Exhibit
99(ii)


TARP
Certification Pursuant to


Emergency
Economic Stabilization Act of 2008, as amended





Crescent
Financial Corporation


Certification
of the Principal Executive Officer


under
TARP Interim Final Rule 31 C.F.R. 30.15(a)(2)





I, Michael G. Carlton, certify, based
on my knowledge, that:





(i)           The
compensation committee of Crescent Financial Corporation has discussed,
reviewed, and evaluated with senior risk officers at least every six months
during the period beginning on the later of September 14, 2009, or ninety days
after the closing date of the agreement between Crescent Financial Corporation
and Treasury and ending with the last day of Crescent Financial Corporation’s
fiscal year containing that date (the applicable period), the senior executive
officer (SEO) compensation plans and the employee compensation plans and the
risks these plans pose to Crescent Financial Corporation;





(ii)          The
compensation committee of Crescent Financial Corporation has identified and
limited during the applicable period any features of the SEO compensation plans
that could lead SEOs to take unnecessary and excessive risks that could threaten
the value of Crescent Financial Corporation, and during that same applicable
period has identified any features of the employee compensation plans that pose
risks to Crescent Financial Corporation and has limited those features to ensure
that Crescent Financial Corporation is not unnecessarily exposed to
risks;





(iii)         The
compensation committee has reviewed, at least every six months during the
applicable period, the terms of each employee compensation plan and identified
any features of the plan that could encourage the manipulation of reported
earnings of Crescent Financial Corporation to enhance the compensation of an
employee, and has limited any such features;





(iv)        The
compensation committee of Crescent Financial Corporation will certify to the
reviews of the SEO compensation plans and employee compensation plans required
under (i) and (iii) above;





(v)         The
compensation committee of Crescent Financial Corporation will provide a
narrative description of how it limited during any part of the most recently
completed fiscal year that included a TARP period the features in





(A)           SEO
compensation plans that could lead SEOs to take unnecessary and excessive risks
that could threaten the value of Crescent Financial Corporation;





(B)           Employee
compensation plans that unnecessarily expose Crescent Financial Corporation to
risks; and





(C)           Employee
compensation plans that could encourage the manipulation of reported earnings of
Crescent Financial Corporation to enhance the compensation of an
employee;





(vi)           Crescent
Financial Corporation has required that bonus payments, as defined in the
regulations and guidance established under section 111 of EESA (bonus payments),
of the SEOs and twenty next most highly compensated employees be subject to a
recovery or “clawback” provision during any part of the most recently completed
fiscal year that was a TARP period if the bonus payments were based on
materially inaccurate financial statements or any other materially inaccurate
performance metric criteria;


(vii)           Crescent
Financial Corporation has prohibited any golden parachute payment, as defined in
the regulations and guidance established under section 111 of EESA, to an SEO or
any of the next five most highly compensated employees during the period
beginning on the later of the closing date of the agreement between Crescent
Financial Corporation and Treasury or June 15, 2009 and ending with the last day
of Crescent Financial Corporation’s fiscal year containing that
date;








(viii)        Crescent
Financial Corporation has limited bonus payments to its applicable employees in
accordance with section 111 of EESA and the regulations and guidance established
thereunder during the period beginning on the later of the closing date of the
agreement between Crescent Financial Corporation and Treasury or June 15, 2009
and ending with the last day of Crescent Financial Corporation’s fiscal year
containing that date;





(ix)          The
board of directors of Crescent Financial Corporation has established an
excessive or luxury expenditures policy, as defined in the regulations and
guidance established under section 111 of EESA, by the later of September 14,
2009, or ninety days after the closing date of the agreement between Crescent
Financial Corporation and Treasury; this policy has been provided to Treasury
and its primary regulatory agency; Crescent Financial Corporation and its
employees have complied with this policy during the applicable period; and any
expenses that, pursuant to this policy, required approval of the board of
directors, a committee of the board of directors, an SEO, or an executive
officer with a similar level of responsibility were properly
approved;





(x)           Crescent
Financial Corporation will permit a non-binding shareholder resolution in
compliance with any applicable Federal securities rules and regulations on the
disclosures provided under the Federal securities laws related to SEO
compensation paid or accrued during the period beginning on the later of the
closing date of the agreement between Crescent Financial Corporation and
Treasury or June 15, 2009 and ending with the last day of Crescent Financial
Corporation’s fiscal year containing that date;





(xi)          Crescent
Financial Corporation will disclose the amount, nature, and justification for
the offering during the period beginning on the later of the closing date of the
agreement between Crescent Financial Corporation and Treasury or June 15, 2009
and ending with the last day of Crescent Financial Corporation’s fiscal year
containing that date of any perquisites, as defined in the regulations and
guidance established under section 111 of EESA, whose total value exceeds
$25,000 for any employee who is subject to the bonus payment limitations
identified in paragraph (viii);





(xii)         Crescent
Financial Corporation will disclose whether Crescent Financial Corporation, the
board of directors of Crescent Financial Corporation, or the compensation
committee of Crescent Financial Corporation has engaged during the period
beginning on the later of the closing date of the agreement between Crescent
Financial Corporation and Treasury or June 15, 2009 and ending with the last day
of Crescent Financial Corporation’s fiscal year containing that date, a
compensation consultant; and the services the compensation consultant or any
affiliate of the compensation consultant provided during this
period;





(xiii)        Crescent
Financial Corporation has prohibited the payment of any gross-ups, as defined in
the regulations and guidance established under section 111 of EESA, to the SEOs
and the next twenty most highly compensated employees during the period
beginning on the later of the closing date of the agreement between Crescent
Financial Corporation and Treasury or June 15, 2009 and ending with the last day
of Crescent Financial Corporation’s fiscal year containing that
date;


(xiv)        Crescent
Financial Corporation has substantially complied with all other requirements
related to employee compensation that are provided in the agreement between
Crescent Financial Corporation and Treasury, including any
amendments;





(xv)   
     Crescent Financial Corporation has submitted to
Treasury a complete and accurate list of the SEOs and the twenty next most
highly compensated employees for the current fiscal year and the most recently
completed fiscal year, with the non-SEOs ranked in descending order of level of
annual compensation, and with the name, title, and employer of each SEO and most
highly compensated employee identified; and





(xvi)        I
understand that a knowing and willful false or fraudulent statement made in
connection with this certification may be punished by fine, imprisonment, or
both.  (See,
for example, 18 U.S.C. 1001.)





Date:  March
      30, 2010
              /s/ Michael G. CarltonMichael
      G. CarltonPresident
      and Chief Executive
Officer