**Exhibit 99.2**

 

**Certification**

 

I, Alan W.Jackson, Chief Financial Officer, certify, based on my knowledge, that:

 

(i) The compensationcommittee of Tidelands Bancshares, Inc. (“Tidelands”) has discussed,reviewed, and evaluated with senior risk officers at least every six monthsduring the period beginning on June 15, 2009 and ending December 31,2009 (the “applicable period”), the senior executive officer (SEO) compensationplans and the employee compensation plans and the risks these plans pose toTidelands;

 

(ii) Thecompensation committee of Tidelands has identified and limited during theapplicable period any features of the SEO compensation plans that could leadSEOs to take unnecessary and excessive risks that could threaten the value ofTidelands, and during that same applicable period has identified any featuresof the employee compensation plans that pose risks to Tidelands and has limitedthose features to ensure that Tidelands is not unnecessarily exposed to risks;

 

(iii) Thecompensation committee has reviewed, at least every six months during theapplicable period, the terms of each employee compensation plan and identifiedany features of the plan that could encourage the manipulation of reportedearnings of Tidelands to enhance the compensation of an employee, and haslimited any such features;

 

(iv) Thecompensation committee of Tidelands will certify to the reviews of the SEOcompensation plans and employee compensation plans required under (i) and (iii) above;

 

(v) The compensationcommittee of Tidelands will provide a narrative description of how it limitedduring any part of the most recently completed fiscal year that included a TARPperiod the features in

 

(A) SEO compensationplans that could lead SEOs to take unnecessary and excessive risks that couldthreaten the value of Tidelands;

 

(B) Employeecompensation plans that unnecessarily expose Tidelands to risks; and

 

(C) Employeecompensation plans that could encourage the manipulation of reported earningsof Tidelands to enhance the compensation of an employee;

 

(vi) Tidelands hasrequired that bonus payments, as defined in the regulations and guidanceestablished under section 111 of EESA (bonus payments), of the SEOs and twentynext most highly compensated employees be subject to a recovery or ‘‘clawback’’provision during any part of the most recently completed fiscal year that was aTARP period if the bonus payments were based on materially inaccurate financialstatements or any other materially inaccurate performance metric criteria;

 

(vii) Tidelands hasprohibited any golden parachute payment, as defined in the regulations andguidance established under section 111 of EESA, to an SEO or any of the nextfive most highly compensated employees during the period beginning on the laterof the closing date of the agreement between Tidelands and Treasury or June 15,2009 and ending with the last day of Tidelands’ fiscal year containing thatdate;

 

(viii) Tidelands haslimited bonus payments to its applicable employees in accordance with section111 of EESA and the regulations and guidance established thereunder during theperiod beginning on the later of the closing date of the agreement betweenTidelands and Treasury or June 15, 2009 and ending with the last day ofTidelands’ fiscal year containing that date, [*forrecipients of exceptional assistance:*and has received or is in theprocess of receiving approvals from the Office of the Special Master for TARPExecutive Compensation for compensation payments and structures as requiredunder the regulations and guidance established under section 111 of EESA, andhas not made any payments inconsistent with those approved payments andstructures];

 

(ix) The board ofdirectors of Tidelands has established an excessive or luxury expenditurespolicy, as defined in the regulations and guidance established under section111 of EESA, by the later of September 14, 2009, or ninety days after theclosing date of the agreement between the TARP recipient and Treasury; thispolicy has been provided to Treasury and its primary regulatory agency;Tidelands and its employees have complied with this policy during theapplicable period; and any expenses that, pursuant to this policy, requiredapproval of the board of directors, a 

 

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committee of the board ofdirectors, an SEO, or an executive officer with a similar level ofresponsibility were properly approved;

 

(x) Tidelands willpermit a non-binding shareholder resolution in compliance with any applicableFederal securities rules and regulations on the disclosures provided underthe Federal securities laws related to SEO compensation paid or accrued duringany part of the most recently completed fiscal year that was a TARP period;

 

(xi) Tidelands willdisclose the amount, nature, and justification for the offering during theperiod beginning on the later of the closing date of the agreement betweenTidelands and Treasury or June 15, 2009 and ending with the last day ofTidelands’ fiscal year containing that date of any perquisites, as defined inthe regulations and guidance established under section 111 of EESA, whose totalvalue exceeds $25,000 for any employee who is subject to the bonus paymentlimitations identified in paragraph (viii);

 

(xii) Tidelands willdisclose whether Tidelands, the board of directors of Tidelands, or thecompensation committee of Tidelands has engaged during any part of the mostrecently completed fiscal year that was a TARP period a compensationconsultant; and the services the compensation consultant or any affiliate ofthe compensation consultant provided during this period;

 

(xiii) Tidelands hasprohibited the payment of any gross-ups, as defined in the regulations andguidance established under section 111 of EESA, to the SEOs and the next twentymost highly compensated employees during any part of the most recentlycompleted fiscal year that was a TARP period;

 

(xiv) Tidelands hassubstantially complied with all other requirements related to employeecompensation that are provided in the agreement between Tidelands and Treasury,including any amendments;

 

(xv) Tidelands hassubmitted to Treasury a complete and accurate list of the SEOs and the twentynext most highly compensated employees for the current fiscal year and the mostrecently completed fiscal year, with the non-SEOs ranked in descending order oflevel of annual compensation, and with the name, title, and employer of eachSEO and most highly compensated employee identified; and

 

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

 
| Date: February 22,  2010 |                                          |
|-------------------------------|-----------------------------------------------|
|                          | /s/ Alan W. Jackson                           |
|                          | Alan W. Jackson, Chief  Financial Officer     |
|                          | (Principal Financial  and Accounting Officer) |

 

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