**Exhibit 99.2**

**Principal Financial Officer (PFO) Certification**

I, Gary F. Hoskins, the Principal Financial Officer of Citizens South Banking Corporation (the “Company”), certify, based on my knowledge, that: 

(i) The compensation committee, as designated by the Company (the “Committee”), in carrying out the duties of the compensation committee in accordance with the Interim Final Rule, 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 the TARP recipient and Treasury andending with the last day of the TARP recipient’s fiscal year containing the date (the “applicable period”), the senior executive officer (SEO) compensation plans and the employee compensation plans and the risks these plans pose tothe Company; 

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

(iii) The Committee has reviewed atleast every six months during the applicable period the terms of each employee compensation plan and identified the features in the plan that could encourage the manipulation of reported earnings of the Company to enhance the compensation of anemployee and has limited those features; 

(iv) The Committee will certify to the reviews of the SEO compensation plans andemployee compensation plans required under (i) and (iii) above; 

(v) The Committee will provide a narrativedescription 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 the Company; 

(B) Employee compensation plans that unnecessarily expose the Company to risks; and 

(C) Employee compensation plans that could encourage the manipulation of reported earnings of the Company to enhance thecompensation of an employee; 

(vi) The Company has required that bonus payments, as defined in the regulations and guidanceestablished 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 aTARP period if the bonus payments were based on

materially inaccurate financial statements or any other materially inaccurate performance metric criteria; 

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

(viii) The Company has limited bonus payments to its applicable employees in accordance with section 111 of EESA and theregulations and guidance established thereunder during the period beginning on the later of the closing date of the agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipient’sfiscal year containing that date; 

(ix) The board of directors of the Company has established an excessive or luxuryexpenditures 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 the TARP recipient and Treasury; thispolicy has been provided to Treasury and its primary federal regulatory agency; the Company and its employees have complied with this policy during the applicable period; and any expenses that, pursuant to this policy, required approval of the boardof directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved; 

(x) The Company 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 lawsrelated to SEO compensation paid or accrued during the period beginning on the later of the closing date of the agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipient’s fiscalyear containing that date; 

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

(xii) The Company will disclose whether the Company, the board of directors of the Company, or the Committee has engaged during the periodbeginning on the later of the closing date of the agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipient’s fiscal year containing that date, a compensation consultant; and theservices the compensation consultant or any affiliate of the compensation consultant provided during this period; 

(xiii) TheCompany 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 theclosing date of the agreement

between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipient’s fiscal year containing that date; 

(xiv) The Company has substantially complied with all other requirements related to employee compensation that are provided in the agreementbetween the Company and Treasury, including any amendments; 

(xv) The Company has submitted to Treasury a complete andaccurate 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 andwillful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both (See for example, 18 USC 1001). 

**[Signature Page to Follow]**

**IN WITNESS WHEREOF**, the undersigned has executed this Certificate on March 29,2010. 

 
**PRINCIPAL FINANCIAL OFFICER**
/s/ Gary F. Hoskins
Gary F. HoskinsExecutive Vice President, Treasurer and Chief Financial Officer