EXHIBIT
99.2




CERTIFICATION
OF COMPLIANCE WITH EESA SECTION 111 BY CHIEF FINANCIAL OFFICER





I, Jeffrey A. Paolucci certify, based
on my knowledge, that:





(i)            The
entity serving as the compensation committee (the “Committee”) of First Reliance
Bancshares, Inc. (the “Company”) 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 (as defined below) and Treasury and ending
with the last day of the TARP Recipient’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 the
Company and each entity aggregated with the Company as the “TARP Recipient” as
defined in the regulations and guidance established under section 111 of EESA
(collectively referred to as the “TARP Recipient”);





(ii)           The
Committee 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 the TARP Recipient, and during
that same applicable period has identified any features of the employee
compensation plans that pose risks to the TARP Recipient and has limitedthose features to ensure
that the TARP Recipient is not unnecessarily exposed to risks;





(iii)          The
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 the TARP
Recipient to enhance the compensation of an employee, and has limited any such
features;





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





(v)           The
Committee 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:





(D)        SEO
compensation plans that could lead SEOs to take unnecessary and excessive risks
that could threaten the value of the TARP Recipient;





(E)         Employee
compensation plans that unnecessarily expose the TARP Recipient to risks;
and





(F)         Employee
compensation plans that could encourage the manipulation of reported earnings of
the TARP Recipient to enhance the compensation of an employee;





(vi)          The
TARP Recipient has required that bonus payments, as defined in the regulations
and guidance established under section 111 of EESA (bonus payments), to SEOs and
any of the next twenty 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)         The
TARP Recipient 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 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
TARP Recipient 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 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;





(ix)          The
board of directors of the Company 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 the TARP Recipient and Treasury;
this policy has been provided to Treasury and its primary regulatory agency; the
TARP Recipient 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)           [NOT
APPLICABLE]





(xi)          The
TARP Recipient 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 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, 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)         The
TARP Recipient will disclose whether the TARP Recipient, the board of directors
of the Company, or the Committee has engaged 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, a compensation consultant; and the services
the compensation consultant or any affiliate of the compensation consultant
provided during this period;





(xiii)        The
TARP Recipient 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 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
TARP Recipient has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between the TARP
Recipient and Treasury, including any amendments;





(xv)         The
TARP Recipient 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
31, 2010





/s/Jeffrey
      A. PaolucciJeffrey
      A. PaolucciChief
      Financial Officer