**Exhibit 31.2**

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I,Dennis R. Stewart, Executive Vice President and Chief Financial Officer,certify that:

 

1.I have reviewed this quarterly report on Form 10-Q of TF FinancialCorporation (Registrant);

 

2.Based on my knowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this quarterlyreport;

 

3.Based on my knowledge, the financial statements, and other financialinformation included in this quarterly report, fairly present in all materialrespects the financial position, results of operations and cash flows of theRegistrant as of, and for, the periods presented in this quarterly report;

 

4.The Registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15 (e) and 15d-15(e)) and internalcontrol over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) for the Registrant and we have:

 

a)designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provided reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted principles;

 

c)evaluated the effectiveness of the Registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

d)disclosed in this report any change in the Registrant’s internal control overfinancial reporting that occurred during the Registrant’s most recent fiscalquarter (the Registrant’s fourth quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting; and

 

5.The Registrant’s other certifying officer and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of Registrant’s board ofdirectors (or persons performing the equivalent function):

 

a)all significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the Registrant’s ability to record, process, summarize andreport financial information; and

 

b)any fraud, whether or not material, that involves management or other employeeswho have a significant role in the Registrant’s internal control over financialreporting.

 
| Date:  | August 13,  2010 |   | /s/  Dennis R. Stewart                                |
|--------|-----------------------|--------|-------------------------------------------------------|
|   |                  |   | Dennis  R. Stewart                                    |
|   |                  |   | Executive  Vice President and Chief Financial Officer |
|   |                  |   | (Principal  Financial & Accounting Officer)  |

 

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