**Exhibit 99.2**

 

SANTA LUCIA BANCORP

 CHIEF FINACIAL OFFICERCERTIFICATION

 

I,James M. Cowan, certify, based on my knowledge, that:

 

(i) Thecompensation committee of Santa Lucia Bancorp (the “Company”) has discussed,reviewed, and evaluated with senior risk officers at least every six monthsduring the period beginning on the later of September 14, 2009, or ninetydays after the closing date of the agreement between the TARP recipient andTreasury and ending with the last day of the TARP recipient’s fiscal yearcontaining that date (the applicable period), the senior executive officer(SEO) compensation plans and the employee compensation plans and the risksthese plans pose to the Company;

 

(ii) Thecompensation committee of the Company 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 ofthe Company, and during that same applicable period has identified any featuresof the employee compensation plans that pose risks to the Company and haslimited those features to ensure that the Company is not unnecessarily exposedto 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 the Company to enhance the compensation of an employee, and haslimited any such features;

 

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

 

(v) Thecompensation committee of the Company will provide a narrative description ofhow it limited during any part of the most recently completed fiscal year thatincluded a TARP period the features in:

 

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

 

(E)                     Employeecompensation plans that unnecessarily expose the Company to risks; and

 

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

 

(vi) TheCompany has required that bonus payments, as defined in the regulations andguidance established under section 111 of EESA (bonus payments), of the SEOsand 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 financialstatements or any other materially inaccurate performance metric criteria;

 

(vii) TheCompany has prohibited any golden parachute payment, as defined in theregulations and guidance established under section 111 of EESA, to a SEO or anyof the next five most highly compensated employees during the period beginningon the later of the closing date of the agreement between the TARP recipientand Treasury or September 14, 2009 and ending with the last day of theTARP recipient’s fiscal year containing that date;

 

(viii) TheCompany has limited bonus payments to its applicable employees in accordancewith section 111 of EESA and the regulations and guidance establishedthereunder during the period beginning on the later of the closing date of theagreement between the TARP recipient and Treasury or September 14, 2009and ending with the last day of the TARP recipient’s fiscal year containingthat date;

 

(ix) Theboard of directors of the Company has established an excessive or luxuryexpenditures policy, as defined in the regulations and guidance establishedunder section 111 of EESA, by the later of September 14, 2009, or ninetydays after the closing date of the agreement between the TARP recipient andTreasury; this policy has been provided to Treasury and its primary regulatoryagency; the Company 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 committee of the board of directors, anSEO, or an executive officer with a similar level of responsibility wereproperly approved;

 

(x) TheCompany will permit a non-binding shareholder resolution in compliance with anyapplicable federal securities rules and regulations on the disclosuresprovided under the federal securities laws related to SEO compensation paid oraccrued during the period beginning on the later of the closing date of theagreement between the TARP recipient and Treasury or September 14, 2009and ending with the last day of the TARP recipient’s fiscal year containingthat date;

 

(xi)the Company will disclose the amount, nature, and justification for theoffering during the period beginning on the later of the closing date of theagreement between the TARP recipient and Treasury or June 15, 2009 andending with the last day of the TARP recipient’s fiscal year containing thatdate of any perquisites, as defined in the regulations and guidance establishedunder section 111 of EESA, whose total value exceeds $25,000 for any employeewho is subject to the bonus payment limitations identified in paragraph (viii);

 

(xii)The Company will disclose whether the Company, the board of directors of theCompany, or the compensation committee of the TARP recipient has engaged duringthe period beginning on the later of the closing date of the agreement betweenthe TARP recipient and Treasury or September 14, 2009 and ending with thelast day of the TARP recipient’s fiscal year containing that date, acompensation consultant; and the services the compensation consultant or anyaffiliate of the compensation consultant provided during this period;

 

(xiii)The Company has prohibited the payment of any gross-ups, as defined in theregulations and guidance established under section 111 of EESA, to the SEOs andthe next twenty most highly compensated employees during the period beginningon the later of the closing date of the agreement between the TARP recipientand Treasury or September 14, 2009 and ending with the last day of theTARP recipient’s fiscal year containing that date;

 

(xiv)The Company has substantially complied with all other requirements related toemployee compensation that are provided in the agreement between the Companyand Treasury, including any amendments;

 

(xv) The Company hassubmitted to Treasury a complete and accurate list of the SEOs and the twentynext 

 

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most highly compensatedemployees for the current fiscal year and the most recently completed fiscalyear, with the non SEOs ranked in descending order of level of annualcompensation, and with the name, title, and employer of each SEO and mosthighly 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, forexample, 18 USC 1001).

 
|   | /s/ James M. Cowan              |
|--------|---------------------------------|
|   | Name: James M. Cowan            |
|   | Title: Chief Financial  Officer |
|   | Dated:  February 16, 2010  |

 

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