**EXHIBIT 99.2**

CERTIFICATION PURSUANT TO 111(b)(4) OF THE EMERGENCY ECONOMIC 

STABILIZATION ACT OF2008, AS AMENDED 

Chief Financial Officer Certification 

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

(i) The compensation committee ofAmeriServ Financial, Inc. 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 betweenthe TARP recipient 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 therisks these plans pose to AmeriServ Financial, Inc.; 

(ii) The compensation committee of AmeriServ Financial, Inc. has identified and limitedduring 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 AmeriServ Financial, Inc., and during that same applicable period has identifiedany features of the employee compensation plans that pose risks to AmeriServ Financial, Inc. and has limited those features to ensure that AmeriServ Financial, Inc. is not unnecessarily exposed to risks; 

(iii) The compensation committee has reviewed, at least every six months during the applicable period, the terms of each employee compensation plan andidentified any features of the plan that could encourage the manipulation of reported earnings of AmeriServ Financial, Inc. to enhance the compensation of an employee, and has limited any such features; 

(iv) The compensation committee of AmeriServ Financial, Inc. will certify to the reviews of the SEO compensation plans and employee compensation plansrequired under (i) and (iii) above; 

(v) The compensation committee of AmeriServ Financial, Inc. 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 thevalue of AmeriServ Financial, Inc.; (B) Employee compensation plans that unnecessarily expose AmeriServ Financial, Inc. to risks; and (C) Employee compensation plans that could encourage the manipulation of reported earnings of AmeriServFinancial, Inc. to enhance the compensation of an employee; 

(vi) AmeriServ Financial, Inc. has required that bonus payments, as defined inthe regulations and guidance established 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 recentlycompleted 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) AmeriServ Financial, Inc. 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 highlycompensated 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 thatdate; 

(viii) AmeriServ Financial, Inc. 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 AmeriServ Financial, Inc. has established an excessive or luxury expenditurespolicy, 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 beenprovided to Treasury and its primary regulatory agency; AmeriServ Financial, Inc. 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 ofdirectors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved; 

(x) AmeriServ Financial, Inc. will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federalsecurities laws related 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 TARPrecipient’s fiscal year containing that date; 

(xi) AmeriServ Financial, Inc. will disclose the amount, nature, and justification for theoffering 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 anyperquisites, 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) AmeriServ Financial, Inc. will disclose whether AmeriServ Financial, Inc., the board of directors of AmeriServ Financial, Inc., or the compensationcommittee of AmeriServ Financial, Inc. 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’sfiscal 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) AmeriServ Financial, Inc. 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 highlycompensated 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 thatdate; 

(xiv) AmeriServ Financial, Inc. has substantially complied with all other requirements related to employee compensation that areprovided in the agreement between AmeriServ Financial, Inc. and Treasury, including any amendments; 

(xv) AmeriServ Financial, Inc. willsubmit 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 ofannual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and 

(xvi) Iunderstand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. 

/s/ Jeffrey A. Stopko 

Jeffrey A. Stopko 

Executive Vice President and Chief Financial Officer 

March 7, 2011