**EXHIBIT99.2**

 

**FIRST FEDERALBANCSHARES OF ARKANSAS, INC.**

**CERTIFICATION OFTHE PRINCIPAL FINANCIAL OFFICER**

 

I, Sherri R. Billings, Chief Financial Officer of FirstFederal Bancshares of Arkansas, Inc. (the “Company”), certify, based on myknowledge, that:

 
|   | (i)    | The compensation committee of the Company has discussed, reviewed,  and evaluated with senior risk officers at least every six months during the  period beginning on September 14, 2009 and ending with the last day of  the TARP recipient’s fiscal year ended December 31, 2009 (the applicable  period), the senior executive officer (“SEO”) compensation plans and the  employee compensation plans and the risks these plans pose to the Company;                                                                                                                                                                                                                                                                |
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|   | (ii)   | The compensation committee of the Company 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 Company, and during that same applicable period has  identified any features of the employee compensation plans that pose risks to  the Company and has limited those features to ensure that the Company is not  unnecessarily exposed to risks;                                                                                                                                                                                                                                              |
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|   | (iii)  | The compensation 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 Company to enhance the compensation of an  employee, and has limited any such features;                                                                                                                                                                                                                                                                                                                                                                                               |
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|   | (iv)   | The compensation committee of the Company will certify to the reviews  of the SEO compensation plans and employee compensation plans required under  (i) and (iii) above;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|   | (v)    | The compensation committee of the Company 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (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 the compensation of an employee; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
|   | (vi)   | The Company has required that bonus payments, as defined in the  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  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 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 compensated employees during the  period beginning on June 15, 2009 and ending with the last day of the  TARP recipient’s fiscal year ended December 31, 2009;                                                                                                                                                                                                                                                                                                                                                                          |
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|   | (viii) | The Company 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 June 15, 2009 and  ending with the last day of the TARP recipient’s fiscal year ended  December 31, 2009;                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|   | (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 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 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; |

 

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|   | (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 laws related to SEO  compensation paid or accrued during the Company’s fiscal year ended  December 31, 2009;                                                                                                                                                       |
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|   | (xi)                | The Company will disclose the amount, nature, and justification for  the offering during the period beginning on June 15, 2009 and ending  with the last day of the TARP recipient’s fiscal year ended December 31,  2009 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); |
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|   | (xii)               | The Company will disclose whether the Company, the board of directors  of the Company, or the compensation committee of the Company has engaged during  the period beginning on June 15, 2009 and ending with the last day of  the TARP recipient’s fiscal year ended December 31, 2009, a compensation  consultant; and the services the compensation consultant or any affiliate of  the compensation consultant provided during this period;                       |
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|   | (xiii)              | The Company 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 June 15, 2009 and ending with the last day of the TARP  recipient’s fiscal year ended December 31, 2009;                                                                                                               |
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|   | (xiv)               | The Company has substantially complied with all other requirements  related to employee compensation that are provided in the agreement between  the Company and Treasury, including any amendments;                                                                                                                                                                                                                                                                                 |
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|   | (xv)                | The Company 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                                                                             |
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|   | (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 USC 1001).                                                                                                                                                                                                                                                                                 |
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| Date:  | March 31, 2010 | /s/ Sherri R. Billings                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                | Sherri R. Billings                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                | Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

 

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