EXHIBIT
99.2


TARP
CERTIFICATION OF CHIEF FINANCIAL OFFICER





I, Steven
M. Zagar, Chief Financial Officer of First Financial Service Corporation (the
“Company”), certify that:





(1) The
compensation committee (the “Compensation Committee”) of the Board of Directors
(the “Board”) of the Company has met at least every six months during the prior
fiscal year with the senior risk officers of the Company to discuss and evaluate
senior executive officer compensation plans and employee compensation plans and
the risks these plans pose to the Company;





(2) The
Compensation Committee has identified and limited the features in the senior
executive officer compensation plans that could lead senior executive officers
to take unnecessary or excessive risks that could threaten the value of the
Company, has identified any features in 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;





(3) The
Compensation Committee has reviewed at least every six months the terms of each
employee compensation plan and identified and limited the features in the plan
that could encourage the manipulation of reported earnings of the Company to
enhance the compensation of an employee;





(4) The
Compensation Committee will certify to these reviews;





(5) The
Compensation Committee will provide a narrative description of how it limited
the features in (i) senior executive officer compensation plans that could lead
senior executive officers to take unnecessary and excessive risks that could
threaten the value of the Company, (ii) employee compensation plans to ensure
that the Company is not unnecessarily exposed to risks, and (iii) employee
compensation plans that could encourage the manipulation of reported earnings of
the Company to enhance the compensation of an employee;





(6) The
Company has required that all bonuses, retention awards, and incentive
compensation of the senior executive officers and next twenty most highly
compensated employees be subject to a provision for recovery or “clawback” by
the Company if the payments were based on materially inaccurate financial
statements or any other materially inaccurate performance metric
criteria;





(7) The
Company has prohibited any golden parachute payment to the senior executive
officers and the next five most highly compensated employees.  For
this purpose, a golden parachute payment is any payment triggered by involuntary
termination with or without cause; bankruptcy, insolvency or receivership of the
Company; or a change in control of the Company;





(8) The
Company has limited bonuses, retention awards, and incentive compensation paid
to or accrued by employees to whom the bonus payment limitation
applies;





(9) The
Company will permit a non-binding shareholder resolution on the senior executive
officer compensation disclosures provided under the Federal securities laws in
accordance with any guidance, rules, and regulations promulgated by the
SEC;





(10) The
Company has adopted and maintains an excessive or luxury expenditures policy and
has provided this policy to Treasury in each case in accordance with the
requirements under the Interim Final Rule;





(11) The
Company will disclose the amount, nature, and justification for the offering of
any perquisites whose total value exceeds $25,000 for each of the employees
subject to the bonus payment limitations;





(12) The
Company will disclose whether the Company, the Board, or the Compensation
Committee has engaged a compensation consultant, and the services the
compensation consultant or any affiliate provided;





(13) The
Company has prohibited any tax gross-ups on compensation to the senior executive
officers and the next twenty most highly compensated employees;





(14) The
Company has substantially complied with any compensation requirements set forth
in the agreement between the Company and the Treasury, as may have been
amended;





(15)
Employees named in the certification are the senior executive officers and most
highly compensated employees for the current fiscal year based on their
compensation during the prior fiscal year;





(16) The
officer certifying understands that a knowing and willful false or fraudulent
statement made in connection with the certification may be punished by fine,
imprisonment or both; and,





(17) That
the Company has either limited annual compensation to $500,000 (excluding grants
of long-term restricted stock but including certain pension benefits and
deferred compensation accruals otherwise excluded from annual compensation) for
any executive officer or employee who is not subject to the bonus limitations
and has or will pay any additional compensation in the form of long-term
restricted stock or, to the extent not so limited, the Company has had the
compensation structure of those employees approved by the Office of the Special
Master for TARP Executive Compensation.








Date:
      March 16, 2010
            By:
            /s/ Steven M. ZagarSteven
      M. ZagarChief
      Financial Officer &
              Principal
      Accounting Officer