EXHIBIT
99.2
 
 TARP/CPP
CFO Certification for First Fiscal Year
  I, John
G. Copeland, certify, based on my knowledge, that:
 
 (i) The
compensation committee of First M&F Corporation has discussed, reviewed, and
evaluated with senior risk officers at least every six months during the period
beginning on June 15, 2009, and ending with the last day of the TARP recipient’s
fiscal year containing that date, senior executive officer (SEO) compensation
plans and employee compensation plans and the risks these plans pose to First
M&F Corporation;
 
 (ii) The
compensation committee of First M&F Corporation has identified and limited
during the period beginning on June 15, 2009, and ending with the last day of
the TARP recipient’s fiscal year containing that date, the features in the SEO
compensation plans that could lead SEOs to take unnecessary and excessive risks
that could threaten the value of First M&F Corporation and identified any
features in the employee compensation plans that pose risks to First M&F
Corporation and limited those features to ensure that First M&F Corporation
is not unnecessarily exposed to risks;
 
 (iii) The
compensation committee has reviewed at least every six months during the period
beginning on June 15, 2009, and ending with the last day of the TARP recipient’s
fiscal year containing that date, the terms of each employee compensation plan
and identified the features in the plan that could encourage the manipulation of
reported earnings of First M&F Corporation to enhance the compensation of an
employee and has limited those features;
 
 (iv) The
compensation committee of First M&F Corporation will certify to the reviews
of the SEO compensation plans and employee compensation plans required under (i)
and (iii) above;
 
 (v) The
compensation committee of First M&F Corporation 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
 
 (A)
                SEO
      compensation plans that could lead SEOs to take unnecessary and excessive
      risks that could threaten the value of First M&F
      Corporation;
 (B)
                Employee
      compensation plans that unnecessarily expose First M&F Corporation to
      risks; and
 (C)
                Employee
      compensation plans that could encourage the manipulation of reported
      earnings of First M&F Corporation to enhance the compensation of an
      employee;
 
 (vi)
First M&F Corporation 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)
First M&F Corporation 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 containing that date;
 
  (viii)
First M&F Corporation 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 containing that
date;
 
 (ix) The
board of directors of First M&F Corporation has established an excessive or
luxury expenditures policy, as defined in the regulations and guidance
established under section 111 of EESA, has provided this policy to Treasury and
its primary regulatory agency, and First M&F Corporation and its employees
have complied with this policy during the period beginning on June 15, 2009, and
ending with the last day of the TARP recipient’s fiscal year containing that
date, and that any expenses requiring 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;
 
 (x) First
M&F Corporation 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 period beginning on June 15, 2009, and
ending with the last day of the TARP recipient’s fiscal year containing that
date;
 
 (xi)
First M&F Corporation 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 containing that date of any
perquisites, as defined in the regulations and guidance established under
section 111 of EESA, whose total value exceeds $25,000 for each employee subject
to the bonus payment limitations identified in paragraph (vii);
 
 (xii)
First M&F Corporation will disclose whether First M&F Corporation, the
board of directors of First M&F Corporation, or the compensation committee
of First M&F Corporation has engaged during the period beginning on June 15,
2009, and ending with the last day of the TARP recipient’s fiscal 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)
First M&F Corporation 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 containing that date;
 
 (xiv)
First M&F Corporation has substantially complied with all other requirements
related to employee compensation that are provided in the agreement between
First M&F Corporation and Treasury, including any amendments;
 
 (xv)
First M&F Corporation will submit 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
 
 (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).
 
 Date:
March 16, 2010
 
 /s/ John G. CopelandJohn
      G. CopelandEVP
      & Chief Financial OfficerPrincipal
      Financial Officer