Exhibit
99.2


CERTIFICATION
OF CHIEF FINANCIAL OFFICER


PURSUANT
TO SECTION 111(B)(4) OF THE


EMERGENCY
ECONOMIC STABILIZATION ACT OF 2008




UST Sequence Number 1137




“I, C. Harril
Whitehurst, Jr., certify, based on my knowledge, that:




(i) The
compensation committee of Village Bank and Trust Financial Corp. 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 between the 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 the risks these plans pose to
Village Bank and Trust Financial Corp.;




(ii) The
compensation committee of Village Bank and Trust Financial Corp. 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 Village Bank and Trust Financial Corp., and during that
same applicable period has identified any features of the employee compensation
plans that pose risks to Village Bank and Trust Financial Corp. and has limited
those features to ensure that Village Bank and Trust Financial Corp. 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 and identified
any features of the plan that could encourage the manipulation of reported
earnings of Village Bank and Trust Financial Corp. to enhance the compensation
of an employee, and has limited any such features;




(iv) The
compensation committee of Village Bank and Trust Financial Corp. 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 Village Bank and Trust Financial Corp. 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 Village Bank and Trust Financial
Corp.;




(B) Employee
compensation plans that unnecessarily expose Village Bank and Trust Financial
Corp. to risks; and




(C) Employee
compensation plans that could encourage the manipulation of reported earnings of
Village Bank and Trust Financial Corp. to enhance the compensation of an
employee;




(vi) Village Bank
and Trust Financial Corp. 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) Village Bank
and Trust Financial Corp. 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 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;




(viii) Village Bank
and Trust Financial Corp. has limited bonus payments to its applicable employees
in accordance with section 111 of EESA and the regulations and guidance
established thereunder during the







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(ix) The board of
directors of Village Bank and Trust Financial Corp. 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; Village Bank and Trust Financial Corp. 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;




(x) Village Bank
and Trust Financial Corp. 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 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;




(xi) Village Bank
and Trust Financial Corp. will disclose the amount, nature, and justification
for the offering 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 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);




(xii) Village Bank
and Trust Financial Corp. will disclose whether Village Bank and Trust Financial
Corp., the board of directors of Village Bank and Trust Financial Corp., or the
compensation committee of [TARP recipient] 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’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) Village Bank
and Trust Financial Corp. 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 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;




(xiv) Village Bank
and Trust Financial Corp. has substantially complied with all other requirements
related to employee compensation that are provided in the agreement between
Village Bank and Trust Financial Corp. and Treasury, including any
amendments;




(xv) Village Bank
and Trust Financial Corp. 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




(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 26,
2010                                                                           By:
/s/
C. Harril Whitehurst, Jr.


C. Harril Whitehurst, Jr.


Senior Vice President and


Chief Financial Officer




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