Exhibit
99.2
  Certification
of Principle Financial Officer
 Pursuant
to 31 C.F.R. Part 30 (TARP Standards for Compensation and Corporate
Governance)
  I, David
D. Brown, Chief Financial Officer of First Community Bancshares, Inc. (the
“Company”), certify, based on my knowledge, that:
  (i)           The
compensation committee of the Company (the “Committee”) was not required to
discuss or review the Senior Executive Officer (“SEO”) compensation plans and
the employee compensation plans and the risks those plans pose to the Company,
as the Company repaid the United States Treasury (“Treasury”) before
September 14, 2009, the effective date of the requirement.
  (ii)           The
Committee was not required to identify and limit the features of the SEO
compensation plans that could lead the SEOs to take unnecessary and excessive
risks that could threaten the value of the Company, as the Company repaid
Treasury before September 14, 2009, the effective date of the
requirement.
  (iii)           The
Committee was not required to review the employee compensation plans to identify
features that encourage manipulation of reported earnings of the Company to
enhance the compensation of any employee, as the Company repaid Treasury before
September 14, 2009, the effective date of the requirement.
  (iv)           The
Committee is not required to certify to the reviews of the SEO and employee
compensation plans, as the Company repaid Treasury before September 14,
2009, the effective date of the requirement.
  (v)           The
Committee is not required to provide a narrative of how it limited the features
in (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
the Company’s reported earnings to enhance any employee’s compensation, as the
Company repaid Treasury before September 14, 2009, the effective date of
the requirement.
  (vi)           The
Company has required that bonus payments, as defined in the regulations and
guidance established under Section 111 of EESA (“bonus payments”), to SEOs
or any of the next twenty most highly compensated employees be subject to a
recovery or “clawback” provision during the period beginning June 15, 2009,
the effective date of the requirement, and ending on July 8, 2009 (the
“Repayment Date”), if the bonus payments were based on materially inaccurate
financial statements or any other materially inaccurate performance metric
criteria.  During the period of the most recently completed fiscal
year prior to June 15, 2009 that was a TARP period, the Company has
required that bonus payments to SEOs be subject to a recovery or “clawback”
provision, 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 an SEO
or any of the next five most highly compensated employees during the period
beginning on June 15, 2009 and ending on the Repayment Date.
  (viii)           The
Company has limited bonus payments to its applicable employees in accordance
with Section 111 of EESA and regulations and guidance established
thereunder during the period beginning on June 15, 2009 and ending on the
Repayment Date.
  (ix)           The
Board of Directors of the Company (the “Board”) was not required to establish an
excessive or luxury expenditures policy, as defined in the regulations and
guidance established under Section 111 of EESA, as the Company repaid
Treasury before September 14, 2009, the effective date of the
requirement.
  (x)           The
Company permitted a non-binding shareholder resolution relating to the Company’s
overall executive compensation policies as disclosed pursuant to the federal
securities laws in the Company’s 2009 Proxy Statement.  As of the
Repayment Date, the Company is no longer required to permit a non-binding
shareholder resolution to approve the compensation of executives as disclosed
pursuant to federal securities laws.
  (xi)           The
Company will disclose the amount, nature and justification for the offering
during the period beginning on June 15, 2009 and ending on the Repayment 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)
above.
  (xii)           The
Company will disclose whether it, the Board, or the Committee has engaged a
compensation consultant and any services provided by the compensation consultant
or any of its affiliates to the Company, the Board, or the Committee during the
past three years.
  (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 on the Repayment Date.
  
  (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.
  (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 last 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.  The Company has not submitted a list
of SEOs or twenty next most highly compensated employees for the current fiscal
year, as the Company ceased to be a TARP recipient as of the Repayment
Date.
  (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.
  Dated:
April 1, 2010
  /s/
      David D.
      Brown
 David D.
Brown
 Chief
Financial Officer