EXHIBIT
99.2





CERTIFICATION


PURSUANT
TO 31 C.F.R. § 30.15





I,
Paul J. Milano, certify, based on my knowledge, that:




(i)           The
compensation committee of Pulaski Financial Corp. has discussed, reviewed, and
evaluated with senior risk officers at least every six months during any part of
the most recently completed fiscal year that was a TARP period, senior executive
officer (SEO) compensation plans and employee compensation plans and the risks
these plans pose to Pulaski Financial Corp.;




(ii)          The
compensation committee of Pulaski Financial Corp. has identified and limited
during any part of the most recently completed fiscal year that was a TARP
period any features of the SEO compensation plans that could lead SEOs to take
unnecessary and excessive risks that could threaten the value of Pulaski
Financial Corp. and has identified any features of the employee compensation
plans that pose risks to Pulaski Financial Corp. and has limited those features
to ensure that Pulaski Financial Corp. is not unnecessarily exposed to
risks;




(iii)         The
compensation committee has reviewed, at least every six months during any part
of the most recently completed fiscal year that was a TARP period, the terms of
each employee compensation plan and identified any features of the plan that
could encourage the manipulation of reported earnings of Pulaski Financial Corp.
to enhance the compensation of an employee, and has limited any such
features;




(iv)         The
compensation committee of Pulaski 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 Pulaski Financial Corp. will provide a narrative
description of how it limited during any part of the most recently completed
fiscal year that was 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  Pulaski Financial
      Corp.;




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




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




(vi)         Pulaski
Financial Corp. has required that bonus payments, to SEOs or any of the next
twenty most highly compensated employees, as defined in the regulations and
guidance established under section 111 of EESA (bonus payments), 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)        Pulaski
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 any part of the most recently
completed fiscal year that was a TARP period;







(viii)       Pulaski
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 any part of the most recently completed fiscal year that was a
TARP period;




(ix)          Pulaski
Financial Corp. and its employees have complied with the excessive or luxury
expenditures policy, as defined in the regulations and guidance established
under section 111 of EESA, during any part of the most recently completed fiscal
year that was a TARP 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)           Pulaski
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 any part of the most recently completed fiscal year that was a
TARP period;




(xi)          Pulaski
Financial Corp. will disclose the amount, nature, and justification for the
offering during any part of the most recently completed fiscal year that was a
TARP period, 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)         Pulaski
Financial Corp. will disclose whether Pulaski Financial Corp., the board of
directors of Pulaski Financial Corp., or the compensation committee of Pulaski
Financial Corp. has engaged during any part of the most recently completed
fiscal year that was a TARP period, a compensation consultant; and the services
the compensation consultant or any affiliate of the compensation consultant
provided during this period;




(xiii)        Pulaski
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 any part of the most
recently completed fiscal year that was a TARP period;




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




(xv)        Pulaski
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, with the non-SEOs ranked in descending order of level of annual
compensation, and with the name, title, and employer of each SEO and the 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.





Date:
              December
      17, 2010
              
              /s/
      Paul
      J. MilanoPaul
      J. MilanoChief
      Financial Officer