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 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 Pulaski Financial
Corp.;





(ii)           The
compensation committee of Pulaski 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 Pulaski Financial Corp., and during that same applicable period, has
identified any features in 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 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 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 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  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, as defined in the regulations
and guidance established under section 111 of EESA (bonus payments), of 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)        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 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)       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 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;





(ix)          The
board of directors of Pulaski 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; Pulaski 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)           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 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)          Pulaski
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 each employee subject
to the bonus payment limitations identified in paragraph (vii);




(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 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)        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 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)        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 fiscal
years ended September 30, 2008 and 2009, 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
      18, 2009
              
              /s/
      Paul J. MilanoPaul
      J. MilanoChief
      Financial Officer