EXHIBIT
99.2








CERTFICATIONS
PURSUANT TO SECTION 111(b)(4) OF THE


EMERGENCY
ECONOMIC STABILIZATION ACT OF 2008 (EESA)








I,
Cynthia A. Mahl, certify, based on my knowledge, that:





(i) The
compensation committee of Western Reserve Bancorp, Inc. 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 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
employee compensation plans and the risks these plans pose to Western Reserve
Bancorp, Inc.;





(ii) The
compensation committee of Western Reserve Bancorp, Inc. 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 Western Reserve Bancorp, Inc., and during that same applicable
period has identified any features of the employee compensation plans that pose
risks to Western Reserve Bancorp, Inc. and has limited those features to ensure
that Western Reserve Bancorp, Inc. 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 Western Reserve Bancorp, Inc. to enhance the compensation of an
employee, and has limited any such features;





(iv) The
compensation committee of Western Reserve Bancorp, Inc. 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 Western Reserve Bancorp, Inc. 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 Western Reserve Bancorp, Inc.;





(B)
Employee compensation plans that unnecessarily expose Western Reserve Bancorp,
Inc. to risks; and





(C)
Employee compensation plans that could encourage the manipulation of reported
earnings of Western Reserve Bancorp, Inc. to enhance the compensation of an
employee;










(vi)
Western Reserve Bancorp, Inc. 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)
Western Reserve Bancorp, Inc. 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)
Western Reserve Bancorp, Inc. 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 Western Reserve Bancorp, Inc. 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; Western Reserve Bancorp, Inc. 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)
Western Reserve Bancorp, Inc. 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)
Western Reserve Bancorp, Inc. 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
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)
Western Reserve Bancorp, Inc. will disclose whether Western Reserve Bancorp,
Inc., the board of directors of Western Reserve Bancorp, Inc., or the
compensation committee of Western Reserve Bancorp, Inc. 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)
Western Reserve Bancorp, Inc. 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)
Western Reserve Bancorp, Inc. has substantially complied with all other
requirements related to employee compensation that are provided in the agreement
between Western Reserve Bancorp, Inc. and Treasury, including any
amendments;





(xv)
Western Reserve Bancorp, Inc. 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).








Dated:  March
31, 2010








/s/
Cynthia A. Mahl


Cynthia
A. Mahl


Executive
Vice President and Chief Financial Officer