**Exhibit 99.2**

**CERTIFICATION PURSUANT TO**

**SECTION 111(b)(4) OF THE EMERGENCY ECONOMIC**

**STABILIZATION ACT OF 2008**

I, Martin J. Gerrety, certify, based on my knowledge, that: 

(i) The compensation committee ofThe Bank of Kentucky Financial Corporation (“BKFC”) 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, seniorexecutive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose to BKFC; 

(ii) The compensationcommittee of BKFC 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 couldthreaten the value of BKFC and has identified any features of the employee compensation plans that pose risks to BKFC and has limited those features to ensure that BKFC 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 TARPperiod, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of BKFC to enhance the compensation of an employee, and has limited any such features;

(iv) The compensation committee of BKFC will certify to the reviews of the SEO compensation plans and employee compensation plans requiredunder (i) and (iii) above; 

(v) The compensation committee of BKFC will provide a narrative description of how it limited during anypart of the most recently completed fiscal year that was a TARP period the features in 

(A) SEO compensation plans that couldlead SEOs to take unnecessary and excessive risks that could threaten the value of BKFC; 

(B) Employee compensation plans thatunnecessarily expose BKFC to risks; and 

(C) Employee compensation plans that could encourage the manipulation of reportedearnings of BKFC to enhance the compensation of an employee; 

(vi) BKFC has required that bonus payments to SEOs or any of the next twentymost 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 fiscalyear 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) BKFC 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 employeesduring any part of the most recently completed fiscal year that was a TARP period; 

(viii) BKFC has limited bonus payments to its applicableemployees 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) BKFC 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 mostrecently completed fiscal year that was a TARP period; and any expenses that, pursuant to the 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) BKFC will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosuresprovided 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) BKFC 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 theregulations 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) BKFC will disclose whether BKFC, the board of directors of BKFC, or the compensation committee of BKFC has engaged during any part of the mostrecently 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) BKFC has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOsand the next twenty most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period; 

(xiv) BKFC has substantially complied with all other requirements related to employee compensation that are provided in the agreement between BKFC andTreasury, including any amendments; 

(xv) BKFC has submitted to Treasury a complete and accurate list of the SEOs and the twenty next mosthighly 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 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 byfine, imprisonment, or both. ( See, for example 18 U.S.C. 1001.) 

Date: March 11, 2011 
/s/ Martin J. GerretyMartin J. GerretyTreasurer and Assistant Secretary