Exhibit
99.2




FIRST
PLACE FINANCIAL CORP.




CERTIFICATION
OF THE PRINCIPAL FINANCIAL OFFICER




I, David
W. Gifford, Chief Financial Officer, certify, based on my knowledge,
that:




(i)           The
certification required by this paragraph is not yet applicable to First Place
Financial Corp. (“First Place”);




(ii)           The
compensation committee of First Place has identified and limited during the
period beginning on June 15, 2009 and ending with the last day of the TARP
recipient’s fiscal year ended June 30, 2009, the features in the SEO
compensation plans that could lead SEOs to take unnecessary and excessive risks
that could threaten the value of First Place and identified any features in the
employee compensation plans that pose risks to First Place and limited those
features to ensure that First Place is not unnecessarily exposed to
risks;




(iii)           The
certification required by this paragraph is not yet applicable to First
Place;




(iv)           The
compensation committee of First Place 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 First Place 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 First Place;




(B)           Employee
compensation plans that unnecessarily expose First Place to risks;
and




(C)           Employee
compensation plans that could encourage the manipulation of reported earnings of
First Place to enhance the compensation of an employee;




(vi)           First
Place 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)           First
Place 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)           First
Place 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 June 15, 2009 and ending with the last day of the
TARP recipient’s fiscal year ended June 30, 2009;




(ix)           The
board of directors of First Place has established an excessive or luxury
expenditures policy, as defined in the regulations and guidance established
under section 111 of EESA, has provided this policy to Treasury and the Office
of Thrift Supervision, and First Place and its employees have complied with this
policy during the period beginning on June 15, 2009 and ending with the last day
of the TARP recipient’s fiscal year ended June 30, 2009, and that any expenses
requiring 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;




1




(x)           First
Place 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 First Place’s fiscal year ended June 30, 2009;




(xi)           First
Place will disclose the amount, nature, and justification for the offering
during the period beginning on June 15, 2009 and ending with the last day of the
TARP recipient’s fiscal year ended June 30, 2009 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 (viii);




(xii)           First
Place will disclose whether First Place, the board of directors of First Place,
or the compensation committee of First Place has engaged during the period
beginning on June 15, 2009 and ending with the last day of the TARP recipient’s
fiscal year ended June 30, 2009, a compensation consultant; and the services the
compensation consultant or any affiliate of the compensation consultant provided
during this period;




(xiii)           First
Place 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)           First
Place has substantially complied with all other requirements related to employee
compensation that are provided in the agreement between First Place and
Treasury, including any amendments;




(xv)           The
following employees are the SEOs and the twenty next most highly compensated
employees of First Place and/or First Place Bank (the “Bank”) for the current
fiscal year and the fiscal year ended June 30, 2009, with the non-SEOs ranked in
order of level of annual compensation starting with the greatest
amount:




Name
      of Senior Executive Officers and Most Highly Compensated
      Employees
            
            Title
            
            EmployerSteven
      R. Lewis
            
            President
      and CEO of First Place and CEO of Bank
            
            First
      Place and BankDavid
      W. Gifford
            
            Chief
      Financial Officer
            
            First
      Place and BankAlbert
      P. Blank
            
            President
      and COO
            
            BankKenton
      A. Thompson
            
            Regional
      President and Corporate Director of Business Financial
      Services
            
            BankR.
      Bruce Wenmoth
            
            Corporate
      Executive Vice President – Retail Lending
            
            BankKathy
      A. Shaw
            
            Senior
      Vice President – Loan Production, Dayton
            
            BankTimothy
      B. Atkinson
            
            Senior
      Vice President – Loan Production, North Olmsted
            
            BankW.
      Eric Stone
            
            Vice
      President – Loan Production, Columbus
            
            BankDavid
      Kuiper
            
            Vice
      President – Mortgage Loan Officer
            
            BankKaren
      L. Sharp
            
            Vice
      President – Loan Production, Hudson
            
            BankDarrin
      L. Kresevic
            
            Senior
      Vice President – Loan Production, Solon
            
            BankDaniel
      J. Moralez
            
            Senior
      Vice President – Loan Officer and Manager
            
            BankRocco
      R. Page
            
            Senior
      Vice President – Loan Production, Boardman
            
            BankCraig
      L. Johnson (1)
            
            Formerly
      Michigan Regional President and Corporate Director of Commercial Real
      Estate
            
            Formerly
      the Bank  2
  Greg
      R. Engelmann
                            
                            Vice
      President – Mortgage Loan Officer
                            
                            BankGreg
      J. Thomas
                            
                            Vice
      President – Mortgage Loan Officer
                            
                            BankE.
      Christian Barham
                            
                            Senior
      Vice President – Commercial Loan Officer, Indianapolis Regional
      Manager
                            
                            BankDarlene
      Nowak-Baker
                            
                            Executive
      Vice President – Chief Lending Officer
                            
                            BankTodd
      Phillpotts
                            
                            Vice
      President – Mortgage Loan Officer
                            
                            BankDavida
      F. Henson
                            
                            Senior
      Vice President – Loan Production, Indiana
                            
                            BankJon
      Mykala
                            
                            Vice
      President – Mortgage Loan Officer
                            
                            BankScott
      L. Parker
                            
                            Vice
      President – Mortgage Loan Officer
                            
                            BankPaul
      J. Hellman
                            
                            Assistant
      Vice President – Loan Production, Cincinnati
                            
                            BankTimothy
      Weaver
                            
                            Vice
      President – Mortgage Loan Officer
                            
                            BankJoni
      D. Everson
                            
                            Vice
      President – Mortgage Loan Officer
                            
                            Bank


(1) Mr.
Johnson separated from the Bank effective February 27, 2009.




(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:
September 14, 2009




/s/ David
W. Gifford







David W.
Gifford


Chief
Financial Officer,







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