The Hartford 2009 Annual Report Download - page 266

II-18
EXHIBIT 99.02
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Certification Pursuant to Section 111(b)(4) of the Emergency
Economic Stabilization Act of 2008, as Amended by the
American Recovery and Reinvestment Act of 2009
I, Lizabeth H. Zlatkus, certify, based on my knowledge, that:
(i) The compensation committee of The Hartford Financial Services Group, Inc. (the “Company”) 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 the Company;
(ii) The compensation committee of the Company 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 the Company,
and during that same applicable period has identified any features of the employee compensation plans that pose risks to the
Company and has limited those features to ensure that the Company 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 the
Company to enhance the compensation of an employee, and has limited any such features;
(iv) The compensation committee of the Company 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 the Company 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 the
Company;
(B) Employee compensation plans that unnecessarily expose the Company to risks; and
(C) Employee compensation plans that could encourage the manipulation of reported earnings of the Company to enhance the
compensation of an employee;
(vi) The Company 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) The Company has prohibited any golden parachute payment, as defined in the regulations and guidance established under
section 111 of EESA, to an 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) The Company 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 the Company 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; the Company 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) The Company 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) The Company 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