The Hartford 2010 Annual Report Download - page 247

II-16
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, Christopher J. Swift, 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 any part of the most recently completed fiscal
year that was a TARP period, senior executive officer (SEO) compensation plans and employee compensation plans and
the risks these plans pose to the Company;
(ii) The compensation committee of the Company 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 could threaten the value of the Company and has identified any features of the
employee compensation plans that pose risks to the Company and 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 any part of the most recently completed
fiscal year that was a TARP 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 was 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 to SEOs or any of the next twenty most 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 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 a SEO or any of the next five most highly compensated employees during any part of the
most recently completed fiscal year that was a TARP period;
(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 any part of the most recently completed fiscal year that was a
TARP period;
(ix) The Company 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 most recently 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) 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 any part of the most recently completed fiscal year that was a TARP period;
(xi) The Company 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 the regulations and guidance established
under section 111 of EESA, whose total value exceeds $25,000 for any employee who was subject to the bonus payment
limitations identified in paragraph (viii);