Attached files
EXHIBIT
99.2
UNITED
BANCORP, INC.
Certification
of the Principal Financial Officer
Pursuant
to Section 111 of the Emergency Economic Stabilization Act of 2008
I, Randal
J. Rabe, certify, based on my knowledge, that:
(i)
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The
Compensation & Governance Committee of United Bancorp, Inc. (“United”)
has discussed, reviewed, and evaluated with senior risk officers at least
every six months during the period beginning September 14, 2009 and ending
December 31, 2009 (the applicable period), senior executive officer
(“SEO”) compensation plans and employee compensation plans and the risks
these plans pose to United;
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(ii)
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The
Compensation & Governance Committee 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 United, and during that same applicable period, has
identified any features of the employee compensation plans that pose risks
to United and has limited those features to ensure that United is not
unnecessarily exposed to risks;
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(iii)
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The
Compensation & Governance Committee has reviewed at least every six
months during the applicable period, the terms of each employee
compensation plan and identified the features of the plan that could
encourage the manipulation of reported earnings of United to enhance the
compensation of an employee and has limited any such
features;
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(iv)
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The
Compensation & Governance Committee will certify to the reviews of the
SEO compensation plans and employee compensation plans required under (i)
and (iii) above;
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(v)
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The
Compensation & Governance Committee 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 United; (B) Employee compensation
plans that unnecessarily expose United to risks; and (C) Employee
compensation plans that could encourage the manipulation of reported
earnings of United to enhance the compensation of an
employee;
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(vi)
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United
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;
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(vii)
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United
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
June 15, 2009 and ending December 31,
2009;
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(viii)
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United
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 June 15, 2009 and ending December
31, 2009;
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(ix)
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The
board of directors of United has established an excessive or luxury
expenditures policy by September 14, 2009; this policy has been provided
to Treasury and its primary regulatory agency; United and its employees
have complied with this policy during the applicable period; 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;
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(x)
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United
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 June 15, 2009 and ending
December 31, 2009;
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(xi)
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United
will disclose the amount, nature, and justification for the offering
during the period beginning June 15, 2009 and ending December 31, 2009 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);
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(xii)
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United
will disclose whether United, the board of directors of United, or the
Compensation & Governance Committee of United has engaged during the
period beginning June 15, 2009 and ending December 31, 2009, a
compensation consultant; and the services the compensation consultant or
any affiliate of the compensation consultant provided during this
period;
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(xiii)
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United
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
June 15, 2009 and ending December 31,
2009;
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(xiv)
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United
has substantially complied with all other requirements related to employee
compensation that are provided in the agreement between United and
Treasury, including any amendments;
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(xv)
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United
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 name, title and employer
of each SEO and most highly compensated employees
identified:
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and
(xvi)
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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.
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/s/
Randal J. Rabe
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February
25, 2010
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Randal
J. Rabe (Principal Financial Officer)
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Date
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Executive
Vice President and Chief Financial Officer
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