NOTICE 2008-PSSFI 

I. PURPOSE 

 This Notice, issued pursuant to sections 101(a)(1), 101(c)(5), and 111 of the 

Emergency Economic Stabilization Act of 2008, Div. A of Pub. Law No. 110-343 

(EESA), provides guidance on certain executive compensation provisions applicable to a 

financial institution from which the Department of the Treasury (Treasury) acquires 

troubled assets through programs for systemically significant failing institutions 

(program). 

II. BACKGROUND RELATING TO EESA EXECUTIVE COMPENSATION 

PROVISIONS 

 Section 101(a) of EESA authorizes the Secretary of the Treasury to establish a 

Troubled Asset Relief Program (TARP) to “purchase, and to make and fund 

commitments to purchase, troubled assets from any financial institution, on such terms 

and conditions as are determined by the Secretary, and in accordance with this Act and 

policies and procedures developed and published by the Secretary.” Section 120 of 

EESA provides that the TARP authorities generally terminate on December 31, 2009, 

unless extended upon certification by the Secretary of the Treasury to Congress, but in no 

event later than two years from the date of enactment of EESA (October 3, 2008) (the 

TARP authorities period). Thus, the TARP authorities period is the period from October 

3, 2008 to December 31, 2009 or, if extended, the period from October 3, 2008 to the 

date so extended, but not later than October 3, 2010. 

 Section 111 of EESA provides that financial institutions that sell assets to the 

Treasury may be subject to specified executive compensation standards. In the case of 

auction purchases from a financial institution that has sold assets to the Treasury in an 

amount that exceeds $300 million in the aggregate (including direct purchases), the 

financial institution is prohibited under section 111(c) of EESA from entering into any 

new employment contract with a senior executive officer (SEO) that provides a golden 

parachute to the SEO in the event of the SEO’s involuntary termination, or in connection 

with the financial institution’s bankruptcy filing, insolvency, or receivership. This 

prohibition applies during the TARP authorities period. The Treasury has issued separate 

guidance on these provisions (Notice 2008-TAAP). 

In addition, for auction purchases, section 302 of EESA enacted tax provisions as 

amendments to sections 162(m) and 280G of the Internal Revenue Code that address 

compensation paid to certain executive officers employed by financial institutions that 

sell assets under TARP. The Treasury and the Internal Revenue Service have issued 

separate guidance on these provisions (I.R.S. Notice 2008-94). 

In the case of direct purchases, section 111(b)(1) of EESA requires financial 

institutions to meet appropriate standards for executive compensation and corporate 

governance, as set forth by the Secretary of the Treasury. The Treasury has issued 
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guidance on section 111(b) in the form of an interim final rule with respect to the TARP 

Capital Purchase Program (CPP) (31 CFR Part 30), which applies the following standards 

with respect to the CPP: (a) limits on compensation that exclude incentives for SEOs of 

financial institutions to take unnecessary and excessive risks that threaten the value of the 

financial institution; (b) required recovery of any bonus or incentive compensation paid 

to a SEO based on statements of earnings, gains, or other criteria that are later proven to 

be materially inaccurate; (c) prohibition on the financial institution from making any 

golden parachute payment to any SEO; and (d) agreement to limit a claim to a federal 

income tax deduction for certain executive remuneration. The provisions apply while the 

Treasury holds an equity or debt position in the financial institution. 

This Notice 2008-PSSFI addresses the direct purchase provisions under section 

111(b) of EESA as they pertain to financial institutions participating in the program, 

applying similar standards to those set out in the interim final regulations, except for a 

more stringent rule with respect to golden parachute payments. Further guidance will be 

issued for any additional programs. 

Q-1: To what financial institutions does this Notice apply? 

A-1: (a) General rule. This Notice applies to any financial institution that 

participates in the program. 

(b) Controlled group rules. For purposes of section 111(b) of EESA, two or more 

persons who are treated as a single employer under section 414(b) of the Internal 

Revenue Code (employees of a controlled group of corporations) and section 414(c) of 

the Internal Revenue Code (employees of partnerships, proprietorships, etc., that are 

under common control) are treated as a single employer. However, for purposes of 

section 111(b) of EESA, the rules for brother-sister controlled groups and combined 

groups are disregarded (including disregarding the rules in section 1563(a)(2) and (a)(3) 

of the Internal Revenue Code with respect to corporations and the parallel rules that are 

in section 1.414(c)-2(c) of the Treasury Regulations with respect to other organizations 

conducting trades or businesses). See Q&A-11 of this Notice for special rules where a 

financial institution is acquired. 

Q-2: Who is a SEO under section 111 of EESA? 

A-2: (a) General definition. A SEO means a “named executive officer” as 

defined in Item 402 of Regulation S-K under the federal securities laws who: (1) is 

employed by a financial institution that is participating in the program while the Treasury 

holds an equity or debt position acquired under the program; and (2)(i) is the principal 

executive officer (PEO) (or person acting in a similar capacity) of such financial 

institution (or, in the case of a controlled group, of the parent entity); (ii) the principal 

financial officer (PFO) (or person acting in a similar capacity) of such financial 

institution (or, in the case of a controlled group, of the parent entity); or (iii) one of the 

three most highly compensated executive officers of such financial institution (or the 

financial institution’s controlled group) other than the PEO or the PFO. 
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(b) Determination of three most highly compensated executive officers. For 

financial institutions with securities registered with the Securities and Exchange 

Commission (SEC) pursuant to the federal securities law, the three most highly 

compensated executive officers are determined according to the requirements in Item 402 

of Regulation S-K under the federal securities laws. The term “executive officer” has the 

same meaning as defined in Rule 3b-7 of the Securities Exchange Act of 1934 (Exchange 

Act).1 For purposes of determining the three most highly compensated executive 

officers, compensation is determined as it is in Item 402 of Regulation S-K to include 

total compensation for the last completed fiscal year without regard to whether the 

compensation is includible in the executive officer’s gross income. Until the 

compensation data for the current fiscal year are available, the financial institution should 

make its best efforts to identify the three most highly compensated executive officers for 

the current fiscal year. 

(c) Application to private employers. Rules analogous to the rules in paragraphs 

(a) and (b) of this Q&A-2 apply to financial institutions that are not subject to the federal 

securities laws, rules, and regulations, including financial institutions that do not have 

securities registered with the SEC pursuant to the federal securities laws. 

Q-3: What actions are necessary for a financial institution participating in the 

program to comply with section 111(b)(2)(A) of EESA? 

A-3: In order to comply with section 111(b)(2)(A) of EESA for purposes of 

participation in the program, a financial institution must comply with the following rules: 

(1) promptly, and in no case more than 90 days, after the purchase under the program, the 

financial institution’s compensation committee, or a committee acting in a similar 

capacity, must review the SEO incentive compensation arrangements with such financial 

institution’s senior risk officers, or other personnel acting in a similar capacity, to ensure 

that the SEO incentive compensation arrangements do not encourage SEOs to take 

unnecessary and excessive risks that threaten the value of the financial institution; (2) 

thereafter, the compensation committee, or a committee acting in a similar capacity, must 

meet at least annually with senior risk officers, or individuals acting in a similar capacity, 

to discuss and review the relationship between the financial institution’s risk management 

policies and practices and the SEO incentive compensation arrangements; and (3) the 

compensation committee, or a committee acting in a similar capacity, must certify that it 

has completed the reviews of the SEO incentive compensation arrangements required 

under (1) and (2) above. These rules apply while the Treasury holds an equity or debt 

position acquired under the program. 

 

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Exchange Act Rule 3b-7: “The term ‘executive officer,’ when used with reference to a registrant, means its 

president, any vice president of the registrant in charge of a principal business unit, division or function 

(such as sales, administration or finance), any other officer who performs a policy-making function or any 

other person who performs similar policy-making functions for the registrant. Executive officers of 

subsidiaries may be deemed executive officers of the registrant if they perform such policy-making 

function for the registrant.” 
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Q-4: How should the financial institution comply with the standard under Q&A-3 

of this Notice that the compensation committee, or a committee acting in a similar 

capacity, review the SEO incentive compensation arrangements to ensure that the SEO 

incentive compensation arrangements do not encourage the SEOs to take unnecessary 

and excessive risks that threaten the value of the financial institution? 

A-4: Because each financial institution faces different material risks given the 

unique nature of its business and the markets in which it operates, the compensation 

committee, or a committee acting in a similar capacity, should discuss with the financial 

institution’s senior risk officers, or other personnel acting in a similar capacity, the risks 

(including long-term as well as short-term risks) that such financial institution faces that 

could threaten the value of the financial institution. The compensation committee, or a 

committee acting in a similar capacity, should identify the features in the financial 

institution’s SEO incentive compensation arrangements that could lead SEOs to take such 

risks. Any such features should be limited in order to ensure that the SEOs are not 

encouraged to take risks that are unnecessary or excessive. 

Q-5: How should the financial institution comply with the certification 

requirements under Q&A-3 of this Notice? 

A-5: (a) Certification. The compensation committee, or a committee acting in a 

similar capacity, of the financial institution must provide the certifications required by 

Q&A-3 of this Notice stating that it has reviewed, with such financial institution’s senior 

risk officers, the SEO incentive compensation arrangements to ensure that the incentive 

compensation arrangements do not encourage SEOs to take unnecessary and excessive 

risks. Providing a statement similar to the following and in the manner provided in 

subparagraphs (b) and (c) of this Q&A-5, as applicable, would satisfy this standard: “The 

compensation committee certifies that it has reviewed with senior risk officers the SEO 

incentive compensation arrangements and has made reasonable efforts to ensure that such 

arrangements do not encourage SEOs to take unnecessary and excessive risks that 

threaten the value of the financial institution.” 

(b) Location. For financial institutions with securities registered with the SEC 

pursuant to the federal securities law, the compensation committee, or a committee acting 

in a similar capacity, should provide this certification in the Compensation Committee 

Report required pursuant to Item 407(e) of Regulation S-K under the federal securities 

laws. 

(c) Application to private financial institutions. The rules provided in this Q&A-5 

are also applicable to financial institutions that are not subject to the federal securities 

laws, rules, and regulations, including financial institutions that do not have securities 

registered with the SEC pursuant to the federal securities laws. A private financial 

institution should file the certification of the compensation committee, or a committee 

acting in a similar capacity, with its primary regulatory agency. 
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Q-6: What actions are necessary for a financial institution participating in the 

program to comply with section 111(b)(2)(B) of EESA? 

A-6: In order to comply with section 111(b)(2)(B) of EESA for purposes of 

participation in the program, a financial institution must require that SEO bonus and 

incentive compensation paid during the period that the Treasury holds an equity or debt 

position acquired under the program are subject to recovery or “clawback” by the 

financial institution if the payments were based on materially inaccurate financial 

statements or any other materially inaccurate performance metric criteria. For this 

purpose, bonus and incentive compensation is paid to a SEO when the SEO obtains a 

legally binding right to that payment if the legally binding right occurs during any period 

that the Treasury holds an equity or debt position under the program. 

 

Q-7: How do the standards and regulations under section 111(b)(2)(B) of EESA 

differ from section 304 of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) (Pub. Law 

No. 107-204)? 

A-7: Section 304 of Sarbanes-Oxley requires the forfeiture by a public 

company’s chief executive officer and the chief financial officer of any bonus, incentivebased compensation, or equity-based compensation received and any profits from sales of 

the company’s securities during the twelve-month period following a materially noncompliant financial report. Section 111(b)(2)(B) of EESA differs from section 304 of 

Sarbanes-Oxley in several ways. The standard under section 111(b)(2)(B) of EESA: 

applies to the three most highly compensated executive officers in addition to the PEO 

and the PFO; applies to both public and private financial institutions; is not exclusively 

triggered by an accounting restatement; does not limit the recovery period; and covers not 

only material inaccuracies relating to financial reporting but also material inaccuracies 

relating to other performance metrics used to award bonuses and incentive compensation. 

Q-8: What actions are necessary for a financial institution participating in the 

program to comply with section 111(b)(2)(C) of EESA? 

A-8: In order to comply with section 111(b)(2)(C) of EESA for purposes of 

participation in the program, a financial institution must prohibit any golden parachute 

payment to a SEO during the period the Treasury holds an equity or debt position 

acquired under the program. 

Q-9: What is a golden parachute payment under section 111(b) of EESA? 

A-9: (a) Definition. For purposes of applying section 111(b) of EESA with 

respect to the program, a “golden parachute payment” means any payment in the nature 

of compensation to (or for the benefit of) a SEO made on account of an applicable 

severance from employment. 

 

(b) Applicable severance from employment. (1) Definition. An applicable 

severance from employment means any SEO’s severance from employment with the 
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financial institution (i) by reason of involuntary termination of employment with the 

financial institution or with an entity that is treated as the same employer as the financial 

institution under Q&A-1 of this Notice; or (ii) in connection with any bankruptcy filing, 

insolvency, or receivership of the financial institution or of an entity that is treated as the 

same employer as the financial institution under Q&A-1 of this Notice. 

 

(2) Involuntary termination. (i) An involuntary termination from employment 

means a termination from employment due to the independent exercise of the unilateral 

authority of the employer to terminate the SEO’s services, other than due to the SEO’s 

implicit or explicit request to terminate employment, where the SEO was willing and able 

to continue performing services. An involuntary termination from employment may 

include the financial institution’s failure to renew a contract at the time such contract 

expires, provided that the SEO was willing and able to execute a new contract providing 

terms and conditions substantially similar to those in the expiring contract and to 

continue providing such services. In addition, a SEO’s voluntary termination from 

employment constitutes an involuntary termination from employment if the termination 

from employment constitutes a termination for good reason due to a material negative 

change in the SEO’s employment relationship. See section 1.409A-1(n)(2) of the 

Treasury Regulations. 

 

(ii) A severance from employment by a SEO is by reason of involuntary 

termination even if the SEO has voluntarily terminated employment in any case where 

the facts and circumstances indicate that absent such voluntary termination the financial 

institution would have terminated the SEO’s employment and the SEO had knowledge 

that he or she would be so terminated. 

 

(c) Payments on account of an applicable severance from employment. (1) 

Definition. A payment on account of an applicable severance from employment means a 

payment that would not have been payable if no applicable severance from employment 

had occurred (including amounts that would otherwise have been forfeited if no 

applicable severance from employment had occurred) and amounts that are accelerated 

on account of the applicable severance from employment. See section 1.280G-1, Q&A24(b), of the Treasury Regulations for rules regarding the determination of the amount 

that is on account of an acceleration. 

 

(2) Excluded amounts. Payments on account of an applicable severance from 

employment do not include amounts paid to a SEO under a tax qualified retirement plan. 

Q-10: Are there other conditions that are required under the executive 

compensation and corporate governance standards in section 111(b)(1) of EESA? 

A-10: The financial institution must agree, as a condition to participate in the 

program, that no deduction will be claimed for federal income tax purposes for 

remuneration that would not be deductible if section 162(m)(5) of the Internal Revenue 

Code were to apply to the financial institution. For this purpose, during the period that 

the Treasury holds an equity or debt position in the financial institution acquired under 
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the program: (i) the financial institution (including entities in its controlled group) is 

treated as an “applicable employer,” (ii) its SEOs are treated as “covered executives,” 

and (iii) any taxable year that includes any portion of that period is treated as an 

“applicable taxable year,” each as defined in section 162(m)(5) of the Internal Revenue 

Code, except that the dollar limitation and the remuneration for the taxable year are 

prorated for the portion of the taxable year that the Treasury holds an equity or debt 

position in the financial institution under the program. 

Q-11: How does section 111(b) of EESA operate in connection with an 

acquisition, merger, or reorganization? 

A-11: (a) Special rules for acquisitions, mergers, or reorganizations. In the event 

that a financial institution (target) that had sold troubled assets to the Treasury through 

the program is acquired by an entity that is not related to target (acquirer) in an 

acquisition of any form, acquirer will not become subject to section 111(b) of EESA 

merely as a result of the acquisition. For this purpose, an acquirer is related to target if 

stock or other interests of target are treated (under section 318(a) of the Internal Revenue 

Code other than paragraph (4) thereof) as owned by acquirer. With respect to the target, 

any employees of target who are SEOs prior to the acquisition will be subject to section 

111(b)(2)(C) of EESA until after the first anniversary following the acquisition. 

(b) Example. In 2008, financial institution A sells $100 million of troubled assets 

to the Treasury through the program. In January 2009, financial institution B, which is 

not otherwise subject to section 111(b) of EESA, acquires financial institution A in a 

stock purchase transaction, with the result that financial institution A becomes a wholly 

owned subsidiary of financial institution B. Based on the rules in paragraph (a) of this 

Q&A-11, the SEOs of financial institution B are not subject to section 111(b) of EESA 

solely as a result of the acquisition of financial institution A in January 2009. The SEOs 

of financial institution A at the time of the acquisition are subject to section 111(b)(2)(C) 

of EESA until January 2010, the first anniversary following the acquisition. 

Q-12: What actions are necessary for a financial institution participating in the 

program to comply with the executive compensation reporting and recordkeeping 

requirements? 

(a) Reporting Requirements. (1) General. The PEO (or person acting in a similar 

capacity) of the financial institution participating in the program is required to provide to 

the Chief Compliance Officer (CCO) of TARP, the following certifications with respect 

to the compliance of the financial institution with section 111(b) of EESA as 

implemented under this Notice. The PEO of the financial institution is also required to 

provide copies of these certifications to the transfer agent under the program. To the 

extent that the PEO (or person acting in a similar capacity) of the financial institution is 

unable to provide any of these certifications in a timely manner, the PEO is required to 

provide the CCO an explanation of the reason such certification has not been provided. 

These certifications are in addition to the compensation committee certifications required 

by Q&A-3 of this Notice. 
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(2) 120 Day Certification. Within 120 days of the closing date of the agreement 

between the financial institution and the Treasury under the program, the PEO (or person 

acting in a similar capacity) of the financial institution is required to provide a 

certification similar to the following to the CCO: 

“I, [identify the principal executive officer of the financial institution], certify, based on 

my knowledge, that the compensation committee of [identify financial institution] 

reviewed within 90 days of the Department of the Treasury’s purchase of the [identify 

financial instrument] of [identify financial institution] under the program the incentive 

compensation arrangements of the senior executive officers, as defined in subsection 

111(b)(3) of the Emergency Economic Stabilization Act of 2008 and regulations and 

guidance issued thereunder (SEOs), of [identify financial institution] with senior risk 

officers of [identify financial institution] to ensure that the SEO incentive compensation 

arrangements do not encourage the SEOs to take unnecessary and excessive risks that 

threaten the value of [identify financial institution].” 

(3) First Fiscal Year Certification. Within 135 days of the completion of the first 

annual fiscal year of the financial institution during any part of which the financial 

institution has participated in the program, the PEO (or person acting in a similar 

capacity) of the financial institution is required to provide a certification similar to the 

following to the CCO: 

“I, [identify the principal executive officer of the financial institution], certify, based on 

my knowledge, that: 

(i) The compensation committee of [identify financial institution] has met at 

least once during the most recently ended fiscal year with senior risk 

officers to discuss and review the relationship between the risk 

management policies and practices of [identify financial institution] and 

the incentive compensation arrangements of the senior executive officers, 

as defined in subsection 111(b)(3) of the Emergency Economic 

Stabilization Act of 2008 (EESA) and regulations and guidance issued 

thereunder (SEOs), to ensure that the SEO incentive compensation 

arrangements do not encourage the SEOs to take unnecessary and 

excessive risks that threaten the value of [identify financial institution]; 

(ii) The compensation committee of [identify financial institution] has 

certified to the review of the SEO incentive compensation arrangements 

required under (i) above; 

(iii) [Identify financial institution] has required that SEO bonus and incentive 

compensation be subject to recovery or “clawback” by [identify financial 

institution] if the payments were based on materially inaccurate financial 

statements or any other materially inaccurate performance metric criteria; 
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(iv) [Identify financial institution] has prohibited any golden parachute 

payment, as defined in the regulations and guidance issued under section 

111(b) of EESA, to a SEO; 

(v) [Identify financial institution] has instituted controls and procedures to 

limit the deduction for remuneration for federal income tax purposes to 

$500,000 for each SEO for the most recently ended fiscal year as if section 

162(m)(5) of the Internal Revenue Code applied to [identify financial 

institution]; and 

(vi) The following individuals are the SEOs for the current fiscal year: 

[identify names and titles of SEOs of financial institution].” 

(4) Years Following First Fiscal Year Certification. Within 135 days of the 

completion of each annual fiscal year of the financial institution after the first fiscal year 

during any part of which the financial institution has participated in the program, the PEO 

(or person acting in a similar capacity) of the financial institution is required to provide a 

certification similar to the following to the CCO: 

“I, [identify the principal executive officer of the financial institution], certify, based on 

my knowledge, that: 

(i) The compensation committee of [identify financial institution] has met at 

least once during the most recently ended fiscal year with senior risk 

officers to discuss and review the relationship between the risk 

management policies and practices of [identify financial institution] and 

the incentive compensation arrangements of the senior executive officers, 

as defined in subsection 111(b)(3) of the Emergency Economic 

Stabilization Act of 2008 (EESA) and regulations and guidance issued 

thereunder (SEOs), to ensure that the SEO incentive compensation 

arrangements do not encourage the SEOs to take unnecessary and 

excessive risks that threaten the value of [identify financial institution]; 

(ii) The compensation committee of [identify financial institution] has 

certified to the review of the SEO incentive compensation arrangements 

required under (i) above; 

(iii) [Identify financial institution] has required that SEO bonus and incentive 

compensation be subject to recovery or “clawback” by [identify financial 

institution] if the payments were based on materially inaccurate financial 

statements or any other materially inaccurate performance metric criteria; 

(iv) [Identify financial institution] has prohibited any golden parachute 

payment, as defined in the regulations and guidance issued under section 

111(b) of EESA, to a SEO; 
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(v) [Identify financial institution] has instituted controls and procedures to 

limit the deduction for remuneration for federal income tax purposes to 

$500,000 for each SEO for the most recently ended fiscal year as if section 

162(m)(5) of the Internal Revenue Code applied to [identify financial 

institution]; 

(vi) [Identify financial institution] has limited the deduction for remuneration 

for federal income tax purposes to $500,000 for each SEO for the fiscal 

year prior to the most recently ended fiscal year as if section 162(m)(5) of 

the Internal Revenue Code applied to [identify financial institution]; and 

(vii) The following individuals are the SEOs for the current fiscal year: 

[identify names and titles of SEOs of financial institution].” 

(b) Recordkeeping Requirements. The financial institution is required to preserve 

appropriate documentation and records to substantiate each certification required under 

paragraph (a) of this Q&A-12 for a period of not less than six years after the date of the 

certification, the first two years in an easily accessible place. The financial institution is 

required to furnish promptly to the TARP CCO legible, true, complete, and current copies 

of the documentation and records that are required to be preserved under paragraph (b) of 

this Q&A-12 that are requested by the representative of the TARP CCO. 

(c) Penalties for Making or Providing False or Fraudulent Statements. Any 

individual or entity which provides information or makes a certification to the Treasury 

that is relating to purchases under section 111 of EESA or required pursuant to these 

guidelines is subject to 18 U.S.C. 1001, which generally prohibits the making of any false 

or fraudulent statement to a federal officer. Upon receipt of information indicating that 

any individual or entity has violated any provision of title 18 of the U.S. Code or other 

provision of federal law, the Treasury shall refer such information to the Department of 

Justice and the Special Inspector General provided for under EESA. 

REQUEST FOR COMMENTS 

The Treasury requests comments on the topics addressed in this Notice. 

Comments may be submitted to the Treasury by any of the following methods: Submit 

electronic comments by email to executivecompensationcomments@do.treas.gov; or 

send paper comments in triplicate to Executive Compensation Comments, Office of 

Financial Institutions Policy, Room 1418, Department of the Treasury, 1500 

Pennsylvania Avenue, NW, Washington, DC 20220. 

In general, the Treasury will post all comments to www.regulations.gov without 

change, including any business or personal information provided such as names, 

addresses, e-mail addresses, or telephone numbers. The Treasury will also make such 

comments available for public inspection and copying in the Treasury’s Library, Room 

1428, Main Department Building, 1500 Pennsylvania Avenue, NW, Washington, DC 

20220, on official business days between the hours of 10:00 a.m. and 5:00 p.m. Eastern 
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Time. You can make an appointment to inspect comments by telephoning (202) 622-

0990. All comments, including attachments and other supporting materials, received are 

part of the public record and subject to public disclosure. You should submit only 

information that you wish to make available publicly. 

EFFECTIVE DATE 

Financial institutions may rely on rules in this Notice for purposes of compliance 

with section 111(b) of EESA effective from October 3, 2008 (the date of enactment of 

EESA). 

CONTACT INFORMATION 

 For further information regarding this guidance, contact the Office of Domestic 

Finance, the Treasury, at (202) 927-6618.