II 

111TH CONGRESS 

2D SESSION S. 3241 

To provide for a safe, accountable, fair, and efficient banking system, and 

for other purposes. 

IN THE SENATE OF THE UNITED STATES 

APRIL 21, 2010 

Mr. BROWN of Ohio (for himself, Mr. KAUFMAN, Mr. CASEY, Mr. MERKLEY, 

Mr. WHITEHOUSE, and Mr. HARKIN) introduced the following bill; which 

was read twice and referred to the Committee on Banking, Housing, and 

Urban Affairs 

A BILL 

To provide for a safe, accountable, fair, and efficient banking 

system, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Safe, Accountable, 

5 Fair, and Efficient Banking Act of 2010’’ or the ‘‘SAFE 

6 Banking Act of 2010’’. 

7 SEC. 2. DEFINITIONS. 

8 (a) IN GENERAL.—As used in this Act— 


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1 (1) the term ‘‘appropriate Federal regulator’’ 

2 means— 

3 (A) the Board of Governors of the Federal 

4 Reserve System (in this Act referred to as the 

5 ‘‘Board’’); 

6 (B) the Comptroller General of the United 

7 States (in this Act referred to as the ‘‘Comp8 troller’’); or 

9 (C) the Federal Deposit Insurance Cor10 poration (in this Act referred to as the ‘‘Cor11 poration’’); 

12 (2) the term ‘‘average total consolidated assets’’ 

13 has the same meaning as in part 225 of title 12, 

14 Code of Federal Regulations, as in effect on the date 

15 of enactment of this Act, or any successor thereto; 

16 (3) the term ‘‘FDIC-assessed deposits’’ means 

17 the assessment base, as computed under part 327 of 

18 title 12, Code of Federal Regulations, as in effect on 

19 the date of enactment of this Act, or any successor 

20 thereto; 

21 (4) the term ‘‘financial company’’ means any 

22 nonbank financial company that is supervised by the 

23 Board; 

24 (5) the term ‘‘liabilities’’ equals a financial com25 pany’s total assets less tier 1 capital; 


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1 (6) the term ‘‘nondeposit liabilities’’ means the 

2 total assets of a bank holding company, less tier 1 

3 capital, less FDIC-assessed deposits; and 

4 (7) the term ‘‘tier 1 capital’’ has the same 

5 meaning as in part 225 of title 12, Code of Federal 

6 Regulations, as in effect on the date of enactment of 

7 this Act, or any successor thereto. 

8 (b) NONBANK FINANCIAL COMPANY DEFINITIONS.— 

9 (1) FOREIGN NONBANK FINANCIAL COMPANY.— 

10 The term ‘‘foreign nonbank financial company’’ 

11 means a company (other than a company that is, or 

12 is treated in the United States, as a bank holding 

13 company or a subsidiary thereof) that is— 

14 (A) incorporated or organized in a country 

15 other than the United States; and 

16 (B) substantially engaged in, including 

17 through a branch in the United States, activi18 ties in the United States that are financial in 

19 nature (as defined in section 4(k) of the Bank 

20 Holding Company Act of 1956). 

21 (2) U.S. NONBANK FINANCIAL COMPANY.—The 

22 term ‘‘U.S. nonbank financial company’’ means a 

23 company (other than a bank holding company or a 

24 subsidiary thereof) that is— 


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1 (A) incorporated or organized under the 

2 laws of the United States or any State; and 

3 (B) substantially engaged in activities in 

4 the United States that are financial in nature 

5 (as defined in section 4(k) of the Bank Holding 

6 Company Act of 1956). 

7 (3) NONBANK FINANCIAL COMPANY.—The term 

8 ‘‘nonbank financial company’’ means a U.S. 

9 nonbank financial company and a foreign nonbank 

10 financial company. 

11 SEC. 3. DEPOSIT CONCENTRATION LIMIT. 

12 Section 3(d) of the Bank Holding Company Act of 

13 1956 (12 U.S.C. 1842(d)) is amended— 

14 (1) in paragraph (2), by striking subparagraph 

15 (A) and inserting the following: 

16 ‘‘(A) NATIONWIDE CONCENTRATION LIM17 ITS.—No bank holding company may hold more 

18 than 10 percent of the total amount of deposits 

19 of insured depository institutions in the United 

20 States.’’; and 

21 (2) by striking paragraph (5) and inserting the 

22 following: 

23 ‘‘(5) ENFORCED COMPLIANCE.—The Board 

24 shall require any bank holding company having a de25 posit concentration in violation of this subsection to 


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1 sell or otherwise transfer assets to unaffiliated firms 

2 to bring the company into compliance with this sub3 section.’’. 

4 SEC. 4. LEVERAGE RATIO AND SIZE REQUIREMENTS FOR 

5 BANK HOLDING COMPANIES. 

6 The Bank Holding Company Act of 1956 (12 U.S.C. 

7 1841 et seq.) is amended by inserting after section 5 the 

8 following: 

9 ‘‘SEC. 5A. LIMITS ON LEVERAGE AND SIZE. 

10 ‘‘(a) LEVERAGE RATIO REQUIREMENTS FOR BANK

11 HOLDING COMPANIES AND FINANCIAL COMPANIES.— 

12 ‘‘(1) LEVERAGE RATIO.—No bank holding com13 pany or financial company may maintain tier 1 cap14 ital in an amount equal to less than 6 percent of av15 erage total consolidated assets. 

16 ‘‘(2) BALANCE SHEET LEVERAGE RATIO.—No 

17 bank holding company or financial company may 

18 maintain less than 6 percent of tier 1 capital for all 

19 outstanding balance sheet liabilities, as determined 

20 under section 13(m) of the Securities Exchange Act 

21 of 1934 (15 U.S.C. 78m(m)). 

22 ‘‘(3) EXEMPTIONS.— 

23 ‘‘(A) IN GENERAL.—The Board may ad24 just the leverage ratio requirements provided in 

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1 tions, based upon the size or activity of such 

2 class of institutions. No adjustment made under 

3 this subparagraph may allow an institution to 

4 carry less capital than provided in paragraph 

5 (1) or (2). 

6 ‘‘(B) ADJUSTMENTS.—Consistent with this 

7 subsection, the Board may adjust, by rule, the 

8 definitions of the terms ‘leverage ratio’ and 

9 ‘balance sheet leverage ratio’ to harmonize such 

10 ratios with official international agreements re11 garding capital standards, only if the Board de12 termines that the international capital stand13 ards are commensurate with the credit, market, 

14 operational, or other risks posed by the bank 

15 holding companies or financial companies to 

16 which the international agreements regarding 

17 capital standards apply. 

18 ‘‘(C) AUTHORITY OF OTHER REGU19 LATORS.— 

20 ‘‘(i) IN GENERAL.—The appropriate 

21 Federal regulator may, in a manner con22 sistent with this subsection, grant any 

23 bank holding company an emergency tem24 porary exemption from the ratio require25 ments provided in paragraph (1) or (2), 


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1 where necessary to prevent an imminent 

2 threat to the financial stability of the 

3 United States. 

4 ‘‘(ii) PUBLICATION REQUIRED.—Any 

5 exemption granted under this subpara6 graph shall be published in the Federal 

7 Register within a reasonable period after 

8 the date on which such exemption is grant9 ed, not to exceed 90 days, and such publi10 cation shall provide— 

11 ‘‘(I) the name of the bank hold12 ing company or financial company 

13 being granted an exemption; 

14 ‘‘(II) the reason for the exemp15 tion; and 

16 ‘‘(III) the plan of the appropriate 

17 Federal regulator detailing the man18 ner by which the bank holding com19 pany shall be brought into compliance 

20 with paragraphs (1) and (2). 

21 ‘‘(4) LEVERAGE RATIO REQUIREMENTS FOR OP22 ERATING SUBSIDIARIES OF BANK HOLDING COMPA23 NIES AND FINANCIAL COMPANIES.—Notwithstanding 

24 any other provision of law applicable to insured de25 pository institutions, the Board shall, within 1 year 


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1 of the date of enactment of the SAFE Banking Act 

2 of 2010, promulgate regulations establishing a lever3 age ratio and a balance sheet leverage ratio, in a 

4 manner consistent with paragraphs (1) and (2), for 

5 all operating subsidiaries of bank holding companies 

6 and financial companies. 

7 ‘‘(5) PROMPT CORRECTIVE ACTION.— 

8 ‘‘(A) AUTHORITIES.—The Board shall re9 quire any bank holding company or financial 

10 company that is in violation of paragraph (1) or 

11 (2) to raise capital, sell or otherwise transfer 

12 assets or off-balance sheet items to unaffiliated 

13 firms, or impose conditions on the manner in 

14 which the bank holding company conducts 1 or 

15 more activities to bring the company into com16 pliance with paragraphs (1) and (2). 

17 ‘‘(B) CORRECTIVE ACTION PLAN.—The 

18 Board shall, not later than 60 days after deter19 mining that a bank holding company or finan20 cial company is in violation of paragraph (1) or 

21 (2), present to the members of the Committee 

22 on Banking, Housing, and Urban Affairs of the 

23 Senate and the Committee on Financial Serv24 ices of the House of Representatives a plan de25 tailing the manner by which the bank holding 


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1 company or financial company shall be brought 

2 into compliance with the applicable provision of 

3 law. 

4 ‘‘(C) REPORTS TO CONGRESS.— 

5 ‘‘(i) WRITTEN REPORTS.—The Board 

6 shall provide to the members of the Com7 mittee on Banking, Housing, and Urban 

8 Affairs of the Senate and the Committee 

9 on Financial Services of the House of Rep10 resentatives periodic reports for each 60- 

11 day period during which a corrective action 

12 plan required by subparagraph (B) has not 

13 been fulfilled. 

14 ‘‘(ii) TESTIMONY.—The Board shall 

15 provide testimony to the Committee on 

16 Banking, Housing, and Urban Affairs of 

17 the Senate and the Committee on Finan18 cial Services of the House of Representa19 tives for each 90-day period that a correc20 tive action plan required by subparagraph 

21 (B) has not been fulfilled. 

22 ‘‘(b) LIMITS ON NONDEPOSIT LIABILITIES FOR

23 BANK HOLDING COMPANIES AND FINANCIAL COMPA24 NIES.— 

25 ‘‘(1) BANK HOLDING COMPANIES.— 


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1 ‘‘(A) LIMIT ON NONDEPOSIT LIABILITIES

2 FOR BANK HOLDING COMPANIES.—No bank 

3 holding company may possess nondeposit liabil4 ities exceeding 2 percent of the annual gross 

5 domestic product of the United States. 

6 ‘‘(B) DETERMINATION OF GROSS DOMES7 TIC PRODUCT.—The annual gross domestic 

8 product of the United States shall be deter9 mined for purposes of subparagraph (A) using 

10 the average of such product over the 16 cal11 endar quarters, as calculated by the Bureau of 

12 Economic Analysis of the Department of Com13 merce, most recently completed as of the time 

14 of the determination. 

15 ‘‘(C) OFF-BALANCE-SHEET LIABILITIES.— 

16 The computation of the limit under this para17 graph shall take into account off-balance-sheet 

18 liabilities. 

19 ‘‘(D) TREATMENT OF INSURANCE COMPA20 NIES.—Notwithstanding the liability limit es21 tablished in this section, the Board may set a 

22 separate liability limit with respect to certain 

23 bank holding companies primarily engaged in 

24 the business of insurance, as the Board deems 

25 necessary in order to provide for consistent and 


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1 equitable treatment of such institutions. In es2 tablishing such separate liability limits for in3 surance companies, for any insurance company 

4 with any subsidiary regulated by a State insur5 ance regulator, the Board shall consult the ap6 propriate State insurance regulator. 

7 ‘‘(E) TREATMENT OF FOREIGN DEPOS8 ITS.—Notwithstanding the definition of the 

9 term ‘nondeposit liabilities’ established in this 

10 section, the Board may exclude from its calcula11 tion of nondeposit liabilities any foreign and 

12 other deposits not covered by the definition of 

13 the term ‘FDIC-assessed deposits’, if the Board 

14 deems such action necessary to ensure the con15 sistent and equitable treatment of institutions 

16 with international operations. 

17 ‘‘(2) FINANCIAL COMPANIES.— 

18 ‘‘(A) LIMIT ON NONDEPOSIT LIABILITIES

19 FOR FINANCIAL COMPANIES.—No financial 

20 company may possess nondeposit liabilities ex21 ceeding 3 percent of the annual gross domestic 

22 product of the United States. 

23 ‘‘(B) DETERMINATION OF GROSS DOMES24 TIC PRODUCT.—The annual gross domestic 

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1 mined for purposes of subparagraph (A) using 

2 the average of such product over the 16 cal3 endar quarters, as calculated by the Bureau of 

4 Economic Analysis of the Department of Com5 merce, most recently completed as of the time 

6 of the determination. 

7 ‘‘(C) OFF-BALANCE-SHEET LIABILITIES.— 

8 The computation of the limit under this para9 graph shall take into account off-balance-sheet 

10 liabilities. 

11 ‘‘(D) TREATMENT OF INSURANCE COMPA12 NIES.—Notwithstanding the liability limit es13 tablished by this paragraph, the Board may set 

14 a separate liability limit with respect to insur15 ance companies or other financial companies, as 

16 the Board determines necessary in order to pro17 vide for consistent and equitable treatment of 

18 such institutions. In establishing such separate 

19 liability limits for insurance companies, for any 

20 insurance company with any subsidiary regu21 lated by a State insurance regulator, the Board 

22 shall consult with the appropriate State insur23 ance regulator. 

24 ‘‘(E) TREATMENT OF FOREIGN DEPOS25 ITS.—Notwithstanding the definition of the 


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1 term ‘nondeposit liabilities’ established in this 

2 section, the Board may exclude from its calcula3 tion of nondeposit liabilities any foreign and 

4 other deposits not covered by the definition of 

5 the term ‘FDIC-assessed deposits’, if the Board 

6 deems such action necessary to ensure the con7 sistent and equitable treatment of institutions 

8 with international operations. 

9 ‘‘(3) PROMPT CORRECTIVE ACTION.— 

10 ‘‘(A) AUTHORITIES.—The Board shall re11 quire any bank holding company or financial 

12 company that is in violation of a provision of 

13 paragraph (1) or (2), as applicable, to sell or 

14 otherwise transfer assets or off-balance-sheet 

15 items to unaffiliated firms, to terminate 1 or 

16 more activities, or to impose conditions on the 

17 manner in which the bank holding company or 

18 financial company conducts 1 or more activities 

19 to bring the company into compliance with 

20 paragraphs (1) or (2), as applicable. 

21 ‘‘(B) CORRECTIVE ACTION PLAN.—The 

22 Board shall, not later than 60 days after deter23 mining that a bank holding company or finan24 cial company is in violation of paragraph (1) or 

25 (2), present to the members of the Committee 


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1 on Banking, Housing, and Urban Affairs of the 

2 Senate and the Committee on Financial Serv3 ices of the House of Representatives a plan de4 tailing the manner by which the bank holding 

5 company or financial company shall be brought 

6 into compliance with the applicable provision. 

7 ‘‘(C) REPORTS TO CONGRESS.— 

8 ‘‘(i) WRITTEN REPORTS.—The Board 

9 shall provide to the members of the Com10 mittee on Banking, Housing, and Urban 

11 Affairs of the Senate and the Committee 

12 on Financial Services of the House of Rep13 resentatives periodic reports for each 60- 

14 day period during which a corrective action 

15 plan required by subparagraph (B) has not 

16 been fulfilled. 

17 ‘‘(ii) TESTIMONY.—The Board shall 

18 provide testimony to the Committee on 

19 Banking, Housing, and Urban Affairs of 

20 the Senate and the Committee on Finan21 cial Services of the House of Representa22 tives for each 120-day period during which 

23 a corrective action plan required by sub24 paragraph (B) has not been fulfilled. 

25 ‘‘(c) DEFINITIONS.—As used in this section— 


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1 ‘‘(1) the term ‘appropriate Federal regulator’ 

2 means— 

3 ‘‘(A) the Board of Governors of the Fed4 eral Reserve System (in this Act referred to as 

5 the ‘Board’); 

6 ‘‘(B) the Comptroller General of the 

7 United States (in this Act referred to as the 

8 ‘Comptroller’); or 

9 ‘‘(C) the Federal Deposit Insurance Cor10 poration (in this Act referred to as the ‘Cor11 poration’); 

12 ‘‘(2) the term ‘average total consolidated assets’ 

13 has the same meaning as in part 225 of title 12, 

14 Code of Federal Regulations, as in effect on the date 

15 of enactment of this Act, or any successor thereto; 

16 ‘‘(3) the term ‘FDIC-assessed deposits’ means 

17 the assessment base, as computed under part 327 of 

18 title 12, Code of Federal Regulations, as in effect on 

19 the date of enactment of this Act, or any successor 

20 thereto; 

21 ‘‘(4) the term ‘financial company’ means any 

22 nonbank financial company that is supervised by the 

23 Board; 

24 ‘‘(5) the term ‘liabilities’ equals a financial com25 pany’s total assets less tier 1 capital; 


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1 ‘‘(6) the term ‘nondeposit liabilities’ means the 

2 total assets of a bank holding company, less tier 1 

3 capital, less FDIC-assessed deposits; 

4 ‘‘(7) the term ‘foreign nonbank financial com5 pany’ means a company (other than a company that 

6 is, or is treated in the United States, as a bank 

7 holding company or a subsidiary thereof) that is— 

8 ‘‘(A) incorporated or organized in a coun9 try other than the United States; and 

10 ‘‘(B) substantially engaged in, including 

11 through a branch in the United States, activi12 ties in the United States that are financial in 

13 nature (as defined in section 4(k) of the Bank 

14 Holding Company Act of 1956); 

15 ‘‘(8) the term ‘U.S. nonbank financial company’ 

16 means a company (other than a bank holding com17 pany or a subsidiary thereof) that is— 

18 ‘‘(A) incorporated or organized under the 

19 laws of the United States or any State; and 

20 ‘‘(B) substantially engaged in activities in 

21 the United States that are financial in nature 

22 (as defined in section 4(k) of the Bank Holding 

23 Company Act of 1956); 


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1 ‘‘(9) the term ‘nonbank financial company’ 

2 means a U.S. nonbank financial company and a for3 eign nonbank financial company; and 

4 ‘‘(10) the term ‘tier 1 capital’ has the same 

5 meaning as in part 225 of title 12, Code of Federal 

6 Regulations, as in effect on the date of enactment of 

7 this section, or any successor thereto.’’. 

8 SEC. 5. CAPITAL ASSESSMENT PROGRAM. 

9 The Bank Holding Company Act of 1956 (12 U.S.C. 

10 1841 et seq.) is amended by inserting after section 7 the 

11 following new section: 

12 ‘‘SEC. 7A. CAPITAL ASSESSMENT PROGRAM. 

13 ‘‘(a) ANNUAL ASSESSMENTS.—Beginning 1 year 

14 after the date of enactment of the SAFE Banking Act 

15 of 2010, and annually thereafter, the Board shall conduct 

16 a capital assessment to estimate losses, revenues, and re17 serve needs for bank holding companies and financial com18 panies. 

19 ‘‘(b) REPORTS.—The Board shall provide a report on 

20 the results of the capital assessment program under this 

21 section to the Secretary, the members of the Committee 

22 on Banking, Housing, and Urban Affairs of the Senate, 

23 and the members of the Committee on Financial Services 

24 of the House of Representatives.’’. 


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1 SEC. 6. AMENDMENT TO THE SECURITIES AND EXCHANGE 

2 ACT. 

3 Section 13 of the Securities Exchange Act of 1934 

4 (15 U.S.C. 78m) is amended by adding at the end the 

5 following new subsection: 

6 ‘‘(m) STANDARD BALANCE SHEET CALCULATION

7 FOR REPORTS.— 

8 ‘‘(1) ESTABLISHMENT OF STANDARD BALANCE

9 SHEET REPORTING.—Not later than 1 year after the 

10 date of enactment of the SAFE Banking Act of 

11 2010, the Commission, or a standard setter des12 ignated by and under the oversight of the Commis13 sion, shall issue a rule requiring that each issuer of 

14 securities required to file reports under this section 

15 record all of its assets and liabilities on its balance 

16 sheets. The recorded amount of assets and liabilities 

17 shall reflect a reasonable assessment by the issuer of 

18 the most likely outcomes, given currently available 

19 information. Such issuers shall record all financings 

20 of assets for which the issuer has more than minimal 

21 economic risks or rewards. 

22 ‘‘(2) EXCLUSION FOR INDETERMINATE LIABIL23 ITIES.—If an issuer required to file reports under 

24 this section cannot determine the amount of a par25 ticular liability, for purposes of paragraph (1), such 


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1 issuer may exclude that liability from its balance 

2 sheet only if it discloses an explanation of— 

3 ‘‘(A) the nature of the liability and pur4 pose for incurring it; 

5 ‘‘(B) the most likely and maximum loss 

6 that the issuer could incur from the liability; 

7 ‘‘(C) whether there is any recourse to the 

8 issuer by another party and, if so, under what 

9 conditions such recourse could occur; and 

10 ‘‘(D) whether the issuer has any con11 tinuing involvement with an asset financed by 

12 the liability or any beneficial interest therein. 

13 ‘‘(3) RULEMAKING.—The Commission shall 

14 promulgate rules to ensure compliance with this sub15 section, including enforcement by the Commission 

16 and civil liability under the Securities Act of 1933 

17 and this title.’’. 

18 SEC. 7. EFFECTIVE DATE. 

19 (a) IN GENERAL.—This Act and the amendments 

20 made by this Act shall take effect upon the date of enact21 ment of this Act. 

22 (b) ALLOWANCE FOR BANK HOLDING COMPANIES

23 AND FINANCIAL COMPANIES NOT IN COMPLIANCE AT

24 DATE OF ENACTMENT.—Any institution that is in viola25 tion of— 


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1 (1) the deposit concentration limit in section 

2 3(d)(2)(A) of the Bank Holding Act of 1956, as 

3 amended by this Act, as of the date of enactment of 

4 this Act, shall bring itself into compliance with that 

5 limit not later than 1 year after the date of enact6 ment of this Act; 

7 (2) the leverage ratios in section 5A of the 

8 Bank Holding Act of 1956, as amended by this Act, 

9 as of the date of enactment of this Act, shall bring 

10 itself into compliance with those ratios, not later 

11 than 1 year after the date of enactment of this Act; 

12 and 

13 (3) the limits on nondeposit liabilities in section 

14 7A of the Bank Holding Company Act of 1956, as 

15 added by this Act, as of the date of enactment of 

16 this Act, shall bring itself into compliance with those 

17 limits, not later than 3 years after the date of enact18 ment of this Act. 

Æ 


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