I 
111TH CONGRESS 
1ST SESSION 
H. R. 851 
To establish executive compensation and corporate governance requirements 
for institutions receiving assistance under the Troubled Assets Relief Program. 
IN THE HOUSE OF REPRESENTATIVES 
FEBRUARY 4, 2009 
Ms. GIFFORDS introduced the following bill; which was referred to the 
Committee on Financial Services 
A BILL 
To establish executive compensation and corporate govern-
ance requirements for institutions receiving assistance 
under the Troubled Assets Relief Program. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Executive Compensa-
tion and Corporate Governance Act of 2009’’. 
SEC. 2. EXECUTIVE COMPENSATION AND CORPORATE GOV-
ERNANCE. 
(a) IN GENERAL.—Section 111 of the Emergency 
Economic Stabilization Act of 2008 (12 U.S.C. 5221) is 
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amended by adding at the end the following new sub-
sections: 
‘‘(e) ACROSS-THE-BOARD EXECUTIVE COMPENSA-
TION AND CORPORATE GOVERNANCE REQUIREMENTS.— 
‘‘(1) STANDARDS REQUIRED.—Effective as of 
the date of the enactment of the Executive Com-
pensation and Corporate Governance Act of 2009, 
and notwithstanding any provision of, and in addi-
tion to any requirement of subsection (a), (b), or (c) 
(other than the definitions in subsection (b)(3)), the 
Secretary shall require any assisted institution to 
meet standards for executive compensation and cor-
porate governance while any assistance under this 
title is outstanding. 
‘‘(2) SPECIFIC REQUIREMENTS.—The standards 
established under paragraph (1) shall include— 
‘‘(A) limits on compensation that exclude 
incentives for senior executive officers of an as-
sisted institution which received assistance 
under this title to take unnecessary and exces-
sive risks that threaten the value of such insti-
tution during the period that any assistance 
under this title is outstanding; 
‘‘(B) a provision for the recovery by such 
institution of any bonus or incentive compensa-
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tion paid to a senior executive officer based on 
statements of earnings, gains, or other criteria 
that are later found to be materially inaccurate; 
‘‘(C) a prohibition on such institution mak-
ing any golden parachute payment to a senior 
executive officer during the period that the as-
sistance under this title is outstanding; 
‘‘(D) a prohibition on such institution pay-
ing or accruing any bonus or incentive com-
pensation, during the period that the assistance 
under this title is outstanding, to the twenty- 
five most highly-compensated employees; and 
‘‘(E) a prohibition on any compensation 
plan that would encourage manipulation of such 
institution’s reported earnings to enhance the 
compensation of any of its employees. 
‘‘(3) DIVESTITURE.—During the period in 
which any assistance under this title to any assisted 
institution is outstanding, the institution may not 
own or lease any private passenger aircraft, or have 
any interest in such aircraft, except that such insti-
tution shall not be treated as being in violation of 
this provision with respect to any aircraft or interest 
in any aircraft that was owned or held by the insti-
tution immediately before receiving such assistance, 
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as long as the recipient demonstrates to the satisfac-
tion of the Secretary that all reasonable steps are 
being taken to sell or divest such aircraft or interest. 
‘‘(4) APPLICABILITY TO PRIOR ASSISTANCE.— 
Notwithstanding any limitations included in sub-
section (a), (b), or (c) with regard to applicability, 
the Secretary may apply the requirements of and the 
standards established under this subsection to any 
assisted institution that received any assistance 
under this title on or after the date of the enactment 
of the Executive Compensation and Corporate Gov-
ernance Act of 2009. 
‘‘(f) BOARD OBSERVER.—The Secretary may require 
the attendance of an observer delegated by the Secretary, 
on behalf of the Secretary, to attend the meetings of the 
board of directors of any assisted institution that became 
an assisted institution on or after October 3, 2008, and 
any committees of such board of directors, while any as-
sistance under this title is outstanding.’’. 
(b) REPEAL OF DE MINIMIS EXCEPTION.—Section 
111(c) of the Emergency Economic Stabilization Act of 
2008 (12 U.S.C. 5221(c)) is amended by striking ‘‘and 
only where such purchases per financial institution in the 
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aggregate exceed $300,000,000 (including direct pur-
chases),’’. 
Æ 
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