‘‘(C) CRITERIA FOR ACCEPTING PLAN.— 
The Board shall not accept a capital restoration 
plan unless it determines that the plan— 
‘‘(i) complies with subparagraph (B); 
‘‘(ii) is based on realistic assumptions, 
and is likely to succeed in restoring the 
bank holding company’s capital; and 
‘‘(iii) would not appreciably increase 
the risk (including credit risk, interest-rate 
risk, and other types of risk) to which the 
bank holding company is exposed. 
‘‘(D) DEADLINES
FOR
SUBMISSION
AND 
REVIEW OF PLANS.—The Board shall, by regu-
lation, establish deadlines that— 
‘‘(i) provide bank holding companies 
with reasonable time to submit capital res-
toration plans, and generally require a 
bank holding company to submit a plan 
not later than 45 days after it becomes 
undercapitalized; and 
‘‘(ii) require the Board to act on cap-
ital restoration plans expeditiously, and 
generally not later than 60 days after the 
plan is submitted. 
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‘‘(3) ASSET GROWTH RESTRICTED.—An under-
capitalized bank holding company shall not permit 
its average total assets during any calendar quarter 
to exceed its average total assets during the pre-
ceding calendar quarter unless— 
‘‘(A) the Board has accepted the bank 
holding company’s capital restoration plan; 
‘‘(B) any increase in total assets is con-
sistent with the plan; and 
‘‘(C) the bank holding company’s ratio of 
tangible equity to total assets increases during 
the calendar quarter at a rate sufficient to en-
able it to become well capitalized within a rea-
sonable time. 
‘‘(4) PRIOR APPROVAL REQUIRED FOR ACQUISI-
TIONS AND NEW LINES OF BUSINESS.—An under-
capitalized bank holding company shall not, directly 
or indirectly, acquire any interest in any company or 
insured depository institution, or engage in any new 
line of business, unless— 
‘‘(A) the Board has accepted the bank 
holding company’s capital restoration plan, the 
bank holding company is implementing the 
plan, and the Board determines that the pro-
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posed action is consistent with and will further 
the achievement of the plan; 
‘‘(B) the Board determines that the spe-
cific proposed action is appropriate; or 
‘‘(C) the Board has exempted the bank 
holding company from the requirements of this 
paragraph with respect to the class of acquisi-
tions that includes the proposed action. 
‘‘(5) 
DISCRETIONARY
SAFEGUARDS.—The 
Board may, with respect to any undercapitalized 
bank holding company, take actions described in any 
subparagraph of subsection (f)(2) if the Board de-
termines that those actions are necessary. 
‘‘(f) PROVISIONS APPLICABLE
TO SIGNIFICANTLY 
UNDERCAPITALIZED BANK HOLDING COMPANIES
AND 
UNDERCAPITALIZED BANK HOLDING COMPANIES THAT 
FAIL TO SUBMIT AND IMPLEMENT CAPITAL RESTORA-
TION PLANS.— 
‘‘(1) IN GENERAL.—This subsection shall apply 
with respect to any bank holding company that— 
‘‘(A) is significantly undercapitalized; or 
‘‘(B) is undercapitalized and— 
‘‘(i) fails to submit an acceptable cap-
ital restoration plan within the time al-
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lowed by the Board under subsection 
(e)(2)(D); or 
‘‘(ii) fails in any material respect to 
implement a capital restoration plan ac-
cepted by the Board. 
‘‘(2) SPECIFIC
ACTIONS
AUTHORIZED.—With 
respect to a bank holding company to which this 
subsection applies, the Board shall take 1 or more 
of the following actions: 
‘‘(A) 
REQUIRING
RECAPITALIZATION.— 
Doing one or more of the following: 
‘‘(i) Requiring the bank holding com-
pany to sell enough shares or obligations of 
the bank holding company so that the 
bank holding company will be well capital-
ized after the sale. 
‘‘(ii) Further requiring that instru-
ments sold under clause (i) be voting 
shares. 
‘‘(iii) Requiring the bank holding com-
pany to be acquired by or combine with 
another company. 
‘‘(B) RESTRICTING
TRANSACTIONS
WITH 
AFFILIATES.— 
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‘‘(i) Requiring the bank holding com-
pany to comply with section 23A of the 
Federal Reserve Act (12 U.S.C. 371(c)), 
as if it were a member bank. 
‘‘(ii) Further restricting the bank 
holding company’s transactions with affili-
ates and insiders. 
‘‘(C) RESTRICTING ASSET GROWTH.—Re-
stricting the bank holding company’s asset 
growth more stringently than the requirements 
under subsection (e)(3), or requiring the bank 
holding company to reduce its total assets. 
‘‘(D) RESTRICTING
ACTIVITIES.—Requir-
ing the bank holding company or any of its sub-
sidiaries to alter, reduce, or terminate any ac-
tivity that the Board determines poses excessive 
risk to the bank holding company. 
‘‘(E) IMPROVING MANAGEMENT.—Doing 1 
or more of the following: 
‘‘(i) NEW ELECTION OF DIRECTORS.— 
Ordering a new election for the bank hold-
ing company’s board of directors. 
‘‘(ii) DISMISSING DIRECTORS OR SEN-
IOR EXECUTIVE OFFICERS.—Requiring the 
bank holding company to dismiss from of-
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fice any director or senior executive officer 
who had held office for more than 180 
days immediately before the bank holding 
company became undercapitalized. Dis-
missal under this clause shall not be con-
strued to be a removal under section 8 of 
the Federal Deposit Insurance Act (12 
U.S.C. 1818). 
‘‘(iii) EMPLOYING QUALIFIED SENIOR 
EXECUTIVE
OFFICERS.—Requiring 
the 
bank holding company to employ qualified 
senior executive officers (who, if the Board 
so specifies, shall be subject to approval by 
the Board). 
‘‘(F) REQUIRING
DIVESTITURE.—Requir-
ing the bank holding company to divest itself of 
or liquidate any subsidiary if the Board deter-
mines that the subsidiary is in danger of be-
coming insolvent, poses a significant risk to the 
bank holding company, or is likely to cause a 
significant dissipation of the bank holding com-
pany’s assets or earnings. 
‘‘(G) REQUIRING OTHER ACTION.—Requir-
ing the bank holding company to take any other 
action that the Board determines will be better 
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carry out the purpose of this section than any 
of the actions described in this paragraph. 
‘‘(3) PRESUMPTION IN FAVOR OF CERTAIN AC-
TIONS.—In complying with paragraph (2), the 
Board shall take the following actions, unless the 
Board determines that the actions would not be ap-
propriate: 
‘‘(A) The action described in clause (i) or 
(iii) of paragraph (2)(A) (relating to requiring 
the sale of shares or obligations, or requiring 
the bank holding company to be acquired by or 
combine with another company). 
‘‘(B) The action described in paragraph 
(2)(B)(i) (relating to restricting transactions 
with affiliates). 
‘‘(4) SENIOR EXECUTIVE OFFICERS’ COMPENSA-
TION RESTRICTED.— 
‘‘(A) IN
GENERAL.—The bank holding 
company shall not do any of the following with-
out the prior written approval of the Board: 
‘‘(i) Pay any bonus to any senior exec-
utive officer. 
‘‘(ii) Provide compensation to any sen-
ior executive officer at a rate exceeding 
that officer’s average rate of compensation 
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(excluding bonuses, stock options, and 
profit-sharing) during the 12 calendar 
months preceding the calendar month in 
which the bank holding company became 
undercapitalized. 
‘‘(B) FAILING
TO
SUBMIT
PLAN.—The 
Board shall not grant any approval under sub-
paragraph (A) with respect to a Bank holding 
company that has failed to submit an accept-
able capital restoration plan. 
‘‘(5) CONSULTATION
WITH
OTHER
REGU-
LATORS.—Before the Board makes a determination 
under paragraph (2)(F) with respect to a subsidiary 
that is a broker, dealer, government securities 
broker, government securities dealer, investment 
company, or investment adviser, the Board shall 
consult with the Securities and Exchange Commis-
sion and, in the case of any other subsidiary which 
is subject to any financial responsibility or capital 
requirement, any other appropriate regulator of such 
subsidiary with respect to the proposed determina-
tion of the Board and actions pursuant to such de-
termination. 
‘‘(g) MORE STRINGENT TREATMENT BASED
ON 
OTHER SUPERVISORY CRITERIA.— 
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‘‘(1) IN
GENERAL.—If the Board determines 
(after notice and an opportunity for hearing) that a 
bank holding company is in an unsafe or unsound 
condition or, pursuant to section 8(b)(8) of the Fed-
eral Deposit Insurance Act (12 U.S.C. 1818(b)(8)), 
deems the bank holding company to be engaging in 
an unsafe or unsound practice, the Board may— 
‘‘(A) if the bank holding company is well 
capitalized, require the bank holding company 
to comply with one or more provisions of sub-
sections (d) or (e), as if the institution were 
undercapitalized; or 
‘‘(B) if the bank holding company is 
undercapitalized, take any one or more actions 
authorized under subsection (f)(2) as if the 
bank holding company were significantly under-
capitalized. 
‘‘(2) CONTENTS OF PLAN.—A plan that may be 
required pursuant to paragraph (1) shall addition-
ally specify the steps that the bank holding company 
will take to correct the unsafe or unsound condition 
or practice. 
‘‘(h) MANDATORY
BANKRUPTCY
PETITION
FOR 
CRITICALLY UNDERCAPITALIZED BANK HOLDING COM-
PANIES.—The Board shall, not later than 90 days after 
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a Bank holding company becomes critically undercapital-
ized— 
‘‘(1) require the bank holding company to file 
a petition for bankruptcy under section 301 of title 
11, United States Code; or 
‘‘(2) file a petition for bankruptcy against the 
bank holding company under section 303 of title 11, 
United States Code. 
‘‘(i) IMPLEMENTATION.—The Board shall prescribe 
such regulations, issue such orders, and take such other 
actions as the Board determines necessary to carry out 
this section. 
‘‘(j) OTHER AUTHORITY NOT AFFECTED.—This sec-
tion does not limit the authority of the Board, any other 
Federal regulatory agency, or a State to take action in 
addition to (but not in derogation of) that required under 
this section. 
‘‘(k) CONSIDERATIONS WITH REGARD TO FOREIGN 
BANK HOLDING COMPANIES.—In its regulation and su-
pervision of bank holding companies incorporated or orga-
nized in a country other than the United States, the Board 
shall take into account the extent to which such companies 
are subject to standards in their country of incorporation 
or organization that are comparable to those standards 
applied to United States bank holding companies. 
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‘‘(l) ADMINISTRATIVE REVIEW OF DISMISSAL OR-
DERS.— 
‘‘(1) TIMELY PETITION REQUIRED.—A director 
or senior executive officer dismissed pursuant to an 
order under subsection (f)(2)(E)(ii) may obtain re-
view of that order by filing a written petition for re-
instatement with the Board not later than 10 days 
after receiving notice of the dismissal. 
‘‘(2) PROCEDURE.— 
‘‘(A) HEARING
REQUIRED.—The Board 
shall give the petitioner an opportunity to— 
‘‘(i) submit written materials in sup-
port of the petition; and 
‘‘(ii) appear, personally or through 
counsel, before 1 or more members of the 
Board or designated employees of the 
Board. 
‘‘(B) 
DEADLINE
FOR
HEARING.—The 
Board shall— 
‘‘(i) schedule the hearing referred to 
in subparagraph (A)(ii) promptly after the 
petition is filed; and 
‘‘(ii) hold the hearing not later than 
30 days after the petition is filed, unless 
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the petitioner requests that the hearing be 
held at a later time. 
‘‘(C) DEADLINE FOR DECISION.—Not later 
than 60 days after the date of the hearing, the 
Board shall— 
‘‘(i) by order, grant or deny the peti-
tion; 
‘‘(ii) if the order is adverse to the pe-
titioner, set forth the basis for the order; 
and 
‘‘(iii) notify the petitioner of the 
order. 
‘‘(3) STANDARD FOR REVIEW OF DISMISSAL OR-
DERS.—The petitioner shall bear the burden of prov-
ing that the petitioner’s continued employment 
would materially strengthen the bank holding com-
pany’s ability— 
‘‘(A) to become well capitalized, to the ex-
tent that the order is based on the bank holding 
company’s capital level or failure to submit or 
implement a capital restoration plan; and 
‘‘(B) to correct the unsafe or unsound con-
dition or unsafe or unsound practice, to the ex-
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