In the Senate of the United States, 
May 20, 2010. 
Resolved, That the bill from the House of Representa-
tives (H.R. 4173) entitled ‘‘An Act to provide for financial 
regulatory reform, to protect consumers and investors, to en-
hance Federal understanding of insurance issues, to regulate 
the over-the-counter derivatives markets, and for other pur-
poses.’’, do pass with the following 
AMENDMENTS: 
Strike all after the enacting clause and insert the 
following: 
SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the ‘‘Re-
storing American Financial Stability Act of 2010’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
Sec. 2. Definitions. 
Sec. 3. Severability. 
Sec. 4. Effective date. 
TITLE I—FINANCIAL STABILITY 
Sec. 101. Short title.
† HR 4173 EAS 
Sec. 102. Definitions. 
Subtitle A—Financial Stability Oversight Council 
Sec. 111. Financial Stability Oversight Council established. 
Sec. 112. Council authority. 
Sec. 113. Authority to require supervision and regulation of certain nonbank fi-
nancial companies. 
Sec. 114. Registration of nonbank financial companies supervised by the Board 
of Governors. 
Sec. 115. Enhanced supervision and prudential standards for nonbank financial 
companies supervised by the Board of Governors and certain 
bank holding companies. 
Sec. 116. Reports. 
Sec. 117. Treatment of certain companies that cease to be bank holding compa-
nies. 
Sec. 118. Council funding. 
Sec. 119. Resolution of supervisory jurisdictional disputes among member agen-
cies. 
Sec. 120. Additional standards applicable to activities or practices for financial 
stability purposes. 
Sec. 121. Mitigation of risks to financial stability. 
Subtitle B—Office of Financial Research 
Sec. 151. Definitions. 
Sec. 152. Office of Financial Research established. 
Sec. 153. Purpose and duties of the Office. 
Sec. 154. Organizational structure; responsibilities of primary programmatic 
units. 
Sec. 155. Funding. 
Sec. 156. Transition oversight. 
Subtitle C—Additional Board of Governors Authority for Certain Nonbank 
Financial Companies and Bank Holding Companies 
Sec. 161. Reports by and examinations of nonbank financial companies super-
vised by the Board of Governors. 
Sec. 162. Enforcement. 
Sec. 163. Acquisitions. 
Sec. 164. Prohibition against management interlocks between certain financial 
companies. 
Sec. 165. Enhanced supervision and prudential standards for nonbank financial 
companies supervised by the Board of Governors and certain 
bank holding companies. 
Sec. 166. Early remediation requirements. 
Sec. 167. Affiliations. 
Sec. 168. Regulations. 
Sec. 169. Avoiding duplication. 
Sec. 170. Safe harbor. 
Sec. 171. Leverage and risk-based capital requirements. 
TITLE II—ORDERLY LIQUIDATION AUTHORITY 
Sec. 201. Definitions. 
Sec. 202. Judicial review. 
Sec. 203. Systemic risk determination.
† HR 4173 EAS 
Sec. 204. Orderly liquidation. 
Sec. 205. Orderly liquidation of covered brokers and dealers. 
Sec. 206. Mandatory terms and conditions for all orderly liquidation actions. 
Sec. 207. Directors not liable for acquiescing in appointment of receiver. 
Sec. 208. Dismissal and exclusion of other actions. 
Sec. 209. Rulemaking; non-conflicting law. 
Sec. 210. Powers and duties of the corporation. 
Sec. 211. Miscellaneous provisions. 
Sec. 212. Prohibition of circumvention and prevention of conflicts of interest. 
Sec. 213. Ban on senior executives and directors. 
Sec. 214. Prohibition on taxpayer funding. 
TITLE III—TRANSFER OF POWERS TO THE COMPTROLLER OF THE 
CURRENCY, THE CORPORATION, AND THE BOARD OF GOVERNORS 
Sec. 300. Short title. 
Sec. 301. Purposes. 
Sec. 302. Definition. 
Subtitle A—Transfer of Powers and Duties 
Sec. 311. Transfer date. 
Sec. 312. Powers and duties transferred. 
Sec. 313. Abolishment. 
Sec. 314. Amendments to the revised statutes. 
Sec. 315. Federal information policy. 
Sec. 316. Savings provisions. 
Sec. 317. References in Federal law to Federal banking agencies. 
Sec. 318. Funding. 
Sec. 319. Contracting and leasing authority. 
Subtitle B—Transitional Provisions 
Sec. 321. Interim use of funds, personnel, and property of the Office of Thrift Su-
pervision. 
Sec. 322. Transfer of employees. 
Sec. 323. Property transferred. 
Sec. 324. Funds transferred. 
Sec. 325. Disposition of affairs. 
Sec. 326. Continuation of services. 
Subtitle C—Federal Deposit Insurance Corporation 
Sec. 331. Deposit insurance reforms. 
Sec. 332. Management of the Federal Deposit Insurance Corporation. 
Subtitle D—Termination of Federal Thrift Charter 
Sec. 341. Termination of Federal savings associations. 
Sec. 342. Branching. 
TITLE IV—REGULATION OF ADVISERS TO HEDGE FUNDS AND 
OTHERS 
Sec. 401. Short title. 
Sec. 402. Definitions. 
Sec. 403. Elimination of private adviser exemption; limited exemption for foreign 
private advisers; limited intrastate exemption.
† HR 4173 EAS 
Sec. 404. Collection of systemic risk data; reports; examinations; disclosures. 
Sec. 405. Disclosure provision eliminated. 
Sec. 406. Clarification of rulemaking authority. 
Sec. 407. Exemption of venture capital fund advisers. 
Sec. 408. Exemption of and record keeping by private equity fund advisers. 
Sec. 409. Family offices. 
Sec. 410. State and Federal responsibilities; asset threshold for Federal registra-
tion of investment advisers. 
Sec. 411. Custody of client assets. 
Sec. 412. Adjusting the accredited investor standard. 
Sec. 413. GAO study and report on accredited investors. 
Sec. 414. GAO study on self-regulatory organization for private funds. 
Sec. 415. Commission study and report on short selling. 
Sec. 416. Transition period. 
TITLE V—INSURANCE 
Subtitle A—Office of National Insurance 
Sec. 501. Short title. 
Sec. 502. Establishment of Office of National Insurance. 
Subtitle B—State-based Insurance Reform 
Sec. 511. Short title. 
Sec. 512. Effective date. 
PART I—NONADMITTED INSURANCE 
Sec. 521. Reporting, payment, and allocation of premium taxes. 
Sec. 522. Regulation of nonadmitted insurance by insured’s home State. 
Sec. 523. Participation in national producer database. 
Sec. 524. Uniform standards for surplus lines eligibility. 
Sec. 525. Streamlined application for commercial purchasers. 
Sec. 526. GAO study of nonadmitted insurance market. 
Sec. 527. Definitions. 
PART II—REINSURANCE 
Sec. 531. Regulation of credit for reinsurance and reinsurance agreements. 
Sec. 532. Regulation of reinsurer solvency. 
Sec. 533. Definitions. 
PART III—RULE OF CONSTRUCTION 
Sec. 541. Rule of construction. 
Sec. 542. Severability. 
TITLE VI—IMPROVEMENTS TO REGULATION OF BANK AND SAVINGS 
ASSOCIATION HOLDING COMPANIES AND DEPOSITORY INSTITU-
TIONS 
Sec. 601. Short title. 
Sec. 602. Definition. 
Sec. 603. Moratorium and study on treatment of credit card banks, industrial 
loan companies, and certain other companies under the Bank 
Holding Company Act of 1956.
† HR 4173 EAS 
Sec. 604. Reports and examinations of holding companies; regulation of function-
ally regulated subsidiaries. 
Sec. 605. Assuring consistent oversight of permissible activities of depository in-
stitution subsidiaries of holding companies. 
Sec. 606. Requirements for financial holding companies to remain well capital-
ized and well managed. 
Sec. 607. Standards for interstate acquisitions. 
Sec. 608. Enhancing existing restrictions on bank transactions with affiliates. 
Sec. 609. Eliminating exceptions for transactions with financial subsidiaries. 
Sec. 610. Lending limits applicable to credit exposure on derivative transactions, 
repurchase agreements, reverse repurchase agreements, and secu-
rities lending and borrowing transactions. 
Sec. 611. Application of national bank lending limits to insured State banks. 
Sec. 612. Restriction on conversions of troubled banks. 
Sec. 613. De novo branching into States. 
Sec. 614. Lending limits to insiders. 
Sec. 615. Limitations on purchases of assets from insiders. 
Sec. 616. Regulations regarding capital levels of holding companies. 
Sec. 617. Elimination of elective investment bank holding company framework. 
Sec. 618. Securities holding companies. 
Sec. 619. Restrictions on capital market activity by banks and bank holding com-
panies. 
Sec. 620. Concentration limits on large financial firms. 
TITLE VII—WALL STREET TRANSPARENCY AND ACCOUNTABILITY 
Sec. 701. Short title. 
Subtitle A—Regulation of Over-the-Counter Swaps Markets 
PART I—REGULATORY AUTHORITY 
Sec. 711. Definitions. 
Sec. 712. Review of regulatory authority. 
Sec. 713. Recommendations for changes to portfolio margining laws. 
Sec. 714. Abusive swaps. 
Sec. 715. Authority to prohibit participation in swap activities. 
Sec. 716. Prohibition against Federal Government bailouts of swaps entities. 
Sec. 717. New product approval—CFTC-SEC process. 
Sec. 718. Determining status of novel derivative products. 
PART II—REGULATION OF SWAP MARKETS 
Sec. 721. Definitions. 
Sec. 722. Jurisdiction. 
Sec. 723. Clearing. 
Sec. 724. Swaps; segregation and bankruptcy treatment. 
Sec. 725. Derivatives clearing organizations. 
Sec. 726. Rulemaking on conflict of interest. 
Sec. 727. Public reporting of swap transaction data. 
Sec. 728. Swap data repositories. 
Sec. 729. Reporting and recordkeeping. 
Sec. 730. Large swap trader reporting. 
Sec. 731. Registration and regulation of swap dealers and major swap partici-
pants. 
Sec. 732. Conflicts of interest. 
Sec. 733. Swap execution facilities.
† HR 4173 EAS 
Sec. 734. Derivatives transaction execution facilities and exempt boards of trade. 
Sec. 735. Designated contract markets. 
Sec. 736. Margin. 
Sec. 737. Position limits. 
Sec. 738. Foreign boards of trade. 
Sec. 739. Legal certainty for swaps. 
Sec. 740. Multilateral clearing organizations. 
Sec. 741. Enforcement. 
Sec. 742. Retail commodity transactions. 
Sec. 743. Other authority. 
Sec. 744. Restitution remedies. 
Sec. 745. Enhanced compliance by registered entities. 
Sec. 746. Insider trading. 
Sec. 747. Antidisruptive practices authority. 
Sec. 748. Commodity whistleblower incentives and protection. 
Sec. 749. Conforming amendments. 
Sec. 750. Study on oversight of carbon markets. 
Sec. 751. Energy and Environmental Markets Advisory Committee. 
Sec. 752. International harmonization. 
Sec. 753. Antimarket manipulation authority. 
Sec. 754. Effective date. 
Subtitle B—Regulation of Security-Based Swap Markets 
Sec. 761. Definitions under the Securities Exchange Act of 1934. 
Sec. 762. Repeal of prohibition on regulation of security-based swap agreements. 
Sec. 763. Amendments to the Securities Exchange Act of 1934. 
Sec. 764. Registration and regulation of security-based swap dealers and major 
security-based swap participants. 
Sec. 765. Rulemaking on conflict of interest. 
Sec. 766. Reporting and recordkeeping. 
Sec. 767. State gaming and bucket shop laws. 
Sec. 768. Amendments to the Securities Act of 1933; treatment of security-based 
swaps. 
Sec. 769. Definitions under the Investment Company Act of 1940. 
Sec. 770. Definitions under the Investment Advisors Act of 1940. 
Sec. 771. Other authority. 
Sec. 772. Jurisdiction. 
Sec. 773. Effective date. 
TITLE VIII—PAYMENT, CLEARING, AND SETTLEMENT SUPERVISION 
Sec. 801. Short title. 
Sec. 802. Findings and purposes. 
Sec. 803. Definitions. 
Sec. 804. Designation of systemic importance. 
Sec. 805. Standards for systemically important financial market utilities and 
payment, clearing, or settlement activities. 
Sec. 806. Operations of designated financial market utilities. 
Sec. 807. Examination of and enforcement actions against designated financial 
market utilities. 
Sec. 808. Examination of and enforcement actions against financial institutions 
subject to standards for designated activities. 
Sec. 809. Requests for information, reports, or records. 
Sec. 810. Rulemaking. 
Sec. 811. Other authority.
† HR 4173 EAS 
Sec. 812. Effective date. 
TITLE IX—INVESTOR PROTECTIONS AND IMPROVEMENTS TO THE 
REGULATION OF SECURITIES 
Subtitle A—Increasing Investor Protection 
Sec. 911. Investor Advisory Committee established. 
Sec. 912. Clarification of authority of the Commission to engage in investor test-
ing. 
Sec. 913. Study and rulemaking regarding obligations of brokers, dealers, and in-
vestment advisers. 
Sec. 914. Office of the Investor Advocate. 
Sec. 915. Streamlining of filing procedures for self-regulatory organizations. 
Sec. 916. Study regarding financial literacy among investors. 
Sec. 917. Study regarding mutual fund advertising. 
Sec. 918. Clarification of Commission authority to require investor disclosures be-
fore purchase of investment products and services. 
Sec. 919. Study on conflicts of interest. 
Sec. 919A. Study on improved investor access to information on investment ad-
visers and broker-dealers. 
Sec. 919B. Study on financial planners and the use of financial designations. 
Subtitle B—Increasing Regulatory Enforcement and Remedies 
Sec. 921. Authority to issue rules related to mandatory predispute arbitration. 
Sec. 922. Whistleblower protection. 
Sec. 923. Conforming amendments for whistleblower protection. 
Sec. 924. Implementation and transition provisions for whistleblower protection. 
Sec. 925. Collateral bars. 
Sec. 926. Disqualifying felons and other ‘‘bad actors’’ from Regulation D Offer-
ings. 
Sec. 927. Equal treatment of self-regulatory organization rules. 
Sec. 928. Clarification that Section 205 of the Investment Advisers Act of 1940 
does not apply to State-registered advisers. 
Sec. 929. Unlawful margin lending. 
Sec. 929A. Protection for employees of subsidiaries and affiliates of publicly trad-
ed companies. 
Sec. 929B. FAIR Fund amendments. 
Sec. 929C. Increasing the borrowing limit on Treasury loans. 
Subtitle C—Improvements to the Regulation of Credit Rating Agencies 
Sec. 931. Findings. 
Sec. 932. Enhanced regulation, accountability, and transparency of nationally 
recognized statistical rating organizations. 
Sec. 933. State of mind in private actions. 
Sec. 934. Referring tips to law enforcement or regulatory authorities. 
Sec. 935. Consideration of information from sources other than the issuer in rat-
ing decisions. 
Sec. 936. Qualification standards for credit rating analysts. 
Sec. 937. Timing of regulations. 
Sec. 938. Universal ratings symbols. 
Sec. 939. Removal of statutory references to credit ratings. 
Sec. 939A. Securities and Exchange Commission study on strengthening credit 
rating agency independence.
† HR 4173 EAS 
Sec. 939B. Government Accountability Office study on alternative business mod-
els. 
Sec. 939C. Government Accountability Office study on the creation of an inde-
pendent professional analyst organization. 
Sec. 939D. Initial credit rating assignments. 
Subtitle D—Improvements to the Asset-Backed Securitization Process 
Sec. 941. Regulation of credit risk retention. 
Sec. 942. Disclosures and reporting for asset-backed securities. 
Sec. 943. Representations and warranties in asset-backed offerings. 
Sec. 944. Exempted transactions under the Securities Act of 1933. 
Sec. 945. Due diligence analysis and disclosure in asset-backed securities issues. 
Subtitle E—Accountability and Executive Compensation 
Sec. 951. Shareholder vote on executive compensation disclosures. 
Sec. 952. Compensation committee independence. 
Sec. 953. Executive compensation disclosures. 
Sec. 954. Recovery of erroneously awarded compensation. 
Sec. 955. Disclosure regarding employee and director hedging. 
Sec. 956. Excessive compensation by holding companies of depository institutions. 
Sec. 957. Voting by brokers. 
Subtitle F—Improvements to the Management of the Securities and Exchange 
Commission 
Sec. 961. Report and certification of internal supervisory controls. 
Sec. 962. Triennial report on personnel management. 
Sec. 963. Annual financial controls audit. 
Sec. 964. Report on oversight of national securities associations. 
Sec. 965. Compliance examiners. 
Sec. 966. Suggestion program for employees of the Commission. 
Subtitle G—Strengthening Corporate Governance 
Sec. 971. Election of directors by majority vote in uncontested elections. 
Sec. 972. Proxy access. 
Sec. 973. Disclosures regarding chairman and CEO structures. 
Subtitle H—Municipal Securities 
Sec. 975. Regulation of municipal securities and changes to the board of the 
MSRB. 
Sec. 976. Government Accountability Office study of increased disclosure to inves-
tors. 
Sec. 977. Government Accountability Office study on the municipal securities 
markets. 
Sec. 978. Study of funding for Government Accounting Standards Board. 
Sec. 979. Commission Office of Municipal Securities. 
Subtitle I—Public Company Accounting Oversight Board, Portfolio Margining, 
and Other Matters 
Sec. 981. Authority to share certain information with foreign authorities. 
Sec. 982. Oversight of brokers and dealers. 
Sec. 983. Portfolio margining. 
Sec. 984. Loan or borrowing of securities.
† HR 4173 EAS 
Sec. 985. Technical corrections to Federal securities laws. 
Sec. 986. Conforming amendments relating to repeal of the Public Utility Hold-
ing Company Act of 1935. 
Sec. 987. Amendment to definition of material loss and nonmaterial losses to the 
Deposit Insurance Fund for purposes of Inspector General re-
views. 
Sec. 988. Amendment to definition of material loss and nonmaterial losses to the 
National Credit Union Share Insurance Fund for purposes of 
Inspector General reviews. 
Sec. 989. Government Accountability Office study on proprietary trading. 
Sec. 989A. Senior investor protections. 
Sec. 989B. Designated Federal Entity Inspectors General Independence. 
Sec. 989C. Strengthening Inspector General accountability. 
Sec. 989D. Removal of inspectors general of designated Federal entities. 
Sec. 989E. Additional oversight of financial regulatory system. 
Subtitle J—Self-funding of the Securities and Exchange Commission 
Sec. 991. Securities and Exchange Commission self-funding. 
TITLE X—BUREAU OF CONSUMER FINANCIAL PROTECTION 
Sec. 1001. Short title. 
Sec. 1002. Definitions. 
Subtitle A—Bureau of Consumer Financial Protection 
Sec. 1011. Establishment of the Bureau. 
Sec. 1012. Executive and administrative powers. 
Sec. 1013. Administration. 
Sec. 1014. Consumer Advisory Board. 
Sec. 1015. Coordination. 
Sec. 1016. Appearances before and reports to Congress. 
Sec. 1017. Funding; penalties and fines. 
Sec. 1018. Effective date. 
Subtitle B—General Powers of the Bureau 
Sec. 1021. Purpose, objectives, and functions. 
Sec. 1022. Rulemaking authority. 
Sec. 1023. Review of Bureau regulations. 
Sec. 1024. Supervision of nondepository covered persons. 
Sec. 1025. Supervision of very large banks, savings associations, and credit 
unions. 
Sec. 1026. Other banks, savings associations, and credit unions. 
Sec. 1027. Limitations on authorities of the Bureau; preservation of authorities. 
Sec. 1028. Authority to restrict mandatory pre-dispute arbitration. 
Sec. 1029. Effective date. 
Subtitle C—Specific Bureau Authorities 
Sec. 1031. Prohibiting unfair, deceptive, or abusive acts or practices. 
Sec. 1032. Disclosures. 
Sec. 1033. Consumer rights to access information. 
Sec. 1034. Response to consumer complaints and inquiries. 
Sec. 1035. Private education loan ombudsman. 
Sec. 1036. Prohibited acts.
† HR 4173 EAS 
Sec. 1037. Effective date. 
Subtitle D—Preservation of State Law 
Sec. 1041. Relation to State law. 
Sec. 1042. Preservation of enforcement powers of States. 
Sec. 1043. Preservation of existing contracts. 
Sec. 1044. State law preemption standards for national banks and subsidiaries 
clarified. 
Sec. 1045. Clarification of law applicable to nondepository institution subsidi-
aries. 
Sec. 1046. State law preemption standards for Federal savings associations and 
subsidiaries clarified. 
Sec. 1047. Visitorial standards for national banks and savings associations. 
Sec. 1048. Effective date. 
Subtitle E—Enforcement Powers 
Sec. 1051. Definitions. 
Sec. 1052. Investigations and administrative discovery. 
Sec. 1053. Hearings and adjudication proceedings. 
Sec. 1054. Litigation authority. 
Sec. 1055. Relief available. 
Sec. 1056. Referrals for criminal proceedings. 
Sec. 1057. Employee protection. 
Sec. 1058. Effective date. 
Subtitle F—Transfer of Functions and Personnel; Transitional Provisions 
Sec. 1061. Transfer of consumer financial protection functions. 
Sec. 1062. Designated transfer date. 
Sec. 1063. Savings provisions. 
Sec. 1064. Transfer of certain personnel. 
Sec. 1065. Incidental transfers. 
Sec. 1066. Interim authority of the Secretary. 
Sec. 1067. Transition oversight. 
Subtitle G—Regulatory Improvements 
Sec. 1071. Small business data collection. 
Sec. 1072. GAO study on the effectiveness and impact of various appraisal meth-
ods. 
Sec. 1073. Prohibited payments to mortgage originators. 
Sec. 1074. Minimum standards for residential mortgage loans. 
Sec. 1075. Prohibition on certain prepayment penalties. 
Sec. 1076. Assistance for economically vulnerable individuals and families. 
Sec. 1077. Remittance transfers. 
Sec. 1078. Department of the Treasury study on ending the conservatorship of 
Fannie Mae, Freddie Mac, and reforming the housing finance 
system. 
Sec. 1079. Reasonable fees and rules for payment card transactions. 
Sec. 1079A. Use of Consumer Reports. 
Subtitle H—Conforming Amendments 
Sec. 1081. Amendments to the Inspector General Act. 
Sec. 1082. Amendments to the Privacy Act of 1974.
† HR 4173 EAS 
Sec. 1083. Amendments to the Alternative Mortgage Transaction Parity Act of 
1982. 
Sec. 1084. Amendments to the Electronic Fund Transfer Act. 
Sec. 1085. Amendments to the Equal Credit Opportunity Act. 
Sec. 1086. Amendments to the Expedited Funds Availability Act. 
Sec. 1087. Amendments to the Fair Credit Billing Act. 
Sec. 1088. Amendments to the Fair Credit Reporting Act and the Fair and Accu-
rate Credit Transactions Act. 
Sec. 1089. Amendments to the Fair Debt Collection Practices Act. 
Sec. 1090. Amendments to the Federal Deposit Insurance Act. 
Sec. 1091. Amendments to the Gramm-Leach-Bliley Act. 
Sec. 1092. Amendments to the Home Mortgage Disclosure Act. 
Sec. 1093. Amendments to the Homeowners Protection Act of 1998. 
Sec. 1094. Amendments to the Home Ownership and Equity Protection Act of 
1994. 
Sec. 1095. Amendments to the Omnibus Appropriations Act, 2009. 
Sec. 1096. Amendments to the Real Estate Settlement Procedures Act. 
Sec. 1097. Amendments to the Right to Financial Privacy Act of 1978. 
Sec. 1098. Amendments to the Secure and Fair Enforcement for Mortgage Licens-
ing Act of 2008. 
Sec. 1099. Amendments to the Truth in Lending Act. 
Sec. 1100. Amendments to the Truth in Savings Act. 
Sec. 1101. Amendments to the Telemarketing and Consumer Fraud and Abuse 
Prevention Act. 
Sec. 1102. Amendments to the Paperwork Reduction Act. 
Sec. 1103. Adjustments for inflation in the Truth in Lending Act. 
Sec. 1104. Small business fairness and regulatory transparency. 
Sec. 1105. Effective date. 
TITLE XI—FEDERAL RESERVE SYSTEM PROVISIONS 
Sec. 1151. Federal Reserve Act amendments on emergency lending authority. 
Sec. 1152. Reviews of special Federal Reserve credit facilities. 
Sec. 1153. Public access to information. 
Sec. 1154. Liquidity event determination. 
Sec. 1155. Emergency financial stabilization. 
Sec. 1156. Additional related amendments. 
Sec. 1157. Federal Reserve Act amendments on Federal reserve bank governance. 
Sec. 1158. Amendments to the Federal Reserve Act relating to supervision and 
regulation policy. 
Sec. 1159. GAO audit of the Federal Reserve facilities; Publication of Board ac-
tions. 
TITLE XII—IMPROVING ACCESS TO MAINSTREAM FINANCIAL 
INSTITUTIONS 
Sec. 1201. Short title. 
Sec. 1202. Purpose. 
Sec. 1203. Definitions. 
Sec. 1204. Expanded access to mainstream financial institutions. 
Sec. 1205. Low-cost alternatives to payday loans. 
Sec. 1206. Grants to establish loan-loss reserve funds. 
Sec. 1207. Procedural provisions. 
Sec. 1208. Authorization of appropriations. 
Sec. 1209. Regulations. 
Sec. 1210. Evaluation and reports to Congress.
† HR 4173 EAS 
TITLE XIII—PAY IT BACK ACT 
Sec. 1301. Short title. 
Sec. 1302. Amendment to reduce TARP authorization. 
Sec. 1303. Report. 
Sec. 1304. Amendments to Housing and Economic Recovery Act of 2008. 
Sec. 1305. Federal Housing Finance Agency report. 
Sec. 1306. Repayment of unobligated ARRA funds. 
TITLE XIV—MISCELLANEOUS 
Sec. 1401. Restrictions on use of Federal funds to finance bailouts of foreign gov-
ernments. 
TITLE XV—CONGO CONFLICT MINERALS 
Sec. 1501. Sense of Congress on exploitation and trade of columbite-tantalite, cas-
siterite, gold, and wolframite originating in Democratic Repub-
lic of Congo. 
Sec. 1502. Disclosure to Securities and Exchange Commission relating to colum-
bite-tantalite, cassiterite, gold, and wolframite originating in 
Democratic Republic of Congo. 
Sec. 1503. Report. 
SEC. 2. DEFINITIONS. 
As used in this Act, the following definitions shall 
apply, except as the context otherwise requires or as other-
wise specifically provided in this Act: 
(1) AFFILIATE.—The term ‘‘affiliate’’ means any 
company that controls, is controlled by, or is under 
common control with another company. 
(2) APPROPRIATE FEDERAL BANKING AGENCY.— 
On and after the transfer date, the term ‘‘appropriate 
Federal banking agency’’ has the same meaning as in 
section 3(q) of the Federal Deposit Insurance Act (12 
U.S.C. 1813(q)), as amended by title III. 
(3) BOARD OF GOVERNORS.—The term ‘‘Board of 
Governors’’ means the Board of Governors of the Fed-
eral Reserve System.
† HR 4173 EAS 
(4) BUREAU.—The term ‘‘Bureau’’ means the 
Bureau of Consumer Financial Protection established 
under title X. 
(5) 
COMMISSION.—The 
term 
‘‘Commission’’ 
means the Securities and Exchange Commission, ex-
cept in the context of the Commodity Futures Trading 
Commission. 
(6) CORPORATION.—The term ‘‘Corporation’’ 
means the Federal Deposit Insurance Corporation. 
(7) COUNCIL.—The term ‘‘Council’’ means the 
Financial Stability Oversight Council established 
under title I. 
(8) CREDIT UNION.—The term ‘‘credit union’’ 
means a Federal credit union, State credit union, or 
State-chartered credit union, as those terms are de-
fined in section 101 of the Federal Credit Union Act 
(12 U.S.C. 1752). 
(9) FEDERAL BANKING AGENCY.—The term— 
(A) ‘‘Federal banking agency’’ means, indi-
vidually, the Board of Governors, the Office of 
the Comptroller of the Currency, and the Cor-
poration; and 
(B) ‘‘Federal banking agencies’’ means all 
of the agencies referred to in subparagraph (A), 
collectively.
† HR 4173 EAS 
(10) FUNCTIONALLY REGULATED SUBSIDIARY.— 
The term ‘‘functionally regulated subsidiary’’ has the 
same meaning as in section 5(c)(5) of the Bank Hold-
ing Company Act of 1956 (12 U.S.C. 1844(c)(5)). 
(11) PRIMARY
FINANCIAL
REGULATORY
AGEN-
CY.—The term ‘‘primary financial regulatory agen-
cy’’ means— 
(A) the appropriate Federal banking agen-
cy, with respect to institutions described in sec-
tion 3(q) of the Federal Deposit Insurance Act, 
except to the extent that an institution is or the 
activities of an institution are otherwise subject 
to the jurisdiction of an agency listed in sub-
paragraph (B), (C), (D), or (E); 
(B) the Securities and Exchange Commis-
sion, with respect to— 
(i) any broker or dealer that is reg-
istered with the Commission under the Se-
curities Exchange Act of 1934; 
(ii) any investment company that is 
registered with the Commission under the 
Investment Company Act of 1940; 
(iii) any investment adviser that is 
registered with the Commission under the 
Investment Advisers Act of 1940, with re-
† HR 4173 EAS 
spect to the investment advisory activities of 
such company and activities that are inci-
dental to such advisory activities; and 
(iv) any clearing agency registered 
with the Commission under the Securities 
Exchange Act of 1934; 
(C) the Commodity Futures Trading Com-
mission, with respect to any futures commission 
merchant, any commodity trading adviser, and 
any commodity pool operator registered with the 
Commodity Futures Trading Commission under 
the Commodity Exchange Act, with respect to the 
commodities activities of such entity and activi-
ties that are incidental to such commodities ac-
tivities; 
(D) the State insurance authority of the 
State in which an insurance company is domi-
ciled, with respect to the insurance activities and 
activities that are incidental to such insurance 
activities of an insurance company that is sub-
ject to supervision by the State insurance au-
thority under State insurance law; and 
(E) the Federal Housing Finance Agency, 
with respect to Federal Home Loan Banks or the 
Federal Home Loan Bank System, and with re-
† HR 4173 EAS 
spect to the Federal National Mortgage Associa-
tion or the Federal Home Loan Mortgage Cor-
poration. 
(12) PRUDENTIAL STANDARDS.—The term ‘‘pru-
dential standards’’ means enhanced supervision and 
regulatory standards developed by the Board of Gov-
ernors under section 115 or 165. 
(13) SECRETARY.—The term ‘‘Secretary’’ means 
the Secretary of the Treasury. 
(14) SECURITIES TERMS.—The— 
(A) terms ‘‘broker’’, ‘‘dealer’’, ‘‘issuer’’, ‘‘na-
tionally recognized statistical ratings organiza-
tion’’, ‘‘security’’, and ‘‘securities laws’’ have the 
same meanings as in section 3 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c); 
(B) term ‘‘investment adviser’’ has the same 
meaning as in section 202 of the Investment Ad-
visers Act of 1940 (15 U.S.C. 80b–2); and 
(C) term ‘‘investment company’’ has the 
same meaning as in section 3 of the Investment 
Company Act of 1940 (15 U.S.C. 80a–3). 
(15) STATE.—The term ‘‘State’’ means any 
State, commonwealth, territory, or possession of the 
United States, the District of Columbia, the Common-
wealth of Puerto Rico, the Commonwealth of the
† HR 4173 EAS 
Northern Mariana Islands, American Samoa, Guam, 
or the United States Virgin Islands. 
(16) TRANSFER
DATE.—The term ‘‘transfer 
date’’ means the date established under section 311. 
(17) OTHER INCORPORATED DEFINITIONS.— 
(A) FEDERAL DEPOSIT INSURANCE ACT.— 
The terms ‘‘affiliate’’, ‘‘bank’’, ‘‘bank holding 
company’’, ‘‘control’’ (when used with respect to 
a depository institution), ‘‘deposit’’, ‘‘depository 
institution’’, ‘‘Federal depository institution’’, 
‘‘Federal savings association’’, ‘‘foreign bank’’, 
‘‘including’’, ‘‘insured branch’’, ‘‘insured deposi-
tory institution’’, ‘‘national member bank’’, ‘‘na-
tional nonmember bank’’, ‘‘savings association’’, 
‘‘State bank’’, ‘‘State depository institution’’, 
‘‘State member bank’’, ‘‘State nonmember bank’’, 
‘‘State savings association’’, and ‘‘subsidiary’’ 
have the same meanings as in section 3 of the 
Federal Deposit Insurance Act (12 U.S.C. 1813). 
(B) HOLDING COMPANIES.—The term— 
(i) ‘‘bank holding company’’ has the 
same meaning as in section 2 of the Bank 
Holding Company Act of 1956 (12 U.S.C. 
1841);
† HR 4173 EAS 
(ii) ‘‘financial holding company’’ has 
the same meaning as in section 2(p) of the 
Bank Holding Company Act of 1956 (12 
U.S.C. 1841(p)); and 
(iii) ‘‘savings and loan holding com-
pany’’ has the same meaning as in section 
10 of the Home Owners’ Loan Act (12 
U.S.C. 1467a(a)). 
SEC. 3. SEVERABILITY. 
If any provision of this Act, an amendment made by 
this Act, or the application of such provision or amendment 
to any person or circumstance is held to be unconstitu-
tional, the remainder of this Act, the amendments made by 
this Act, and the application of the provisions of such to 
any person or circumstance shall not be affected thereby. 
SEC. 4. EFFECTIVE DATE. 
Except as otherwise specifically provided in this Act 
or the amendments made by this Act, this Act and such 
amendments shall take effect 1 day after the date of enact-
ment of this Act. 
TITLE I—FINANCIAL STABILITY 
SEC. 101. SHORT TITLE. 
This title may be cited as the ‘‘Financial Stability Act 
of 2010’’.
† HR 4173 EAS 
SEC. 102. DEFINITIONS. 
(a) IN GENERAL.—For purposes of this title, unless the 
context otherwise requires, the following definitions shall 
apply: 
(1) BANK HOLDING COMPANY.—The term ‘‘bank 
holding company’’ has the same meaning as in sec-
tion 2 of the Bank Holding Company Act of 1956 (12 
U.S.C. 1841). A foreign bank or company that is 
treated as a bank holding company for purposes of 
the Bank Holding Company Act of 1956, pursuant to 
section 8(a) of the International Banking Act of 1978 
(12 U.S.C. 3106(a)), shall be treated as a bank hold-
ing company for purposes of this title. 
(2) CHAIRPERSON.—The term ‘‘Chairperson’’ 
means the Chairperson of the Council. 
(3) MEMBER AGENCY.—The term ‘‘member agen-
cy’’ means an agency represented by a voting member 
of the Council. 
(4) NONBANK
FINANCIAL
COMPANY
DEFINI-
TIONS.— 
(A) FOREIGN
NONBANK
FINANCIAL
COM-
PANY.—The term ‘‘foreign nonbank financial 
company’’ means a company (other than a com-
pany that is, or is treated in the United States 
as, a bank holding company or a subsidiary 
thereof) that is—
† HR 4173 EAS 
(i) incorporated or organized in a 
country other than the United States; and 
(ii) predominantly engaged in, includ-
ing through a branch in the United States, 
financial activities, as defined in paragraph 
(6). 
(B) U.S. NONBANK FINANCIAL COMPANY.— 
The term ‘‘U.S. nonbank financial company’’ 
means a company (other than a bank holding 
company or a subsidiary thereof, or a Farm 
Credit System institution chartered and subject 
to the provisions of the Farm Credit Act of 1971 
(12 U.S.C. 2001 et seq.)) that is— 
(i) incorporated or organized under the 
laws of the United States or any State; and 
(ii) predominantly engaged in finan-
cial activities as defined in paragraph (6). 
(C) NONBANK
FINANCIAL
COMPANY.—The 
term ‘‘nonbank financial company’’ means a 
U.S. nonbank financial company and a foreign 
nonbank financial company. 
(D) NONBANK FINANCIAL COMPANY SUPER-
VISED
BY
THE
BOARD
OF
GOVERNORS.—The 
term ‘‘nonbank financial company supervised by 
the Board of Governors’’ means a nonbank fi-
† HR 4173 EAS 
nancial company that the Council has deter-
mined under section 113 shall be supervised by 
the Board of Governors. 
(5) OFFICE OF FINANCIAL RESEARCH.—The term 
‘‘Office of Financial Research’’ means the office estab-
lished under section 152. 
(6) PREDOMINANTLY ENGAGED.—A company is 
‘‘predominantly engaged in financial activities’’ if— 
(A) the annual gross revenues derived by the 
company and all of its subsidiaries from activi-
ties that are financial in nature (as defined in 
section 4(k) of the Bank Holding Company Act 
of 1956) and, if applicable, from the ownership 
or control of one or more insured depository in-
stitutions, represents 85 percent or more of the 
consolidated annual gross revenues of the com-
pany; or 
(B) the consolidated assets of the company 
and all of its subsidiaries related to activities 
that are financial in nature (as defined in sec-
tion 4(k) of the Bank Holding Company Act of 
1956) and, if applicable, related to the ownership 
or control of one or more insured depository in-
stitutions, represents 85 percent or more of the 
consolidated assets of the company.
† HR 4173 EAS 
(7) SIGNIFICANT INSTITUTIONS.—The terms ‘‘sig-
nificant nonbank financial company’’ and ‘‘signifi-
cant bank holding company’’ have the meanings given 
those terms by rule of the Board of Governors. 
(b) DEFINITIONAL CRITERIA.—The Board of Gov-
ernors shall establish, by regulation, the requirements for 
determining if a company is predominantly engaged in fi-
nancial activities, as defined in subsection (a)(6). 
(c) FOREIGN NONBANK FINANCIAL COMPANIES.—For 
purposes of the authority of the Board of Governors under 
this title with respect to foreign nonbank financial compa-
nies, references in this title to ‘‘company’’ or ‘‘subsidiary’’ 
include only the United States activities and subsidiaries 
of such foreign company. 
Subtitle A—Financial Stability 
Oversight Council 
SEC. 111. FINANCIAL STABILITY OVERSIGHT COUNCIL ES-
TABLISHED. 
(a) ESTABLISHMENT.—Effective on the date of enact-
ment of this Act, there is established the Financial Stability 
Oversight Council. 
(b) MEMBERSHIP.—The Council shall consist of the 
following members: 
(1) VOTING
MEMBERS.—The voting members, 
who shall each have 1 vote on the Council shall be—
† HR 4173 EAS 
(A) the Secretary of the Treasury, who shall 
serve as Chairperson of the Council; 
(B) the Chairman of the Board of Gov-
ernors; 
(C) the Comptroller of the Currency; 
(D) the Director of the Bureau; 
(E) the Chairman of the Commission; 
(F) the Chairperson of the Corporation; 
(G) the Chairperson of the Commodity Fu-
tures Trading Commission; 
(H) the Director of the Federal Housing Fi-
nance Agency; and 
(I) an independent member appointed by 
the President, by and with the advice and con-
sent of the Senate, having insurance expertise. 
(2) NONVOTING MEMBERS.—The Director of the 
Office of Financial Research— 
(A) shall serve in an advisory capacity as 
a nonvoting member of the Council; and 
(B) may not be excluded from any of the 
proceedings, meetings, discussions, or delibera-
tions of the Council. 
(c) TERMS; VACANCY.— 
(1) TERMS.—The independent member of the 
Council shall serve for a term of 6 years.
† HR 4173 EAS 
(2) VACANCY.—Any vacancy on the Council shall 
be filled in the manner in which the original appoint-
ment was made. 
(3) ACTING OFFICIALS MAY SERVE.—In the event 
of a vacancy in the office of the head of a member 
agency or department, and pending the appointment 
of a successor, or during the absence or disability of 
the head of a member agency or department, the act-
ing head of the member agency or department shall 
serve as a member of the Council in the place of that 
agency or department head. 
(d) TECHNICAL AND PROFESSIONAL ADVISORY COM-
MITTEES.—The Council may appoint such special advisory, 
technical, or professional committees as may be useful in 
carrying out the functions of the Council, including an ad-
visory committee consisting of State regulators, and the 
members of such committees may be members of the Council, 
or other persons, or both. 
(e) MEETINGS.— 
(1) TIMING.—The Council shall meet at the call 
of the Chairperson or a majority of the members then 
serving, but not less frequently than quarterly. 
(2) RULES
FOR
CONDUCTING
BUSINESS.—The 
Council shall adopt such rules as may be necessary 
for the conduct of the business of the Council. Such
† HR 4173 EAS 
rules shall be rules of agency organization, procedure, 
or practice for purposes of section 553 of title 5, 
United States Code. 
(f) VOTING.—Unless otherwise specified, the Council 
shall make all decisions that it is authorized or required 
to make by a majority vote of the members then serving. 
(g) NONAPPLICABILITY OF FACA.—The Federal Advi-
sory Committee Act (5 U.S.C. App.) shall not apply to the 
Council, or to any special advisory, technical, or profes-
sional committee appointed by the Council, except that, if 
an advisory, technical, or professional committee has one 
or more members who are not employees of or affiliated with 
the United States Government, the Council shall publish a 
list of the names of the members of such committee. 
(h) ASSISTANCE FROM FEDERAL AGENCIES.—Any de-
partment or agency of the United States may provide to 
the Council and any special advisory, technical, or profes-
sional committee appointed by the Council, such services, 
funds, facilities, staff, and other support services as the 
Council may determine advisable. 
(i) COMPENSATION OF MEMBERS.— 
(1) FEDERAL EMPLOYEE MEMBERS.—All mem-
bers of the Council who are officers or employees of 
the United States shall serve without compensation in
† HR 4173 EAS 
addition to that received for their services as officers 
or employees of the United States. 
(2) COMPENSATION
FOR
NON-FEDERAL
MEM-
BER.—Section 5314 of title 5, United States Code, is 
amended by adding at the end the following: 
‘‘Independent Member of the Financial Stability 
Oversight Council (1).’’. 
(j) DETAIL OF GOVERNMENT EMPLOYEES.—Any em-
ployee of the Federal Government may be detailed to the 
Council without reimbursement, and such detail shall be 
without interruption or loss of civil service status or privi-
lege. An employee of the Federal Government detailed to the 
Council shall report to and be subject to oversight by the 
Council during the assignment to the Council, and shall 
be compensated by the department or agency from which 
the employee was detailed. 
SEC. 112. COUNCIL AUTHORITY. 
(a) PURPOSES AND DUTIES OF THE COUNCIL.— 
(1) IN GENERAL.—The purposes of the Council 
are— 
(A) to identify risks to the financial sta-
bility of the United States that could arise from 
the material financial distress or failure of large, 
interconnected 
bank 
holding 
companies 
or 
nonbank financial companies;
† HR 4173 EAS 
financial services policy development, rule-
making, examinations, reporting requirements, 
and enforcement actions; 
(E) recommend to the member agencies gen-
eral supervisory priorities and principles reflect-
ing the outcome of discussions among the mem-
ber agencies; 
(F) identify gaps in regulation that could 
pose risks to the financial stability of the United 
States; 
(G) require supervision by the Board of 
Governors for nonbank financial companies that 
may pose risks to the financial stability of the 
United States in the event of their material fi-
nancial distress or failure, pursuant to section 
113; 
(H) make recommendations to the Board of 
Governors concerning the establishment of height-
ened prudential standards for risk-based capital, 
leverage, liquidity, contingent capital, resolution 
plans and credit exposure reports, concentration 
limits, enhanced public disclosures, and overall 
risk management for nonbank financial compa-
nies and large, interconnected bank holding com-
panies supervised by the Board of Governors;
† HR 4173 EAS 
(I) identify systemically important finan-
cial market utilities and payment, clearing, and 
settlement activities (as that term is defined in 
title VIII), and require such utilities and activi-
ties to be subject to standards established by the 
Board of Governors; 
(J) make recommendations to primary fi-
nancial regulatory agencies to apply new or 
heightened standards and safeguards for finan-
cial activities or practices that could create or 
increase risks of significant liquidity, credit, or 
other problems spreading among bank holding 
companies, nonbank financial companies, and 
United States financial markets; 
(K) make determinations regarding exemp-
tions in title VII, where necessary; 
(L) provide a forum for— 
(i) discussion and analysis of emerging 
market developments and financial regu-
latory issues; and 
(ii) resolution of jurisdictional disputes 
among the members of the Council; and 
(M) annually report to and testify before 
Congress on— 
(i) the activities of the Council;
† HR 4173 EAS 
(ii) significant financial market devel-
opments and potential emerging threats to 
the financial stability of the United States; 
(iii) all determinations made under 
section 113 or title VIII, and the basis for 
such determinations; and 
(iv) recommendations— 
(I) to enhance the integrity, effi-
ciency, competitiveness, and stability 
of United States financial markets; 
(II) to promote market discipline; 
and 
(III) to maintain investor con-
fidence. 
(b) AUTHORITY TO OBTAIN INFORMATION.— 
(1) IN GENERAL.—The Council may receive, and 
may request the submission of, any data or informa-
tion from the Office of Financial Research and mem-
ber agencies, as necessary— 
(A) to monitor the financial services mar-
ketplace to identify potential risks to the finan-
cial stability of the United States; or 
(B) to otherwise carry out any of the provi-
sions of this title.
† HR 4173 EAS 
(2) SUBMISSIONS BY THE OFFICE AND MEMBER 
AGENCIES.—Notwithstanding any other provision of 
law, the Office of Financial Research and any mem-
ber agency are authorized to submit information to 
the Council. 
(3) FINANCIAL DATA COLLECTION.— 
(A) IN
GENERAL.—The Council, acting 
through the Office of Financial Research, may 
require the submission of periodic and other re-
ports from any nonbank financial company or 
bank holding company for the purpose of assess-
ing the extent to which a financial activity or fi-
nancial market in which the nonbank financial 
company or bank holding company participates, 
or the nonbank financial company or bank hold-
ing company itself, poses a threat to the finan-
cial stability of the United States. 
(B) MITIGATION OF REPORT BURDEN.—Be-
fore requiring the submission of reports from any 
nonbank financial company or bank holding 
company that is regulated by a member agency 
or any primary financial regulatory agency, the 
Council, acting through the Office of Financial 
Research, shall coordinate with such agencies 
and shall, whenever possible, rely on information
† HR 4173 EAS 
available from the Office of Financial Research 
or such agencies. 
(4) BACK-UP EXAMINATION BY THE BOARD OF 
GOVERNORS.—If the Council is unable to determine 
whether the financial activities of a nonbank finan-
cial company pose a threat to the financial stability 
of the United States, based on information or reports 
obtained under paragraph (3), discussions with man-
agement, and publicly available information, the 
Council may request the Board of Governors, and the 
Board of Governors is authorized, to conduct an ex-
amination of the nonbank financial company for the 
sole purpose of determining whether the nonbank fi-
nancial company should be supervised by the Board 
of Governors for purposes of this title. 
(5) CONFIDENTIALITY.— 
(A) IN GENERAL.—The Council, the Office 
of Financial Research, and the other member 
agencies shall maintain the confidentiality of 
any data, information, and reports submitted 
under this subsection and subtitle B. 
(B) RETENTION OF PRIVILEGE.—The sub-
mission of any nonpublicly available data or in-
formation under this subsection and subtitle B 
shall not constitute a waiver of, or otherwise af-
† HR 4173 EAS 
fect, any privilege arising under Federal or State 
law (including the rules of any Federal or State 
court) to which the data or information is other-
wise subject. 
(C) FREEDOM OF INFORMATION ACT.—Sec-
tion 552 of title 5, United States Code, including 
the exceptions thereunder, shall apply to any 
data or information submitted under this sub-
section and subtitle B. 
SEC. 113. AUTHORITY TO REQUIRE SUPERVISION AND REG-
ULATION OF CERTAIN NONBANK FINANCIAL 
COMPANIES. 
(a) U.S. NONBANK FINANCIAL COMPANIES SUPER-
VISED BY THE BOARD OF GOVERNORS.— 
(1) DETERMINATION.—The Council, on a non-
delegable basis and by a vote of not fewer than 2⁄3 of 
the members then serving, including an affirmative 
vote by the Chairperson, may determine that a U.S. 
nonbank financial company shall be supervised by the 
Board of Governors and shall be subject to prudential 
standards, in accordance with this title, if the Council 
determines that material financial distress at the 
U.S. nonbank financial company would pose a threat 
to the financial stability of the United States.
† HR 4173 EAS 
(2) 
CONSIDERATIONS.—Each 
determination 
under paragraph (1) shall be based on a consider-
ation by the Council of— 
(A) the degree of leverage of the company; 
(B) the amount and nature of the financial 
assets of the company; 
(C) the amount and types of the liabilities 
of the company, including the degree of reliance 
on short-term funding; 
(D) the extent and types of the off-balance- 
sheet exposures of the company; 
(E) the extent and types of the transactions 
and relationships of the company with other sig-
nificant nonbank financial companies and sig-
nificant bank holding companies; 
(F) the importance of the company as a 
source of credit for households, businesses, and 
State and local governments and as a source of 
liquidity for the United States financial system; 
(G) the recommendation, if any, of a mem-
ber of the Council; 
(H) the operation of, or ownership interest 
in, any clearing, settlement, or payment business 
of the company; 
(I) the extent to which—
† HR 4173 EAS 
(i) assets are managed rather than 
owned by the company; and 
(ii) ownership of assets under manage-
ment is diffuse; and 
(J) any other factors that the Council deems 
appropriate. 
(b) FOREIGN NONBANK FINANCIAL COMPANIES SU-
PERVISED BY THE BOARD OF GOVERNORS.— 
(1) DETERMINATION.—The Council, on a non-
delegable basis and by a vote of not fewer than 2⁄3 of 
the members then serving, including an affirmative 
vote by the Chairperson, may determine that a for-
eign nonbank financial company that has substantial 
assets or operations in the United States shall be su-
pervised by the Board of Governors and shall be sub-
ject to prudential standards in accordance with this 
title, if the Council determines that material financial 
distress at the foreign nonbank financial company 
would pose a threat to the financial stability of the 
United States. 
(2) 
CONSIDERATIONS.—Each 
determination 
under paragraph (1) shall be based on a consider-
ation by the Council of— 
(A) the degree of leverage of the company;
† HR 4173 EAS 
(B) the amount and nature of the United 
States financial assets of the company; 
(C) the amount and types of the liabilities 
of the company used to fund activities and oper-
ations in the United States, including the degree 
of reliance on short-term funding; 
(D) the extent of the United States-related 
off-balance-sheet exposure of the company; 
(E) the extent and type of the transactions 
and relationships of the company with other sig-
nificant nonbank financial companies and bank 
holding companies; 
(F) the importance of the company as a 
source of credit for United States households, 
businesses, and State and local governments, and 
as a source of liquidity for the United States fi-
nancial system; 
(G) the recommendation, if any, of a mem-
ber of the Council; 
(H) the extent to which— 
(i) assets are managed rather than 
owned by the company; and 
(ii) ownership of assets under manage-
ment is diffuse; and
† HR 4173 EAS 
(I) any other factors that the Council deems 
appropriate. 
(c) ANTI-EVASION.— 
(1) DETERMINATIONS.—In order to avoid eva-
sion of this Act, the Council, on its own initiative or 
at the request of the Board of Governors, may deter-
mine, on a nondelegable basis and by a vote of not 
fewer than 2⁄3 of the members then serving, including 
an affirmative vote by the Chairperson, that— 
(A) material financial distress related to fi-
nancial activities conducted directly or indi-
rectly by a company incorporated or organized 
under the laws of the United States or any State 
or the financial activities in the United States of 
a company incorporated or organized in a coun-
try other than the United States would pose a 
threat to the financial stability of the United 
States based on consideration of the factors in 
subsection (b)(2); 
(B) the company is organized or operates in 
such a manner as to evade the application of 
this title; 
(C) such financial activities of the company 
shall be supervised by the Board of Governors 
and subject to prudential standards in accord-
† HR 4173 EAS 
ance with this title consistent with paragraph 
(2); and 
(D) upon making a determination under 
subsection (c)(1), the Council shall submit a re-
port to the appropriate committees of Congress 
detailing the reasons for making such determina-
tion under this subsection. 
(2) Consolidated supervision of only financial 
activities; Establishment of an intermediate holding 
company. 
(A) ESTABLISHMENT OF AN INTERMEDIATE 
HOLDING
COMPANY.—Upon a determination 
under paragraph (1), the company may establish 
an intermediate holding company in which the 
financial activities of such company and its sub-
sidiaries will be conducted (other than the activi-
ties described in section 167(b)(2) in compliance 
with any regulations or guidance provided by 
the Board of Governors). Such intermediate hold-
ing company shall be subject to the supervision 
of the Board of Governors and to prudential 
standards under this title as if the intermediate 
holding company is a nonbank financial com-
pany supervised by the Board of Governors.
† HR 4173 EAS 
(B) ACTION
OF
THE
BOARD
OF
GOV-
ERNORS.—To facilitate the supervision of the fi-
nancial activities subject to the determination in 
paragraph (1), the Board of Governors may re-
quire a company to establish an intermediate 
holding company, as provided for in section 167, 
which would be subject to the supervision of the 
Board of Governors and to prudential standards 
under this title as if the intermediate holding 
company is a nonbank financial company super-
vised by the Board of Governors. 
(3) NOTICE
AND
OPPORTUNITY
FOR
HEARING 
AND FINAL DETERMINATION; JUDICIAL REVIEW.—Sub-
sections (d), (f), and (g) shall apply to determinations 
made by the Council pursuant to paragraph (1) in 
the same manner as such subsections apply to 
nonbank financial companies. 
(4) COVERED FINANCIAL ACTIVITIES.—For pur-
poses of this subsection, the term ‘‘financial activi-
ties’’ means activities that are financial in nature (as 
defined in section 4(k) of the Bank Holding Company 
Act of 1956) and include the ownership or control of 
one or more insured depository institutions and shall 
not include internal financial activities conducted for 
the company or any affiliates thereof including inter-
† HR 4173 EAS 
(2) NOTICE.—The Council shall provide notice of 
a waiver or modification under this paragraph to the 
nonbank financial company concerned as soon as 
practicable, but not later than 24 hours after the 
waiver or modification is granted. 
(3) OPPORTUNITY FOR HEARING.—The Council 
shall allow a nonbank financial company to request, 
in writing, an opportunity for a written or oral hear-
ing before the Council to contest a waiver or modi-
fication under this paragraph, not later than 10 days 
after the date of receipt of notice of the waiver or 
modification by the company. Upon receipt of a time-
ly request, the Council shall fix a time (not later than 
15 days after the date of receipt of the request) and 
place at which the nonbank financial company may 
appear, personally or through counsel, to submit writ-
ten materials (or, at the sole discretion of the Council, 
oral testimony and oral argument). 
(4) NOTICE
OF
FINAL
DETERMINATION.—Not 
later than 30 days after the date of any hearing 
under paragraph (3), the Council shall notify the sub-
ject nonbank financial company of the final deter-
mination of the Council under this paragraph, which 
shall contain a statement of the basis for the decision 
of the Council.
† HR 4173 EAS 
(g) CONSULTATION.—The Council shall consult with 
the primary financial regulatory agency, if any, for each 
nonbank financial company or subsidiary of a nonbank fi-
nancial company that is being considered for supervision 
by the Board of Governors under this section before the 
Council makes any final determination with respect to such 
nonbank financial company under subsection (a), (b), or 
(c). 
(h) JUDICIAL REVIEW.—If the Council makes a final 
determination under this section with respect to a nonbank 
financial company, such nonbank financial company may, 
not later than 30 days after the date of receipt of the notice 
of final determination under subsection (d)(3) or (e)(4), 
bring an action in the United States district court for the 
judicial district in which the home office of such nonbank 
financial company is located, or in the United States Dis-
trict Court for the District of Columbia, for an order requir-
ing that the final determination be rescinded, and the court 
shall, upon review, dismiss such action or direct the final 
determination to be rescinded. Review of such an action 
shall be limited to whether the final determination made 
under this section was arbitrary and capricious.
† HR 4173 EAS 
SEC. 114. REGISTRATION OF NONBANK FINANCIAL COMPA-
NIES SUPERVISED BY THE BOARD OF GOV-
ERNORS. 
Not later than 180 days after the date of a final Coun-
cil determination under section 113 that a nonbank finan-
cial company is to be supervised by the Board of Governors, 
such company shall register with the Board of Governors, 
on forms prescribed by the Board of Governors, which shall 
include such information as the Board of Governors, in con-
sultation with the Council, may deem necessary or appro-
priate to carry out this title. 
SEC. 115. ENHANCED SUPERVISION AND PRUDENTIAL 
STANDARDS FOR NONBANK FINANCIAL COM-
PANIES SUPERVISED BY THE BOARD OF GOV-
ERNORS AND CERTAIN BANK HOLDING COM-
PANIES. 
(a) IN GENERAL.— 
(1) PURPOSE.—In order to prevent or mitigate 
risks to the financial stability of the United States 
that could arise from the material financial distress 
or failure of large, interconnected financial institu-
tions, the Council may make recommendations to the 
Board of Governors concerning the establishment and 
refinement of prudential standards and reporting and 
disclosure requirements applicable to nonbank finan-
cial companies supervised by the Board of Governors
† HR 4173 EAS 
and large, interconnected bank holding companies, 
that— 
(A) are more stringent than those applicable 
to other nonbank financial companies and bank 
holding companies that do not present similar 
risks to the financial stability of the United 
States; and 
(B) increase in stringency, based on the 
considerations identified in subsection (b)(3). 
(2) LIMITATION
ON
BANK
HOLDING
COMPA-
NIES.—Any standards recommended under sub-
sections (b) through (f) shall not apply to any bank 
holding company with total consolidated assets of less 
than $50,000,000,000. The Council may recommend 
an asset threshold greater than $50,000,000,000 for 
the applicability of any particular standard under 
those subsections. 
(b) DEVELOPMENT OF PRUDENTIAL STANDARDS.— 
(1) IN GENERAL.—The recommendations of the 
Council under subsection (a) may include— 
(A) risk-based capital requirements; 
(B) leverage limits; 
(C) liquidity requirements; 
(D) resolution plan and credit exposure re-
port requirements;
† HR 4173 EAS 
(E) concentration limits; 
(F) a contingent capital requirement; 
(G) enhanced public disclosures; and 
(H) overall risk management requirements. 
(2) PRUDENTIAL STANDARDS FOR FOREIGN FI-
NANCIAL
COMPANIES.—In making recommendations 
concerning the standards set forth in paragraph (1) 
that would apply to foreign nonbank financial com-
panies supervised by the Board of Governors or for-
eign-based bank holding companies, the Council shall 
give due regard to the principle of national treatment 
and competitive equity. 
(3) CONSIDERATIONS.—In making recommenda-
tions concerning prudential standards under para-
graph (1), the Council shall— 
(A) take into account differences among 
nonbank financial companies supervised by the 
Board of Governors and bank holding companies 
described in subsection (a), based on— 
(i) the factors described in subsections 
(a) and (b) of section 113; 
(ii) whether the company owns an in-
sured depository institution; 
(iii) nonfinancial activities and affili-
ations of the company; and
† HR 4173 EAS 
(iv) any other factors that the Council 
determines appropriate; and 
(B) to the extent possible, ensure that small 
changes in the factors listed in subsections (a) 
and (b) of section 113 would not result in sharp, 
discontinuous changes in the prudential stand-
ards established under paragraph (1). 
(c) CONTINGENT CAPITAL.— 
(1) STUDY REQUIRED.—The Council shall con-
duct a study of the feasibility, benefits, costs, and 
structure of a contingent capital requirement for 
nonbank financial companies supervised by the Board 
of Governors and bank holding companies described 
in subsection (a), which study shall include— 
(A) an evaluation of the degree to which 
such requirement would enhance the safety and 
soundness of companies subject to the require-
ment, promote the financial stability of the 
United States, and reduce risks to United States 
taxpayers; 
(B) an evaluation of the characteristics and 
amounts of convertible debt that should be re-
quired; 
(C) an analysis of potential prudential 
standards that should be used to determine
† HR 4173 EAS 
whether the contingent capital of a company 
would be converted to equity in times of finan-
cial stress; 
(D) an evaluation of the costs to companies, 
the effects on the structure and operation of cred-
it and other financial markets, and other eco-
nomic effects of requiring contingent capital; 
(E) an evaluation of the effects of such re-
quirement on the international competitiveness 
of companies subject to the requirement and the 
prospects for international coordination in estab-
lishing such requirement; and 
(F) recommendations for implementing reg-
ulations. 
(2) REPORT.—The Council shall submit a report 
to Congress regarding the study required by para-
graph (1) not later than 2 years after the date of en-
actment of this Act. 
(3) RECOMMENDATIONS.— 
(A) IN
GENERAL.—Subsequent to submit-
ting a report to Congress under paragraph (2), 
the Council may make recommendations to the 
Board of Governors to require any nonbank fi-
nancial company supervised by the Board of 
Governors and any bank holding company de-
† HR 4173 EAS 
scribed in subsection (a) to maintain a min-
imum amount of long-term hybrid debt that is 
convertible to equity in times of financial stress. 
(B) FACTORS
TO
CONSIDER.—In making 
recommendations under this subsection, the 
Council shall consider— 
(i) an appropriate transition period 
for implementation of a conversion under 
this subsection; 
(ii) the factors described in subsection 
(b)(3); 
(iii) capital requirements applicable to 
a nonbank financial company supervised by 
the Board of Governors or a bank holding 
company described in subsection (a), and 
subsidiaries thereof; 
(iv) results of the study required by 
paragraph (1); and 
(v) any other factor that the Council 
deems appropriate. 
(d) RESOLUTION PLAN AND CREDIT EXPOSURE RE-
PORTS.— 
(1) RESOLUTION PLAN.—The Council may make 
recommendations to the Board of Governors con-
cerning the requirement that each nonbank financial
† HR 4173 EAS 
company supervised by the Board of Governors and 
each bank holding company described in subsection 
(a) report periodically to the Council, the Board of 
Governors, and the Corporation, the plan of such 
company for rapid and orderly resolution in the event 
of material financial distress or failure. 
(2) CREDIT
EXPOSURE
REPORT.—The Council 
may make recommendations to the Board of Gov-
ernors concerning the advisability of requiring each 
nonbank financial company supervised by the Board 
of Governors and bank holding company described in 
subsection (a) to report periodically to the Council, 
the Board of Governors, and the Corporation on— 
(A) the nature and extent to which the com-
pany has credit exposure to other significant 
nonbank financial companies and significant 
bank holding companies; and 
(B) the nature and extent to which other 
such significant nonbank financial companies 
and significant bank holding companies have 
credit exposure to that company. 
(e) CONCENTRATION LIMITS.—In order to limit the 
risks that the failure of any individual company could pose 
to nonbank financial companies supervised by the Board 
of Governors or bank holding companies described in sub-
† HR 4173 EAS 
section (a), the Council may make recommendations to the 
Board of Governors to prescribe standards to limit such 
risks, as set forth in section 165. 
(f) ENHANCED PUBLIC DISCLOSURES.—The Council 
may make recommendations to the Board of Governors to 
require periodic public disclosures by bank holding compa-
nies described in subsection (a) and by nonbank financial 
companies supervised by the Board of Governors, in order 
to support market evaluation of the risk profile, capital ade-
quacy, and risk management capabilities thereof. 
SEC. 116. REPORTS. 
(a) IN GENERAL.—Subject to subsection (b), the Coun-
cil, acting through the Office of Financial Research, may 
require a bank holding company with total consolidated as-
sets of $50,000,000,000 or greater or a nonbank financial 
company supervised by the Board of Governors, and any 
subsidiary thereof, to submit certified reports to keep the 
Council informed as to— 
(1) the financial condition of the company; 
(2) systems for monitoring and controlling fi-
nancial, operating, and other risks; 
(3) transactions with any subsidiary that is a 
depository institution; and 
(4) the extent to which the activities and oper-
ations of the company and any subsidiary thereof,
† HR 4173 EAS 
could, under adverse circumstances, have the potential 
to disrupt financial markets or affect the overall fi-
nancial stability of the United States. 
(b) USE OF EXISTING REPORTS.— 
(1) IN GENERAL.—For purposes of compliance 
with subsection (a), the Council, acting through the 
Office of Financial Research, shall, to the fullest ex-
tent possible, use— 
(A) reports that a bank holding company, 
nonbank financial company supervised by the 
Board of Governors, or any functionally regu-
lated subsidiary of such company has been re-
quired to provide to other Federal or State regu-
latory agencies; 
(B) information that is otherwise required 
to be reported publicly; and 
(C) externally audited financial statements. 
(2) AVAILABILITY.—Each bank holding company 
described in subsection (a) and nonbank financial 
company supervised by the Board of Governors, and 
any subsidiary thereof, shall provide to the Council, 
at the request of the Council, copies of all reports re-
ferred to in paragraph (1). 
(3) CONFIDENTIALITY.—The Council shall main-
tain the confidentiality of the reports obtained under
† HR 4173 EAS 
subsection (a) and paragraph (1)(A) of this sub-
section. 
SEC. 117. TREATMENT OF CERTAIN COMPANIES THAT 
CEASE TO BE BANK HOLDING COMPANIES. 
(a) APPLICABILITY.—This section shall apply to any 
entity or a successor entity that— 
(1) was a bank holding company having total 
consolidated 
assets 
equal 
to 
or 
greater 
than 
$50,000,000,000 as of January 1, 2010; and 
(2) received financial assistance under or par-
ticipated in the Capital Purchase Program estab-
lished under the Troubled Asset Relief Program au-
thorized by the Emergency Economic Stabilization 
Act of 2008. 
(b) TREATMENT.—If an entity described in subsection 
(a) ceases to be a bank holding company at any time after 
January 1, 2010, then such entity shall be treated as a 
nonbank financial company supervised by the Board of 
Governors, as if the Council had made a determination 
under section 113 with respect to that entity. 
(c) APPEAL.— 
(1) REQUEST FOR HEARING.—An entity may re-
quest, in writing, an opportunity for a written or 
oral hearing before the Council to appeal its treat-
ment as a nonbank financial company supervised by
† HR 4173 EAS 
the Board of Governors in accordance with this sec-
tion. Upon receipt of the request, the Council shall fix 
a time (not later than 30 days after the date of re-
ceipt of the request) and place at which such entity 
may appear, personally or through counsel, to submit 
written materials (or, at the sole discretion of the 
Council, oral testimony and oral argument). 
(2) DECISION.— 
(A) PROPOSED DECISION.—Not later than 
60 days after the date of a hearing under para-
graph (1), the Council shall submit a report to, 
and may testify before, the Committee on Bank-
ing, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the 
House of Representatives on the proposed deci-
sion of the Council regarding an appeal under 
paragraph (1), which report shall include a 
statement of the basis for the proposed decision 
of the Council. 
(B) NOTICE
OF
FINAL
DECISION.—The 
Council shall notify the subject entity of the final 
decision of the Council regarding an appeal 
under paragraph (1), which notice shall contain 
a statement of the basis for the final decision of
† HR 4173 EAS 
SEC. 119. RESOLUTION OF SUPERVISORY JURISDICTIONAL 
DISPUTES AMONG MEMBER AGENCIES. 
(a) REQUEST FOR DISPUTE RESOLUTION.—The Coun-
cil shall resolve a dispute among 2 or more member agen-
cies, if— 
(1) a member agency has a dispute with another 
member agency about the respective jurisdiction over 
a particular bank holding company, nonbank finan-
cial company, or financial activity or product (ex-
cluding matters for which another dispute mechanism 
specifically has been provided under Federal law); 
(2) the Council determines that the disputing 
agencies cannot, after a demonstrated good faith ef-
fort, resolve the dispute without the intervention of the 
Council; and 
(3) any of the member agencies involved in the 
dispute— 
(A) provides all other disputants prior no-
tice of the intent to request dispute resolution by 
the Council; and 
(B) requests in writing, not earlier than 14 
days after providing the notice described in sub-
paragraph (A), that the Council resolve the dis-
pute. 
(b) COUNCIL DECISION.—The Council shall resolve 
each dispute described in subsection (a)—
† HR 4173 EAS 
(1) within a reasonable time after receiving the 
dispute resolution request; 
(2) after consideration of relevant information 
provided by each agency party to the dispute; and 
(3) by agreeing with 1 of the disputants regard-
ing the entirety of the matter, or by determining a 
compromise position. 
(c) FORM AND BINDING EFFECT.—A Council decision 
under this section shall— 
(1) be in writing; 
(2) include an explanation of the reasons there-
for; and 
(3) be binding on all Federal agencies that are 
parties to the dispute. 
SEC. 120. ADDITIONAL STANDARDS APPLICABLE TO ACTIVI-
TIES OR PRACTICES FOR FINANCIAL STA-
BILITY PURPOSES. 
(a) IN
GENERAL.—The Council may issue rec-
ommendations to the primary financial regulatory agencies 
to apply new or heightened standards and safeguards, in-
cluding standards enumerated in section 115, for a finan-
cial activity or practice conducted by bank holding compa-
nies or nonbank financial companies under their respective 
jurisdictions, if the Council determines that the conduct of 
such activity or practice could create or increase the risk
† HR 4173 EAS 
of significant liquidity, credit, or other problems spreading 
among bank holding companies and nonbank financial 
companies or the financial markets of the United States. 
(b) PROCEDURE FOR RECOMMENDATIONS TO REGU-
LATORS.— 
(1) NOTICE AND OPPORTUNITY FOR COMMENT.— 
The Council shall consult with the primary financial 
regulatory agencies and provide notice to the public 
and opportunity for comment for any proposed rec-
ommendation that the primary financial regulatory 
agencies apply new or heightened standards and safe-
guards for a financial activity or practice. 
(2) CRITERIA.—The new or heightened standards 
and safeguards for a financial activity or practice 
recommended under paragraph (1)— 
(A) shall take costs to long-term economic 
growth into account; and 
(B) may include prescribing the conduct of 
the activity or practice in specific ways (such as 
by limiting its scope, or applying particular 
capital or risk management requirements to the 
conduct of the activity) or prohibiting the activ-
ity or practice. 
(c) IMPLEMENTATION
OF
RECOMMENDED
STAND-
ARDS.—
† HR 4173 EAS 
(1) ROLE OF PRIMARY FINANCIAL REGULATORY 
AGENCY.— 
(A) IN GENERAL.—Each primary financial 
regulatory agency may impose, require reports 
regarding, examine for compliance with, and en-
force standards in accordance with this section 
with respect to those entities for which it is the 
primary financial regulatory agency. 
(B) RULE OF CONSTRUCTION.—The author-
ity under this paragraph is in addition to, and 
does not limit, any other authority of a primary 
financial regulatory agency. Compliance by an 
entity with actions taken by a primary financial 
regulatory agency under this section shall be en-
forceable in accordance with the statutes gov-
erning the respective jurisdiction of the primary 
financial regulatory agency over the entity, as if 
the agency action were taken under those stat-
utes. 
(2) IMPOSITION OF STANDARDS.—The primary 
financial regulatory agency shall impose the stand-
ards recommended by the Council in accordance with 
subsection (a), or similar standards that the Council 
deems acceptable, or shall explain in writing to the 
Council, not later than 90 days after the date on
† HR 4173 EAS 
which the Council issues the recommendation, why the 
agency has determined not to follow the recommenda-
tion of the Council. 
(d) REPORT TO CONGRESS.—The Council shall report 
to Congress on— 
(1) any recommendations issued by the Council 
under this section; 
(2) the implementation of, or failure to imple-
ment such recommendation on the part of a primary 
financial regulatory agency; and 
(3) in any case in which no primary financial 
regulatory agency exists for the nonbank financial 
company conducting financial activities or practices 
referred to in subsection (a), recommendations for leg-
islation that would prevent such activities or prac-
tices from threatening the stability of the financial 
system of the United States. 
(e) EFFECT OF RESCISSION OF IDENTIFICATION.— 
(1) NOTICE.—The Council may recommend to 
the relevant primary financial regulatory agency that 
a financial activity or practice no longer requires any 
standards or safeguards implemented under this sec-
tion. 
(2) DETERMINATION
OF
PRIMARY
FINANCIAL 
REGULATORY AGENCY TO CONTINUE.—
† HR 4173 EAS 
(A) IN GENERAL.—Upon receipt of a rec-
ommendation under paragraph (1), a primary 
financial regulatory agency that has imposed 
standards under this section shall determine 
whether standards that it has imposed under this 
section should remain in effect. 
(B) APPEAL PROCESS.—Each primary fi-
nancial regulatory agency that has imposed 
standards under this section shall promulgate 
regulations to establish a procedure under which 
entities under its jurisdiction may appeal a de-
termination by such agency under this para-
graph that standards imposed under this section 
should remain in effect. 
SEC. 121. MITIGATION OF RISKS TO FINANCIAL STABILITY. 
(a) MITIGATORY ACTIONS.—If the Board of Governors 
determines that a bank holding company with total consoli-
dated assets of $50,000,000,000 or more, or a nonbank fi-
nancial company supervised by the Board of Governors, 
poses a grave threat to the financial stability of the United 
States, the Board of Governors, upon an affirmative vote 
of not fewer than 2⁄3 of the Council members then serving, 
shall require the subject company— 
(1) to terminate one or more activities;
† HR 4173 EAS 
(2) to impose conditions on the manner in which 
the company conducts one or more activities; or 
(3) if the Board of Governors determines that 
such action is inadequate to mitigate a threat to the 
financial stability of the United States in its rec-
ommendation, to sell or otherwise transfer assets or 
off-balance-sheet items to unaffiliated entities. 
(b) NOTICE AND HEARING.— 
(1) IN GENERAL.—The Board of Governors, in 
consultation with the Council, shall provide to a com-
pany described in subsection (a) written notice that 
such company is being considered for mitigatory ac-
tion pursuant to this section, including an expla-
nation of the basis for, and description of, the pro-
posed mitigatory action. 
(2) HEARING.—Not later than 30 days after the 
date of receipt of notice under paragraph (1), the 
company may request, in writing, an opportunity for 
a written or oral hearing before the Board of Gov-
ernors to contest the proposed mitigatory action. 
Upon receipt of a timely request, the Board of Gov-
ernors shall fix a time (not later than 30 days after 
the date of receipt of the request) and place at which 
such company may appear, personally or through 
counsel, to submit written materials (or, at the discre-
† HR 4173 EAS 
tion of the Board of Governors, in consultation with 
the Council, oral testimony and oral argument). 
(3) DECISION.—Not later than 60 days after the 
date of a hearing under paragraph (2), or not later 
than 60 days after the provision of a notice under 
paragraph (1) if no hearing was held, the Board of 
Governors shall notify the company of the final deci-
sion of the Board of Governors, including the results 
of the vote of the Council, as described in subsection 
(a). 
(c) FACTORS
FOR CONSIDERATION.—The Board of 
Governors and the Council shall take into consideration the 
factors set forth in subsection (a) or (b) of section 113, as 
applicable, in a determination described in subsection (a) 
and in a decision described in subsection (b). 
(d) APPLICATION
TO FOREIGN FINANCIAL COMPA-
NIES.—The Board of Governors may prescribe regulations 
regarding the application of this section to foreign nonbank 
financial companies supervised by the Board of Governors 
and foreign-based bank holding companies, giving due re-
gard to the principle of national treatment and competitive 
equity.
† HR 4173 EAS 
Subtitle B—Office of Financial 
Research 
SEC. 151. DEFINITIONS. 
For purposes of this subtitle— 
(1) the terms ‘‘Office’’ and ‘‘Director’’ mean the 
Office of Financial Research established under this 
subtitle and the Director thereof, respectively; 
(2) the term ‘‘financial company’’ has the same 
meaning as in title II, and includes an insured de-
pository institution and an insurance company; 
(3) the term ‘‘Data Center’’ means the data cen-
ter established under section 154; 
(4) the term ‘‘Research and Analysis Center’’ 
means the research and analysis center established 
under section 154; 
(5) the term ‘‘financial transaction data’’ means 
the structure and legal description of a financial con-
tract, with sufficient detail to describe the rights and 
obligations between counterparties and make possible 
an independent valuation; 
(6) the term ‘‘position data’’— 
(A) means data on financial assets or li-
abilities held on the balance sheet of a financial 
company, where positions are created or changed 
by the execution of a financial transaction; and
† HR 4173 EAS 
(B) includes information that identifies 
counterparties, the valuation by the financial 
company of the position, and information that 
makes possible an independent valuation of the 
position; 
(7) the term ‘‘financial contract’’ means a legally 
binding agreement between 2 or more counterparties, 
describing rights and obligations relating to the fu-
ture delivery of items of intrinsic or extrinsic value 
among the counterparties; and 
(8) the term ‘‘financial instrument’’ means a fi-
nancial contract in which the terms and conditions 
are publicly available, and the roles of one or more 
of the counterparties are assignable without the con-
sent of any of the other counterparties (including 
common stock of a publicly traded company, govern-
ment bonds, or exchange traded futures and options 
contracts). 
SEC. 152. OFFICE OF FINANCIAL RESEARCH ESTABLISHED. 
(a) ESTABLISHMENT.—There is established within the 
Department of the Treasury the Office of Financial Re-
search. 
(b) DIRECTOR.—
† HR 4173 EAS 
(1) IN GENERAL.—The Office shall be headed by 
a Director, who shall be appointed by the President, 
by and with the advice and consent of the Senate. 
(2) TERM OF SERVICE.—The Director shall serve 
for a term of 6 years, except that, in the event that 
a successor is not nominated and confirmed by the 
end of the term of service of a Director, the Director 
may continue to serve until such time as the next Di-
rector is appointed and confirmed. 
(3) EXECUTIVE LEVEL.—The Director shall be 
compensated at level III of the Executive Schedule. 
(4) PROHIBITION ON DUAL SERVICE.—The indi-
vidual serving in the position of Director may not, 
during such service, also serve as the head of any fi-
nancial regulatory agency. 
(5) RESPONSIBILITIES, DUTIES, AND
AUTHOR-
ITY.—The Director shall have sole discretion in the 
manner in which the Director fulfills the responsibil-
ities and duties and exercises the authorities described 
in this subtitle. 
(c) BUDGET.—The Director, in consultation with the 
Chairperson, shall establish the annual budget of the Office. 
(d) OFFICE PERSONNEL.—
† HR 4173 EAS 
(1) IN GENERAL.—The Director, in consultation 
with the Chairperson, may fix the number of, and ap-
point and direct, all employees of the Office. 
(2) COMPENSATION.—The Director, in consulta-
tion with the Chairperson, shall fix, adjust, and ad-
minister the pay for all employees of the Office, with-
out regard to chapter 51 or subchapter III of chapter 
53 of title 5, United States Code, relating to classi-
fication of positions and General Schedule pay rates. 
(3) COMPARABILITY.—Section 1206(a) of the Fi-
nancial Institutions Reform, Recovery, and Enforce-
ment Act of 1989 (12 U.S.C. 1833b(a)) is amended— 
(A) by striking ‘‘Finance Board,’’ and in-
serting ‘‘Finance Board, the Office of Financial 
Research, and the Bureau of Consumer Finan-
cial Protection’’; and 
(B) by striking ‘‘and the Office of Thrift 
Supervision,’’. 
(e) ASSISTANCE FROM FEDERAL AGENCIES.—Any de-
partment or agency of the United States may provide to 
the Office and any special advisory, technical, or profes-
sional committees appointed by the Office, such services, 
funds, facilities, staff, and other support services as the Of-
fice may determine advisable. Any Federal Government em-
ployee may be detailed to the Office without reimbursement,
† HR 4173 EAS 
and such detail shall be without interruption or loss of civil 
service status or privilege. 
(f) PROCUREMENT OF TEMPORARY AND INTERMITTENT 
SERVICES.—The Director may procure temporary and 
intermittent services under section 3109(b) of title 5, United 
States Code, at rates for individuals which do not exceed 
the daily equivalent of the annual rate of basic pay pre-
scribed for level V of the Executive Schedule under section 
5316 of such title. 
(g) CONTRACTING AND LEASING AUTHORITY.—Not-
withstanding the Federal Property and Administrative 
Services Act of 1949 (41 U.S.C. 251 et seq.) or any other 
provision of law, the Director may— 
(1) enter into and perform contracts, execute in-
struments, and acquire, in any lawful manner, such 
goods and services, or personal or real property (or 
property interest), as the Director deems necessary to 
carry out the duties and responsibilities of the Office; 
and 
(2) hold, maintain, sell, lease, or otherwise dis-
pose of the property (or property interest) acquired 
under paragraph (1). 
(h) NON-COMPETE.—The Director and any staff of the 
Office who has had access to the transaction or position 
data maintained by the Data Center or other business con-
† HR 4173 EAS 
fidential information about financial entities required to 
report to the Office, may not, for a period of 1 year after 
last having access to such transaction or position data or 
business confidential information, be employed by or pro-
vide advice or consulting services to a financial company, 
regardless of whether that entity is required to report to 
the Office. For staff whose access to business confidential 
information was limited, the Director may provide, on a 
case-by-case basis, for a shorter period of post-employment 
prohibition, provided that the shorter period does not com-
promise business confidential information. 
(i) TECHNICAL AND PROFESSIONAL ADVISORY COM-
MITTEES.—The Office, in consultation with the Chair-
person, may appoint such special advisory, technical, or 
professional committees as may be useful in carrying out 
the functions of the Office, and the members of such commit-
tees may be staff of the Office, or other persons, or both. 
(j) FELLOWSHIP PROGRAM.—The Office, in consulta-
tion with the Chairperson, may establish and maintain an 
academic and professional fellowship program, under which 
qualified academics and professionals shall be invited to 
spend not longer than 2 years at the Office, to perform re-
search and to provide advanced training for Office per-
sonnel.
† HR 4173 EAS 
(k) EXECUTIVE SCHEDULE COMPENSATION.—Section 
5314 of title 5, United States Code, is amended by adding 
at the end the following new item: 
‘‘Director of the Office of Financial Research.’’. 
SEC. 153. PURPOSE AND DUTIES OF THE OFFICE. 
(a) PURPOSE AND DUTIES.—The purpose of the Office 
is to support the Council in fulfilling the purposes and du-
ties of the Council, as set forth in subtitle A, and to support 
member agencies, by— 
(1) collecting data on behalf of the Council, and 
providing such data to the Council and member agen-
cies; 
(2) standardizing the types and formats of data 
reported and collected; 
(3) performing applied research and essential 
long-term research; 
(4) developing tools for risk measurement and 
monitoring; 
(5) performing other related services; 
(6) making the results of the activities of the Of-
fice available to financial regulatory agencies; and 
(7) assisting such member agencies in deter-
mining the types and formats of data authorized by 
this Act to be collected by such member agencies. 
(b) ADMINISTRATIVE AUTHORITY.—The Office may—
† HR 4173 EAS 
(1) share data and information, including soft-
ware developed by the Office, with the Council and 
member agencies, which shared data, information, 
and software— 
(A) shall be maintained with at least the 
same level of security as is used by the Office; 
and 
(B) may not be shared with any individual 
or entity without the permission of the Council; 
(2) sponsor and conduct research projects; and 
(3) assist, on a reimbursable basis, with finan-
cial analyses undertaken at the request of other Fed-
eral agencies that are not member agencies. 
(c) RULEMAKING AUTHORITY.— 
(1) SCOPE.—The Office, in consultation with the 
Chairperson, shall issue rules, regulations, and orders 
only to the extent necessary to carry out the purposes 
and duties described in paragraphs (1), (2), and (7) 
of subsection (a). 
(2) STANDARDIZATION.—Member agencies, in 
consultation with the Office, shall implement regula-
tions promulgated by the Office under paragraph (1) 
to standardize the types and formats of data reported 
and collected on behalf of the Council, as described in 
subsection (a)(2). If a member agency fails to imple-
† HR 4173 EAS 
ment such regulations prior to the expiration of the 
3-year period following the date of publication of 
final regulations, the Office, in consultation with the 
Chairperson, may implement such regulations with 
respect to the financial entities under the jurisdiction 
of the member agency. 
(d) TESTIMONY.— 
(1) IN
GENERAL.—The Director of the Office 
shall report to and testify before the Committee on 
Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the 
House of Representatives annually on the activities of 
the Office, including the work of the Data Center and 
the Research and Analysis Center, and the assessment 
of the Office of significant financial market develop-
ments and potential emerging threats to the financial 
stability of the United States. 
(2) NO PRIOR REVIEW.—No officer or agency of 
the United States shall have any authority to require 
the Director to submit the testimony required under 
paragraph (1) or other Congressional testimony to 
any officer or agency of the United States for ap-
proval, comment, or review prior to the submission of 
such testimony. Any such testimony to Congress shall 
include a statement that the views expressed therein
† HR 4173 EAS 
are those of the Director and do not necessarily rep-
resent the views of the President. 
(e) ADDITIONAL REPORTS.—The Director may provide 
additional reports to Congress concerning the financial sta-
bility of the United States. The Director shall notify the 
Council of any such additional reports provided to Con-
gress. 
(f) SUBPOENA.— 
(1) IN GENERAL.—The Director may require, by 
subpoena, the production of the data requested under 
subsection (a)(1) and section 154(b)(1), but only upon 
a written finding by the Director that— 
(A) such data is required to carry out the 
functions described under this subtitle; and 
(B) the Office has coordinated with such 
agency, 
as 
required 
under 
section 
154(b)(1)(B)(ii). 
(2) FORMAT.—Subpoenas under paragraph (1) 
shall bear the signature of the Director, and shall be 
served by any person or class of persons designated by 
the Director for that purpose. 
(3) ENFORCEMENT.—In the case of contumacy or 
failure to obey a subpoena, the subpoena shall be en-
forceable by order of any appropriate district court of 
the United States. Any failure to obey the order of the
† HR 4173 EAS 
court may be punished by the court as a contempt of 
court. 
SEC. 154. ORGANIZATIONAL STRUCTURE; RESPONSIBIL-
ITIES OF PRIMARY PROGRAMMATIC UNITS. 
(a) IN GENERAL.—There are established within the Of-
fice, to carry out the programmatic responsibilities of the 
Office— 
(1) the Data Center; and 
(2) the Research and Analysis Center. 
(b) DATA CENTER.— 
(1) GENERAL DUTIES.— 
(A) DATA COLLECTION.—The Data Center, 
on behalf of the Council, shall collect, validate, 
and maintain all data necessary to carry out the 
duties of the Data Center, as described in this 
subtitle. The data assembled shall be obtained 
from member agencies, commercial data pro-
viders, publicly available data sources, and fi-
nancial entities under subparagraph (B). 
(B) AUTHORITY.— 
(i) IN GENERAL.—The Office may, as 
determined by the Council or by the Direc-
tor in consultation with the Council, require 
the submission of periodic and other reports 
from any financial company for the pur-
† HR 4173 EAS 
pose of assessing the extent to which a fi-
nancial activity or financial market in 
which the financial company participates, 
or the financial company itself, poses a 
threat to the financial stability of the 
United States. 
(ii) MITIGATION
OF
REPORT
BUR-
DEN.—Before requiring the submission of a 
report from any financial company that is 
regulated by a member agency or any pri-
mary financial regulatory agency, the Of-
fice shall coordinate with such agencies and 
shall, whenever possible, rely on information 
available from such agencies. 
(C) RULEMAKING.—The Office shall pro-
mulgate regulations pursuant to subsections 
(a)(1), (a)(2), (a)(7), and (c)(1) of section 153 
regarding the type and scope of the data to be 
collected by the Data Center under this para-
graph. 
(2) RESPONSIBILITIES.— 
(A) PUBLICATION.—The Data Center shall 
prepare and publish, in a manner that is easily 
accessible to the public—
† HR 4173 EAS 
(i) a financial company reference 
database; 
(ii) a financial instrument reference 
database; and 
(iii) formats and standards for Office 
data, including standards for reporting fi-
nancial transaction and position data to 
the Office. 
(B) CONFIDENTIALITY.—The Data Center 
shall not publish any confidential data under 
subparagraph (A). 
(3) INFORMATION SECURITY.—The Director shall 
ensure that data collected and maintained by the 
Data Center are kept secure and protected against 
unauthorized disclosure. 
(4) CATALOG OF FINANCIAL ENTITIES AND IN-
STRUMENTS.—The Data Center shall maintain a 
catalog of the financial entities and instruments re-
ported to the Office. 
(5) AVAILABILITY TO THE COUNCIL AND MEMBER 
AGENCIES.—The Data Center shall make data col-
lected and maintained by the Data Center available 
to the Council and member agencies, as necessary to 
support their regulatory responsibilities.
† HR 4173 EAS 
(6) OTHER AUTHORITY.—The Office shall, after 
consultation with the member agencies, provide cer-
tain data to financial industry participants and to 
the general public to increase market transparency 
and facilitate research on the financial system, to the 
extent that intellectual property rights are not vio-
lated, business confidential information is properly 
protected, and the sharing of such information poses 
no significant threats to the financial system of the 
United States. 
(c) RESEARCH AND ANALYSIS CENTER.— 
(1) GENERAL DUTIES.—The Research and Anal-
ysis Center, on behalf of the Council, shall develop 
and maintain independent analytical capabilities 
and computing resources— 
(A) to develop and maintain metrics and 
reporting systems for risks to the financial sta-
bility of the United States; 
(B) to monitor, investigate, and report on 
changes in system-wide risk levels and patterns 
to the Council and Congress; 
(C) to conduct, coordinate, and sponsor re-
search to support and improve regulation of fi-
nancial entities and markets;
† HR 4173 EAS 
(D) to evaluate and report on stress tests or 
other stability-related evaluations of financial 
entities overseen by the member agencies; 
(E) to maintain expertise in such areas as 
may be necessary to support specific requests for 
advice and assistance from financial regulators; 
(F) to investigate disruptions and failures 
in the financial markets, report findings, and 
make recommendations to the Council based on 
those findings; 
(G) to conduct studies and provide advice 
on the impact of policies related to systemic risk; 
and 
(H) to promote best practices for financial 
risk management. 
(d) REPORTING RESPONSIBILITIES.— 
(1) REQUIRED
REPORTS.—Not later than 2 
years after the date of enactment of this Act, and not 
later than 120 days after the end of each fiscal year 
thereafter, the Office shall prepare and submit a re-
port to Congress. 
(2) CONTENT.—Each report required by this sub-
section shall assess the state of the United States fi-
nancial system, including—
† HR 4173 EAS 
(A) an analysis of any threats to the finan-
cial stability of the United States; 
(B) the status of the efforts of the Office in 
meeting the mission of the Office; and 
(C) key findings from the research and 
analysis of the financial system by the Office. 
SEC. 155. FUNDING. 
(a) FINANCIAL RESEARCH FUND.— 
(1) FUND ESTABLISHED.—There is established in 
the Treasury of the United States a separate fund to 
be known as the ‘‘Financial Research Fund’’. 
(2) FUND RECEIPTS.—All amounts provided to 
the Office under subsection (c), and all assessments 
that the Office receives under subsection (d) shall be 
deposited into the Financial Research Fund. 
(3) INVESTMENTS AUTHORIZED.— 
(A) AMOUNTS
IN
FUND
MAY
BE
IN-
VESTED.—The Director may request the Sec-
retary to invest the portion of the Financial Re-
search Fund that is not, in the judgment of the 
Director, required to meet the needs of the Office. 
(B) ELIGIBLE INVESTMENTS.—Investments 
shall be made by the Secretary in obligations of 
the United States or obligations that are guaran-
teed as to principal and interest by the United
† HR 4173 EAS 
States, with maturities suitable to the needs of 
the Financial Research Fund, as determined by 
the Director. 
(4) INTEREST AND PROCEEDS CREDITED.—The 
interest on, and the proceeds from the sale or redemp-
tion of, any obligations held in the Financial Re-
search Fund shall be credited to and form a part of 
the Financial Research Fund. 
(b) USE OF FUNDS.— 
(1) IN
GENERAL.—Funds obtained by, trans-
ferred to, or credited to the Financial Research Fund 
shall be immediately available to the Office, and shall 
remain available until expended, to pay the expenses 
of the Office in carrying out the duties and respon-
sibilities of the Office. 
(2) FEES, ASSESSMENTS, AND OTHER FUNDS NOT 
GOVERNMENT
FUNDS.—Funds obtained by, trans-
ferred to, or credited to the Financial Research Fund 
shall not be construed to be Government funds or ap-
propriated monies. 
(3) AMOUNTS
NOT
SUBJECT
TO
APPORTION-
MENT.—Notwithstanding any other provision of law, 
amounts in the Financial Research Fund shall not be 
subject to apportionment for purposes of chapter 15 of
† HR 4173 EAS 
title 31, United States Code, or under any other au-
thority, or for any other purpose. 
(c) INTERIM FUNDING.—During the 2-year period fol-
lowing the date of enactment of this Act, the Board of Gov-
ernors shall provide to the Office an amount sufficient to 
cover the expenses of the Office. 
(d) PERMANENT SELF-FUNDING.— 
(1) IN GENERAL.—Beginning 2 years after the 
date of enactment of this Act, the Secretary shall es-
tablish, by regulation, and with the approval of the 
Council, an assessment schedule, including the assess-
ment base and rates, applicable to bank holding com-
panies 
with 
total 
consolidated 
assets 
of 
$50,000,000,000 or greater and nonbank financial 
companies supervised by the Board of Governors, that 
takes into account differences among such companies, 
based on the considerations for establishing the pru-
dential standards under section 115, to collect assess-
ments equal to the estimated total expenses of the Of-
fice. 
(2) SHORTFALL.—To the extent that the assess-
ments under paragraph (1) do not fully cover the 
total expenses of the Office, the Board of Governors 
shall provide to the Office an amount sufficient to 
cover the difference.
† HR 4173 EAS 
SEC. 156. TRANSITION OVERSIGHT. 
(a) PURPOSE.—The purpose of this section is to ensure 
that the Office— 
(1) has an orderly and organized startup; 
(2) attracts and retains a qualified workforce; 
and 
(3) establishes comprehensive employee training 
and benefits programs. 
(b) REPORTING REQUIREMENT.— 
(1) IN GENERAL.—The Office shall submit an 
annual report to the Committee on Banking, Hous-
ing, and Urban Affairs of the Senate and the Com-
mittee on Financial Services of the House of Rep-
resentatives that includes the plans described in para-
graph (2). 
(2) PLANS.—The plans described in this para-
graph are as follows: 
(A) TRAINING AND WORKFORCE DEVELOP-
MENT PLAN.—The Office shall submit a training 
and workforce development plan that includes, to 
the extent practicable— 
(i) identification of skill and technical 
expertise needs and actions taken to meet 
those requirements; 
(ii) steps taken to foster innovation 
and creativity;
† HR 4173 EAS 
(i) the steps necessary to target highly 
qualified applicant pools with diverse back-
grounds; 
(ii) streamlined employment applica-
tion processes; 
(iii) the provision of timely notifica-
tion of the status of employment applica-
tions to applicants; and 
(iv) the collection of information to 
measure indicators of hiring effectiveness. 
(c) EXPIRATION.—The reporting requirement under 
subsection (b) shall terminate 5 years after the date of en-
actment of this Act. 
(d) RULE OF CONSTRUCTION.—Nothing in this section 
may be construed to affect— 
(1) a collective bargaining agreement, as that 
term is defined in section 7103(a)(8) of title 5, United 
States Code, that is in effect on the date of enactment 
of this Act; or 
(2) the rights of employees under chapter 71 of 
title 5, United States Code.
† HR 4173 EAS 
Subtitle C—Additional Board of 
Governors Authority for Certain 
Nonbank Financial Companies 
and Bank Holding Companies 
SEC. 161. REPORTS BY AND EXAMINATIONS OF NONBANK 
FINANCIAL COMPANIES BY THE BOARD OF 
GOVERNORS. 
(a) REPORTS.— 
(1) IN GENERAL.—The Board of Governors may 
require each nonbank financial company supervised 
by the Board of Governors, and any subsidiary there-
of, to submit reports under oath, to keep the Board 
of Governors informed as to— 
(A) the financial condition of the company 
or subsidiary, systems of the company or sub-
sidiary for monitoring and controlling financial, 
operating, and other risks, and the extent to 
which the activities and operations of the com-
pany or subsidiary pose a threat to the financial 
stability of the United States; and 
(B) compliance by the company or sub-
sidiary with the requirements of this subtitle. 
(2) USE OF EXISTING REPORTS AND INFORMA-
TION.—In carrying out subsection (a), the Board of 
Governors shall, to the fullest extent possible, use—
† HR 4173 EAS 
(A) reports and supervisory information 
that a nonbank financial company or subsidiary 
thereof has been required to provide to other Fed-
eral or State regulatory agencies; 
(B) information otherwise obtainable from 
Federal or State regulatory agencies; 
(C) information that is otherwise required 
to be reported publicly; and 
(D) externally audited financial statements 
of such company or subsidiary. 
(3) AVAILABILITY.—Upon the request of the 
Board of Governors, a nonbank financial company 
supervised by the Board of Governors, or a subsidiary 
thereof, shall promptly provide to the Board of Gov-
ernors any information described in paragraph (2). 
(b) EXAMINATIONS.— 
(1) IN GENERAL.—Subject to paragraph (2), the 
Board of Governors may examine any nonbank fi-
nancial company supervised by the Board of Gov-
ernors and any subsidiary of such company, to deter-
mine— 
(A) the nature of the operations and finan-
cial condition of the company and such sub-
sidiary;
† HR 4173 EAS 
(B) the financial, operational, and other 
risks within the company that may pose a threat 
to the safety and soundness of such company or 
to the financial stability of the United States; 
(C) the systems for monitoring and control-
ling such risks; and 
(D) compliance by the company with the re-
quirements of this subtitle. 
(2) USE OF EXAMINATION REPORTS AND INFOR-
MATION.—For purposes of this subsection, the Board 
of Governors shall, to the fullest extent possible, rely 
on reports of examination of any depository institu-
tion subsidiary or functionally regulated subsidiary 
made by the primary financial regulatory agency for 
that subsidiary, and on information described in sub-
section (a)(2). 
(c) COORDINATION WITH PRIMARY FINANCIAL REGU-
LATORY AGENCY.—The Board of Governors shall— 
(1) provide to the primary financial regulatory 
agency for any company or subsidiary, reasonable no-
tice before requiring a report, requesting information, 
or commencing an examination of such subsidiary 
under this section; and
† HR 4173 EAS 
(2) avoid duplication of examination activities, 
reporting requirements, and requests for information, 
to the extent possible. 
SEC. 162. ENFORCEMENT. 
(a) IN GENERAL.—Except as provided in subsection 
(b), a nonbank financial company supervised by the Board 
of Governors and any subsidiaries of such company (other 
than any depository institution subsidiary) shall be subject 
to the provisions of subsections (b) through (n) of section 
8 of the Federal Deposit Insurance Act (12 U.S.C. 1818), 
in the same manner and to the same extent as if the com-
pany were a bank holding company, as provided in section 
8(b)(3) of the Federal Deposit Insurance Act (12 U.S.C. 
1818(b)(3)). 
(b) ENFORCEMENT AUTHORITY FOR FUNCTIONALLY 
REGULATED SUBSIDIARIES.— 
(1) REFERRAL.—If the Board of Governors de-
termines that a condition, practice, or activity of a 
depository institution subsidiary or functionally regu-
lated subsidiary of a nonbank financial company su-
pervised by the Board of Governors does not comply 
with the regulations or orders prescribed by the Board 
of Governors under this Act, or otherwise poses a 
threat to the financial stability of the United States, 
the Board of Governors may recommend, in writing,
† HR 4173 EAS 
to the primary financial regulatory agency for the 
subsidiary that such agency initiate a supervisory ac-
tion or enforcement proceeding. The recommendation 
shall be accompanied by a written explanation of the 
concerns giving rise to the recommendation. 
(2) BACK-UP AUTHORITY OF THE BOARD OF GOV-
ERNORS.—If, during the 60-day period beginning on 
the date on which the primary financial regulatory 
agency receives a recommendation under paragraph 
(1), the primary financial regulatory agency does not 
take supervisory or enforcement action against a sub-
sidiary that is acceptable to the Board of Governors, 
the Board of Governors (upon a vote of its members) 
may take the recommended supervisory or enforce-
ment action, as if the subsidiary were a bank holding 
company subject to supervision by the Board of Gov-
ernors. 
SEC. 163. ACQUISITIONS. 
(a) ACQUISITIONS OF BANKS; TREATMENT AS A BANK 
HOLDING COMPANY.—For purposes of section 3 of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1842), a nonbank 
financial company supervised by the Board of Governors 
shall be deemed to be, and shall be treated as, a bank hold-
ing company. 
(b) ACQUISITION OF NONBANK COMPANIES.—
† HR 4173 EAS 
(1) PRIOR NOTICE FOR LARGE ACQUISITIONS.— 
Notwithstanding section 4(k)(6)(B) of the Bank Hold-
ing Company Act of 1956 (12 U.S.C. 1843(k)(6)(B)), 
a bank holding company with total consolidated as-
sets equal to or greater than $50,000,000,000 or a 
nonbank financial company supervised by the Board 
of Governors shall not acquire direct or indirect own-
ership or control of any voting shares of any com-
pany (other than an insured depository institution) 
that is engaged in activities described in section 4(k) 
of the Bank Holding Company Act of 1956 having 
total consolidated assets of $10,000,000,000 or more, 
without providing written notice to the Board of Gov-
ernors in advance of the transaction. 
(2) EXEMPTIONS.—The prior notice requirement 
in paragraph (1) shall not apply with regard to the 
acquisition of shares that would qualify for the ex-
emptions in section 4(c) or section 4(k)(4)(E) of the 
Bank Holding Company Act of 1956 (12 U.S.C. 
1843(c) and (k)(4)(E)). 
(3) NOTICE
PROCEDURES.—The notice proce-
dures set forth in section 4(j)(1) of the Bank Holding 
Company Act of 1956 (12 U.S.C. 1843(j)(1)), without 
regard to section 4(j)(3) of that Act, shall apply to an 
acquisition of any company (other than an insured
† HR 4173 EAS 
depository institution) by a bank holding company 
with total consolidated assets equal to or greater than 
$50,000,000,000 or a nonbank financial company su-
pervised by the Board of Governors, as described in 
paragraph (1), including any such company engaged 
in activities described in section 4(k) of that Act. 
(4) STANDARDS FOR REVIEW.—In addition to 
the standards provided in section 4(j)(2) of the Bank 
Holding 
Company 
Act 
of 
1956 
(12 
U.S.C. 
1843(j)(2)), the Board of Governors shall consider the 
extent to which the proposed acquisition would result 
in greater or more concentrated risks to global or 
United States financial stability or the United States 
economy. 
SEC. 164. PROHIBITION AGAINST MANAGEMENT INTER-
LOCKS BETWEEN CERTAIN FINANCIAL COM-
PANIES. 
A nonbank financial company supervised by the Board 
of Governors shall be treated as a bank holding company 
for purposes of the Depository Institutions Management 
Interlocks Act (12 U.S.C. 3201 et seq.), except that the 
Board of Governors shall not exercise the authority provided 
in section 7 of that Act (12 U.S.C. 3207) to permit service 
by a management official of a nonbank financial company 
supervised by the Board of Governors as a management offi-
† HR 4173 EAS 
cial of any bank holding company with total consolidated 
assets equal to or greater than $50,000,000,000, or other 
nonaffiliated nonbank financial company supervised by the 
Board of Governors (other than to provide a temporary ex-
emption for interlocks resulting from a merger, acquisition, 
or consolidation). 
SEC. 165. ENHANCED SUPERVISION AND PRUDENTIAL 
STANDARDS FOR NONBANK FINANCIAL COM-
PANIES SUPERVISED BY THE BOARD OF GOV-
ERNORS AND CERTAIN BANK HOLDING COM-
PANIES. 
(a) IN GENERAL.— 
(1) PURPOSE.—In order to prevent or mitigate 
risks to the financial stability of the United States 
that could arise from the material financial distress 
or failure of large, interconnected financial institu-
tions, the Board of Governors shall, on its own or 
pursuant to recommendations by the Council under 
section 115, establish prudential standards and re-
porting and disclosure requirements applicable to 
nonbank financial companies supervised by the Board 
of Governors and large, interconnected bank holding 
companies that— 
(A) are more stringent than the standards 
and requirements applicable to nonbank finan-
† HR 4173 EAS 
cial companies and bank holding companies that 
do not present similar risks to the financial sta-
bility of the United States; and 
(B) increase in stringency, based on the 
considerations identified in subsection (b)(3). 
(2) LIMITATION
ON
BANK
HOLDING
COMPA-
NIES.—Any standards established under subsections 
(b) through (f) shall not apply to any bank holding 
company with total consolidated assets of less than 
$50,000,000,000, but the Board of Governors may es-
tablish 
an 
asset 
threshold 
greater 
than 
$50,000,000,000 for the applicability of any par-
ticular standard under subsections (b) through (f). 
(b) DEVELOPMENT OF PRUDENTIAL STANDARDS.— 
(1) IN GENERAL.— 
(A) REQUIRED STANDARDS.—The Board of 
Governors shall, by regulation or order, establish 
prudential standards for nonbank financial com-
panies supervised by the Board of Governors and 
bank holding companies described in subsection 
(a), that shall include— 
(i) risk-based capital requirements; 
(ii) leverage limits; 
(iii) liquidity requirements;
† HR 4173 EAS 
(iv) resolution plan and credit expo-
sure report requirements; and 
(v) concentration limits. 
(B) 
ADDITIONAL
STANDARDS
AUTHOR-
IZED.—The Board of Governors may, by regula-
tion or order, establish prudential standards for 
nonbank financial companies supervised by the 
Board of Governors and bank holding companies 
described in subsection (a), that include— 
(i) a contingent capital requirement; 
(ii) enhanced public disclosures; and 
(iii) overall risk management require-
ments. 
(2) PRUDENTIAL STANDARDS FOR FOREIGN FI-
NANCIAL COMPANIES.—In applying the standards set 
forth in paragraph (1) to foreign nonbank financial 
companies supervised by the Board of Governors and 
to foreign-based bank holding companies, the Board of 
Governors shall give due regard to the principle of 
national treatment and competitive equity. 
(3) CONSIDERATIONS.—In prescribing pruden-
tial standards under paragraph (1), the Board of 
Governors shall— 
(A) take into account differences among 
nonbank financial companies supervised by the
† HR 4173 EAS 
Board of Governors and bank holding companies 
described in subsection (a), based on— 
(i) the factors described in subsections 
(a) and (b) of section 113; 
(ii) whether the company owns an in-
sured depository institution; 
(iii) nonfinancial activities and affili-
ations of the company; and 
(iv) any other factors that the Board of 
Governors determines appropriate; 
(B) to the extent possible, ensure that small 
changes in the factors listed in subsections (a) 
and (b) of section 113 would not result in sharp, 
discontinuous changes in the prudential stand-
ards established under paragraph (1) of this sub-
section; and 
(C) take into account any recommendations 
of the Council under section 115. 
(4) REPORT.—The Board of Governors shall sub-
mit an annual report to Congress regarding the im-
plementation of the prudential standards required 
pursuant to paragraph (1), including the use of such 
standards to mitigate risks to the financial stability 
of the United States. 
(c) CONTINGENT CAPITAL.—
† HR 4173 EAS 
(E) any other factor that the Board of Gov-
ernors deems appropriate. 
(d) RESOLUTION PLAN AND CREDIT EXPOSURE RE-
PORTS.— 
(1) RESOLUTION PLAN.—The Board of Governors 
shall require each nonbank financial company super-
vised by the Board of Governors and bank holding 
companies described in subsection (a) to report peri-
odically to the Board of Governors, the Council, and 
the Corporation the plan of such company for rapid 
and orderly resolution in the event of material finan-
cial distress or failure. 
(2) CREDIT EXPOSURE REPORT.—The Board of 
Governors shall require each nonbank financial com-
pany supervised by the Board of Governors and bank 
holding companies described in subsection (a) to re-
port periodically to the Board of Governors, the Coun-
cil, and the Corporation on— 
(A) the nature and extent to which the com-
pany has credit exposure to other significant 
nonbank financial companies and significant 
bank holding companies; and 
(B) the nature and extent to which other 
significant nonbank financial companies and
† HR 4173 EAS 
significant bank holding companies have credit 
exposure to that company. 
(3) REVIEW.—The Board of Governors and the 
Corporation shall review the information provided in 
accordance with this section by each nonbank finan-
cial company supervised by the Board of Governors 
and bank holding company described in subsection 
(a). 
(4) NOTICE OF DEFICIENCIES.—If the Board of 
Governors and the Corporation jointly determine, 
based on their review under paragraph (3), that the 
resolution plan of a nonbank financial company su-
pervised by the Board of Governors or a bank holding 
company described in subsection (a) is not credible or 
would not facilitate an orderly resolution of the com-
pany under title 11, United States Code— 
(A) the Board of Governors and the Cor-
poration shall notify the company, as applicable, 
of the deficiencies in the resolution plan; and 
(B) the company shall resubmit the resolu-
tion plan within a time frame determined by the 
Board of Governors and the Corporation, with 
revisions demonstrating that the plan is credible 
and would result in an orderly resolution under 
title 11, United States Code, including any pro-
100 
† HR 4173 EAS 
posed changes in business operations and cor-
porate structure to facilitate implementation of 
the plan. 
(5) FAILURE TO RESUBMIT CREDIBLE PLAN.— 
(A) IN GENERAL.—If a nonbank financial 
company supervised by the Board of Governors 
or a bank holding company described in sub-
section (a) fails to timely resubmit the resolution 
plan as required under paragraph (4), with such 
revisions as are required under subparagraph 
(B), the Board of Governors and the Corporation 
may jointly impose more stringent capital, lever-
age, or liquidity requirements, or restrictions on 
the growth, activities, or operations of the com-
pany, or any subsidiary thereof, until such time 
as the company resubmits a plan that remedies 
the deficiencies. 
(B) DIVESTITURE.—The Board of Gov-
ernors and the Corporation, in consultation with 
the Council, may direct a nonbank financial 
company supervised by the Board of Governors 
or a bank holding company described in sub-
section (a), by order, to divest certain assets or 
operations identified by the Board of Governors 
and the Corporation, to facilitate an orderly res-
101 
† HR 4173 EAS 
olution of such company under title 11, United 
States Code, in the event of the failure of such 
company, in any case in which— 
(i) the Board of Governors and the 
Corporation have jointly imposed more 
stringent requirements on the company pur-
suant to subparagraph (A); and 
(ii) the company has failed, within the 
2-year period beginning on the date of the 
imposition of such requirements under sub-
paragraph (A), to resubmit the resolution 
plan with such revisions as were required 
under paragraph (4)(B). 
(6) RULES.—Not later than 18 months after the 
date of enactment of this Act, the Board of Governors 
and the Corporation shall jointly issue final rules im-
plementing this subsection. 
(e) CONCENTRATION LIMITS.— 
(1) STANDARDS.—In order to limit the risks that 
the failure of any individual company could pose to 
a nonbank financial company supervised by the 
Board of Governors or a bank holding company de-
scribed in subsection (a), the Board of Governors, by 
regulation, shall prescribe standards that limit such 
risks.
102 
† HR 4173 EAS 
(2) LIMITATION
ON
CREDIT
EXPOSURE.—The 
regulations prescribed by the Board of Governors 
under paragraph (1) shall prohibit each nonbank fi-
nancial company supervised by the Board of Gov-
ernors and bank holding company described in sub-
section (a) from having credit exposure to any unaf-
filiated company that exceeds 25 percent of the cap-
ital stock and surplus (or such lower amount as the 
Board of Governors may determine by regulation to 
be necessary to mitigate risks to the financial sta-
bility of the United States) of the company. 
(3) CREDIT EXPOSURE.—For purposes of para-
graph (2), ‘‘credit exposure’’ to a company means— 
(A) all extensions of credit to the company, 
including loans, deposits, and lines of credit; 
(B) all repurchase agreements and reverse 
repurchase agreements with the company; 
(C) all securities borrowing and lending 
transactions with the company, to the extent that 
such transactions create credit exposure for the 
nonbank financial company supervised by the 
Board of Governors or a bank holding company 
described in subsection (a);
103 
† HR 4173 EAS 
(D) all guarantees, acceptances, or letters of 
credit (including endorsement or standby letters 
of credit) issued on behalf of the company; 
(E) all purchases of or investment in securi-
ties issued by the company; 
(F) counterparty credit exposure to the com-
pany in connection with a derivative transaction 
between the nonbank financial company super-
vised by the Board of Governors or a bank hold-
ing company described in subsection (a) and the 
company; and 
(G) any other similar transactions that the 
Board of Governors, by regulation, determines to 
be a credit exposure for purposes of this section. 
(4) ATTRIBUTION RULE.—For purposes of this 
subsection, any transaction by a nonbank financial 
company supervised by the Board of Governors or a 
bank holding company described in subsection (a) 
with any person is a transaction with a company, to 
the extent that the proceeds of the transaction are 
used for the benefit of, or transferred to, that com-
pany. 
(5) RULEMAKING.—The Board of Governors may 
issue such regulations and orders, including defini-
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tions consistent with this section, as may be necessary 
to administer and carry out this subsection. 
(6) EXEMPTIONS.—The Board of Governors may, 
by regulation or order, exempt transactions, in whole 
or in part, from the definition of ‘‘credit exposure’’ 
for purposes of this subsection, if the Board of Gov-
ernors finds that the exemption is in the public inter-
est and is consistent with the purpose of this sub-
section. 
(7) TRANSITION PERIOD.— 
(A) IN GENERAL.—This subsection and any 
regulations and orders of the Board of Governors 
under this subsection shall not be effective until 
3 years after the date of enactment of this Act. 
(B) EXTENSION AUTHORIZED.—The Board 
of Governors may extend the period specified in 
subparagraph (A) for not longer than an addi-
tional 2 years. 
(f) ENHANCED PUBLIC DISCLOSURES.—The Board of 
Governors may prescribe, by regulation, periodic public dis-
closures by nonbank financial companies supervised by the 
Board of Governors and bank holding companies described 
in subsection (a) in order to support market evaluation of 
the risk profile, capital adequacy, and risk management ca-
pabilities thereof.
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(g) RISK COMMITTEE.— 
(1) NONBANK
FINANCIAL
COMPANIES
SUPER-
VISED BY THE BOARD OF GOVERNORS.—The Board of 
Governors shall require each nonbank financial com-
pany supervised by the Board of Governors that is a 
publicly traded company to establish a risk com-
mittee, as set forth in paragraph (3), not later than 
1 year after the date of receipt of a notice of final de-
termination under section 113(d)(3) with respect to 
such nonbank financial company supervised by the 
Board of Governors. 
(2) CERTAIN BANK HOLDING COMPANIES.— 
(A) 
MANDATORY
REGULATIONS.—The 
Board of Governors shall issue regulations re-
quiring each bank holding company that is a 
publicly traded company and that has total con-
solidated assets of not less than $10,000,000,000 
to establish a risk committee, as set forth in 
paragraph (3). 
(B) 
PERMISSIVE
REGULATIONS.—The 
Board of Governors may require each bank hold-
ing company that is a publicly traded company 
and that has total consolidated assets of less than 
$10,000,000,000 to establish a risk committee, as 
set forth in paragraph (3), as determined nec-
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essary or appropriate by the Board of Governors 
to promote sound risk management practices. 
(3) RISK
COMMITTEE.—A risk committee re-
quired by this subsection shall— 
(A) be responsible for the oversight of the 
enterprise-wide risk management practices of the 
nonbank financial company supervised by the 
Board of Governors or bank holding company 
described in subsection (a), as applicable; 
(B) include such number of independent di-
rectors as the Board of Governors may determine 
appropriate, based on the nature of operations, 
size of assets, and other appropriate criteria re-
lated to the nonbank financial company super-
vised by the Board of Governors or a bank hold-
ing company described in subsection (a), as ap-
plicable; and 
(C) include at least 1 risk management ex-
pert having experience in identifying, assessing, 
and managing risk exposures of large, complex 
firms. 
(4) RULEMAKING.—The Board of Governors shall 
issue final rules to carry out this subsection, not later 
than 1 year after the transfer date, to take effect not 
later than 15 months after the transfer date.
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(h) STRESS TESTS.—The Board of Governors shall 
conduct analyses in which nonbank financial companies su-
pervised by the Board of Governors and bank holding com-
panies described in subsection (a) are subject to evaluation 
of whether the companies have the capital, on a total con-
solidated basis, necessary to absorb losses as a result of ad-
verse economic conditions. The Board of Governors may de-
velop and apply such other analytic techniques as are nec-
essary to identify, measure, and monitor risks to the finan-
cial stability of the United States. 
SEC. 166. EARLY REMEDIATION REQUIREMENTS. 
(a) IN GENERAL.—The Board of Governors, in con-
sultation with the Council and the Corporation, shall pre-
scribe regulations establishing requirements to provide for 
the early remediation of financial distress of a nonbank fi-
nancial company supervised by the Board of Governors or 
a bank holding company described in section 165(a), except 
that nothing in this subsection authorizes the provision of 
financial assistance from the Federal Government. 
(b) PURPOSE OF THE EARLY REMEDIATION REQUIRE-
MENTS.—The purpose of the early remediation require-
ments under subsection (a) shall be to establish a series of 
specific remedial actions to be taken by a nonbank financial 
company supervised by the Board of Governors or a bank 
holding company described in section 165(a) that is experi-
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encing increasing financial distress, in order to minimize 
the probability that the company will become insolvent and 
the potential harm of such insolvency to the financial sta-
bility of the United States. 
(c) REMEDIATION REQUIREMENTS.—The regulations 
prescribed by the Board of Governors under subsection (a) 
shall— 
(1) define measures of the financial condition of 
the company, including regulatory capital, liquidity 
measures, and other forward-looking indicators; and 
(2) establish requirements that increase in strin-
gency as the financial condition of the company de-
clines, including— 
(A) requirements in the initial stages of fi-
nancial decline, including limits on capital dis-
tributions, acquisitions, and asset growth; and 
(B) requirements at later stages of financial 
decline, including a capital restoration plan and 
capital-raising requirements, limits on trans-
actions with affiliates, management changes, and 
asset sales. 
SEC. 167. AFFILIATIONS. 
(a) AFFILIATIONS.—Nothing in this subtitle shall be 
construed to require a nonbank financial company super-
vised by the Board of Governors, or a company that controls
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a nonbank financial company supervised by the Board of 
Governors, to conform the activities thereof to the require-
ments of section 4 of the Bank Holding Company Act of 
1956 (12 U.S.C. 1843). 
(b) REQUIREMENT.— 
(1) IN GENERAL.—If a nonbank financial com-
pany supervised by the Board of Governors conducts 
activities other than those that are determined to be 
financial in nature or incidental thereto under sec-
tion 4(k) of the Bank Holding Company Act of 1956, 
the Board of Governors may require such company to 
establish and conduct such activities that are deter-
mined to be financial in nature or incidental thereto 
in an intermediate holding company established pur-
suant to regulation of the Board of Governors, not 
later than 90 days after the date on which the 
nonbank financial company supervised by the Board 
of Governors was notified of the determination under 
section 113(a). 
(2) INTERNAL FINANCIAL ACTIVITIES.—For pur-
poses of this subsection, activities that are determined 
to be financial in nature or incidental thereto under 
section 4(k) of the Bank Holding Company Act of 
1956, as described in paragraph (1), shall not include 
internal financial activities conducted for a nonbank
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financial company supervised by the Board of Gov-
ernors or any affiliate, including internal treasury, 
investment, and employee benefit functions. With re-
spect to any internal financial activity of such com-
pany during the year prior to the date of enactment 
of this Act, such company may continue to engage in 
such activity as long as at least 2⁄3 of the assets or 
2⁄3 of the revenues generated from the activity are 
from or attributable to such company, subject to re-
view by the Board of Governors, to determine whether 
engaging in such activity presents undue risk to such 
company or to the financial stability of the United 
States. 
(c) REGULATIONS.—The Board of Governors— 
(1) shall promulgate regulations to establish the 
criteria for determining whether to require a nonbank 
financial company supervised by the Board of Gov-
ernors to establish an intermediate holding company 
under subsection (a); and 
(2) may promulgate regulations to establish any 
restrictions or limitations on transactions between an 
intermediate holding company or a nonbank finan-
cial company supervised by the Board of Governors 
and its affiliates, as necessary to prevent unsafe and 
unsound practices in connection with transactions be-
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tween such company, or any subsidiary thereof, and 
its parent company or affiliates that are not subsidi-
aries of such company, except that such regulations 
shall not restrict or limit any transaction in connec-
tion with the bona fide acquisition or lease by an un-
affiliated person of assets, goods, or services. 
SEC. 168. REGULATIONS. 
Except as otherwise specified in this subtitle, not later 
than 18 months after the transfer date, the Board of Gov-
ernors shall issue final regulations to implement this sub-
title and the amendments made by this subtitle. 
SEC. 169. AVOIDING DUPLICATION. 
The Board of Governors shall take any action that the 
Board of Governors deems appropriate to avoid imposing 
requirements under this subtitle that are duplicative of re-
quirements applicable to bank holding companies and 
nonbank financial companies under other provisions of law. 
SEC. 170. SAFE HARBOR. 
(a) REGULATIONS.—The Board of Governors shall pro-
mulgate regulations on behalf of, and in consultation with, 
the Council setting forth the criteria for exempting certain 
types or classes of U.S. nonbank financial companies or for-
eign nonbank financial companies from supervision by the 
Board of Governors.
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(b) CONSIDERATIONS.—In developing the criteria 
under subsection (a), the Board of Governors shall take into 
account the factors for consideration described in sub-
sections (a) and (b) of section 113 in determining whether 
a U.S. nonbank financial company or foreign nonbank fi-
nancial company shall be supervised by the Board of Gov-
ernors. 
(c) RULE OF CONSTRUCTION.—Nothing in this section 
shall be construed to require supervision by the Board of 
Governors of a U.S. nonbank financial company or foreign 
nonbank financial company, if such company does not meet 
the criteria for exemption established under subsection (a). 
(d) UPDATE.—The Board of Governors shall, in con-
sultation with the Council, review the regulations promul-
gated under subsection (a), not less frequently than every 
5 years, and based upon the review, the Board of Governors 
may revise such regulations on behalf of, and in consulta-
tion with, the Council to update as necessary the criteria 
set forth in such regulations. 
(e) TRANSITION PERIOD.—No revisions under sub-
section (d) shall take effect before the end of the 2-year pe-
riod after the date of publication of such revisions in final 
form. 
(f) REPORT.—The Chairperson of the Board of Gov-
ernors and the Chairperson of the Council shall submit a
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† HR 4173 EAS 
joint report to the Committee on Banking, Housing, and 
Urban Affairs of the Senate and the Committee on Finan-
cial Services of the House of Representatives not later than 
30 days after the date of the issuance in final form of the 
regulations under subsection (a), or any subsequent revision 
to such regulations under subsection (d), as applicable. 
Such report shall include, at a minimum, the rationale for 
exemption and empirical evidence to support the criteria 
for exemption. 
SEC. 171. LEVERAGE AND RISK-BASED CAPITAL REQUIRE-
MENTS. 
(a) DEFINITIONS.— 
(1) GENERALLY APPLICABLE LEVERAGE CAPITAL 
REQUIREMENTS.—The term ‘‘generally applicable le-
verage capital requirements’’ means— 
(A) the minimum ratios of tier 1 capital to 
average total assets, as established by the appro-
priate Federal banking agencies to apply to in-
sured depository institutions under the prompt 
corrective action regulations implementing sec-
tion 38 of the Federal Deposit Insurance Act, re-
gardless of total consolidated asset size or foreign 
financial exposure; and 
(B) includes the regulatory capital compo-
nents in the numerator of that capital require-
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ment, average total assets in the denominator of 
that capital requirement, and the required ratio 
of the numerator to the denominator. 
(2) GENERALLY APPLICABLE RISK-BASED CAP-
ITAL REQUIREMENTS.—The term ‘‘generally applica-
ble risk-based capital requirements’’ means— 
(A) the risk-based capital requirements as 
established by the appropriate Federal banking 
agencies to apply to insured depository institu-
tions under the agency’s Prompt Corrective Ac-
tion regulations that implement section 38 of the 
Federal Deposit Insurance Act, regardless of 
total consolidated asset size or foreign financial 
exposure; and 
(B) includes the regulatory capital compo-
nents in the numerator of those capital require-
ments, the risk-weighted assets in the denomi-
nator of those capital requirements, and the re-
quired ratio of the numerator to the denomi-
nator. 
(b) MINIMUM CAPITAL REQUIREMENTS.— 
(1) MINIMUM
LEVERAGE
CAPITAL
REQUIRE-
MENTS.—The appropriate Federal banking agencies 
shall establish minimum leverage capital require-
ments on a consolidated basis for insured depository
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† HR 4173 EAS 
institutions, depository institution holding compa-
nies, and nonbank financial companies identified 
under section 113. The minimum leverage capital re-
quirements established under this paragraph shall not 
be less than the generally applicable leverage capital 
requirements, which shall serve as a floor for any cap-
ital requirements the agency may require, nor quan-
titatively lower than the generally applicable leverage 
capital requirements that were in effect for insured 
depository institutions as of the date of enactment of 
this Act. 
(2) MINIMUM
RISK-BASED
CAPITAL
REQUIRE-
MENTS.—The appropriate Federal banking agencies 
shall establish minimum risk-based capital require-
ments on a consolidated basis for insured depository 
institutions, depository institution holding compa-
nies, and nonbank financial companies identified 
under section 113. The minimum risk-based capital 
requirements established under this paragraph shall 
not be less than the generally applicable risk-based 
capital requirements, which shall serve as a floor for 
any capital requirements the agency may require, nor 
quantitatively lower than the generally applicable 
risk-based capital requirements that were in effect for
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ess for financial companies under the Bank-
ruptcy Code. 
(B) ISSUES
TO
BE
STUDIED.—In con-
ducting the study under subparagraph (A), the 
Administrative Office of the United States 
Courts and the Comptroller General of the 
United States each shall evaluate— 
(i) the effectiveness of chapter 7 or 
chapter 11 of the Bankruptcy Code in fa-
cilitating the orderly liquidation or reorga-
nization of financial companies; 
(ii) ways to maximize the efficiency 
and effectiveness of the Court; and 
(iii) ways to make the orderly liquida-
tion process under the Bankruptcy Code for 
financial companies more effective. 
(2) REPORTS.—Not later than 1 year after the 
date of enactment of this Act, in each successive year 
until the third year, and every fifth year after that 
date of enactment, the Administrative Office of the 
United States Courts and the Comptroller General of 
the United States shall submit to the Committee on 
Banking, Housing, and Urban Affairs and the Com-
mittee on the Judiciary of the Senate and the Com-
mittee on Financial Services and the Committee on