Insurance Fund or the National Credit Union Share 
Insurance Fund, as applicable, for such purpose. 
(d) CANCELLATION OF COMPENSATION THAT CAN-
NOT BE PAID FROM DEFERMENT FUND.—Each covered 
financial institution or subsidiary shall have in place a pol-
icy that cancels any compensation deferred under sub-
section (b) that cannot be repaid as described under sub-
section (b)(3), due to the deferment fund lacking sufficient 
funds. 
(e) TREATMENT OF DEFERRED COMPENSATION OF 
EX-EMPLOYEES.—With respect to an individual that has 
compensation deferred pursuant to subsection (b), but is 
no longer employed by the applicable covered financial in-
stitution or subsidiary, if the covered financial institution 
or subsidiary is required to pay a fine from its deferment 
fund for misconduct that occurred after the individual was 
no longer employed by the covered financial institution or 
subsidiary, the covered financial institution or subsidiary 
shall segregate the individual’s deferred compensation 
from other amounts in the deferment fund and shall not 
use such segregated amounts for any purpose other than 
repaying the individual pursuant to subsection (b)(3) or 
for the payment of another fine for misconduct that oc-
curred while the individual was still employed by the cov-
ered financial institution or subsidiary. 
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(f) RULEMAKING.—The Board of Governors of the 
Federal Reserve System, the Comptroller of the Currency, 
the Federal Deposit Insurance Corporation, the Federal 
Housing Finance Agency, the National Credit Union Ad-
ministration, and the Securities and Exchange Commis-
sion may each issue such rules as may be necessary to 
carry out this section with respect to covered financial in-
stitutions and subsidiaries subject to supervision by the 
agency. 
(g) DEFINITIONS.—In this section: 
(1) APPROPRIATE FEDERAL REGULATOR.—The 
term ‘‘appropriate Federal regulator’’ means— 
(A) the appropriate Federal banking agen-
cy, as defined under section 3 of the Federal 
Deposit Insurance Act; 
(B) the Federal Housing Finance Agency, 
in the case of the Federal National Mortgage 
Association or the Federal Home Loan Mort-
gage Corporation; 
(C) the National Credit Union Administra-
tion, in the case of a credit union described 
under paragraph (6)(C); and 
(D) the Securities and Exchange Commis-
sion, in the case of a person described under 
subparagraph (B) or (D) of paragraph 6). 
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(2) COMPENSATION.—With respect to an em-
ployee, the term ‘‘compensation’’ means any finan-
cial remuneration, including salary, bonuses, incen-
tives, benefits, severance, deferred compensation, or 
golden parachute benefits, and any profits that 
would be realized from the sale of the securities of 
the company employing the employee. 
(3) CONSOLIDATED FINANCIAL INSTITUTION.— 
With respect to a financial institution, the term 
‘‘consolidated financial institution’’ means the finan-
cial institution and all subsidiaries of the financial 
institution. 
(4) COVERED DEFERMENT PERIOD.—The term 
‘‘covered deferment period’’ means— 
(A) with respect to a covered financial in-
stitution with less than $10,000,000,000 in 
consolidated assets, a number of years, to be 
determined by the appropriate Federal regu-
lator if determined necessary by such appro-
priate Federal regulator, beginning on the date 
the compensation is deferred; 
(B) with respect to a covered financial in-
stitution with $10,000,000,000 or more, but 
less than $50,000,000, in consolidated assets, 2 
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years beginning on the date the compensation is 
deferred; 
(C) with respect to a covered financial in-
stitution with $50,000,000,000 or more, but 
less than $250,000,000, in consolidated assets, 
6 years beginning on the date the compensation 
is deferred; and 
(D) with respect to a covered financial in-
stitution with $250,000,000,000 or more in 
consolidated assets, 8 years beginning on the 
date the compensation is deferred. 
(5) COVERED
FINANCIAL
INSTITUTION.—The 
term ‘‘covered financial institution’’ means a finan-
cial institution with more than $1,000,000,000 in 
consolidated assets. 
(6) FINANCIAL
INSTITUTION.—The term ‘‘fi-
nancial institution’’ means— 
(A) a depository institution or depository 
institution holding company, as such terms are 
defined, respectively, in section 3 of the Federal 
Deposit Insurance Act (12 U.S.C. 1813); 
(B) a broker or a dealer registered under 
section 15 of the Securities Exchange Act of 
1934 (15 U.S.C. 78o); 
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(C) a credit union, as described in section 
19(b)(1)(A)(iv) of the Federal Reserve Act; 
(D) an investment adviser, as defined in 
section 202(a) of the Investment Advisers Act 
of 1940 (15 U.S.C. 80b–2(a)); 
(E) the Federal National Mortgage Asso-
ciation; and 
(F) the Federal Home Loan Mortgage 
Corporation. 
(7) SENIOR EMPLOYEE.—The term ‘‘senior em-
ployee’’ means an employee of a covered financial in-
stitution or a subsidiary of the covered financial in-
stitution who— 
(A) is a senior executive officer; 
(B) has total annual compensation of more 
than $1,000,000; 
(C) with respect to a covered financial in-
stitution with $50,000,000,000 or more, but 
less than $250,000,000— 
(i) is in the top 2 percent of the most 
highly compensated employees in the con-
solidated financial institution; or 
(ii) has the authority to commit or ex-
pose 0.5 percent or more of the capital of 
the consolidated financial institution; or 
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(D) with respect to a covered financial in-
stitution with $250,000,000,000 or more in 
consolidated assets— 
(i) is in the top 5 percent of the most 
highly compensated employees in the con-
solidated financial institution; or 
(ii) has the authority to commit or ex-
pose 0.5 percent or more of the capital of 
the consolidated financial institution. 
Æ 
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