HR 6553 — TIER Act of 2025

changes in existing law made by 
the bill, as reported, are shown as follows (existing law 
proposed to be omitted is enclosed in black brackets, new 
matter is printed in italics, and existing law in which no 
change is proposed is shown in roman):

 SECTION 11 OF THE FEDERAL RESERVE ACT 

 Sec. 11. The Board of Governors of the Federal Reserve System 
shall be authorized and empowered:
 (a)(1) To examine at its discretion the accounts, books and 
affairs of each Federal reserve bank and of each member bank 
and to require such statements and reports as it may deem 
necessary. The said board shall publish once each week a 
statement showing the condition of each Federal reserve bank 
and a consolidated statement for all Federal reserve banks. 
Such statements shall show in detail the assets and liabilities 
of the Federal reserve banks, single and combined, and shall 
furnish full information regarding the character of the money 
held as reserve and the amount, nature and maturities of the 
paper and other investments owned or held by Federal reserve 
banks.
 (2) To require any depository institution specified in this 
paragraph to make, at such intervals as the Board may 
prescribe, such reports of its liabilities and assets as the 
Board may determine to be necessary or desirable to enable the 
Board to discharge its responsibility to monitor and control 
monetary and credit aggregates. Such reports shall be made (A) 
directly to the Board in the case of member banks and in the 
case of other depository institutions whose reserve 
requirements under section 19 of this Act exceed zero, and (B) 
for all other reports to the Board through the (i) Federal 
Deposit Insurance Corporation in the case of insured State 
savings associations that are insured depository institutions 
(as defined in section 3 of the Federal Deposit Insurance Act), 
State nonmember banks, savings banks, and mutual savings banks, 
(ii) National Credit Union Administration Board in the case of 
insured credit unions, (iii) the Comptroller of the Currency in 
the case of any Federal savings association which is an insured 
depository institution (as defined in section 3 of the Federal 
Deposit Insurance Act) or which is a member as defined in 
section 2 of the Federal Home Loan Bank Act, and (iv) such 
State officer or agency as the Board may designate in the case 
of any other type of bank, savings association, or credit 
union. The Board shall endeavor to avoid the imposition of 
unnecessary burdens on reporting institutions and the 
duplication of other reporting requirements. Except as 
otherwise required by law, any data provided to any department, 
agency, or instrumentality of the United States pursuant to 
other reporting requirements shall be made available to the 
Board. The Board may classify depository institutions for the 
purposes of this paragraph and may impose different 
requirements on each such class.
 (b) To permit, or, on the affirmative vote of at least five 
members of the Board of Governors of the Federal Reserve System 
to require Federal reserve banks to rediscount the discounted 
paper of other Federal reserve banks at rates of interest to be 
fixed by the Board of Governors of the Federal Reserve System.
 (c) To suspend for a period not exceeding thirty days, and 
from time to time to renew such suspension for periods not 
exceeding fifteen days, any reserve requirements specified in 
this Act.
 (d) To supervise and regulate through the Secretary of the 
Treasury the issue and retirement of Federal reserve notes, 
except for the cancellation and destruction, and accounting 
with respect to such cancellation and destruction, of notes 
unfit for circulation, and to prescribe rules and regulations 
under which such notes may be delivered by the Secretary of the 
Treasury to the Federal reserve agents applying therefor.
 (e) To add to the number of cities classified as Reserve 
cities under existing law in which national banking 
associations are subject to the Reserve requirements set forth 
in section twenty of this Act; or to reclassify existing 
Reserve cities or to terminate their designation as such.
 (f) To suspend or remove any officer or director of any 
Federal reserve bank, the cause of such removal to be forthwith 
communicated in writing by the Board of Governors of the 
Federal Reserve System to the removed officer or director and 
to said bank.
 (g) To require the writing off of doubtful or worthless 
assets upon the books and balance sheets of Federal reserve 
banks.
 (h) To suspend, for the violation of any of the provisions of 
this Act, the operations of any Federal reserve bank, to take 
possession thereof, administer the same during the period of 
suspension, and, when deemed advisable, to liquidate or 
reorganize such bank.
 (i) To require bonds of Federal reserve agents, to make 
regulations for the safeguarding of all collateral, bonds, 
Federal reserve notes, money or property of any kind deposited 
in the hands of such agents, and said board shall perform the 
duties, functions, or services specified in this Act, and make 
all rules and regulations necessary to enable said board 
effectively to perform the same.
 (j) To exercise general supervision over said Federal reserve 
banks.
 (k) To delegate, by published order or rule and subject to 
the Administrative Procedure Act, any of its functions, other 
than those relating to rulemaking or pertaining principally to 
monetary and credit policies, to one or more administrative law 
judges, members or employees of the Board, or Federal Reserve 
banks. The assignment of responsibility for the performance of 
any function that the Board determines to delegate shall be a 
function of the Chairman. The Board shall, upon the vote of one 
member, review action taken at a delegated level within such 
time and in such manner as the Board shall by rule prescribe. 
The Board of Governors may not delegate to a Federal reserve 
bank its functions for the establishment of policies for the 
supervision and regulation of depository institution holding 
companies and other financial firms supervised by the Board of 
Governors.
 (l) To employ such attorneys, experts, assistants, clerks, or 
other employees as may be deemed necessary to conduct the 
business of the board. All salaries and fees shall be fixed in 
advance by said board and shall be paid in the same manner as 
the salaries of the members of said board. All such attorneys, 
experts, assistants, clerks, and other employees shall be 
appointed without regard to the provisions of the Act of 
January sixteenth, eighteen hundred and eighty-three (volume 
twenty-two, United States Statutes at Large, page four hundred 
and three), and amendments thereto, or any rule or regulation 
made in pursuance thereof: Provided, That nothing herein shall 
prevent the President from placing said employees in the 
classified service.
 (n) To examine, at the Board's discretion, any depository 
institution, and any affiliate of such depository institution, 
in connection with any advance to, any discount of any 
instrument for, or any request for any such advance or discount 
by, such depository institution under this Act.
 (o) Authority To Appoint Conservator or Receiver.--The Board 
may appoint the Federal Deposit Insurance Corporation as 
conservator or receiver for a State member bank under section 
11(c)(9) of the Federal Deposit Insurance Act.
 (p) Authority.--The Board may act in its own name and through 
its own attorneys in enforcing any provision of this title, 
regulations promulgated hereunder, or any other law or 
regulation, or in any action, suit, or proceeding to which the 
Board is a party and which involves the Board's regulation or 
supervision of any bank, bank holding company (as defined in 
section 2 of the Bank Holding Company Act of 1956), or other 
entity, or the administration of its operations.
 (q) Uniform Protection Authority for Federal Reserve 
Facilities.--
 (1) Notwithstanding any other provision of law, to 
 authorize personnel to act as law enforcement officers 
 to protect and safeguard the premises, grounds, 
 property, personnel, including members of the Board, of 
 the Board, or any Federal reserve bank, and operations 
 conducted by or on behalf of the Board or a reserve 
 bank.
 (2) The Board may, subject to the regulations 
 prescribed under paragraph (5), delegate authority to a 
 Federal reserve bank to authorize personnel to act as 
 law enforcement officers to protect and safeguard the 
 bank's premises, grounds, property, personnel, and 
 operations conducted by or on behalf of the bank.
 (3) Law enforcement officers designated or authorized 
 by the Board or a reserve bank under paragraph (1) or 
 (2) are authorized while on duty to carry firearms and 
 make arrests without warrants for any offense against 
 the United States committed in their presence, or for 
 any felony cognizable under the laws of the United 
 States committed or being committed within the 
 buildings and grounds of the Board or a reserve bank if 
 they have reasonable grounds to believe that the person 
 to be arrested has committed or is committing such a 
 felony. Such officers shall have access to law 
 enforcement information that may be necessary for the 
 protection of the property or personnel of the Board or 
 a reserve bank.
 (4) For purposes of this subsection, the term ``law 
 enforcement officers'' means personnel who have 
 successfully completed law enforcement training and are 
 authorized to carry firearms and make arrests pursuant 
 to this subsection.
 (5) The law enforcement authorities provided for in 
 this subsection may be exercised only pursuant to 
 regulations prescribed by the Board and approved by the 
 Attorney General.
 (r)(1) Any action that this Act provides may be taken only 
upon the affirmative vote of 5 members of the Board may be 
taken upon the unanimous vote of all members then in office if 
there are fewer than 5 members in office at the time of the 
action.
 (2)(A) Any action that the Board is otherwise authorized to 
take under section 13(3) may be taken upon the unanimous vote 
of all available members then in office, if--
 (i) at least 2 members are available and all 
 available members participate in the action;
 (ii) the available members unanimously determine 
 that--
 (I) unusual and exigent circumstances exist 
 and the borrower is unable to secure adequate 
 credit accommodations from other sources;
 (II) action on the matter is necessary to 
 prevent, correct, or mitigate serious harm to 
 the economy or the stability of the financial 
 system of the United States;
 (III) despite the use of all means available 
 (including all available telephonic, 
 telegraphic, and other electronic means), the 
 other members of the Board have not been able 
 to be contacted on the matter; and
 (IV) action on the matter is required before 
 the number of Board members otherwise required 
 to vote on the matter can be contacted through 
 any available means (including all available 
 telephonic, telegraphic, and other electronic 
 means); and
 (iii) any credit extended by a Federal reserve bank 
 pursuant to such action is payable upon demand of the 
 Board.
 (B) The available members of the Board shall document in 
writing the determinations required by subparagraph (A)(ii), 
and such written findings shall be included in the record of 
the action and in the official minutes of the Board, and copies 
of such record shall be provided as soon as practicable to the 
members of the Board who were not available to participate in 
the action and to the Chairman of the Committee on Banking, 
Housing, and Urban Affairs of the Senate and to the Chairman of 
the Committee on Financial Services of the House of 
Representatives.
 (s) Federal Reserve Transparency and Release of 
Information.--
 (1) In general.--In order to ensure the disclosure in 
 a timely manner consistent with the purposes of this 
 Act of information concerning the borrowers and 
 counterparties participating in emergency credit 
 facilities, discount window lending programs, and open 
 market operations authorized or conducted by the Board 
 or a Federal reserve bank, the Board of Governors shall 
 disclose, as provided in paragraph (2)--
 (A) the names and identifying details of each 
 borrower, participant, or counterparty in any 
 credit facility or covered transaction;
 (B) the amount borrowed by or transferred by 
 or to a specific borrower, participant, or 
 counterparty in any credit facility or covered 
 transaction;
 (C) the interest rate or discount paid by 
 each borrower, participant, or counterparty in 
 any credit facility or covered transaction; and
 (D) information identifying the types and 
 amounts of collateral pledged or assets 
 transferred in connection with participation in 
 any credit facility or covered transaction.
 (2) Mandatory release date.--In the case of--
 (A) a credit facility, the Board shall 
 disclose the information described in paragraph 
 (1) on the date that is 1 year after the 
 effective date of the termination by the Board 
 of the authorization of the credit facility; 
 and
 (B) a covered transaction, the Board shall 
 disclose the information described in paragraph 
 (1) on the last day of the eighth calendar 
 quarter following the calendar quarter in which 
 the covered transaction was conducted.
 (3) Earlier release date authorized.--The Chairman of 
 the Board may publicly release the information 
 described in paragraph (1) before the relevant date 
 specified in paragraph (2), if the Chairman determines 
 that such disclosure would be in the public interest 
 and would not harm the effectiveness of the relevant 
 credit facility or the purpose or conduct of covered 
 transactions.
 (4) Definitions.--For purposes of this subsection, 
 the following definitions shall apply:
 (A) Credit facility.--The term ``credit 
 facility'' has the same meaning as in section 
 714(f)(1)(A) of title 31, United States Code.
 (B) Covered transaction.--The term ``covered 
 transaction'' means--
 (i) any open market transaction with 
 a nongovernmental third party conducted 
 under the first undesignated paragraph 
 of section 14 or subparagraph (a), (b), 
 or (c) of the 2nd undesignated 
 paragraph of such section, after the 
 date of enactment of the Dodd-Frank 
 Wall Street Reform and Consumer 
 Protection Act; and
 (ii) any advance made under section 
 10B after the date of enactment of that 
 Act.
 (5) Termination of credit facility by operation of 
 law.--A credit facility shall be deemed to have 
 terminated as of the end of the 24-month period 
 beginning on the date on which the credit facility 
 ceases to make extensions of credit and loans, unless 
 the credit facility is otherwise terminated by the 
 Board before such date.
 (6) Consistent treatment of information.--Except as 
 provided in this subsection or section 13(3)(D), or in 
 section 714(f)(3)(C) of title 31, United States Code, 
 the information described in paragraph (1) and 
 information concerning the transactions described in 
 section 714(f) of such title, shall be confidential, 
 including for purposes of section 552(b)(3) of title 5 
 of such Code, until the relevant mandatory release date 
 described in paragraph (2), unless the Chairman of the 
 Board determines that earlier disclosure of such 
 information would be in the public interest and would 
 not harm the effectiveness of the relevant credit 
 facility or the purpose of conduct of the relevant 
 transactions.
 (7) Protection of personal privacy.--This subsection 
 and section 13(3)(C), section 714(f)(3)(C) of title 31, 
 United States Code, and subsection (a) or (c) of 
 section 1109 of the Dodd-Frank Wall Street Reform and 
 Consumer Protection Act shall not be construed as 
 requiring any disclosure of nonpublic personal 
 information (as defined for purposes of section 502 of 
 the Gramm-Leach-Bliley Act (12 U.S.C. 6802)) concerning 
 any individual who is referenced in collateral pledged 
 or assets transferred in connection with a credit 
 facility or covered transaction, unless the person is a 
 borrower, participant, or counterparty under the credit 
 facility or covered transaction.
 (8) Study of foia exemption impact.--
 (A) Study.--The Inspector General of the 
 Board of Governors of the Federal Reserve 
 System shall--
 (i) conduct a study on the impact 
 that the exemption from section 
 552(b)(3) of title 5 (known as the 
 Freedom of Information Act) established 
 under paragraph (6) has had on the 
 ability of the public to access 
 information about the administration by 
 the Board of Governors of emergency 
 credit facilities, discount window 
 lending programs, and open market 
 operations; and
 (ii) make any recommendations on 
 whether the exemption described in 
 clause (i) should remain in effect.
 (B) Report.--Not later than 30 months after 
 the date of enactment of this section, the 
 Inspector General of the Board of Governors of 
 the Federal Reserve System shall submit a 
 report on the findings of the study required 
 under subparagraph (A) to the Committee on 
 Banking, Housing, and Urban Affairs of the 
 Senate and the Committee on Financial Services 
 of the House of Representatives, and publish 
 the report on the website of the Board.
 (9) Rule of construction.--Nothing in this section is 
 meant to affect any pending litigation or lawsuit filed 
 under section 552 of title 5, United States Code 
 (popularly known as the Freedom of Information Act), on 
 or before the date of enactment of the Dodd-Frank Wall 
 Street Reform and Consumer Protection Act.
 (s) Assessments, Fees, and Other Charges for Certain 
Companies.--
 (1) In general.--The Board shall collect a total 
 amount of assessments, fees, or other charges from the 
 companies described in paragraph (2) that is equal to 
 the total expenses the Board estimates are necessary or 
 appropriate to carry out the supervisory and regulatory 
 responsibilities of the Board with respect to such 
 companies.
 (2) Companies.--The companies described in this 
 paragraph are--
 (A) all bank holding companies having total 
 consolidated assets of [$100,000,000,000] 
 $150,000,000,000 or more;
 (B) all savings and loan holding companies 
 having total consolidated assets of 
 [$100,000,000,000] $150,000,000,000 or more; 
 and
 (C) all nonbank financial companies 
 supervised by the Board under section 113 of 
 the Dodd-Frank Wall Street Reform and Consumer 
 Protection Act.
 (3) Tailoring assessments.--In collecting 
 assessments, fees, or other charges under paragraph (1) 
 from each company described in paragraph (2) with total 
 consolidated assets of [between $100,000,000,000 and 
 $250,000,000,000] between $150,000,000,000 and 
 $370,000,000,000, the Board shall adjust the amount 
 charged to reflect any changes in supervisory and 
 regulatory responsibilities resulting from the Economic 
 Growth, Regulatory Relief, and Consumer Protection Act 
 with respect to each such company.
 
 ---------- 
 
 BANK HOLDING COMPANY ACT OF 1956

 * * * * * * *
 
 interests in nonbanking organizations

 Sec. 4. (a) Except as otherwise provided in this Act, no bank 
holding company shall--
 (1) after the date of enactment of this Act acquire 
 direct or indirect ownership or control of any voting 
 shares of any company which is not a bank, or
 (2) after two years from the date as of which it 
 becomes a bank holding company, or in the case of a 
 company which has been continuously affiliated since 
 May 15, 1955, with a company which was registered under 
 the Investment Company Act of 1940, prior to May 15, 
 1955, in such a manner as to constitute an affiliated 
 company within the meaning of that Act, after December 
 31, 1978, or, in the case of any company which becomes, 
 as a result of the enactment of the Bank Holding 
 Company Act Amendments of 1970, a bank holding company 
 on the date of such enactment, after December 31, 1980, 
 retain direct or indirect ownership or control of any 
 voting shares of any company which is not a bank or 
 bank holding company or engage in any activities other 
 than (A) those of banking or of managing or controlling 
 banks and other subsidiaries authorized under this Act 
 or of furnishing services to or performing services for 
 its subsidiaries, and (B) those permitted under 
 paragraph (8) of subsection (c) of this section subject 
 to all the conditions specified in such paragraph or in 
 any order or regulation issued by the Board under such 
 paragraph: Provided, That a company covered in 1970 may 
 also engage in those activities in which directly or 
 through a subsidiary (i) it was lawfully engaged on 
 June 30, 1968 (or on a date subsequent to June 30, 1968 
 in the case of activities carried on as the result of 
 the acquisition by such company or subsidiary, pursuant 
 to a binding written contract entered into on or before 
 June 30, 1968, of another company engaged in such 
 activities at the time of the acquisition), and (ii) it 
 has been continuously engaged since June 30, 1968 (or 
 such subsequent date). The Board by order, after 
 opportunity for hearing, may terminate the authority 
 conferred by the preceding proviso on any company to 
 engage directly or through a subsidiary in any activity 
 otherwise permitted by that proviso if it determines, 
 having due regard to the purposes of this Act, that 
 such action is necessary to prevent undue concentration 
 of resources, decreased or unfair competition, 
 conflicts of interest, or unsound banking practices; 
 and in the case of any such company controlling a bank 
 having bank assets in excess of $60,000,000 on or after 
 the date of enactment of the Bank Holding Company Act 
 Amendments of 1970 the Board shall determine, within 
 two years after such date (or, if later, within two 
 years after the date on which the bank assets first 
 exceed $60,000,000), whether the authority conferred by 
 the preceding proviso with respect to such company 
 should be terminated as provided in this sentence. 
 Nothing in this paragraph shall be construed to 
 authorize any bank holding company referred to in the 
 preceding proviso, or any subsidiary thereof, to engage 
 in activities authorized by that proviso through the 
 acquisition, pursuant to a contract entered into after 
 June 30, 1968, of any interest in or the assets of a 
 going concern engaged in such activities. Any company 
 which is authorized to engage in any activity pursuant 
 to the preceding proviso or subsection (d) of this 
 section but, as a result of action of the Board, is 
 required to terminate such activity may 
 (notwithstanding any otherwise applicable time limit 
 prescribed in this paragraph) retain the ownership or 
 control of shares in any company carrying on such 
 activity for a period of ten years from the date on 
 which its authority was so terminated by the Board. 
 Notwithstanding any other provision of this paragraph, 
 if any company that became a bank holding company as a 
 result of the enactment of the Competitive Equality 
 Amendments of 1987 acquired, between March 5, 1987, and 
 the date of the enactment of such Amendments, an 
 institution that became a bank as a result of the 
 enactment of such Amendments, that company shall, upon 
 the enactment of such Amendments, immediately come into 
 compliance with the requirements of this Act.
The Board is authorized, upon application by a bank holding 
company, to extend the two-year period referred to in paragraph 
(2) above from time to time as to such bank holding company for 
not more than one year at a time, if, in its judgment, such an 
extension would not be detrimental to the public interest, but 
no such extensions shall in the aggregate exceed three years. 
Notwithstanding any other provision of this Act, the period 
ending December 31, 1980, referred to in paragraph (2) above, 
may be extended by the Board of Governors to December 31, 1984, 
but only for the divestiture by a bank holding company of real 
estate or interests in real estate lawfully acquired for 
investment or development. In making its decision whether to 
grant such extension, the Board shall consider whether the 
company has made a good faith effort to divest such interests 
and whether such extension is necessary to avert substantial 
loss to the company.
 (b) After two years from the date of enactment of this Act, 
no certificate evidencing shares of any bank holding company 
shall bear any statement purporting to represent shares of any 
other company except a bank or a bank holding company, nor 
shall the ownership, sale, or transfer of shares of any bank 
holding company be conditioned in any manner whatsoever upon 
the ownership, sale, or transfer of shares of any other company 
except a bank or a bank holding company.
 (c) The prohibitions in this section shall not apply to (i) 
any company that was on January 4, 1977, both a bank holding 
company and a labor, agricultural, or horticultural 
organization exempt from taxation under section 501 of the 
Internal Revenue Code of 1954, or to any labor, agricultural, 
or horticultural organization to which all or substantially all 
of the assets of such company are hereafter transferred, or 
(ii) a company covered in 1970 more than 85 per centum of the 
voting stock of which was collectively owned on June 30, 1968, 
and continuously thereafter, directly or indirectly, by or for 
members of the same family, or their spouses, who are lineal 
descendants of common ancestors; and such prohibitions shall 
not, with respect to any other bank holding company, apply to--
 (1) shares of any company engaged or to be engaged 
 solely in one or more of the following activities: (A) 
 holding or operating properties used wholly or 
 substantially by any banking subsidiary of such bank 
 holding company in the operations of such banking 
 subsidiary or acquired for such future use; or (B) 
 conducting a safe deposit business; or (C) furnishing 
 services to or performing services for such bank 
 holding company or its banking subsidiaries; or (D) 
 liquidating assets acquired from such bank holding 
 company or its banking subsidiaries or acquired from 
 any other source prior to May 9, 1956, or the date on 
 which such company became a bank holding company, 
 whichever is later;
 (2) shares acquired by a bank holding company or any 
 of its subsidiaries in satisfaction of a debt 
 previously contracted in good faith, but such shares 
 shall be disposed of within a period of two years from 
 the date on which they were acquired, except that the 
 Board is authorized upon application by such bank 
 holding company to extend such period of two years from 
 time to time as to such holding company if, in its 
 judgment, such an extension would not be detrimental to 
 the public interest, and, in the case of a bank holding 
 company which has not disposed of such shares within 5 
 years after the date on which such shares were 
 acquired, the Board may, upon the application of such 
 company, grant additional exemptions if, in the 
 judgment of the Board, such extension would not be 
 detrimental to the public interest and, either the bank 
 holding company has made a good faith attempt to 
 dispose of such shares during such 5-year period, or 
 the disposal of such shares during such 5-year period 
 would have been detrimental to the company, except that 
 the aggregate duration of such extensions shall not 
 extend beyond 10 years after the date on which such 
 shares were acquired;
 (3) shares acquired by such bank holding company from 
 any of its subsidiaries which subsidiary has been 
 requested to dispose of such shares by any Federal or 
 State authority having statutory power to examine such 
 subsidiary, but such bank holding company shall dispose 
 of such shares within a period of two years from the 
 date on which they were acquired;
 (4) shares held or acquired by a bank in good faith 
 in a fiduciary capacity, except where such shares are 
 held under a trust that constitutes a company as 
 defined in section 2(b) and except as provided in 
 paragraphs (2) and (3) of section 2(g);
 (5) shares which are of the kinds and amounts 
 eligible for investment by national banking 
 associations under the provisions of section 5136 of 
 the Revised Statutes;
 (6) shares of any company which do not include more 
 than 5 per centum of the outstanding voting shares of 
 such company;
 (7) shares of an investment company which is not a 
 bank holding company and which is not engaged in any 
 business other than investing in securities, which 
 securities do not include more than 5 per centum of the 
 outstanding voting shares of any company;
 (8) shares of any company the activities of which had 
 been determined by the Board by regulation or order 
 under this paragraph as of the day before the date of 
 the enactment of the Gramm-Leach-Bliley Act, to be so 
 closely related to banking as to be a proper incident 
 thereto (subject to such terms and conditions contained 
 in such regulation or order, unless modified by the 
 Board);
 (9) shares held or activities conducted by any 
 company organized under the laws of a foreign country 
 the greater part of whose business is conducted outside 
 the United States, if the Board by regulation or order 
 determines that, under the circumstances and subject to 
 the conditions set forth in the regulation or order, 
 the exemption would not be substantially at variance 
 with the purposes of this Act and would be in the 
 public interest;
 (10) shares lawfully acquired and owned prior to May 
 9, 1956, by a bank which is a bank holding company, or 
 by any of its wholly owned subsidiaries;
 (11) shares owned directly or indirectly by a company 
 covered in 1970 in a company which does not engage in 
 any activities other than those in which the bank 
 holding company, or its subsidiaries, may engage by 
 virtue of this section, but nothing in this paragraph 
 authorizes any bank holding company, or subsidiary 
 thereof, to acquire any interest in or the assets of 
 any going concern (except pursuant to a binding written 
 contract entered into before June 30, 1968, or pursuant 
 to another provision of this Act) other than one which 
 was a subsidiary on June 30, 1968;
 (12) shares retained or acquired, or activities 
 engaged in, by any company which becomes, as a result 
 of the enactment of the Bank Holding Company Act 
 Amendments of 1970, a bank holding company on the date 
 of such enactment, or by any subsidiary thereof, if 
 such company--
 (A) within the applicable time limits 
 prescribed in subsection (a)(2) of this section 
 (i) ceases to be a bank holding company, or 
 (ii) ceases to retain direct or indirect 
 ownership or control of those shares and to 
 engage in those activities not authorized under 
 this section; and
 (B) complies with such other conditions as 
 the Board may by regulation or order prescribe;
 (13) shares of, or activities conducted by, any 
 company which does no business in the United States 
 except as an incident to its international or foreign 
 business, if the Board by regulation or order 
 determines that, under the circumstances and subject to 
 the conditions set forth in the regulation or order, 
 the exemption would not be substantially at variance 
 with the purposes of this Act and would be in the 
 public interest; or
 (14) shares of any company which is an export trading 
 company whose acquisition (including each acquisition 
 of shares) or formation by a bank holding company has 
 not been disapproved by the Board pursuant to this 
 paragraph, except that such investments, whether direct 
 or indirect, in such shares shall not exceed 5 per 
 centum of the bank holding company's consolidated 
 capital and surplus.
 (A)(i) No bank holding company shall invest 
 in an export trading company under this 
 paragraph unless the Board has been given sixty 
 days' prior written notice of such proposed 
 investment and within such period has not 
 issued a notice disapproving the proposed 
 investment or extending for up to another 
 thirty days the period during which such 
 disapproval may be issued.
 (ii) The period for disapproval may be 
 extended for such additional thirty-day period 
 only if the Board determines that a bank 
 holding company proposing to invest in an 
 export trading company has not furnished all 
 the information required to be submitted or 
 that in the Board's judgment any material 
 information submitted is substantially 
 inaccurate.
 (iii) The notice required to be filed by a 
 bank holding company shall contain such 
 relevant information as the Board shall require 
 by regulation or by specific request in 
 connection with any particular notice.
 (iv) The Board may disapprove any proposed 
 investment only if--
 (I) such disapproval is necessary to 
 prevent unsafe or unsound banking 
 practices, undue concentration of 
 resources, decreased or unfair 
 competition, or conflicts of interest;
 (II) the Board finds that such 
 investment would affect the financial 
 or managerial resources of a bank 
 holding company to an extent which is 
 likely to have a materially adverse 
 effect on the safety and soundness of 
 any subsidiary bank of such bank 
 holding company, or
 (III) the bank holding company fails 
 to furnish the information required 
 under clause (iii).
 (v) Leverage.--The Board may not disapprove 
 any proposed investment solely on the basis of 
 the anticipated or proposed asset-to-equity 
 ratio of the export trading company with 
 respect to which such investment is proposed, 
 unless the anticipated or proposed annual 
 average asset-to-equity ratio is greater than 
 20-to-1.
 (vi) Within three days after a decision to 
 disapprove an investment, the Board shall 
 notify the bank holding company in writing of 
 the disapproval and shall provide a written 
 statement of the basis for the disapproval.
 (vii) A proposed investment may be made prior 
 to the expiration of the disapproval period if 
 the Board issues written notice of its intent 
 not to disapprove the investment.
 (B)(i) The total amount of extensions of 
 credit by a bank holding company which invests 
 in an export trading company, when combined 
 with all such extensions of credit by all the 
 subsidiaries of such bank holding company, to 
 an export trading company shall not exceed at 
 any one time 10 per centum of the bank holding 
 company's consolidated capital and surplus. For 
 purposes of the preceding sentence, an 
 extension of credit shall not be deemed to 
 include any amount invested by a bank holding 
 company in the shares of an export trading 
 company.
 (ii) No provision of any other Federal law in 
 effect on October 1, 1982, relating 
 specifically to collateral requirements shall 
 apply with respect to any such extension of 
 credit.
 (iii) No bank holding company or subsidiary 
 of such company which invests in an export 
 trading company may extend credit to such 
 export trading company or to customers of such 
 export trading company on terms more favorable 
 than those afforded similar borrowers in 
 similar circumstances, and such extension of 
 credit shall not involve more than the normal 
 risk of repayment or present other unfavorable 
 features.
 (C) For purposes of this paragraph, an export 
 trading company--
 (i) may engage in or hold shares of a 
 company engaged in the business of 
 underwriting, selling, or distributing 
 securities in the United States only to 
 the extent that any bank holding 
 company which invests in such export 
 trading company may do so under 
 applicable Federal and State banking 
 laws and regulations; and
 (ii) may not engage in agricultural 
 production activities or in 
 manufacturing, except for such 
 incidental product modification 
 including repackaging, reassembling or 
 extracting byproducts, as is necessary 
 to enable United States goods or 
 services to conform with requirements 
 of a foreign country and to facilitate 
 their sale in foreign countries.
 (D) A bank holding company which invests in 
 an export trading company may be required, by 
 the Board, to terminate its investment or may 
 be made subject to such limitations or 
 conditions as may be imposed by the Board, if 
 the Board determines that the export trading 
 company has taken positions in commodities or 
 commodity contracts, in securities, or in 
 foreign exchange, other than as may be 
 necessary in the course of the export trading 
 company's business operations.
 (E) Notwithstanding any other provision of 
 law, an Edge Act corporation, organized under 
 section 25(a) of the Federal Reserve Act (12 
 U.S.C. 611-631), which is a subsidiary of a 
 bank holding company, or an agreement 
 corporation, operating subject to section 25 of 
 the Federal Reserve Act (12 U.S.C. 601-604(a)), 
 which is a subsidiary of a bank holding 
 company, may invest directly and indirectly in 
 the aggregate up to 5 per centum of its 
 consolidated capital and surplus (25 per centum 
 in the case of a corporation not engaged in 
 banking) in the voting stock of other evidences 
 of ownership in one or more export trading 
 companies.
 (F) For purposes of this paragraph--
 (i) the term ``export trading 
 company'' means a company which does 
 business under the laws of the United 
 States or any State, which is 
 exclusively engaged in activities 
 related to international trade, and 
 which is organized and operated 
 principally for purposes of exporting 
 goods or services produced in the 
 United States or for purposes of 
 facilitating the exportation of goods 
 or services produced in the United 
 States by unaffiliated persons by 
 providing one or more export trade 
 services.
 (ii) the term ``export trade 
 services'' includes, but is not limited 
 to, consulting, international market 
 research, advertising, marketing, 
 insurance (other than acting as 
 principal, agent or broker in the sale 
 of insurance on risks resident or 
 located, or activities performed, in 
 the United States, except for insurance 
 covering the transportation of cargo 
 from any point of origin in the United 
 States to a point of final destination 
 outside the United States), product 
 research and design, legal assistance, 
 transportation, including trade 
 documentation and freight forwarding, 
 communication and processing of foreign 
 orders to and for exporters and foreign 
 purchasers, warehousing, foreign 
 exchange, financing, and taking title 
 to goods, when provided in order to 
 facilitate the export of goods or 
 services produced in the United States;
 (iii) the term ``bank holding 
 company'' shall include a bank which 
 (I) is organized solely to do business 
 with other banks and their officers, 
 directors, or employees; (II) is owned 
 primarily by the banks with which it 
 does business; and (III) does not do 
 business with the general public. No 
 such other bank, owning stock in a bank 
 described in this clause that invests 
 in an export trading company, shall 
 extend credit to an export trading 
 company in an amount exceeding at any 
 one time 10 per centum of such other 
 bank's capital and surplus; and
 (iv) the term ``extension of credit'' 
 shall have the same meaning given such 
 term in the fourth paragraph of section 
 23A of the Federal Reserve Act.
 (G) Determination of status as export trading 
 company.--
 (i) Time period requirements.--For 
 purposes of determining whether an 
 export trading company is operated 
 principally for the purposes described 
 in subparagraph (F)(i)--
 (I) the operations of such 
 company during the 2-year 
 period beginning on the date 
 such company commences 
 operations shall not be taken 
 into account in making any such 
 determination; and
 (II) not less than 4 
 consecutive years of operations 
 of such company (not including 
 any portion of the period 
 referred to in subclause (I)) 
 shall be taken into account in 
 making any such determination.
 (ii) Export revenue requirements.--A 
 company shall not be treated as 
 operated principally for the purposes 
 described in subparagraph (F)(i) 
 unless--
 (I) the revenues of such 
 company from the export, or 
 facilitating the export, of 
 goods or services produced in 
 the United States exceed the 
 revenues of such company from 
 the import, or facilitating the 
 import, into the United States 
 of goods or services produced 
 outside the United States; and
 (II) at least \1/3\ of such 
 company's total revenues are 
 revenues from the export, or 
 facilitating the export, of 
 goods or services produced in 
 the United States by persons 
 not affiliated with such 
 company.
 (H) Inventory.--
 (i) No general limitation.--The Board 
 may not prescribe by regulation any 
 maximum dollar amount limitation on the 
 value of goods which an export trading 
 company may maintain in inventory at 
 any time.
 (ii) Specific limitation by order.--
 Notwithstanding clause (i), the Board 
 may issue an order establishing a 
 maximum dollar amount limitation on the 
 value of goods which a particular 
 export trading company may maintain in 
 inventory at any time (after such 
 company has been operating for a 
 reasonable period of time) if the Board 
 finds that, under the facts and 
 circumstances, such limitation is 
 necessary to prevent risks that would 
 affect the financial or managerial 
 resources of an investor bank holding 
 company to an extent which would be 
 likely to have a materially adverse 
 effect on the safety and soundness of 
 any subsidiary bank of such bank 
 holding company.
The Board shall include in its annual report to the Congress a 
description and a statement of the reasons for approval of each 
activity approved by it by order or regulation under such 
paragraph during the period covered by the report.
 (d) To the extent that such action would not be substantially 
at variance with the purposes of this Act and subject to such 
conditions as it considers necessary to protect the public 
interest, the Board by order, after opportunity for hearing, 
may grant exemptions from the provisions of this section to any 
bank holding company which controlled one bank prior to July 1, 
1968, and has not thereafter acquired the control of any other 
bank in order (1) to avoid disrupting business relationships 
that have existed over a long period of years without adversely 
affecting the banks or communities involved, or (2) to avoid 
forced sales of small locally owned banks to purchasers not 
similarly representative of community interests, or (3) to 
allow retention of banks that are so small in relation to the 
holding company's total interests and so small in relation to 
the banking market to be served as to minimize the likelihood 
that the bank's powers to grant or deny credit may be 
influenced by a desire to further the holding company's other 
interests.
 (e) With respect to shares which were not subject to the 
prohibitions of this section as originally enacted by reason of 
any exemption with respect thereto but which were made subject 
to such prohibitions by the subsequent repeal of such 
exemption, no bank holding company shall retain direct or 
indirect ownership or control of such shares after five years 
from the date of the repeal of such exemption, except as 
provided in paragraph (2) of subsection (a). Any bank holding 
company subject to such five-year limitation on the retention 
of nonbanking assets shall endeavor to divest itself of such 
shares promptly and such bank holding company shall report its 
progress in such divestiture to the Board two years after 
repeal of the exemption applicable to it and annually 
thereafter.
 (f) Certain Companies Not Treated as Bank Holding 
Companies.--
 (1) In general.--Except as provided in paragraph (9), 
 any company which--
 (A) on March 5, 1987, controlled an 
 institution which became a bank as a result of 
 the enactment of the Competitive Equality 
 Amendments of 1987; and
 (B) was not a bank holding company on the day 
 before the date of the enactment of the 
 Competitive Equality Amendments of 1987,
 shall not be treated as a bank holding company for 
 purposes of this Act solely by virtue of such company's 
 control of such institution.
 (2) Loss of exemption.--Subject to paragraph (3), a 
 company described in paragraph (1) shall no longer 
 qualify for the exemption provided under that paragraph 
 if--
 (A) such company directly or indirectly--
 (i) acquires control of an additional 
 bank or an insured institution (other 
 than an insured institution described 
 in paragraph (10) or (12) of this 
 subsection) after March 5, 1987; or
 (ii) acquires control of more than 5 
 percent of the shares or assets of an 
 additional bank or a savings 
 association other than--
 (I) shares held as a bona 
 fide fiduciary (whether with or 
 without the sole discretion to 
 vote such shares);
 (II) shares held by any 
 person as a bona fide fiduciary 
 solely for the benefit of 
 employees of either the company 
 described in paragraph (1) or 
 any subsidiary of that company 
 and the beneficiaries of those 
 employees;
 (III) shares held temporarily 
 pursuant to an underwriting 
 commitment in the normal course 
 of an underwriting business;
 (IV) shares held in an 
 account solely for trading 
 purposes;
 (V) shares over which no 
 control is held other than 
 control of voting rights 
 acquired in the normal course 
 of a proxy solicitation;
 (VI) loans or other accounts 
 receivable acquired in the 
 normal course of business;
 (VII) shares or assets 
 acquired in securing or 
 collecting a debt previously 
 contracted in good faith, 
 during the 2-year period 
 beginning on the date of such 
 acquisition or for such 
 additional time (not exceeding 
 3 years) as the Board may 
 permit if the Board determines 
 that such an extension will not 
 be detrimental to the public 
 interest;
 (VIII) shares or assets of a 
 savings association described 
 in paragraph (10) or (12) of 
 this subsection;
 (IX) shares of a savings 
 association held by any 
 insurance company, as defined 
 in section 2(a)(17) of the 
 Investment Company Act of 1940, 
 except as provided in paragraph 
 (11);
 (X) shares issued in a 
 qualified stock issuance under 
 section 10(q) of the Home 
 Owners' Loan Act; and
 (XI) assets that are derived 
 from, or incidental to, 
 activities in which 
 institutions described in 
 subparagraph (F) or (H) of 
 section 2(c)(2) are permitted 
 to engage;
except that the aggregate amount of shares held under this 
clause (other than under subclauses (I), (II), (III), (IV), 
(V), and (VIII)) may not exceed 15 percent of all outstanding 
shares or of the voting power of a savings association;
 
 (B) any bank subsidiary of such company--
 (i) accepts demand deposits or 
 deposits that the depositor may 
 withdraw by check or similar means for 
 payment to third parties; and
 (ii) engages in the business of 
 making commercial loans (except that, 
 for purposes of this clause, loans made 
 in the ordinary course of a credit card 
 operation shall not be treated as 
 commercial loans); or
 (C) after the date of the enactment of the 
 Competitive Equality Amendments of 1987, any 
 bank subsidiary of such company permits any 
 overdraft (including any intraday overdraft), 
 or incurs any such overdraft in the account of 
 the bank at a Federal reserve bank, on behalf 
 of an affiliate, other than an overdraft 
 described in paragraph (3).
 (3) Permissible overdrafts described.--For purposes 
 of paragraph (2)(C), an overdraft is described in this 
 paragraph if--
 (A) such overdraft results from an 
 inadvertent computer or accounting error that 
 is beyond the control of both the bank and the 
 affiliate;
 (B) such overdraft--
 (i) is permitted or incurred on 
 behalf of an affiliate that is 
 monitored by, reports to, and is 
 recognized as a primary dealer by the 
 Federal Reserve Bank of New York; and
 (ii) is fully secured, as required by 
 the Board, by bonds, notes, or other 
 obligations that are direct obligations 
 of the United States or on which the 
 principal and interest are fully 
 guaranteed by the United States or by 
 securities and obligations eligible for 
 settlement on the Federal Reserve book 
 entry system; or
 (C) such overdraft--
 (i) is permitted or incurred by, or 
 on behalf of, an affiliate in 
 connection with an activity that is 
 financial in nature or incidental to a 
 financial activity; and
 (ii) does not cause the bank to 
 violate any provision of section 23A or 
 23B of the Federal Reserve Act, either 
 directly, in the case of a bank that is 
 a member of the Federal Reserve System, 
 or by virtue of section 18(j) of the 
 Federal Deposit Insurance Act, in the 
 case of a bank that is not a member of 
 the Federal Reserve System.
 (4) Divestiture in case of loss of exemption.--If any 
 company described in paragraph (1) fails to qualify for 
 the exemption provided under paragraph (1) by operation 
 of paragraph (2), such exemption shall cease to apply 
 to such company and such company shall divest control 
 of each bank it controls before the end of the 180-day 
 period beginning on the date on which the company 
 receives notice from the Board that the company has 
 failed to continue to qualify for such exemption, 
 unless, before the end of such 180-day period, the 
 company has--
 (A) either--
 (i) corrected the condition or ceased 
 the activity that caused the company to 
 fail to continue to qualify for the 
 exemption; or
 (ii) submitted a plan to the Board 
 for approval to cease the activity or 
 correct the condition in a timely 
 manner (which shall not exceed 1 year); 
 and
 (B) implemented procedures that are 
 reasonably adapted to avoid the reoccurrence of 
 such condition or activity.
 (5) Subsection ceases to apply under certain 
 circumstances.--This subsection shall cease to apply to 
 any company described in paragraph (1) if such 
 company--
 (A) registers as a bank holding company under 
 section 5(a) of this Act;
 (B) immediately upon such registration, 
 complies with all of the requirements of this 
 Act, and regulations prescribed by the Board 
 pursuant to this Act, including the nonbanking 
 restrictions of this section; and
 (C) does not, at the time of such 
 registration, control banks in more than one 
 State, the acquisition of which would be 
 prohibited by section 3(d) of this Act if an 
 application for such acquisition by such 
 company were filed under section 3(a) of this 
 Act.
 (6) Information requirement.--Each company described 
 in paragraph (1) shall, within 60 days after the date 
 of enactment of the Competitive Equality Amendments of 
 1987, provide the Board with the name and address of 
 such company, the name and address of each bank such 
 company controls, and a description of each such bank's 
 activities.
 (7) Examination.--The Board may, from time to time, 
 examine a company described in paragraph (1), or a bank 
 controlled by such company, or require reports under 
 oath from appropriate officers or directors of such 
 company or bank solely for purposes of assuring 
 compliance with the provisions of this subsection and 
 enforcing such compliance.
 (8) Enforcement.--
 (A) In general.--In addition to any other 
 power of the Board, the Board may enforce 
 compliance with the provisions of this Act 
 which are applicable to any company described 
 in paragraph (1), and any bank controlled by 
 such company, under section 8 of the Federal 
 Deposit Insurance Act and such company or bank 
 shall be subject to such section (for such 
 purposes) in the same manner and to the same 
 extent as if such company or bank were a State 
 member insured bank.
 (B) Application of other act.--Any violation 
 of this Act by any company described in 
 paragraph (1), and any bank controlled by such 
 company, may also be treated as a violation of 
 the Federal Deposit Insurance Act for purposes 
 of subparagraph (A).
 (C) No effect on other authority.--No 
 provision of this paragraph shall be construed 
 as limiting any authority of the Comptroller of 
 the Currency or the Federal Deposit Insurance 
 Corporation.
 (9) Tying provisions.--A company described in 
 paragraph (1) shall be--
 (A) treated as a bank holding company for 
 purposes of section 106 of the Bank Holding 
 Company Act Amendments of 1970 and section 
 22(h) of the Federal Reserve Act and any 
 regulation prescribed under any such section; 
 and
 (B) subject to the restrictions of section 
 106 of the Bank Holding Company Act Amendments 
 of 1970, in connection with any transaction 
 involving the products or services of such 
 company or affiliate and those of a bank 
 affiliate, as if such company or affiliate were 
 a bank and such bank were a subsidiary of a 
 bank holding company.
 (10) Exemption unaffected by certain emergency 
 acquisitions.--For purposes of clauses (i) and 
 (ii)(VIII) of paragraph (2)(A), an insured institution 
 is described in this paragraph if--
 (A) the insured institution was acquired (or 
 any shares or assets of such institution were 
 acquired) by a company described in paragraph 
 (1) in an acquisition under section 408(m) of 
 the National Housing Act or section 13(k) of 
 the Federal Deposit Insurance Act; and
 (B) either--
 (i) the insured institution is 
 located in a State in which such 
 company controlled a bank on March 5, 
 1987; or
 (ii) the insured institution has 
 total assets of $500,000,000 or more at 
 the time of such acquisition.
 (11) Shares held by insurance affiliates.--Shares 
 described in clause (ii)(IX) of paragraph (2)(A) shall 
 not be excluded for purposes of clause (ii) of such 
 paragraph if--
 (A) all shares held under such clause 
 (ii)(IX) by all insurance company affiliates of 
 such savings association in the aggregate 
 exceed 5 percent of all outstanding shares or 
 of the voting power of the savings association; 
 or
 (B) such shares are acquired or retained with 
 a view to acquiring, exercising, or 
 transferring control of the savings 
 association.
 (12) Exemption unaffected by certain other 
 acquisitions.--For purposes of clauses (i) and 
 (ii)(VIII) of paragraph (2)(A), an insured institution 
 is described in this paragraph if the insured 
 institution was acquired (or any shares or assets of 
 such institution were acquired) by a company described 
 in paragraph (1)--
 (A) from the Resolution Trust Corporation, 
 the Federal Deposit Insurance Corporation, or 
 the Director of the Office of Thrift 
 Supervision, in any capacity; or
 (B) in an acquisition in which the insured 
 institution has been found to be in danger of 
 default (as defined in section 3 of the Federal 
 Deposit Insurance Act) by the appropriate 
 Federal or State authority.
 (13) Special rule relating to shares acquired in a 
 qualified stock issuance.--A company described in 
 paragraph (1) that holds shares issued in a qualified 
 stock issuance pursuant to section 10(q) of the Home 
 Owners' Loan Act by any savings association or savings 
 and loan holding company (neither of which is a 
 subsidiary) shall not be deemed to control such savings 
 association or savings and loan holding company solely 
 because such company holds such shares unless--
 (A) the company fails to comply with any 
 requirement or condition imposed by paragraph 
 (2)(A)(ii)(X) or section 10(q) of the Home 
 Owners' Loan Act with respect to such shares; 
 or
 (B) the shares are acquired or retained with 
 a view to acquiring, exercising, or 
 transferring control of the savings association 
 or savings and loan holding company.
 (14) Foreign bank subsidiaries of limited purpose 
 credit card banks.--
 (A) In general.--An institution described in 
 section 2(c)(2)(F) may control a foreign bank 
 if--
 (i) the investment of the institution 
 in the foreign bank meets the 
 requirements of section 25 or 25A of 
 the Federal Reserve Act and the foreign 
 bank qualifies under such sections;
 (ii) the foreign bank does not offer 
 any products or services in the United 
 States; and
 (iii) the activities of the foreign 
 bank are permissible under otherwise 
 applicable law.
 (B) Other limitations inapplicable.--The 
 limitations contained in any clause of section 
 2(c)(2)(F) shall not apply to a foreign bank 
 described in subparagraph (A) that is 
 controlled by an institution described in such 
 section.
 (g) Limitations on Certain Banks.--
 (1) In general.--Notwithstanding any other provision 
 of this section (other than the last sentence of 
 subsection (a)(2)), a bank holding company which 
 controls an institution that became a bank as a result 
 of the enactment of the Competitive Equality Amendments 
 of 1987 may retain control of such institution if such 
 institution does not--
 (A) engage in any activity after the date of 
 the enactment of such Amendments which would 
 have caused such institution to be a bank (as 
 defined in section 2(c), as in effect before 
 such date) if such activities had been engaged 
 in before such date; or
 (B) increase the number of locations from 
 which such institution conducts business after 
 March 5, 1987.
 (2) Limitations cease to apply under certain 
 circumstances.--The limitations contained in paragraph 
 (1) shall cease to apply to a bank described in such 
 paragraph at such time as the acquisition of such bank, 
 by the bank holding company referred to in such 
 paragraph, would not be prohibited under section 3(d) 
 of this Act if--
 (A) an application for such acquisition were 
 filed under section 3(a) of this Act; and
 (B) such bank were treated as an additional 
 bank (under section 3(d)).
 (h) Tying Provisions.--
 (1) Applicable to certain exempt institutions and 
 parent companies.--An institution described in 
 subparagraph (D), (F), (G), or (H) of section 2(c)(2) 
 shall be treated as a bank, and a company that controls 
 such an institution shall be treated as a bank holding 
 company, for purposes of section 106 of the Bank 
 Holding Company Act Amendments of 1970 and section 
 22(h) of the Federal Reserve Act and any regulation 
 prescribed under any such section.
 (2) Applicable with respect to certain 
 transactions.--A company that controls an institution 
 described in subparagraph (D), (F), (G), or (H) of 
 section 2(c)(2) and any of such company's other 
 affiliates, shall be subject to the tying restrictions 
 of section 106 of the Bank Holding Company Act 
 Amendments of 1970 in connection with any transaction 
 involving the products or services of such company or 
 affiliate and those of such institution, as if such 
 company or affiliate were a bank and such institution 
 were a subsidiary of a bank holding company.
 (i) Acquisition of Savings Associations.--
 (1) In general.--The Board may approve an application 
 by any bank holding company under subsection (c)(8) to 
 acquire any savings association in accordance with the 
 requirements and limitations of this section.
 (2) Prohibition on tandem restrictions.--In approving 
 an application by a bank holding company to acquire a 
 savings association, the Board shall not impose any 
 restriction on transactions between the savings 
 association and its holding company affiliates, except 
 as required under sections 23A and 23B of the Federal 
 Reserve Act or any other applicable law.
 (3) Acquisition of insolvent savings associations.--
 (A) In general.--Notwithstanding any other 
 provision of this Act, any qualified savings 
 association which became a federally chartered 
 stock company in December of 1986 and which is 
 acquired by any bank holding company without 
 Federal financial assistance after June 1, 
 1991, and before March 1, 1992, and any 
 subsidiary of any such association, may after 
 such acquisition continue to engage within the 
 home State of the qualified savings association 
 in insurance agency activities in which any 
 Federal savings association (or any subsidiary 
 thereof) may engage in accordance with the Home 
 Owners' Loan Act and regulations pursuant to 
 such Act if the qualified savings association 
 or subsidiary thereof was continuously engaged 
 in such activity from June 1, 1991, to the date 
 of the acquisition.
 (B) Definition of qualified savings 
 association.--For purposes of this paragraph, 
 the term ``qualified savings association'' 
 means any savings association that--
 (i) was chartered or organized as a 
 savings association before June 1, 
 1991;
 (ii) had, immediately before the 
 acquisition of such association by the 
 bank holding company referred to in 
 subparagraph (A), negative tangible 
 capital and total insured deposits in 
 excess of $3,000,000,000; and
 (iii) will meet all applicable 
 regulatory capital requirements as a 
 result of such acquisition.
 (4) Solicitation of views.--
 (A) Notice.--Upon receiving any application 
 or notice by a bank holding company to acquire, 
 directly or indirectly, a savings association 
 under subsection (c)(8), the Board shall 
 solicit comments and recommendations from--
 (i) the Comptroller of the Currency, 
 with respect to the acquisition of a 
 Federal savings association; and
 (ii) the Federal Deposit Insurance 
 Corporation, with respect to the 
 acquisition of a State savings 
 association.
 (B) Comment period.--The comments and 
 recommendations of the Comptroller of the 
 Currency or the Federal Deposit Insurance 
 Corporation, as applicable, under subparagraph 
 (A) with respect to any acquisition subject to 
 such subparagraph shall be transmitted to the 
 Board not later than 30 days after the receipt 
 by the Comptroller of the Currency or the 
 Federal Deposit Insurance Corporation, as 
 applicable, of the notice relating to such 
 acquisition (or such shorter period as the 
 Board may specify if the Board advises the 
 Comptroller of the Currency or the Federal 
 Deposit Insurance Corporation, as applicable, 
 that an emergency exists that requires 
 expeditious action).
 (5) Examination.--
 (A) Scope.--The Board shall consult with the 
 Comptroller of the Currency or the Federal 
 Deposit Insurance Corporation, as appropriate, 
 in establishing the scope of an examination by 
 the Board of a bank holding company that 
 directly or indirectly controls a savings 
 association.
 (B) Access to inspection reports.--Upon the 
 request of the Comptroller of the Currency or 
 the Federal Deposit Insurance Corporation, the 
 Board shall furnish the Comptroller of the 
 Currency or the Federal Deposit Insurance 
 Corporation, as applicable, with a copy of any 
 inspection report, additional examination 
 materials, or supervisory information relating 
 to any bank holding company that directly or 
 indirectly controls a savings association.
 (6) Coordination of enforcement efforts.--The Board 
 and the Comptroller of the Currency or the Federal 
 Deposit Insurance Corporation, as applicable, shall 
 cooperate in any enforcement action against any bank 
 holding company that controls a savings association, if 
 the relevant conduct involves such association.
 (8) Interstate acquisitions.--
 (A) In general.--The Board may not approve an 
 application by a bank holding company to 
 acquire an insured depository institution under 
 subsection (c)(8) or any other provision of 
 this Act if--
 (i) the home State of such insured 
 depository institution is a State other 
 than the home State of the bank holding 
 company; and
 (ii) the applicant (including all 
 insured depository institutions which 
 are affiliates of the applicant) 
 controls, or upon consummation of the 
 transaction would control, more than 10 
 percent of the total amount of deposits 
 of insured depository institutions in 
 the United States.
 (B) Exception.--Subparagraph (A) shall not 
 apply to an acquisition that involves an 
 insured depository institution in default or in 
 danger of default, or with respect to which the 
 Federal Deposit Insurance Corporation provides 
 assistance under section 13 of the Federal 
 Deposit Insurance Act (12 U.S.C. 1823).
 (j) Notice Procedures for Nonbanking Activities.--
 (1) General notice procedure.--
 (A) Notice requirement.--Except as provided 
 in paragraph (3), no bank holding company may 
 engage in any nonbanking activity or acquire or 
 retain ownership or control of the shares of a 
 company engaged in activities based on 
 subsection (c)(8) or (a)(2) or in any 
 complementary activity under subsection 
 (k)(1)(B) without providing the Board with 
 written notice of the proposed transaction or 
 activity at least 60 days before the 
 transaction or activity is proposed to occur or 
 commence.
 (B) Contents of notice.--The notice submitted 
 to the Board shall contain such information as 
 the Board shall prescribe by regulation or by 
 specific request in connection with a 
 particular notice.
 (C) Procedure for agency action.--
 (i) Notice of disapproval.--Any 
 notice filed under this subsection 
 shall be deemed to be approved by the 
 Board unless, before the end of the 60-
 day period beginning on the date the 
 Board receives a complete notice under 
 subparagraph (A), the Board issues an 
 order disapproving the transaction or 
 activity and setting forth the reasons 
 for disapproval.
 (ii) Extension of period.--The Board 
 may extend the 60-day period referred 
 to in clause (i) for an additional 30 
 days. The Board may further extend the 
 period with the agreement of the bank 
 holding company submitting the notice 
 pursuant to this
 subsection.
 (iii) Determination of period in case 
 of public hearing.--In the event a 
 hearing is requested or the Board 
 determines that a hearing is warranted, 
 the Board may extend the notice period 
 provided in this subsection for such 
 time as is reasonably necessary to 
 conduct a hearing and to evaluate the 
 hearing record. Such extension shall 
 not exceed the 91-day period beginning 
 on the date that the hearing record is 
 complete.
 (D) Approval before end of period.--
 (i) In general.--Any transaction or 
 activity may commence before the 
 expiration of any period for 
 disapproval established under this 
 paragraph if the Board issues a written 
 notice of approval.
 (ii) Shorter periods by regulation.--
 The Board may prescribe regulations 
 which provide for a shorter notice 
 period with respect to particular 
 activities or transactions.
 (E) Extension of period.--In the case of any 
 notice to engage in, or to acquire or retain 
 ownership or control of shares of any company 
 engaged in, any activity pursuant to subsection 
 (c)(8) or (a)(2) or in any complementary 
 activity under subsection (k)(1)(B) that has 
 not been previously approved by regulation, the 
 Board may extend the notice period under this 
 subsection for an additional 90 days. The Board 
 may further extend the period with the 
 agreement of the bank holding company 
 submitting the notice pursuant to this 
 subsection.
 (2) General standards for review.--
 (A) Criteria.--In connection with a notice 
 under this subsection, the Board shall consider 
 whether performance of the activity by a bank 
 holding company or a subsidiary of such company 
 can reasonably be expected to produce benefits 
 to the public, such as greater convenience, 
 increased competition, or gains in efficiency, 
 that outweigh possible adverse effects, such as 
 undue concentration of resources, decreased or 
 unfair competition, conflicts of interests, 
 unsound banking practices, or risk to the 
 stability of the United States banking or 
 financial system.
 (B) Grounds for disapproval.--The Board may 
 deny any proposed transaction or activity for 
 which notice has been submitted pursuant to 
 this subsection if the bank holding company 
 submitting such notice neglects, fails, or 
 refuses to furnish the Board all the 
 information required by the Board.
 (C) Conditional action.--Nothing in this 
 subsection limits the authority of the Board to 
 impose conditions in connection with an action 
 under this section.
 (3) No notice required for certain transactions.--No 
 notice under paragraph (1) of this subsection or under 
 subsection (c)(8) or (a)(2)(B) is required for a 
 proposal by a bank holding company to engage in any 
 activity, other than any complementary activity under 
 subsection (k)(1)(B), or acquire the shares or assets 
 of any company, other than an insured depository 
 institution or a company engaged in any complementary 
 activity under subsection (k)(1)(B), if the proposal 
 qualifies under paragraph (4).
 (4) Criteria for statutory approval.--A proposal 
 qualifies under this paragraph if all of the following 
 criteria are met:
 (A) Financial criteria.--Both before and 
 immediately after the proposed transaction--
 (i) the acquiring bank holding 
 company is well capitalized;
 (ii) the lead insured depository 
 institution of such holding company is 
 well capitalized;
 (iii) well capitalized insured 
 depository institutions control at 
 least 80 percent of the aggregate total 
 risk-weighted assets of insured 
 depository institutions controlled by 
 such holding company; and
 (iv) no insured depository 
 institution controlled by such holding 
 company is undercapitalized.
 (B) Managerial criteria.--
 (i) Well managed.--At the time of the 
 transaction, the acquiring bank holding 
 company, its lead insured depository 
 institution, and insured depository 
 institutions that control at least 90 
 percent of the aggregate total risk-
 weighted assets of insured depository 
 institutions controlled by such holding 
 company are well managed.
 (ii) Limitation on poorly managed 
 institutions.--Except as provided in 
 paragraph (6), no insured depository 
 institution controlled by the acquiring 
 bank holding company has received 1 of 
 the 2 lowest composite ratings at the 
 later of the institution's most recent 
 examination or subsequent review.
 (C) Activities permissible.--Following 
 consummation of the proposal, the bank holding 
 company engages directly or through a 
 subsidiary solely in--
 (i) activities that are permissible 
 under subsection (c)(8), as determined 
 by the Board by regulation or order 
 thereunder, subject to all of the 
 restrictions, terms, and conditions of 
 such subsection and such regulation or 
 order; and
 (ii) such other activities as are 
 otherwise permissible under this 
 section, subject to the restrictions, 
 terms and conditions, including any 
 prior notice or approval requirements, 
 provided in this section.
 (D) Size of acquisition.--
 (i) Asset size.--The book value of 
 the total assets to be acquired does 
 not exceed 10 percent of the 
 consolidated total risk-weighted assets 
 of the acquiring bank holding company.
 (ii) Consideration.--The gross 
 consideration to be paid for the 
 securities or assets does not exceed 15 
 percent of the consolidated Tier 1 
 capital of the acquiring bank holding 
 company.
 (E) Notice not otherwise warranted.--For 
 proposals described in paragraph (5)(B), the 
 Board has not, before the conclusion of the 
 period provided in paragraph (5)(B), advised 
 the bank holding company that a notice under 
 paragraph (1) is required.
 (F) Compliance criterion.--During the 12-
 month period ending on the date on which the 
 bank holding company proposes to commence an 
 activity or acquisition, no administrative 
 enforcement action has been commenced, and no 
 cease and desist order has been issued pursuant 
 to section 8 of the Federal Deposit Insurance 
 Act, against the bank holding company or any 
 depository institution subsidiary of the 
 holding company, and no such enforcement 
 action, order, or other administrative 
 enforcement proceeding is pending as of such 
 date.
 (5) Notification.--
 (A) Commencement of activities approved by 
 rule.--A bank holding company that qualifies 
 under paragraph (4) and that proposes to engage 
 de novo, directly or through a subsidiary, in 
 any activity that is permissible under 
 subsection (c)(8), as determined by the Board 
 by regulation, may commence that activity 
 without prior notice to the Board and must 
 provide written notification to the Board not 
 later than 10 business days after commencing 
 the activity.
 (B) Activities permitted by order and 
 acquisitions.--
 (i) In general.--At least 12 business 
 days before commencing any activity 
 pursuant to paragraph (3) (other than 
 an activity described in subparagraph 
 (A) of this paragraph) or acquiring 
 shares or assets of any company 
 pursuant to paragraph (3), the bank 
 holding company shall provide written 
 notice of the proposal to the Board, 
 unless the Board determines that no 
 notice or a shorter notice period is 
 appropriate.
 (ii) Description of activities and 
 terms.--A notification under this 
 subparagraph shall include a 
 description of the proposed activities 
 and the terms of any proposed 
 acquisition.
 (6) Recently acquired institutions.--Any insured 
 depository institution which has been acquired by a 
 bank holding company during the 12-month period 
 preceding the date on which the company proposes to 
 commence an activity or acquisition pursuant to 
 paragraph (3) may be excluded for purposes of paragraph 
 (4)(B)(ii) if--
 (A) the bank holding company has developed a 
 plan for the institution to restore the capital 
 and management of the institution which is 
 acceptable to the appropriate Federal banking 
 agency; and
 (B) all such insured depository institutions 
 represent, in the aggregate, less than 10 
 percent of the aggregate total risk-weighted 
 assets of all insured depository institutions 
 controlled by the bank holding company.
 (7) Adjustment of percentages.--The Board may, by 
 regulation, adjust the percentages and the manner in 
 which the percentages of insured depository 
 institutions are calculated under paragraph (4)(B)(i), 
 (4)(D), or (6)(B) if the Board determines that any such 
 adjustment is consistent with safety and soundness and 
 the purposes of this Act.
 (k) Engaging in Activities That Are Financial in Nature.--
 (1) In general.--Notwithstanding subsection (a), a 
 financial holding company may engage in any activity, 
 and may acquire and retain the shares of any company 
 engaged in any activity, that the Board, in accordance 
 with paragraph (2), determines (by regulation or 
 order)--
 (A) to be financial in nature or incidental 
 to such financial activity; or
 (B) is complementary to a financial activity 
 and does not pose a substantial risk to the 
 safety or soundness of depository institutions 
 or the financial system generally.
 (2) Coordination between the board and the secretary 
 of the treasury.--
 (A) Proposals raised before the board.--
 (i) Consultation.--The Board shall 
 notify the Secretary of the Treasury 
 of, and consult with the Secretary of 
 the Treasury concerning, any request, 
 proposal, or application under this 
 subsection for a determination of 
 whether an activity is financial in 
 nature or incidental to a financial 
 activity.
 (ii) Treasury view.--The Board shall 
 not determine that any activity is 
 financial in nature or incidental to a 
 financial activity under this 
 subsection if the Secretary of the 
 Treasury notifies the Board in writing, 
 not later than 30 days after the date 
 of receipt of the notice described in 
 clause (i) (or such longer period as 
 the Board determines to be appropriate 
 under the circumstances) that the 
 Secretary of the Treasury believes that 
 the activity is not financial in nature 
 or incidental to a financial activity 
 or is not otherwise permissible under 
 this section.
 (B) Proposals raised by the treasury.--
 (i) Treasury recommendation.--The 
 Secretary of the Treasury may, at any 
 time, recommend in writing that the 
 Board find an activity to be financial 
 in nature or incidental to a financial 
 activity.
 (ii) Time period for board action.--
 Not later than 30 days after the date 
 of receipt of a written recommendation 
 from the Secretary of the Treasury 
 under clause (i) (or such longer period 
 as the Secretary of the Treasury and 
 the Board determine to be appropriate 
 under the circumstances), the Board 
 shall determine whether to initiate a 
 public rulemaking proposing that the 
 recommended activity be found to be 
 financial in nature or incidental to a 
 financial activity under this 
 subsection, and shall notify the 
 Secretary of the Treasury in writing of 
 the determination of the Board and, if 
 the Board determines not to seek public 
 comment on the proposal, the reasons 
 for that determination.
 (3) Factors to be considered.--In determining whether 
 an activity is financial in nature or incidental to a 
 financial activity, the Board shall take into account--
 (A) the purposes of this Act and the Gramm-
 Leach-Bliley Act;
 (B) changes or reasonably expected changes in 
 the marketplace in which financial holding 
 companies compete;
 (C) changes or reasonably expected changes in 
 the technology for delivering financial 
 services; and
 (D) whether such activity is necessary or 
 appropriate to allow a financial holding 
 company and the affiliates of a financial 
 holding company to--
 (i) compete effectively with any 
 company seeking to provide financial 
 services in the United States;
 (ii) efficiently deliver information 
 and services that are financial in 
 nature through the use of technological 
 means, including any application 
 necessary to protect the security or 
 efficacy of systems for the 
 transmission of data or financial 
 transactions; and
 (iii) offer customers any available 
 or emerging technological means for 
 using financial services or for the 
 document imaging of data.
 (4) Activities that are financial in nature.--For 
 purposes of this subsection, the following activities 
 shall be considered to be financial in nature:
 (A) Lending, exchanging, transferring, 
 investing for others, or safeguarding money or 
 securities.
 (B) Insuring, guaranteeing, or indemnifying 
 against loss, harm, damage, illness, 
 disability, or death, or providing and issuing 
 annuities, and acting as principal, agent, or 
 broker for purposes of the foregoing, in any 
 State.
 (C) Providing financial, investment, or 
 economic advisory services, including advising 
 an investment company (as defined in section 3 
 of the Investment Company Act of 1940).
 (D) Issuing or selling instruments 
 representing interests in pools of assets 
 permissible for a bank to hold directly.
 (E) Underwriting, dealing in, or making a 
 market in securities.
 (F) Engaging in any activity that the Board 
 has determined, by order or regulation that is 
 in effect on the date of the enactment of the 
 Gramm-Leach-Bliley Act, to be so closely 
 related to banking or managing or controlling 
 banks as to be a proper incident thereto 
 (subject to the same terms and conditions 
 contained in such order or regulation, unless 
 modified by the Board).
 (G) Engaging, in the United States, in any 
 activity that--
 (i) a bank holding company may engage 
 in outside of the United States; and
 (ii) the Board has determined, under 
 regulations prescribed or 
 interpretations issued pursuant to 
 subsection (c)(13) (as in effect on the 
 day before the date of the enactment of 
 the Gramm-Leach-Bliley Act) to be usual 
 in connection with the transaction of 
 banking or other financial operations 
 abroad.
 (H) Directly or indirectly acquiring or 
 controlling, whether as principal, on behalf of 
 1 or more entities (including entities, other 
 than a depository institution or subsidiary of 
 a depository institution, that the bank holding 
 company controls), or otherwise, shares, 
 assets, or ownership interests (including debt 
 or equity securities, partnership interests, 
 trust certificates, or other instruments 
 representing ownership) of a company or other 
 entity, whether or not constituting control of 
 such company or entity, engaged in any activity 
 not authorized pursuant to this section if--
 (i) the shares, assets, or ownership 
 interests are not acquired or held by a 
 depository institution or subsidiary of 
 a depository institution;
 (ii) such shares, assets, or 
 ownership interests are acquired and 
 held by--
 (I) a securities affiliate or 
 an affiliate thereof; or
 (II) an affiliate of an 
 insurance company described in 
 subparagraph (I)(ii) that 
 provides investment advice to 
 an insurance company and is 
 registered pursuant to the 
 Investment Advisers Act of 
 1940, or an affiliate of such 
 investment adviser;
 as part of a bona fide underwriting or 
 merchant or investment banking 
 activity, including investment 
 activities engaged in for the purpose 
 of appreciation and ultimate resale or 
 disposition of the investment;
 (iii) such shares, assets, or 
 ownership interests are held for a 
 period of time to enable the sale or 
 disposition thereof on a reasonable 
 basis consistent with the financial 
 viability of the activities described 
 in clause (ii); and
 (iv) during the period such shares, 
 assets, or ownership interests are 
 held, the bank holding company does not 
 routinely manage or operate such 
 company or entity except as may be 
 necessary or required to obtain a 
 reasonable return on investment upon 
 resale or disposition.
 (I) Directly or indirectly acquiring or 
 controlling, whether as principal, on behalf of 
 1 or more entities (including entities, other 
 than a depository institution or subsidiary of 
 a depository institution, that the bank holding 
 company controls) or otherwise, shares, assets, 
 or ownership interests (including debt or 
 equity securities, partnership interests, trust 
 certificates or other instruments representing 
 ownership) of a company or other entity, 
 whether or not constituting control of such 
 company or entity, engaged in any activity not 
 authorized pursuant to this section if--
 (i) the shares, assets, or ownership 
 interests are not acquired or held by a 
 depository institution or a subsidiary 
 of a depository institution;
 (ii) such shares, assets, or 
 ownership interests are acquired and 
 held by an insurance company that is 
 predominantly engaged in underwriting 
 life, accident and health, or property 
 and casualty insurance (other than 
 credit-related insurance) or providing 
 and issuing annuities;
 (iii) such shares, assets, or 
 ownership interests represent an 
 investment made in the ordinary course 
 of business of such insurance company 
 in accordance with relevant State law 
 governing such investments; and
 (iv) during the period such shares, 
 assets, or ownership interests are 
 held, the bank holding company does not 
 routinely manage or operate such 
 company except as may be necessary or 
 required to obtain a reasonable return 
 on investment.
 (5) Actions required.--
 (A) In general.--The Board shall, by 
 regulation or order, define, consistent with 
 the purposes of this Act, the activities 
 described in subparagraph (B) as financial in 
 nature, and the extent to which such activities 
 are financial in nature or incidental to a 
 financial activity.
 (B) Activities.--The activities described in 
 this subparagraph are as follows:
 (i) Lending, exchanging, 
 transferring, investing for others, or 
 safeguarding financial assets other 
 than money or securities.
 (ii) Providing any device or other 
 instrumentality for transferring money 
 or other financial assets.
 (iii) Arranging, effecting, or 
 facilitating financial transactions for 
 the account of third parties.
 (6) Required notification.--
 (A) In general.--A financial holding company 
 that acquires any company or commences any 
 activity pursuant to this subsection shall 
 provide written notice to the Board describing 
 the activity commenced or conducted by the 
 company acquired not later than 30 calendar 
 days after commencing the activity or 
 consummating the acquisition, as the case may 
 be.
 (B) Approval not required for certain 
 financial activities.--
 (i) In general.--Except as provided 
 in subsection (j) with regard to the 
 acquisition of a savings association 
 and clause (ii), a financial holding 
 company may commence any activity, or 
 acquire any company, pursuant to 
 paragraph (4) or any regulation 
 prescribed or order issued under 
 paragraph (5), without prior approval 
 of the Board.
 (ii) Exception.--A financial holding 
 company may not acquire a company, 
 without the prior approval of the 
 Board, in a transaction in which the 
 total consolidated assets to be 
 acquired by the financial holding 
 company exceed [$10,000,000,000] 
 $15,000,000,000.
 (iii) Hart-Scott-Rodino filing 
 requirement.--Solely for purposes of 
 section 7A(c)(8) of the Clayton Act (15 
 U.S.C. 18a(c)(8)), the transactions 
 subject to the requirements of this 
 paragraph shall be treated as if the 
 approval of the Board is not required.
 (7) Merchant banking activities.--
 (A) Joint regulations.--The Board and the 
 Secretary of the Treasury may issue such 
 regulations implementing paragraph (4)(H), 
 including limitations on transactions between 
 depository institutions and companies
 controlled pursuant to such paragraph, as the 
 Board and the Secretary jointly deem 
 appropriate to assure compliance with the 
 purposes and prevent evasions of this Act and 
 the Gramm-Leach-Bliley Act and to protect 
 depository institutions.
 (B) Sunset of restrictions on merchant 
 banking activities of financial subsidiaries.--
 The restrictions contained in paragraph (4)(H) 
 on the ownership and control of shares, assets, 
 or ownership interests by or on behalf of a 
 subsidiary of a depository institution shall 
 not apply to a financial subsidiary (as defined 
 in section 5136A of the Revised Statutes of the 
 United States) of a bank, if the Board and the 
 Secretary of the Treasury jointly authorize 
 financial subsidiaries of banks to engage in 
 merchant banking activities pursuant to section 
 122 of the Gramm-Leach-Bliley Act.
 (l) Conditions for Engaging in Expanded Financial 
Activities.--
 (1) In general.--Notwithstanding subsection (k), (n), 
 or (o), a bank holding company may not engage in any 
 activity, or directly or indirectly acquire or retain 
 shares of any company engaged in any activity, under 
 subsection (k), (n), or (o), other than activities 
 permissible for any bank holding company under 
 subsection (c)(8), unless--
 (A) all of the depository institution 
 subsidiaries of the bank holding company are 
 well capitalized;
 (B) all of the depository institution 
 subsidiaries of the bank holding company are 
 well managed;
 (C) the bank holding company is well 
 capitalized and well managed; and
 (D) the bank holding company has filed with 
 the Board--
 (i) a declaration that the company 
 elects to be a financial holding 
 company to engage in activities or 
 acquire and retain shares of a company 
 that were not permissible for a bank 
 holding company to engage in or acquire 
 before the enactment of the Gramm-
 Leach-Bliley Act; and
 (ii) a certification that the company 
 meets the requirements of subparagraphs 
 (A), (B), and (C).
 (2) CRA requirement.--Notwithstanding subsection (k) 
 or (n) of this section, section 5136A(a) of the Revised 
 Statutes of the United States, or section 46(a) of the 
 Federal Deposit Insurance Act, the appropriate Federal 
 banking agency shall prohibit a financial holding 
 company or any insured depository institution from--
 (A) commencing any new activity under 
 subsection (k) or (n) of this section, section 
 5136A(a) of the Revised Statutes of the United 
 States, or section 46(a) of the Federal Deposit 
 Insurance Act; or
 (B) directly or indirectly acquiring control 
 of a company engaged in any activity under 
 subsection (k) or (n) of this section, section 
 5136A(a) of the Revised Statutes of the United 
 States, or section 46(a) of the Federal Deposit 
 Insurance Act (other than an investment made 
 pursuant to subparagraph (H) or (I) of 
 subsection (k)(4), or section 122 of the Gramm-
 Leach-Bliley Act, or under section 46(a) of the 
 Federal Deposit Insurance Act by reason of such 
 section 122, by an affiliate already engaged in 
 activities under any such provision);
 if any insured depository institution subsidiary of 
 such financial holding company, or the insured 
 depository institution or any of its insured depository 
 institution affiliates, has received in its most recent 
 examination under the Community Reinvestment Act of 
 1977, a rating of less than ``satisfactory record of 
 meeting community credit needs''.
 (3) Foreign banks.--For purposes of paragraph (1), 
 the Board shall apply comparable capital and management 
 standards to a foreign bank that operates a branch or 
 agency or owns or controls a commercial lending company 
 in the United States, giving due regard to the 
 principle of national treatment and equality of 
 competitive opportunity.
 (m) Provisions Applicable to Financial Holding Companies That 
Fail To Meet Certain Requirements.--
 (1) In general.--If the Board finds that--
 (A) a financial holding company is engaged, 
 directly or indirectly, in any activity under 
 subsection (k), (n), or (o), other than 
 activities that are permissible for a bank 
 holding company under subsection (c)(8); and
 (B) such financial holding company is not in 
 compliance with the requirements of subsection 
 (l)(1);
 the Board shall give notice to the financial holding 
 company to that effect, describing the conditions 
 giving rise to the notice.
 (2) Agreement to correct conditions required.--Not 
 later than 45 days after the date of receipt by a 
 financial holding company of a notice given under 
 paragraph (1) (or such additional period as the Board 
 may permit), the financial holding company shall 
 execute an agreement with the Board to comply with the 
 requirements applicable to a financial holding company 
 under subsection (l)(1).
 (3) Board may impose limitations.--Until the 
 conditions described in a notice to a financial holding 
 company under paragraph (1) are corrected, the Board 
 may impose such limitations on the conduct or 
 activities of that financial holding company or any 
 affiliate of that company as the Board determines to be 
 appropriate under the circumstances and consistent with 
 the purposes of this Act.
 (4) Failure to correct.--If the conditions described 
 in a notice to a financial holding company under 
 paragraph (1) are not corrected within 180 days after 
 the date of receipt by the financial holding company of 
 a notice under paragraph (1), the Board may require 
 such financial holding company, under such terms and 
 conditions as may be imposed by the Board and subject 
 to such extension of time as may be granted in the 
 discretion of the Board, either--
 (A) to divest control of any subsidiary 
 depository institution; or
 (B) at the election of the financial holding 
 company instead to cease to engage in any 
 activity conducted by such financial holding 
 company or its subsidiaries (other than a 
 depository institution or a subsidiary of a 
 depository institution) that is not an activity 
 that is permissible for a bank holding company 
 under subsection (c)(8).
 (5) Consultation.--In taking any action under this 
 subsection, the Board shall consult with all relevant 
 Federal and State regulatory agencies and authorities.
 (n) Authority To Retain Limited Nonfinancial Activities and 
Affiliations.--
 (1) In general.--Notwithstanding subsection (a), a 
 company that is not a bank holding company or a foreign 
 bank (as defined in section 1(b)(7) of the 
 International Banking Act of 1978) and becomes a 
 financial holding company after the date of the 
 enactment of the Gramm-Leach-Bliley Act may continue to 
 engage in any activity and retain direct or indirect 
 ownership or control of shares of a company engaged in 
 any activity if--
 (A) the holding company lawfully was engaged 
 in the activity or held the shares of such 
 company on September 30, 1999;
 (B) the holding company is predominantly 
 engaged in financial activities as defined in 
 paragraph (2); and
 (C) the company engaged in such activity 
 continues to engage only in the same activities 
 that such company conducted on September 30, 
 1999, and other activities permissible under 
 this Act.
 (2) Predominantly financial.--For purposes of this 
 subsection, a company is predominantly engaged in 
 financial activities if the annual gross revenues 
 derived by the holding company and all subsidiaries of 
 the holding company (excluding revenues derived from 
 subsidiary depository institutions), on a consolidated 
 basis, from engaging in activities that are financial 
 in nature or are incidental to a financial activity 
 under subsection (k) represent at least 85 percent of 
 the consolidated annual gross revenues of the company.
 (3) No expansion of grandfathered commercial 
 activities through merger or consolidation.--A 
 financial holding company that engages in activities or 
 holds shares pursuant to this subsection, or a 
 subsidiary of such financial holding company, may not 
 acquire, in any merger, consolidation, or other type of 
 business combination, assets of any other company that 
 is engaged in any activity that the Board has not 
 determined to be financial in nature or incidental to a 
 financial activity under subsection (k), except this 
 paragraph shall not apply with respect to a company 
 that owns a broadcasting station licensed under title 
 III of the Communications Act of 1934 and the shares of 
 which are under common control with an insurance 
 company since January 1, 1998, unless such company is 
 acquired by, or otherwise becomes an affiliate of, a 
 bank holding company that, at the time such acquisition 
 or affiliation is consummated, is 1 of the 5 largest 
 domestic bank holding companies (as determined on the 
 basis of the consolidated total assets of such 
 companies).
 (4) Continuing revenue limitation on grandfathered 
 commercial activities.--Notwithstanding any other 
 provision of this subsection, a financial holding 
 company may continue to engage in activities or hold 
 shares in companies pursuant to this subsection only to 
 the extent that the aggregate annual gross revenues 
 derived from all such activities and all such companies 
 does not exceed 15 percent of the consolidated annual 
 gross revenues of the financial holding company 
 (excluding revenues derived from subsidiary depository 
 institutions).
 (5) Cross marketing restrictions applicable to 
 commercial activities.--
 (A) In general.--A depository institution 
 controlled by a financial holding company shall 
 not--
 (i) offer or market, directly or 
 through any arrangement, any product or 
 service of a company whose activities 
 are conducted or whose shares are owned 
 or controlled by the financial holding 
 company pursuant to this subsection or 
 subparagraph (H) or (I) of subsection 
 (k)(4); or
 (ii) permit any of its products or 
 services to be offered or marketed, 
 directly or through any arrangement, by 
 or through any company described in 
 clause (i).
 (B) Rule of construction.--Subparagraph (A) 
 shall not be construed as prohibiting an 
 arrangement between a depository institution 
 and a company owned or controlled pursuant to 
 subparagraph (H) or (I) of subsection (k)(4) 
 for the marketing of products or services 
 through statement inserts or Internet websites 
 if--
 (i) such arrangement does not violate 
 section 106 of the Bank Holding Company 
 Act Amendments of 1970; and
 (ii) the Board determines that the 
 arrangement is in the public interest, 
 does not undermine the separation of 
 banking and commerce, and is consistent 
 with the safety and soundness of 
 depository institutions.
 (6) Transactions with nonfinancial affiliates.--A 
 depository institution controlled by a financial 
 holding company may not engage in a covered transaction 
 (as defined in section 23A(b)(7) of the Federal Reserve 
 Act) with any affiliate controlled by the company 
 pursuant to this subsection.
 (7) Sunset of grandfather.--A financial holding 
 company engaged in any activity, or retaining direct or 
 indirect ownership or control of shares of a company, 
 pursuant to this subsection, shall terminate such 
 activity and divest ownership or control of the shares 
 of such company before the end of the 10-year period 
 beginning on the date of the enactment of the Gramm-
 Leach-Bliley Act. The Board may, upon application by a 
 financial holding company, extend such 10-year period 
 by a period not to exceed an additional 5 years if such 
 extension would not be detrimental to the public 
 interest.
 (o) Regulation of Certain Financial Holding Companies.--
Notwithstanding subsection (a), a company that is not a bank 
holding company or a foreign bank (as defined in section 
1(b)(7) of the International Banking Act of 1978) and becomes a 
financial holding company after the date of enactment of the 
Gramm-Leach-Bliley Act, may continue to engage in, or directly 
or indirectly own or control shares of a company engaged in, 
activities related to the trading, sale, or investment in 
commodities and underlying physical properties that were not 
permissible for bank holding companies to conduct in the United 
States as of September 30, 1997, if--
 (1) the holding company, or any subsidiary of the 
 holding company, lawfully was engaged, directly or 
 indirectly, in any of such activities as of September 
 30, 1997, in the United States;
 (2) the attributed aggregate consolidated assets of 
 the company held by the holding company pursuant to 
 this subsection, and not otherwise permitted to be held 
 by a financial holding company, are equal to not more 
 than 5 percent of the total consolidated assets of the 
 bank holding company, except that the Board may 
 increase that percentage by such amounts and under such 
 circumstances as the Board considers appropriate, 
 consistent with the purposes of this Act; and
 (3) the holding company does not permit--
 (A) any company, the shares of which it owns 
 or controls pursuant to this subsection, to 
 offer or market any product or service of an 
 affiliated depository institution; or
 (B) any affiliated depository institution to 
 offer or market any product or service of any 
 company, the shares of which are owned or 
 controlled by such holding company pursuant to 
 this subsection.

 * * * * * * *

 ---------- 

 DODD-FRANK WALL STREET REFORM AND CONSUMER 
 PROTECTION ACT 

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

 (a) Short Title.--This Act may be cited as the ``Dodd-Frank 
Wall Street Reform and Consumer Protection Act''.
 (b) Table of Contents.--The table of contents for this Act is 
as follows:

Sec. 1. Short title; table of contents.

 * * * * * * *

 TITLE I--FINANCIAL STABILITY

 * * * * * * *

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.
 
 * * * * * * *
 
Sec. 177. Periodic adjustments to thresholds to account for increases in 
 current-dollar United States gross domestic product.
Sec. 178. Adjustments to thresholds established by rule to account for 
 increases in current-dollar United States gross domestic 
 product.

 * * * * * * *

 TITLE I--FINANCIAL STABILITY

SEC. 101. SHORT TITLE.

 This title may be cited as the ``Financial Stability Act of 
2010''.

 * * * * * * *

 Subtitle A--Financial Stability Oversight Council

 * * * * * * *

SEC. 116. REPORTS.

 (a) In General.--Subject to subsection (b), the Council, 
acting through the Office of Financial Research, may require a 
bank holding company with total consolidated assets of 
[$250,000,000,000] $370,000,000,000 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 financial, 
 operating, and other risks;
 (3) transactions with any subsidiary that is a 
 depository institution; and
 (4) the extent to which the activities and operations 
 of the company and any subsidiary thereof, could, under 
 adverse circumstances, have the potential to disrupt 
 financial markets or affect the overall financial 
 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 extent 
 possible, use--
 (A) reports that a bank holding company, 
 nonbank financial company supervised by the 
 Board of Governors, or any functionally 
 regulated subsidiary of such company has been 
 required to provide to other Federal or State 
 regulatory agencies or to a relevant foreign 
 supervisory authority;
 (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 
 referred to in paragraph (1).
 (3) Confidentiality.--The Council shall maintain the 
 confidentiality of the reports obtained under 
 subsection (a) and paragraph (1)(A) of this subsection.

 * * * * * * *

SEC. 121. MITIGATION OF RISKS TO FINANCIAL STABILITY.

 (a) Mitigatory Actions.--If the Board of Governors determines 
that a bank holding company with total consolidated assets of 
[$250,000,000,000] $370,000,000,000 or more, or a nonbank 
financial 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 voting members of the Council then serving, 
shall--
 (1) limit the ability of the company to merge with, 
 acquire, consolidate with, or otherwise become 
 affiliated with another company;
 (2) restrict the ability of the company to offer a 
 financial product or products;
 (3) require the company to terminate one or more 
 activities;
 (4) impose conditions on the manner in which the 
 company conducts 1 or more activities; or
 (5) if the Board of Governors determines that the 
 actions described in paragraphs (1) through (4) are 
 inadequate to mitigate a threat to the financial 
 stability of the United States in its recommendation, 
 require the company 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 
 company described in subsection (a) written notice that 
 such company is being considered for mitigatory action 
 pursuant to this section, including an explanation of 
 the basis for, and description of, the proposed 
 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 Governors to 
 contest the proposed mitigatory action. Upon receipt of 
 a timely request, the Board of Governors 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 discretion 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 decision 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 
making any determination under subsection (a).
 (d) Application to Foreign Financial Companies.--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--
 (1) giving due regard to the principle of national 
 treatment and equality of competitive opportunity; and
 (2) taking into account the extent to which the 
 foreign nonbank financial company or foreign-based bank 
 holding company is subject on a consolidated basis to 
 home country standards that are comparable to those 
 applied to financial companies in the United States.

 * * * * * * *

 Subtitle C--Additional Board of Governors 
 Authority for Certain Nonbank Financial 
 Companies and Bank Holding Companies 

 * * * * * * *

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 holding company.
 (b) Acquisition of Nonbank Companies.--
 (1) Prior notice for large acquisitions.--
 Notwithstanding section 4(k)(6)(B) of the Bank Holding 
 Company Act of 1956 (12 U.S.C. 1843(k)(6)(B)), a bank 
 holding company with total consolidated assets equal to 
 or greater than [$250,000,000,000] $370,000,000,000 or 
 a nonbank financial company supervised by the Board of 
 Governors shall not acquire direct or indirect 
 ownership or control of any voting shares of any 
 company (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] 
 $15,000,000,000 or more, without providing written 
 notice to the Board of Governors 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 
 exemptions 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 procedures 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 
 depository institution) by a bank holding company with 
 total consolidated assets equal to or greater than 
 [$250,000,000,000] $370,000,000,000 or a nonbank 
 financial company supervised 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.
 (5) Hart-Scott-Rodino filing requirement.--Solely for 
 purposes of section 7A(c)(8) of the Clayton Act (15 
 U.S.C. 18a(c)(8)), the transactions subject to the 
 requirements of paragraph (1) shall be treated as if 
 Board of Governors approval is not required.

SEC. 164. PROHIBITION AGAINST MANAGEMENT INTERLOCKS BETWEEN CERTAIN 
 FINANCIAL COMPANIES. 

 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 official of any bank 
holding company with total consolidated assets equal to or 
greater than [$250,000,000,000] $370,000,000,000, or other 
nonaffiliated nonbank financial company supervised by the Board 
of Governors (other than to provide a temporary exemption for 
interlocks resulting from a merger, acquisition, or 
consolidation).

SEC. 165. ENHANCED SUPERVISION AND PRUDENTIAL STANDARDS FOR NONBANK 
 FINANCIAL COMPANIES SUPERVISED BY THE BOARD OF 
 GOVERNORS AND CERTAIN BANK HOLDING COMPANIES. 

 (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, or ongoing activities, of large, 
 interconnected financial institutions, the Board of 
 Governors shall, on its own or pursuant to 
 recommendations by the Council under section 115, 
 establish prudential standards for nonbank financial 
 companies supervised by the Board of Governors and bank 
 holding companies with total consolidated assets equal 
 to or greater than [$250,000,000,000] $370,000,000,000 
 that--
 (A) are more stringent than the standards and 
 requirements applicable to 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) Tailored application.--
 (A) In general.--In prescribing more 
 stringent prudential standards under this 
 section, the Board of Governors shall, on its 
 own or pursuant to a recommendation by the 
 Council in accordance with section 115, 
 differentiate among companies on an individual 
 basis or by category, taking into consideration 
 their capital structure, riskiness, complexity, 
 financial activities (including the financial 
 activities of their subsidiaries), size, and 
 any other risk-related factors that the Board 
 of Governors deems appropriate.
 (B) Adjustment of threshold for application 
 of certain standards.--The Board of Governors 
 may, pursuant to a recommendation by the 
 Council in accordance with section 115, 
 establish an asset threshold above the 
 applicable threshold for the application of any 
 standard established under subsections (c) 
 through (g).
 (C) Risks to financial stability and safety 
 and soundness.--The Board of Governors may by 
 order or rule promulgated pursuant to section 
 553 of title 5, United States Code, apply any 
 prudential standard established under this 
 section to any bank holding company or bank 
 holding companies with total consolidated 
 assets equal to or greater than 
 [$100,000,000,000] $150,000,000,000 to which 
 the prudential standard does not otherwise 
 apply provided that the Board of Governors--
 (i) determines that application of 
 the prudential standard is 
 appropriate--
 (I) to prevent or mitigate 
 risks to the financial 
 stability of the United States, 
 as described in paragraph (1); 
 or
 (II) to promote the safety 
 and soundness of the bank 
 holding company or bank holding 
 companies; and
 (ii) takes into consideration the 
 bank holding company's or bank holding 
 companies' capital structure, 
 riskiness, complexity, financial 
 activities (including financial 
 activities of subsidiaries), size, and 
 any other risk-related factors that the 
 Board of Governors deems appropriate.
 (b) Development of Prudential Standards.--
 (1) In general.--
 (A) Required standards.--The Board of 
 Governors shall establish prudential standards 
 for nonbank financial companies supervised by 
 the Board of Governors and bank holding 
 companies described in subsection (a), that 
 shall include--
 (i) risk-based capital requirements 
 and leverage limits, unless the Board 
 of Governors, in consultation with the 
 Council, determines that such 
 requirements are not appropriate for a 
 company subject to more stringent 
 prudential standards because of the 
 activities of such company (such as 
 investment company activities or assets 
 under management) or structure, in 
 which case, the Board of Governors 
 shall apply other standards that result 
 in similarly stringent risk controls;
 (ii) liquidity requirements;
 (iii) overall risk management 
 requirements;
 (iv) resolution plan requirements; 
 and
 (v) concentration limits.
 (B) Additional standards authorized.--The 
 Board of Governors may establish additional 
 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, 
 includingcredit exposure reports;
 (iii) short-term debt limits; and
 (iv) such other prudential standards 
 as the Board or Governors, on its own 
 or pursuant to a recommendation made by 
 the Council in accordance with section 
 115, determines are appropriate.
 (2) Standards for foreign financial companies.--In 
 applying the standards set forth in paragraph (1) to 
 any foreign nonbank financial company supervised by the 
 Board of Governors or foreign-based bank holding 
 company, the Board of Governors shall--
 (A) give due regard to the principle of 
 national treatment and equality of competitive 
 opportunity; and
 (B) take into account the extent to which the 
 foreign financial company is subject on a 
 consolidated basis to home country standards 
 that are comparable to those applied to 
 financial companies in the United States.
 (3) Considerations.--In prescribing prudential 
 standards under paragraph (1), the Board of Governors 
 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 
 insured depository institution;
 (iii) nonfinancial activities and 
 affiliations of the company; and
 (iv) any other risk-related 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 
 standards established under paragraph (1) of 
 this subsection;
 (C) take into account any recommendations of 
 the Council under section 115; and
 (D) adapt the required standards as 
 appropriate in light of any predominant line of 
 business of such company, including assets 
 under management or other activities for which 
 particular standards may not be appropriate.
 (4) Consultation.--Before imposing prudential 
 standards or any other requirements pursuant to this 
 section, including notices of deficiencies in 
 resolution plans and more stringent requirements or 
 divestiture orders resulting from such notices, that 
 are likely to have a significant impact on a 
 functionally regulated subsidiary or depository 
 institution subsidiary of a nonbank financial company 
 supervised by the Board of Governors or a bank holding 
 company described in subsection (a), the Board of 
 Governors shall consult with each Council member that 
 primarily supervises any such subsidiary with respect 
 to any such standard or requirement.
 (5) Report.--The Board of Governors shall submit an 
 annual report to Congress regarding the implementation 
 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.--
 (1) In general.--Subsequent to submission by the 
 Council of a report to Congress under section 115(c), 
 the Board of Governors may issue regulations that 
 require each nonbank financial company supervised by 
 the Board of Governors and bank holding companies 
 described in subsection (a) to maintain a minimum 
 amount of contingent capital that is convertible to 
 equity in times of financial stress.
 (2) Factors to consider.--In issuing regulations 
 under this subsection, the Board of Governors shall 
 consider--
 (A) the results of the study undertaken by 
 the Council, and any recommendations of the 
 Council, under section 115(c);
 (B) an appropriate transition period for 
 implementation of contingent capital under this 
 subsection;
 (C) the factors described in subsection 
 (b)(3)(A);
 (D) capital requirements applicable to the 
 nonbank financial company supervised by the 
 Board of Governors or a bank holding company 
 described in subsection (a), and subsidiaries 
 thereof; and
 (E) any other factor that the Board of 
 Governors deems appropriate.
 (d) Resolution Plan and Credit Exposure Reports.--
 (1) Resolution plan.--The Board of Governors shall 
 require each nonbank financial company supervised by 
 the Board of Governors and bank holding companies 
 described in subsection (a) to report periodically 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 financial 
 distress or failure, which shall include--
 (A) information regarding the manner and 
 extent to which any insured depository 
 institution affiliated with the company is 
 adequately protected from risks arising from 
 the activities of any nonbank subsidiaries of 
 the company;
 (B) full descriptions of the ownership 
 structure, assets, liabilities, and contractual 
 obligations of the company;
 (C) identification of the cross-guarantees 
 tied to different securities, identification of 
 major counterparties, and a process for 
 determining to whom the collateral of the 
 company is pledged; and
 (D) any other information that the Board of 
 Governors and the Corporation jointly require 
 by rule or order.
 (2) Credit exposure report.--The Board of Governors 
 may require each nonbank financial company supervised 
 by the Board of Governors and bank holding companies 
 described in subsection (a) to report periodically to 
 the Board of Governors, the Council, and the 
 Corporation on--
 (A) the nature and extent to which the 
 company 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 
 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 subsection by each nonbank 
 financial 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 
 supervised 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 
 company under title 11, United States Code--
 (A) the Board of Governors and the 
 Corporation shall notify the company of the 
 deficiencies in the resolution plan; and
 (B) the company shall resubmit the resolution 
 plan within a timeframe 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 proposed changes in business 
 operations and corporate 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 subsection 
 (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, 
 leverage, or liquidity requirements, or 
 restrictions on the growth, activities, or 
 operations of the company, or any subsidiary 
 thereof, until such time as the company 
 resubmits a plan that remedies the 
 deficiencies.
 (B) Divestiture.--The Board of Governors and 
 the Corporation, in consultation with the 
 Council, may jointly direct a nonbank financial 
 company supervised by the Board of Governors or 
 a bank holding company described in subsection 
 (a), by order, to divest certain assets or 
 operations identified by the Board of Governors 
 and the Corporation, to facilitate an orderly 
 resolution 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 
 pursuant 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 subparagraph (A), to resubmit the 
 resolution plan with such revisions as 
 were required under paragraph (4)(B).
 (6) No limiting effect.--A resolution plan submitted 
 in accordance with this subsection shall not be binding 
 on a bankruptcy court, a receiver appointed under title 
 II, or any other authority that is authorized or 
 required to resolve the nonbank financial company 
 supervised by the Board, any bank holding company, or 
 any subsidiary or affiliate of the foregoing.
 (7) No private right of action.--No private right of 
 action may be based on any resolution plan submitted in 
 accordance with this subsection.
 (8) 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 
 implementing 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 described in 
 subsection (a), the Board of Governors, by regulation, 
 shall prescribe standards that limit such risks.
 (2) Limitation on credit exposure.--The regulations 
 prescribed by the Board of Governors under paragraph 
 (1) shall prohibit each nonbank financial company 
 supervised by the Board of Governors and bank holding 
 company described in subsection (a) from having credit 
 exposure to any unaffiliated company that exceeds 25 
 percent of the capital 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 stability of the United States) of the 
 company.
 (3) Credit exposure.--For purposes of paragraph (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, and 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);
 (C) all guarantees, acceptances, or letters 
 of credit (including endorsement or standby 
 letters of credit) issued on behalf of the 
 company;
 (D) all purchases of or investment in 
 securities issued by the company;
 (E) counterparty credit exposure to the 
 company in connection with a derivative 
 transaction between the nonbank financial 
 company supervised by the Board of Governors or 
 a bank holding company described in subsection 
 (a) and the company; and
 (F) 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 company.
 (5) Rulemaking.--The Board of Governors may issue 
 such regulations and orders, including definitions 
 consistent with this section, as may be necessary to 
 administer and carry out this subsection.
 (6) Exemptions.--This subsection shall not apply to 
 any Federal home loan bank. The Board of Governors may, 
 by regulation or order, exempt transactions, in whole 
 or in part, from the definition of the term ``credit 
 exposure'' for purposes of this subsection, if the 
 Board of Governors finds that the exemption is in the 
 public interest and is consistent with the purpose of 
 this subsection.
 (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 
 additional 2 years.
 (f) Enhanced Public Disclosures.--The Board of Governors may 
prescribe, by regulation, periodic public disclosures 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 capabilities thereof.
 (g) Short-term Debt Limits.--
 (1) In general.--In order to mitigate the risks that 
 an over-accumulation of short-term debt could pose to 
 financial companies and to the stability of the United 
 States financial system, the Board of Governors may, by 
 regulation, prescribe a limit on the amount of short-
 term debt, including off-balance sheet exposures, that 
 may be accumulated by any bank holding company 
 described in subsection (a) and any nonbank financial 
 company supervised by the Board of Governors.
 (2) Basis of limit.--Any limit prescribed under 
 paragraph (1) shall be based on the short-term debt of 
 the company described in paragraph (1) as a percentage 
 of capital stock and surplus of the company or on such 
 other measure as the Board of Governors considers 
 appropriate.
 (3) Short-term debt defined.--For purposes of this 
 subsection, the term ``short-term debt'' means such 
 liabilities with short-dated maturity that the Board of 
 Governors identifies, by regulation, except that such 
 term does not include insured deposits.
 (4) Rulemaking authority.--In addition to prescribing 
 regulations under paragraphs (1) and (3), the Board of 
 Governors may prescribe such regulations, including 
 definitions consistent with this subsection, and issue 
 such orders, as may be necessary to carry out this 
 subsection.
 (5) Authority to issue exemptions and adjustments.--
 Notwithstanding the Bank Holding Company Act of 1956 
 (12 U.S.C. 1841 et seq.), the Board of Governors may, 
 if it determines such action is necessary to ensure 
 appropriate heightened prudential supervision, with 
 respect to a company described in paragraph (1) that 
 does not control an insured depository institution, 
 issue to such company an exemption from or adjustment 
 to the limit prescribed under paragraph (1).
 (h) Risk Committee.--
 (1) Nonbank financial companies supervised by the 
 board of governors.--The Board of Governors shall 
 require each nonbank financial company supervised by 
 the Board of Governors that is a publicly traded 
 company to establish a risk committee, as set forth in 
 paragraph (3), not later than 1 year after the date of 
 receipt of a notice of final determination under 
 section 113(e)(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 requiring 
 each bank holding company that is a publicly 
 traded company and that has total consolidated 
 assets of not less than [$50,000,000,000] 
 $75,000,000,000 to establish a risk committee, 
 as set forth in paragraph (3).
 (B) Permissive regulations.--The Board of 
 Governors may require each bank holding company 
 that is a publicly traded company and that has 
 total consolidated assets of less than 
 [$50,000,000,000] $75,000,000,000 to establish 
 a risk committee, as set forth in paragraph 
 (3), as determined necessary or appropriate by 
 the Board of Governors to promote sound risk 
 management practices.
 (3) Risk committee.--A risk committee required 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 
 directors as the Board of Governors may 
 determine appropriate, based on the nature of 
 operations, size of assets, and other 
 appropriate criteria related to the nonbank 
 financial company supervised by the Board of 
 Governors or a bank holding company described 
 in subsection (a), as applicable; and
 (C) include at least 1 risk management expert 
 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.
 (i) Stress Tests.--
 (1) By the board of governors.--
 (A) Annual tests required.--The Board of 
 Governors, in coordination with the appropriate 
 primary financial regulatory agencies and the 
 Federal Insurance Office, shall conduct annual 
 analyses in which nonbank financial companies 
 supervised by the Board of Governors and bank 
 holding companies described in subsection (a) 
 are subject to evaluation of whether such 
 companies have the capital, on a total 
 consolidated basis, necessary to absorb losses 
 as a result of adverse economic conditions.
 (B) Test parameters and consequences.--The 
 Board of Governors--
 (i) shall provide for at least 2 
 different sets of conditions under 
 which the evaluation required by this 
 subsection shall be conducted, 
 including baseline and severely 
 adverse;
 (ii) may require the tests described 
 in subparagraph (A) at bank holding 
 companies and nonbank financial 
 companies, in addition to those for 
 which annual tests are required under 
 subparagraph (A);
 (iii) may develop and apply such 
 other analytic techniques as are 
 necessary to identify, measure, and 
 monitor risks to the financial 
 stability of the United States;
 (iv) shall require the companies 
 described in subparagraph (A) to update 
 their resolution plans required under 
 subsection (d)(1), as the Board of 
 Governors determines appropriate, based 
 on the results of the analyses; and
 (v) shall publish a summary of the 
 results of the tests required under 
 subparagraph (A) or clause (ii) of this 
 subparagraph.
 (2) By the company.--
 (A) Requirement.--A nonbank financial company 
 supervised by the Board of Governors and a bank 
 holding company described in subsection (a) 
 shall conduct periodic stress tests. All other 
 financial companies that have total 
 consolidated assets of more than 
 [$250,000,000,000] $370,000,000,000 and are 
 regulated by a primary Federal financial 
 regulatory agency shall conduct periodic stress 
 tests. The tests required under this 
 subparagraph shall be conducted in accordance 
 with the regulations prescribed under 
 subparagraph (C).
 (B) Report.--A company required to conduct 
 stress tests under subparagraph (A) shall 
 submit a report to the Board of Governors and 
 to its primary financial regulatory agency at 
 such time, in such form, and containing such 
 information as the primary financial regulatory 
 agency shall require.
 (C) Regulations.--Each Federal primary 
 financial regulatory agency, in coordination 
 with the Board of Governors and the Federal 
 Insurance Office, shall issue consistent and 
 comparable regulations to implement this 
 paragraph that shall--
 (i) define the term ``stress test'' 
 for purposes of this paragraph;
 (ii) establish methodologies for the 
 conduct of stress tests required by 
 this paragraph that shall provide for 
 at least 2 different sets of 
 conditions, including baseline and 
 severely adverse;
 (iii) establish the form and content 
 of the report required by subparagraph 
 (B); and
 (iv) require companies subject to 
 this paragraph to publish a summary of 
 the results of the required stress 
 tests.
 (j) Leverage Limitation.--
 (1) Requirement.--The Board of Governors shall 
 require a bank holding company with total consolidated 
 assets equal to or greater than [$250,000,000,000] 
 $370,000,000,000 or a nonbank financial company 
 supervised by the Board of Governors to maintain a debt 
 to equity ratio of no more than 15 to 1, upon a 
 determination by the Council that such company poses a 
 grave threat to the financial stability of the United 
 States and that the imposition of such requirement is 
 necessary to mitigate the risk that such company poses 
 to the financial stability of the United States. 
 Nothing in this paragraph shall apply to a Federal home 
 loan bank.
 (2) Considerations.--In making a determination under 
 this subsection, the Council shall consider the factors 
 described in subsections (a) and (b) of section 113 and 
 any other risk-related factors that the Council deems 
 appropriate.
 (3) Regulations.--The Board of Governors shall 
 promulgate regulations to establish procedures and 
 timelines for complying with the requirements of this 
 subsection.
 (k) Inclusion of Off-balance-sheet Activities in Computing 
Capital Requirements.--
 (1) In general.--In the case of any bank holding 
 company described in subsection (a) or nonbank 
 financial company supervised by the Board of Governors, 
 the computation of capital for purposes of meeting 
 capital requirements shall take into account any off-
 balance-sheet activities of the company.
 (2) Exemptions.--If the Board of Governors determines 
 that an exemption from the requirement under paragraph 
 (1) is appropriate, the Board of Governors may exempt a 
 company, or any transaction or transactions engaged in 
 by such company, from the requirements of paragraph 
 (1).
 (3) Off-balance-sheet activities defined.--For 
 purposes of this subsection, the term ``off-balance-
 sheet activities'' means an existing liability of a 
 company that is not currently a balance sheet 
 liability, but may become one upon the happening of 
 some future event, including the following 
 transactions, to the extent that they may create a 
 liability:
 (A) Direct credit substitutes in which a bank 
 substitutes its own credit for a third party, 
 including standby letters of credit.
 (B) Irrevocable letters of credit that 
 guarantee repayment of commercial paper or tax-
 exempt securities.
 (C) Risk participations in bankers' 
 acceptances.
 (D) Sale and repurchase agreements.
 (E) Asset sales with recourse against the 
 seller.
 (F) Interest rate swaps.
 (G) Credit swaps.
 (H) Commodities contracts.
 (I) Forward contracts.
 (J) Securities contracts.
 (K) Such other activities or transactions as 
 the Board of Governors may, by rule, define.

 * * * * * * *

SEC. 177. PERIODIC ADJUSTMENTS TO THRESHOLDS TO ACCOUNT FOR INCREASES 
 IN CURRENT-DOLLAR UNITED STATES GROSS DOMESTIC PRODUCT. 

 (a) In General.--By April 1, 2031, and the 1st day of each 
subsequent 5-year period, the Board of Governors shall increase 
the thresholds described in subsection (b) by the ratio, if 
greater than 1, of the annual value of current-dollar United 
States gross domestic product, published by the Department of 
Commerce, for the calendar year preceding the year in which the 
adjustment is calculated under this section, to the published 
annual value of such index for the calendar year preceding 
April 1, 2026.
 (b) Covered Thresholds.--The thresholds described in this 
subsection are the following:
 (1) Each bank holding company or savings and loan 
 holding company total consolidated asset amount in the 
 second subsection (s) (relating to assessments) of 
 section 11 of the Federal Reserve Act.
 (2) Each bank holding company total consolidated 
 asset amount in--
 (A) sections 116(a), 121(a), 163(b), 164, 
 165(a)(1), 165(h)(2), 165(j)(1) of this Act; 
 and
 (B) section 401(f) of the Economic Growth, 
 Regulatory Relief, and Consumer Protection Act.
 (3) Each financial company total consolidated asset 
 amount in section 165(i)(2)(A) of this Act.
 (c) Currency of Information.--The values used in the 
calculation under subsection (a) shall be, as of the date of 
the calculation, the values most recently published by the 
Department of Commerce.
 (d) Rounding.--
 (1) If any amount equal to or greater than 
 $100,000,000,000 determined under subsection (a) for 
 any period is not a multiple of $50,000,000,000, the 
 amount shall be rounded up to the nearest 
 $50,000,000,000.
 (2) If any amount less than $100,000,000,000 
 determined under subsection (a) for any period is not a 
 multiple of $5,000,000,000, the amount shall be rounded 
 up to the nearest $5,000,000,000.
 (e) Publication.--Not later than April 5 of any calendar year 
in which an adjustment is required to be calculated under 
subsection (a), the Board of Governors shall publish in the 
Federal Register the amounts as so calculated.
 (f) Implementation Period.--Any increase in amounts 
determined under subsection (a) shall take effect on January 1 
of the year immediately succeeding the calendar year in which 
the increase is required to be calculated under subsection (a).

SEC. 178. ADJUSTMENTS TO THRESHOLDS ESTABLISHED BY RULE TO ACCOUNT FOR 
 INCREASES IN CURRENT-DOLLAR UNITED STATES GROSS DOMESTIC 
 PRODUCT.

 (a) Agency Review.--Not later than June 30, 2026, and the 1st 
day of each subsequent 5-year period, the Board of Governors, 
the Comptroller of the Currency, and the Corporation shall, to 
the extent applicable, review--
 (1) any regulation--
 (A) implementing section 165 of this Act; or
 (B) making specific cross-reference to any 
 regulation of the Board of Governors 
 implementing section 165 of this Act; and
 (2) any asset threshold or other quantitative 
 threshold in such regulations implementing section 165 
 of this Act, or in such regulations making specific 
 cross-reference to any regulation of the Board of 
 Governors implementing section 165 of this Act, the 
 amount of which is not prescribed by statute.
 (b) Modifications Required.--The Board of Governors, the 
Comptroller of the Currency, and the Corporation shall modify 
any such thresholds identified by each review conducted under 
subsection (a) by the ratio, if greater than 1, of the annual 
value of current-dollar United States gross domestic product, 
published by the Department of Commerce, for the calendar year 
preceding the year in which the modification is calculated 
under this section, to the published annual value of such index 
for the calendar year preceding the effective date of such 
threshold, as each respective agency shall determine as 
appropriate for such regulations. In making such determination, 
the Board of Governors, the Comptroller of the Currency, and 
the Corporation shall--
 (1) use the values for current-dollar United States 
 gross domestic product most recently published by the 
 Department of Commerce as of the date of commencement 
 of the review;
 (2) seek to establish, to the extent feasible, 
 uniform thresholds for use by each such agency, taking 
 into account the entities regulated by each such agency 
 and the purposes for which such threshold was 
 established; and
 (3) seek to adjust such thresholds, to the extent 
 feasible, with rounding consistent with section 177(d) 
 of this Act.
 (c) Report.--Upon conclusion of each review required under 
subsection (a), each of the Board of Governors, the Comptroller 
of the Currency, and the Corporation shall transmit a report to 
Congress containing a description of any modification of any 
regulation such agency made pursuant to subsection (b). 

 ---------- 

 ECONOMIC GROWTH, REGULATORY RELIEF, AND 
 CONSUMER PROTECTION ACT 

 * * * * * * *
 
 TITLE IV--TAILORING REGULATIONS FOR CERTAIN BANK 
 HOLDING COMPANIES 

SEC. 401. ENHANCED SUPERVISION AND PRUDENTIAL STANDARDS FOR CERTAIN 
 BANK HOLDING COMPANIES. 

 (a) In General.--Section 165 of the Financial Stability Act 
of 2010 (12 U.S.C. 5365) is amended--
 (1) in subsection (a)--
 (A) in paragraph (1), in the matter preceding 
 subparagraph (A), by striking 
 ``$50,000,000,000'' and inserting 
 ``$250,000,000,000''; and
 (B) in paragraph (2)--
 (i) in subparagraph (A), by striking 
 ``may'' and inserting ``shall'';
 (ii) in subparagraph (B), by striking 
 ``$50,000,000,000'' and inserting ``the 
 applicable threshold''; and
 (iii) by adding at the end the 
 following:
 ``(C) Risks to financial stability and safety 
 and soundness.--The Board of Governors may by 
 order or rule promulgated pursuant to section 
 553 of title 5, United States Code, apply any 
 prudential standard established under this 
 section to any bank holding company or bank 
 holding companies with total consolidated 
 assets equal to or greater than 
 $100,000,000,000 to which the prudential 
 standard does not otherwise apply provided that 
 the Board of Governors--
 ``(i) determines that application of 
 the prudential standard is 
 appropriate--
 ``(I) to prevent or mitigate 
 risks to the financial 
 stability of the United States, 
 as described in paragraph (1); 
 or
 ``(II) to promote the safety 
 and soundness of the bank 
 holding company or bank holding 
 companies; and
 ``(ii) takes into consideration the 
 bank holding company's or bank holding 
 companies' capital structure, 
 riskiness, complexity, financial 
 activities (including financial 
 activities of subsidiaries), size, and 
 any other risk-related factors that the 
 Board of Governors deems 
 appropriate.'';
 (2) in subsection (b)(1)--
 (A) in subparagraph (A)(iv), by striking 
 ``and credit exposure report''; and
 (B) in subparagraph (B)(ii), by inserting ``, 
 including credit exposure reports'' before the 
 semicolon at the end;
 (3) in subsection (d)(2), in the matter preceding 
 subparagraph (A), by striking ``shall'' and inserting 
 ``may'';
 (4) in subsection (h)(2), by striking 
 ``$10,000,000,000'' each place that term appears and 
 inserting ``$50,000,000,000'';
 (5) in subsection (i)--
 (A) in paragraph (1)(B)(i)--
 (i) by striking ``3'' and inserting 
 ``2''; and
 (ii) by striking ``, adverse,''; and
 (B) in paragraph (2)--
 (i) in subparagraph (A)--
 (I) in the first sentence, by 
 striking ``semiannual'' and 
 inserting ``periodic''; and
 (II) in the second sentence--
 (aa) by striking 
 ``$10,000,000,000'' and 
 inserting 
 ``$250,000,000,000''; 
 and
 (bb) by striking 
 ``annual'' and 
 inserting ``periodic''; 
 and
 (ii) in subparagraph (C)(ii)--
 (I) by striking ``3'' and 
 inserting ``2''; and
 (II) by striking ``, 
 adverse,''; and
 (6) in subsection (j)(1), in the first sentence, by 
 striking ``$50,000,000,000'' and inserting 
 ``$250,000,000,000''.
 (b) Rule of Construction.--Nothing in subsection (a) shall be 
construed to limit--
 (1) the authority of the Board of Governors of the 
 Federal Reserve System, in prescribing prudential 
 standards under section 165 of the Financial Stability 
 Act of 2010 (12 U.S.C. 5365) or any other law, to 
 tailor or differentiate among companies on an 
 individual basis or by category, taking into 
 consideration their capital structure, riskiness, 
 complexity, financial activities (including financial 
 activities of their subsidiaries), size, and any other 
 risk-related factors that the Board of Governors deems 
 appropriate; or
 (2) the supervisory, regulatory, or enforcement 
 authority of an appropriate Federal banking agency to 
 further the safe and sound operation of an institution 
 under the supervision of the appropriate Federal 
 banking agency.
 (c) Technical and Conforming Amendments.--
 (1) Financial stability act of 2010.--The Financial 
 Stability Act of 2010 (12 U.S.C. 5311 et seq.) is 
 amended--
 (A) in section 115(a)(2)(B) (12 U.S.C. 
 5325(a)(2)(B)), by striking ``$50,000,000,000'' 
 and inserting ``the applicable threshold'';
 (B) in section 116(a) (12 U.S.C. 5326(a)), in 
 the matter preceding paragraph (1), by striking 
 ``$50,000,000,000'' and inserting 
 ``$250,000,000,000'';
 (C) in section 121(a) (12 U.S.C. 5331(a)), in 
 the matter preceding paragraph (1), by striking 
 ``$50,000,000,000'' and inserting 
 ``$250,000,000,000'';
 (D) in section 155(d) (12 U.S.C. 5345(d)), by 
 striking ``50,000,000,000'' and inserting 
 ``$250,000,000,000'';
 (E) in section 163(b) (12 U.S.C. 5363(b)), by 
 striking ``$50,000,000,000'' each place that 
 term appears and inserting 
 ``$250,000,000,000''; and
 (F) in section 164 (12 U.S.C. 5364), by 
 striking ``$50,000,000,000'' and inserting 
 ``$250,000,000,000''.
 (2) Federal reserve act.--The second subsection (s) 
 (relating to assessments) of section 11 of the Federal 
 Reserve Act (12 U.S.C. 248(s)) is amended--
 (A) in paragraph (2)--
 (i) in subparagraph (A), by striking 
 ``$50,000,000,000'' and inserting 
 ``$100,000,000,000''; and
 (ii) in subparagraph (B), by striking 
 ``$50,000,000,000'' and inserting 
 ``$100,000,000,000''; and
 (B) by adding at the end the following:
 ``(3) Tailoring assessments.--In collecting 
 assessments, fees, or other charges under paragraph (1) 
 from each company described in paragraph (2) with total 
 consolidated assets of between $100,000,000,000 and 
 $250,000,000,000, the Board shall adjust the amount 
 charged to reflect any changes in supervisory and 
 regulatory responsibilities resulting from the Economic 
 Growth, Regulatory Relief, and Consumer Protection Act 
 with respect to each such company.''.
 (d) Effective Date.--
 (1) In general.--Except as provided in paragraph (2), 
 the amendments made by this section shall take effect 
 on the date that is 18 months after the date of 
 enactment of this Act.
 (2) Exception.--Notwithstanding paragraph (1), the 
 amendments made by this section shall take effect on 
 the date of enactment of this Act with respect to any 
 bank holding company with total consolidated assets of 
 less than $100,000,000,000.
 (3) Additional authority.--Before the effective date 
 described in paragraph (1), the Board of Governors of 
 the Federal Reserve System may by order exempt any bank 
 holding company with total consolidated assets of less 
 than $250,000,000,000 from any prudential standard 
 under section 165 of the Financial Stability Act of 
 2010 (12 U.S.C. 5365).
 (4) Rule of construction.--Nothing in this section 
 shall be construed to prohibit the Board of Governors 
 of the Federal Reserve System from issuing an order or 
 rule making under section 165(a)(2)(C) of the Financial 
 Stability Act of 2010 (12 U.S.C. 5365(a)(2)(C)), as 
 added by this section, before the effective date 
 described in paragraph (1).
 (e) Supervisory Stress Test.--Beginning on the effective date 
described in subsection (d)(1), the Board of Governors of the 
Federal Reserve System shall, on a periodic basis, conduct 
supervisory stress tests of bank holding companies with total 
consolidated assets equal to or greater than $100,000,000,000 
and total consolidated assets of less than $250,000,000,000 to 
evaluate whether such bank holding companies have the capital, 
on a total consolidated basis, necessary to absorb losses as a 
result of adverse economic conditions.
 (f) Global Systemically Important Bank Holding Companies.--
Any bank holding company, regardless of asset size, that has 
been identified as a global systemically important BHC under 
section 217.402 of title 12, Code of Federal Regulations, shall 
be considered a bank holding company with total consolidated 
assets equal to or greater than [$250,000,000,000] 
$370,000,000,000 with respect to the application of standards 
or requirements under--
 (1) this section;
 (2) sections 116(a), 121(a), 155(d), 163(b), 164, and 
 165 of the Financial Stability Act of 2010 (12 U.S.C. 
 5326(a), 5331(a), 5345(d), 5363(b), 5364, 5365); and
 (3) paragraph (2)(A) of the second subsection (s) 
 (relating to assessments) of section 11 of the Federal 
 Reserve Act (12 U.S.C. 248(s)(2)).
 (g) Clarification for Foreign Banks.--Nothing in this section 
shall be construed to--
 (1) affect the legal effect of the final rule of the 
 Board of Governors of the Federal Reserve System 
 entitled ``Enhanced Prudential Standards for Bank 
 Holding Companies and Foreign Banking Organizations'' 
 (79 Fed. Reg. 17240 (March 27, 2014)) as applied to 
 foreign banking organizations with total consolidated 
 assets equal to or greater than $100,000,000,000; or
 (2) limit the authority of the Board of Governors of 
 the Federal Reserve System to require the establishment 
 of an intermediate holding company under, implement 
 enhanced prudential standards with respect to, or 
 tailor the regulation of a foreign banking organization 
 with total consolidated assets equal to or greater than 
 $100,000,000,000.

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