12 CFR § 628.21 - Capital bylaw or board resolution to include equities in tier 1 and tier 2 capital.
In order to include otherwise eligible purchased and allocated equities in tier 1 capital and tier 2 capital, the System institution must adopt a capitalization bylaw, or its board of directors must adopt a binding resolution, which resolution must be acknowledged by the board on an annual basis in the capital adequacy plan described in § 615.5200, in which the institution undertakes the following, as applicable:
(a) The institution shall obtain prior FCA approval under § 628.20(f) before:
(1) Redeeming or revolving the equities included in common equity tier 1 (CET1) capital;
(2) Redeeming or calling the equities included in additional tier 1 capital; and
(3) Redeeming, revolving, or calling instruments included in tier 2 capital other than limited life preferred stock or subordinated debt on the maturity date.
(b) The equities shall have a minimum redemption or revolvement period as follows:
(1) 7 years for equities included in CET1 capital, except that the statutory borrower stock described in § 628.20(b)(1)(x) may be redeemed without a minimum holding period and that equities designated as unallocated retained earnings (URE) equivalents cannot be revolved without submitting a written request to the FCA for prior approval;
(2) a minimum no-call, repurchase, or redemption period of 5 years for additional tier 1 capital; and
(3) a minimum no-call, repurchase, redemption, or revolvement period of 5 years for tier 2 capital.
(c) The institution shall submit to FCA a written request for prior approval before:
(1) Redesignating URE equivalents as equities that the institution may exercise its discretion to redeem other than upon dissolution or liquidation;
(2) Removing equities or other instruments from CET1, additional tier 1, or tier 2 capital other than through repurchase, cancellation, redemption or revolvement; and
(3) Redesignating equities included in one component of regulatory capital (CET1 capital, additional tier 1 capital, or tier 2 capital) for inclusion in another component of regulatory capital.
(d) The institution shall not exercise its discretion to revolve URE equivalents except upon dissolution or liquidation and shall not offset URE equivalents against a loan in default except as required under final order of a court of competent jurisdiction or if required under § 615.5290 in connection with a restructuring under part 617 of this chapter.
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