(a) Director means a person who serves on the board of directors of a regulated institution, except that this term does not include an advisory director who:

1. (1) Is not elected by the shareholders of the regulated institution;
2. (2) Is not authorized to vote on any matters before the board of directors or any committee thereof;
3. (3) Solely provides general policy advice to the board of directors and any committee thereof; and
4. (4) Has not been identified by the Board or Reserve Bank as a person who performs the functions of a director for purposes of this subpart.

(d) Troubled condition for a regulated institution means an institution that:

1. (1) Has a composite rating, as determined in its most recent report of examination or inspection, of 4 or 5 under the Uniform Financial Institutions Rating System or under the Federal Reserve Bank Holding Company Rating System;
2. (2) Is subject to a cease-and-desist order or formal written agreement that requires action to improve the financial condition of the institution, unless otherwise informed in writing by the Board or Reserve Bank; or
3. (3) Is informed in writing by the Board or Reserve Bank that it is in troubled condition for purposes of the requirements of this subpart on the basis of the institution's most recent report of condition or report of examination or inspection, or other information available to the Board or Reserve Bank.