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[House Report 115-937]
[From the U.S. Government Publishing Office]

115th Congress    }                                    {       Report
                        HOUSE OF REPRESENTATIVES
 2d Session       }                                    {      115-937

======================================================================

 
              STATE INSURANCE REGULATION PRESERVATION ACT

                                _______
                                

 September 12, 2018.--Committed to the Committee of the Whole House on 
            the State of the Union and ordered to be printed

                                _______
                                

Mr. Hensarling, from the Committee on Financial Services, submitted the 
                               following

                              R E P O R T

                        [To accompany H.R. 5059]

    The Committee on Financial Services, to whom was referred 
the bill (H.R. 5059) to amend the Home Owners' Loan Act with 
respect to the registration and supervision of insurance 
savings and loan holding companies, and for other purposes, 
having considered the same, report favorably thereon with an 
amendment and recommend that the bill as amended do pass.
    The amendment is as follows:
  Strike all after the enacting clause and insert the 
following:

SECTION 1. SHORT TITLE.

  This Act may be cited as the ``State Insurance Regulation 
Preservation Act''.

SEC. 2. SUPERVISION OF INSURANCE SAVINGS AND LOAN HOLDING COMPANIES.

  (a) Definitions.--Section 10(a)(1) of the Home Owners' Loan Act (12 
U.S.C. 1467a(a)(1)) is amended by inserting at the end the following:
                  ``(K) Business of insurance.--The term `business of 
                insurance' means any activity that is regulated in 
                accordance with the relevant State insurance law, 
                including the writing of insurance and the reinsuring 
                of risks.
                  ``(L) Insurance savings and loan holding company.--
                The term `insurance savings and loan holding company' 
                means--
                          ``(i) a savings and loan holding company with 
                        75 percent or more of its total consolidated 
                        assets in an insurance underwriting company (or 
                        insurance underwriting companies), other than 
                        assets associated with insurance for credit 
                        risk, during the 4 most recent consecutive 
                        quarters, as calculated in accordance with 
                        Generally Accepted Accounting Principles or the 
                        Statutory Accounting Principles in accordance 
                        with State law;
                          ``(ii) a company that--
                                  ``(I) was a savings and loan holding 
                                company as of July 21, 2010, and 
                                through date of enactment of this 
                                clause; and
                                  ``(II) was not subject to the Basel 
                                III capital regulation promulgated by 
                                the Board of Governors of the Federal 
                                Reserve System and the Comptroller of 
                                the Currency on October 11, 2013 (78 
                                Fed. Reg. 62018), because the savings 
                                and loan holding company held 25 
                                percent or more of its total 
                                consolidated assets in subsidiaries 
                                that are insurance underwriting 
                                companies (other than assets associated 
                                with insurance for credit risk); or
                          ``(iii) a top-tier savings and loan holding 
                        company that--
                                  ``(I) was registered as a savings and 
                                loan holding company before July 21, 
                                2010; and
                                  ``(II) is a New York not-for-profit 
                                corporation formed for the purpose of 
                                holding the stock of a New York 
                                insurance company.
                  ``(M) Insurance underwriting company.--The term 
                `insurance underwriting company' means an entity that 
                is subject to regulation by a State insurance 
                authority.
                  ``(N) State insurance authority.--The term `State 
                insurance authority' means the chief insurance 
                regulatory authority of a State.
                  ``(O) Top-tier savings and loan holding company.--The 
                term `top-tier savings and loan holding company' means 
                the ultimate parent company in a savings and loan 
                holding company structure.''.
  (b) Registration.--Section 10(b)(1) of the Home Owners' Loan Act (12 
U.S.C. 1467a(b)(1)) is amended by inserting at the end the following 
new sentence: ``A savings and loan holding company that is an insurance 
savings and loan holding company shall register as an insurance savings 
and loan holding company.''.
  (c) Reports.--Section 10(b)(2) of the Home Owners' Loan Act (12 
U.S.C. 1467a(b)(2)) is amended by adding at the end the following new 
subparagraph:
                  ``(D) Insurance savings and loan holding companies.--
                The Board, to the fullest extent possible, shall 
                request reports and other information filed by 
                insurance savings and loan holding companies with other 
                Federal or State authorities from such other 
                authorities before requesting such reports or 
                information from insurance savings and loan holding 
                companies.''.
  (d) Books and Records.--Section 10(b)(3) of the Home Owners' Loan Act 
(12 U.S.C. 1467a(b)(3)) is amended--
          (1) by striking ``Each'' and inserting the following:
                  ``(A) In general.--Each''; and
          (2) by inserting at the end the following new subparagraph:
                  ``(B) Insurance savings and loan holding companies.--
                The Board, to the fullest extent possible, shall align 
                any prescribed recordkeeping requirements for insurance 
                savings and loan holding companies with the 
                recordkeeping requirements imposed by State insurance 
                authorities.''.
  (e) Examinations.--Section 10(b)(4)(C) of the Home Owners' Loan Act 
(12 U.S.C.1467a(b)(4)(C)) is amended--
          (1) in clause (i), by striking the word ``and'' at the end;
          (2) in clause (ii), by striking the period at the end and 
        inserting ``; and''; and
          (3) by adding at the end the following new clause:
                          ``(iii) Insurance savings and loan holding 
                        companies.--
                                  ``(I) Coordination.--The Board, to 
                                the fullest extent possible, shall 
                                conduct examinations of insurance 
                                savings and loan holding companies in 
                                conjunction with other State and 
                                Federal authorities in order to 
                                minimize the potential for duplication 
                                and conflict between the inspections 
                                conducted by the Board and the 
                                examinations conducted by other State 
                                and Federal authorities.
                                  ``(II) Scope and frequency.--
                                Following public notice and comment, 
                                the Board shall establish a schedule 
                                for the frequency and the scope of 
                                examinations of insurance savings and 
                                loan holding companies that is 
                                consistent with the supervisory 
                                framework required by paragraph (7).''.
  (f) Supervision.--Section 10(b) of the Home Owners' Loan Act (12 
U.S.C. 1467a(b)) is amended by inserting at the end the following new 
paragraph:
          ``(7) Insurance savings and loan holding companies.--
                  ``(A) Tailored supervision.--The Board, by rule, 
                shall establish a supervisory framework for insurance 
                savings and loan holding companies that--
                          ``(i) is tailored to the unique risks, 
                        operations, and activities of insurance savings 
                        and loan holding companies; and
                          ``(ii) to the fullest extent possible, and 
                        consistent with the safe and sound operation of 
                        insurance savings and loan holding companies, 
                        does not unnecessarily duplicate the 
                        supervision of insurance underwriting companies 
                        by State insurance authorities.
                  ``(B) Review of supervisory guidance.--Following 
                public notice and comment, the Board shall review and 
                revise supervisory policy letters and guidance 
                applicable to insurance savings and loan holding 
                companies to ensure that such letters and guidance are 
                not inconsistent with the supervisory framework 
                required by this paragraph.''.

SEC. 3. ASSESSMENTS AND FEES FOR INSURANCE SAVINGS AND LOAN HOLDING 
                    COMPANIES.

  Section 11(s) of the Federal Reserve Act (12 U.S.C. 248(s)), which 
relates to assessments and fees, is amended by inserting at the end the 
following new paragraph:
          ``(4) Excluded assets.--For purposes of paragraph (2)(B), the 
        total consolidated assets of an insurance savings and loan 
        holding company, as defined in section 10(a)(1)(L) of the Home 
        Owners' Loan Act (12 U.S.C. 1467a(a)(1)(L)), shall not include 
        assets attributable to the business of insurance conducted by 
        such company or any affiliate of such company, other than 
        assets associated with insurance for credit risk.''.

SEC. 4. IMPLEMENTATION.

  (a) Implementation of Supervisory Framework.--The Board shall 
establish the supervisory framework required by section 10(b)(7) of the 
Home Owners' Loan Act (12 U.S.C. 1467a(b)(7)), as added by this Act, 
within 24 months of the date of enactment of this Act.
  (b) Review of Supervisory Guidance.--The Board shall complete the 
review of supervisory policy letters and policy guidance required by 
section 10(b)(7) of the Home Owners' Loan Act (12 U.S.C. 1467a(b)(7)), 
as added by this Act, within 30 months of the date of enactment of this 
Act.
  (c) Report to Congress.--The Board, no later than 36 months after the 
date of enactment of this Act, shall submit a report to the Committee 
on Banking, Housing, and Urban Affairs of the Senate and the Committee 
on Financial Services of the House of Representatives on the 
implementation of this Act.
  (d) Board Defined.--As used in this section, the term ``Board'' means 
the Board of Governors of the Federal Reserve System.

SEC. 5. RELATIONSHIP TO OTHER LAWS.

  This Act and the amendments made by this Act shall not limit any 
authority over insurance savings and loan holding companies (as defined 
under section 10(a)(1) of the Home Owners' Loan Act) that is provided 
by a Federal law other than this Act.

                          Purpose and Summary

    On February 15, 2018, Rep. Keith Rothfus introduced H.R. 
5059, the ``State Insurance Regulatory Preservation Act'', 
which amends the Home Owners' Loan Act (Pub. L. No. 73-43) to 
create a definition for Insurance Savings and Loan Holding 
Companies (ISLHCs). The legislation would establish a 
regulatory framework that tailors an examination regime for 
these ISLHCs and limits the Board of Governors of the Federal 
Reserve System's (Federal Reserve) oversight of such companies 
so as not to duplicate the examinations of other Federal or 
state authorities.

                  Background and Need for Legislation

    The goal of H.R. 5059 is to create a definition for 
Insurance Savings and Loan Holding Companies (ISLHCs) that 
establishes a regulatory framework that tailors an examination 
regime for these ISLHCs and limits the Federal Reserve's 
oversight of such companies so as not to duplicate the 
examinations of other Federal or state authorities.
    ISLHCs are insurance companies that operate savings and 
loan associations (S&Ls), also known as thrifts. Many ISLHCs 
use their thrift subsidiaries to provide a more extensive suite 
of products to their customers.
    Despite the fact that the Dodd-Frank Wall Street Reform and 
Consumer Protection Act (Pub. L. No. 111-203) (herein referred 
as the ``Dodd-Frank Act'') reaffirmed the state-based model of 
insurance regulation, the bill also brought ISLHCs under the 
Federal Reserve's supervision for the first time. In Title III 
of the Dodd-Frank Act, the Federal Reserve was given all 
supervisory and rulemaking authority over insurance companies 
that are organized as ISLHCs, which continue to own depository 
institutions. Several insurers divested their banking 
operations and their SLHC charters after the enactment of the 
Dodd-Frank Act.
    The Federal Reserve's power as the default ISLHC regulator 
spans the entire holding company structure including any 
subsidiary (insurance and non-insurance subsidiaries alike), 
other than a depository institution, which is regulated by the 
Office of the Comptroller of the Currency (OCC). The Dodd-Frank 
Act established the Federal Reserve as the ISLHC's consolidated 
prudential regulator and day-to-day supervisor with the power 
to set capital standards and other prudential requirements, 
such as administering stress tests. Federal Reserve supervision 
is in addition to the business of insurance regulation by the 
state insurance commissioners and regulation of thrift 
subsidiaries by the OCC. However, according to the testimony 
received from Kurt Bock from COUNTRY Financial, ``the Federal 
Reserve has continuously strived to fit insurance groups with 
depository institutions into its bank holding company 
regulatory system'' and the Federal Reserve has had ``to 
consider how to balance the conflicting pressures of banking 
regulation--focused on macro-economic stability, holding 
company source of strength for depositors and federal deposit 
insurance fund protection--with a completely different 
insurance business model that does not contribute to systemic 
risk and is focused on legal entity regulation for consumer 
protection.''
    H.R. 5059 follows on legislation enacted into law during 
the 113th Congress, the ``Insurance Capital Standards 
Clarification Act of 2014'' (Pub. L. No. 113-279), which 
provides that, in establishing the minimum leverage and risk-
based capital requirements mandated by Section 171 of the Dodd-
Frank Act, the Federal Reserve is not required to include 
(including in any determination of consolidation) entities 
regulated by a state or foreign insurance regulator to the 
extent such entities act in their capacity as regulated 
insurance entities.
    The Federal Reserve's supervision of ISLHCs should 
complement, rather than supplant, state regulation. 
Unfortunately, the Dodd-Frank Act's lack of clarity about the 
Federal Reserve's authority has led to regulatory inefficiency, 
duplication of effort, and higher compliance costs. H.R. 5059 
ensures that ISLHCs that meet both state and federal capital 
standards are supervised day-to-day by their state regulators 
by right-sizing federal regulation of savings and loan holding 
companies with insurance entities. As Nationwide noted at the 
March 7, 2018, Subcommittee hearing to consider the legislation 
that the Federal Reserve ``has not appropriately tailored its 
supervisory framework for these institutions to account for the 
fact that they are already subject to extensive group-wide 
supervision by the state insurance departments.''
    H.R. 5059 also clarifies that state regulators should 
assume the lead on the day-to-day supervision of these 
insurance companies. The OCC will retain supervisory authority 
over thrift subsidiaries. The Federal Reserve will retain 
authority to tailor the supervision of ISLHCs to the unique 
risks, operations, and activities of companies and to ensure 
that, consistent with safety and soundness, the supervision of 
ISLHCs does not unnecessarily duplicate or conflict with the 
supervision of such companies by State insurance authorities.
    H.R. 5059 provides for a complementary relationship between 
insurance companies, their state regulators, the OCC, and the 
Federal Reserve, which would reduce regulatory inefficiency, 
duplication of effort, and unnecessarily higher compliance 
costs by utilizing proven effective state-based insurance 
regulation.

                                Hearings

    The Committee on Financial Services, Housing and Insurance 
Subcommittee, held a hearing examining matters relating to H.R. 
5059 on March 7, 2018.

                        Committee Consideration

    The Committee on Financial Services met in open session on 
July 24, 2018, and ordered H.R. 5059 to be reported favorably 
to the House as amended by voice vote, a quorum being present. 
Before the motion to report was offered, the Committee adopted 
an amendment in the nature of a substitute offered by Mr. 
Rothfus by voice vote.

                            Committee Votes

    Clause 3(b) of rule XIII of the Rules of the House of 
Representatives requires the Committee to list the record votes 
on the motion to report legislation and amendments thereto. 
There are no record votes.

                      Committee Oversight Findings

    Pursuant to clause 3(c)(1) of rule XIII of the Rules of the 
House of Representatives, the findings and recommendations of 
the Committee based on oversight activities under clause 
2(b)(1) of rule X of the Rules of the House of Representatives, 
are incorporated in the descriptive portions of this report.

                    Performance Goals and Objectives

    With respect to clause 3(c)(4) of rule XIII of the Rules of 
the House of Representatives, the Committee advises that the 
bill contains no measure that authorizes funding, so no 
statement of general performance goals and objectives for which 
any measure authorizes funding is required.

   New Budget Authority, Entitlement Authority, and Tax Expenditures

    The Committee has not received an estimate of new budget 
authority contained in the cost estimate prepared by the 
Director of the Congressional Budget Office pursuant to Sec. 
402 of the Congressional Budget Act of 1974. In compliance with 
clause 3(c)(2) of rule XIII of the Rules of the House, the 
Committee opines that H.R. 5059 will not establish any new 
budget or entitlement authority or create any tax expenditures.

                 Congressional Budget Office Estimates

    The cost estimate prepared by the Director of the 
Congressional Budget Office pursuant to Sec. 402 of the 
Congressional Budget Act of 1974 was not submitted timely to 
the Committee.

                       Federal Mandates Statement

    This information is provided in accordance with section 423 
of the Unfunded Mandates Reform Act of 1995.
    The Committee has determined that the bill does not contain 
Federal mandates on the private sector. The Committee has 
determined that the bill does not impose a Federal 
intergovernmental mandate on State, local, or tribal 
governments.

                      Advisory Committee Statement

    No advisory committees within the meaning of section 5(b) 
of the Federal Advisory Committee Act were created by this 
legislation.

                  Applicability to Legislative Branch

    The Committee finds that the legislation does not relate to 
the terms and conditions of employment or access to public 
services or accommodations within the meaning of the section 
102(b)(3) of the Congressional Accountability Act.

                         Earmark Identification

    With respect to clause 9 of rule XXI of the Rules of the 
House of Representatives, the Committee has carefully reviewed 
the provisions of the bill and states that the provisions of 
the bill do not contain any congressional earmarks, limited tax 
benefits, or limited tariff benefits within the meaning of the 
rule.

                    Duplication Of Federal Programs

    In compliance with clause 3(c)(5) of rule XIII of the Rules 
of the House of Representatives, the Committee states that no 
provision of the bill establishes or reauthorizes: (1) a 
program of the Federal Government known to be duplicative of 
another Federal program; (2) a program included in any report 
from the Government Accountability Office to Congress pursuant 
to section 21 of Public Law 111-139; or (3) a program related 
to a program identified in the most recent Catalog of Federal 
Domestic Assistance, published pursuant to the Federal Program 
Information Act (Pub. L. No. 95-220, as amended by Pub. L. No. 
98-169).

                   Disclosure of Directed Rulemaking

    Pursuant to section 3(i) of H. Res. 5, (115th Congress), 
the following statement is made concerning directed rule 
makings: The Committee estimates that the bill requires no 
directed rule makings within the meaning of such section.
    However, in issuing any regulation, order, or supervisory 
guidance applicable to an insurance savings and loan holding 
company, including a regulation, order, or guidance related to 
capital, stress testing, and cybersecurity, the legislation 
requires the Board of Governors of the Federal Reserve System 
to tailor such regulation, order, or guidance to the risks and 
activities of the business of insurance and shall consult with 
State insurance authorities to ensure that the regulation, 
order, or guidance does not duplicate or conflict with State 
insurance requirements.

             Section-by-Section Analysis of the Legislation

Section 1. Short title

    This section titles the bill as the ``State Insurance 
Regulatory Preservation Act.''

Section 2. Supervision of insurance savings and loan holding companies

    Section 2 amends section 10 of HOLA to provide for the 
registration of insurance savings and loan holding companies 
and for the tailoring of the supervision of such companies in 
order to minimize the potential for overlap and conflict with 
the supervision of such companies by State insurance 
authorities.
    Subsection (a) amends section 10 of HOLA to insert several 
new definitions in HOLA related to the provisions of the State 
Insurance Regulation Preservation Act. These definitions 
include: (1) a definition of the ``business of insurance,'' 
that reflects input from the Federal Reserve Board; (2) a 
definition of an ``insurance savings and loan holding 
company,'' which identifies the savings and loan holding 
companies subject to the provisions of the State Insurance 
Regulation Preservation Act; (3) a definition of an ``insurance 
underwriting company;'' (4) a definition of the term ``State 
insurance authority;'' and (5) a definition of the term ``top-
tier savings and loan holding company.''
    Subsection (b) amends section 10 of HOLA to require a 
savings and loan holding company that meets the definition of 
an insurance savings and loan holding company to register with 
the Federal Reserve Board as an insurance savings and loan 
holding company.
    Subsection (c) amends section 10 of HOLA to modify 
reporting requirements for a savings and loan holding company 
that is registered as an insurance savings and loan holding 
company. The subsection provides that in the event an insurance 
savings and loan holding company has filed a report or other 
information with another Federal or State authority, the 
Federal Reserve Board must request that report or information 
from the other authority before requesting the report of 
information from the company.
    Subsection (d) amends section 10 of HOLA to require that 
any recordkeeping requirements imposed by the Federal Reserve 
Board on a savings and loan holding company that is registered 
as an insurance savings and loan holding company must be 
aligned with the recordkeeping requirements imposed on the 
company by State insurance authorities. This provision avoids a 
potential conflict between recordkeeping requirements imposed 
by the Board on an insurance savings and loan holding company 
and those imposed by a State insurance authority.
    Subsection (e) amends section 10 of HOLA to require that 
examinations of registered insurance savings and loan holding 
companies that are conducted by the Federal Reserve Board be 
conducted, to the fullest extent possible, in conjunction with 
other State and federal authorities. This provision is intended 
to minimize the potential for duplication and conflict in 
examinations of insurance savings and loan holding companies. 
The subsection also requires the Federal Reserve Board to 
establish a schedule for conducting examinations of insurance 
savings and loan holding companies that is tailored to the 
unique risks, operations, and activities of registered 
insurance savings and loan holding companies and that does not 
duplicate or conflict with the supervision of such companies by 
State insurance authorities.
    Subsection (f) amends section 10 of HOLA to require the 
Federal Reserve Board to tailor the supervision of registered 
insurance savings and loan holding companies to the unique 
risks, operations, and activities of companies and to ensure 
that, consistent with safety and soundness, the supervision of 
registered insurance savings and loan holding companies does 
not unnecessarily duplicate or conflict with the supervision of 
such companies by State insurance authorities. This subsection 
also directs the Federal Reserve Board to review existing 
supervisory guidance applicable to insurance savings and loan 
holding companies and ensure that such guidance is 
appropriately tailored to the unique risks, operations, and 
activities of companies and does not duplicate or conflict with 
the supervision of such companies by State insurance 
authorities.

Section 3. Assessments and fees for insurance savings and loan holding 
        companies

    Section 3 amends section 11 of the Federal Reserve Act 
(Pub. L. No. 63-43) to address the methodology for calculating 
the assessments the Federal Reserve Board charges an insurance 
savings and loan holding company for supervision. The 
subsection provides that the assessment be based upon the 
company's non-insurance assets, since the company's insurance 
assets are otherwise subject to supervision by State insurance 
authorities.

Section 4. State regulation of the business of insurance

    Section 4 reaffirms federal policy granting States primary 
authority over the business of insurance that was established 
in the McCarran-Ferguson Act of 1945 (Pub. L. No. 79-15).

Section 5. Implementation

    Section 5 establishes a schedule for implementing the 
provisions of the State Insurance Regulation Preservation Act.
    Subsection (a) directs the Federal Reserve Board to 
implement the tailored supervision of insurance savings and 
loan holding companies within 24 months of the date of 
enactment of the State Insurance Regulation Preservation Act.
    Subsection (b) directs the Federal Reserve Board to 
complete the review of supervisory guidance applicable to 
insurance savings and loan holding companies within 30 months 
of the date of enactment.
    Subsection (c) directs the Federal Reserve Board to report 
to Congress on the implementation of the State Insurance 
Regulation Preservation Act within 36 months of the date of 
enactment.
    Subsection (d) provides that the term ``Board'', as it is 
used in the subsection means the Board of Governors of the 
Federal Reserve System.

Section 6. Relationship to other laws

    Section 6 stipulates that the Act does not limit any 
authority over insurance savings and loan holding companies 
that is provided by federal law other than the Act.

         Changes in Existing Law Made by the Bill, as Reported

    In compliance with clause 3(e) of rule XIII of the Rules of 
the House of Representatives, 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 italic, and existing law in which no 
change is proposed is shown in roman):

         Changes in Existing Law Made by the Bill, as Reported

  In compliance with clause 3(e) of rule XIII of the Rules of 
the House of Representatives, 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 italic, and existing law in which no 
change is proposed is shown in roman):

                         HOME OWNERS' LOAN ACT

           *       *       *       *       *       *       *
SEC. 10. REGULATION OF HOLDING COMPANIES.

  (a) Definitions.--
          (1) In general.--As used in this section, unless the 
        context otherwise requires--
                  (A) Savings association.--The term ``savings 
                association'' includes a savings bank or 
                cooperative bank which is deemed by the 
                appropriate Federal banking agency to be a 
                savings association under subsection (l).
                  (B) Uninsured institution.--The term 
                ``uninsured institution'' means any depository 
                institution the deposits of which are not 
                insured by the Federal Deposit Insurance 
                Corporation.
                  (C) Company.--The term ``company'' means any 
                corporation, partnership, trust, joint-stock 
                company, or similar organization, but does not 
                include the Federal Deposit Insurance 
                Corporation, the Resolution Trust Corporation, 
                any Federal home loan bank, or any company the 
                majority of the shares of which is owned by the 
                United States or any State, or by an 
                instrumentality of the United States or any 
                State.
                  (D) Savings and loan holding company.--
                          (i) In general.--Except as provided 
                        in clause (ii), the term ``savings and 
                        loan holding company'' means any 
                        company that directly or indirectly 
                        controls a savings association or that 
                        controls any other company that is a 
                        savings and loan holding company.
                          (ii) Exclusion.--The term ``savings 
                        and loan holding company'' does not 
                        include--
                                  (I) a bank holding company 
                                that is registered under, and 
                                subject to, the Bank Holding 
                                Company Act of 1956 (12 U.S.C. 
                                1841 et seq.), or to any 
                                company directly or indirectly 
                                controlled by such company 
                                (other than a savings 
                                association);
                                  (II) a company that controls 
                                a savings association that 
                                functions solely in a trust or 
                                fiduciary capacity as described 
                                in section 2(c)(2)(D) of the 
                                Bank Holding Company Act of 
                                1956 (12 U.S.C. 1841(c)(2)(D)); 
                                or
                                  (III) a company described in 
                                subsection (c)(9)(C) solely by 
                                virtue of such company's 
                                control of an intermediate 
                                holding company established 
                                pursuant to section 10A.
                  (E) Multiple savings and loan holding 
                company.--The term ``multiple savings and loan 
                holding company'' means any savings and loan 
                holding company which directly or indirectly 
                controls 2 or more savings associations.
                  (F) Diversified savings and loan holding 
                company.--The term ``diversified savings and 
                loan holding company'' means any savings and 
                loan holding company whose subsidiary savings 
                association and related activities as permitted 
                under paragraph (2) of subsection (c) of this 
                section represented, on either an actual or a 
                pro forma basis, less than 50 percent of its 
                consolidated net worth at the close of its 
                preceding fiscal year and of its consolidated 
                net earnings for such fiscal year, as 
                determined in accordance with regulations 
                issued by the appropriate Federal banking 
                agency.
                  (G) Subsidiary.--The term ``subsidiary'' has 
                the same meaning as in section 3 of the Federal 
                Deposit Insurance Act.
                  (H) Affiliate.--The term ``affiliate'' of a 
                savings association means any person which 
                controls, is controlled by, or is under common 
                control with, such savings association.
                  (I) Bank holding company.--The terms ``bank 
                holding company'' and ``bank'' have the 
                meanings given to such terms in section 2 of 
                the Bank Holding Company Act of 1956.
                  (J) Acquire.--The term ``acquire'' has the 
                meaning given to such term in section 13(f)(8) 
                of the Federal Deposit Insurance Act.
                  (K) Business of insurance.--The term 
                ``business of insurance'' means any activity 
                that is regulated in accordance with the 
                relevant State insurance law, including the 
                writing of insurance and the reinsuring of 
                risks.
                  (L) Insurance savings and loan holding 
                company.--The term ``insurance savings and loan 
                holding company'' means--
                          (i) a savings and loan holding 
                        company with 75 percent or more of its 
                        total consolidated assets in an 
                        insurance underwriting company (or 
                        insurance underwriting companies), 
                        other than assets associated with 
                        insurance for credit risk, during the 4 
                        most recent consecutive quarters, as 
                        calculated in accordance with Generally 
                        Accepted Accounting Principles or the 
                        Statutory Accounting Principles in 
                        accordance with State law;
                          (ii) a company that--
                                  (I) was a savings and loan 
                                holding company as of July 21, 
                                2010, and through date of 
                                enactment of this clause; and
                                  (II) was not subject to the 
                                Basel III capital regulation 
                                promulgated by the Board of 
                                Governors of the Federal 
                                Reserve System and the 
                                Comptroller of the Currency on 
                                October 11, 2013 (78 Fed. Reg. 
                                62018), because the savings and 
                                loan holding company held 25 
                                percent or more of its total 
                                consolidated assets in 
                                subsidiaries that are insurance 
                                underwriting companies (other 
                                than assets associated with 
                                insurance for credit risk); or
                          (iii) a top-tier savings and loan 
                        holding company that--
                                  (I) was registered as a 
                                savings and loan holding 
                                company before July 21, 2010; 
                                and
                                  (II) is a New York not-for-
                                profit corporation formed for 
                                the purpose of holding the 
                                stock of a New York insurance 
                                company.
                  (M) Insurance underwriting company.--The term 
                ``insurance underwriting company'' means an 
                entity that is subject to regulation by a State 
                insurance authority.
                  (N) State insurance authority.--The term 
                ``State insurance authority'' means the chief 
                insurance regulatory authority of a State.
                  (O) Top-tier savings and loan holding 
                company.--The term ``top-tier savings and loan 
                holding company'' means the ultimate parent 
                company in a savings and loan holding company 
                structure.
          (2) Control.--For purposes of this section, a person 
        shall be deemed to have control of--
                  (A) a savings association if the person 
                directly or indirectly or acting in concert 
                with one or more other persons, or through one 
                or more subsidiaries, owns, controls, or holds 
                with power to vote, or holds proxies 
                representing, more than 25 percent of the 
                voting shares of such savings association, or 
                controls in any manner the election of a 
                majority of the directors of such association;
                  (B) any other company if the person directly 
                or indirectly or acting in concert with one or 
                more other persons, or through one or more 
                subsidiaries, owns, controls, or holds with 
                power to vote, or holds proxies representing, 
                more than 25 percent of the voting shares or 
                rights of such other company, or controls in 
                any manner the election or appointment of a 
                majority of the directors or trustees of such 
                other company, or is a general partner in or 
                has contributed more than 25 percent of the 
                capital of such other company;
                  (C) a trust if the person is a trustee 
                thereof; or
                  (D) a savings association or any other 
                company if the Board determines, after 
                reasonable notice and opportunity for hearing, 
                that such person directly or indirectly 
                exercises a controlling influence over the 
                management or policies of such association or 
                other company.
          (3) Exclusions.--Notwithstanding any other provision 
        of this subsection, the term ``savings and loan holding 
        company'' does not include--
                  (A) any company by virtue of its ownership or 
                control of voting shares of a savings 
                association or a savings and loan holding 
                company acquired in connection with the 
                underwriting of securities if such shares are 
                held only for such period of time (not 
                exceeding 120 days unless extended by the 
                Board) as will permit the sale thereof on a 
                reasonable basis; and
                  (B) any trust (other than a pension, profit-
                sharing, shareholders', voting, or business 
                trust) which controls a savings association or 
                a savings and loan holding company if such 
                trust by its terms must terminate within 25 
                years or not later than 21 years and 10 months 
                after the death of individuals living on the 
                effective date of the trust, and is (i) in 
                existence on June 26, 1967, or (ii) a 
                testamentary trust created on or after June 26, 
                1967.
          (4) Special rule relating to qualified stock 
        issuance.--No savings and loan holding company shall be 
        deemed to control a savings association solely by 
        reason of the purchase by such savings and loan holding 
        company of shares issued by such savings association, 
        or issued by any savings and loan holding company 
        (other than a bank holding company) which controls such 
        savings association, in connection with a qualified 
        stock issuance if such purchase is approved by the 
        Board under subsection (q)(1)(D), unless the acquiring 
        savings and loan holding company, directly or 
        indirectly, or acting in concert with 1 or more other 
        persons, or through 1 or more subsidiaries, owns, 
        controls, or holds with power to vote, or holds proxies 
        representing, more than 15 percent of the voting shares 
        of such savings association or holding company.
  (b) Registration and Examination.--
          (1) In general.--Within 90 days after becoming a 
        savings and loan holding company, each savings and loan 
        holding company shall register with the Board on forms 
        prescribed by the Board, which shall include such 
        information, under oath or otherwise, with respect to 
        the financial condition, ownership, operations, 
        management, and intercompany relationships of such 
        holding company and its subsidiaries, and related 
        matters, as the Board may deem necessary or appropriate 
        to carry out the purposes of this section. Upon 
        application, the Board may extend the time within which 
        a savings and loan holding company shall register and 
        file the requisite information. A savings and loan 
        holding company that is an insurance savings and loan 
        holding company shall register as an insurance savings 
        and loan holding company.
          (2) Reports.--
                  (A) In general.--Each savings and loan 
                holding company and each subsidiary thereof, 
                other than a savings association, shall file 
                with the Board, such reports as may be required 
                by the Board. Such reports shall be made under 
                oath or otherwise, and shall be in such form 
                and for such periods, as the Board may 
                prescribe. Each report shall contain such 
                information concerning the operations of such 
                savings and loan holding company and its 
                subsidiaries as the Board may require.
                  (B) Use of existing reports and other 
                supervisory information.--The Board shall, to 
                the fullest extent possible, use--
                          (i) reports and other supervisory 
                        information that the savings and loan 
                        holding company or any subsidiary 
                        thereof has been required to provide to 
                        other Federal or State regulatory 
                        agencies;
                          (ii) externally audited financial 
                        statements of the savings and loan 
                        holding company or subsidiary;
                          (iii) information that is otherwise 
                        available from Federal or State 
                        regulatory agencies; and
                          (iv) information that is otherwise 
                        required to be reported publicly.
                  (C) Availability.--Upon the request of the 
                Board, a savings and loan holding company or a 
                subsidiary of a savings and loan holding 
                company shall promptly provide to the Board any 
                information described in clauses (i) through 
                (iii) of subparagraph (B).
                  (D) Insurance savings and loan holding 
                companies.--The Board, to the fullest extent 
                possible, shall request reports and other 
                information filed by insurance savings and loan 
                holding companies with other Federal or State 
                authorities from such other authorities before 
                requesting such reports or information from 
                insurance savings and loan holding companies.
          (3) Books and records.--[Each]
                  (A) In general._Each  savings and loan 
                holding company shall maintain such books and 
                records as may be prescribed by the Board.
                  (B) Insurance savings and loan holding 
                companies.--The Board, to the fullest extent 
                possible, shall align any prescribed 
                recordkeeping requirements for insurance 
                savings and loan holding companies with the 
                recordkeeping requirements imposed by State 
                insurance authorities.
          (4) Examinations.--
                  (A) In general.--Subject to subtitle B of the 
                Consumer Financial Protection Act of 2010, the 
                Board may make examinations of a savings and 
                loan holding company and each subsidiary of a 
                savings and loan holding company system, in 
                order to--
                          (i) inform the Board of--
                                  (I) the nature of the 
                                operations and financial 
                                condition of the savings and 
                                loan holding company and the 
                                subsidiary;
                                  (II) the financial, 
                                operational, and other risks 
                                within the savings and loan 
                                holding company system that may 
                                pose a threat to--
                                          (aa) the safety and 
                                        soundness of the 
                                        savings and loan 
                                        holding company or of 
                                        any depository 
                                        institution subsidiary 
                                        of the savings and loan 
                                        holding company; or
                                          (bb) the stability of 
                                        the financial system of 
                                        the United States; and
                                  (III) the systems of the 
                                savings and loan holding 
                                company for monitoring and 
                                controlling the risks described 
                                in subclause (II); and
                          (ii) monitor the compliance of the 
                        savings and loan holding company and 
                        the subsidiary with--
                                  (I) this Act;
                                  (II) Federal laws that the 
                                Board has specific jurisdiction 
                                to enforce against the company 
                                or subsidiary; and
                                  (III) other than in the case 
                                of an insured depository 
                                institution or functionally 
                                regulated subsidiary, any other 
                                applicable provisions of 
                                Federal law.
                  (B) Use of reports to reduce examinations.--
                For purposes of this subsection, the Board 
                shall, to the fullest extent possible, rely 
                on--
                          (i) the examination reports made by 
                        other Federal or State regulatory 
                        agencies relating to a savings and loan 
                        holding company and any subsidiary; and
                          (ii) the reports and other 
                        information required under paragraph 
                        (2).
                  (C) Coordination with other regulators.--The 
                Board shall--
                          (i) provide reasonable notice to, and 
                        consult with, the appropriate Federal 
                        banking agency, the Securities and 
                        Exchange Commission, the Commodity 
                        Futures Trading Commission, or State 
                        regulatory agency, as appropriate, for 
                        a subsidiary that is a depository 
                        institution or a functionally regulated 
                        subsidiary of a savings and loan 
                        holding company before commencing an 
                        examination of the subsidiary under 
                        this section; [and]
                          (ii) to the fullest extent possible, 
                        avoid duplication of examination 
                        activities, reporting requirements, and 
                        requests for information[.]; and
                          (iii) Insurance savings and loan 
                        holding companies.--
                                  (I) Coordination.--The Board, 
                                to the fullest extent possible, 
                                shall conduct examinations of 
                                insurance savings and loan 
                                holding companies in 
                                conjunction with other State 
                                and Federal authorities in 
                                order to minimize the potential 
                                for duplication and conflict 
                                between the inspections 
                                conducted by the Board and the 
                                examinations conducted by other 
                                State and Federal authorities.
                                  (II) Scope and frequency.--
                                Following public notice and 
                                comment, the Board shall 
                                establish a schedule for the 
                                frequency and the scope of 
                                examinations of insurance 
                                savings and loan holding 
                                companies that is consistent 
                                with the supervisory framework 
                                required by paragraph (7).
          (5) Agent for service of process.--The Board may 
        require any savings and loan holding company, or 
        persons connected therewith if it is not a corporation, 
        to execute and file a prescribed form of irrevocable 
        appointment of agent for service of process.
          (6) Release from registration.--The Board may at any 
        time, upon the motion or application of the Board, 
        release a registered savings and loan holding company 
        from any registration theretofore made by such company, 
        if the Board determines that such company no longer has 
        control of any savings association.
          (7) Insurance savings and loan holding companies.--
                  (A) Tailored supervision.--The Board, by 
                rule, shall establish a supervisory framework 
                for insurance savings and loan holding 
                companies that--
                          (i) is tailored to the unique risks, 
                        operations, and activities of insurance 
                        savings and loan holding companies; and
                          (ii) to the fullest extent possible, 
                        and consistent with the safe and sound 
                        operation of insurance savings and loan 
                        holding companies, does not 
                        unnecessarily duplicate the supervision 
                        of insurance underwriting companies by 
                        State insurance authorities.
                  (B) Review of supervisory guidance.--
                Following public notice and comment, the Board 
                shall review and revise supervisory policy 
                letters and guidance applicable to insurance 
                savings and loan holding companies to ensure 
                that such letters and guidance are not 
                inconsistent with the supervisory framework 
                required by this paragraph.
  (c) Holding Company Activities.--
          (1) Prohibited activities.--Except as otherwise 
        provided in this subsection, no savings and loan 
        holding company and no subsidiary which is not a 
        savings association shall--
                  (A) engage in any activity or render any 
                service for or on behalf of a savings 
                association subsidiary for the purpose or with 
                the effect of evading any law or regulation 
                applicable to such savings association;
                  (B) commence any business activity, other 
                than the activities described in paragraph (2); 
                or
                  (C) continue any business activity, other 
                than the activities described in paragraph (2), 
                after the end of the 2-year period beginning on 
                the date on which such company received 
                approval under subsection (e) of this section 
                to become a savings and loan holding company 
                subject to the limitations contained in this 
                subparagraph.
          (2) Exempt activities.--The prohibitions of 
        subparagraphs (B) and (C) of paragraph (1) shall not 
        apply to the following business activities of any 
        savings and loan holding company or any subsidiary (of 
        such company) which is not a savings association:
                  (A) Furnishing or performing management 
                services for a savings association subsidiary 
                of such company.
                  (B) Conducting an insurance agency or escrow 
                business.
                  (C) Holding, managing, or liquidating assets 
                owned or acquired from a savings association 
                subsidiary of such company.
                  (D) Holding or managing properties used or 
                occupied by a savings association subsidiary of 
                such company.
                  (E) Acting as trustee under deed of trust.
                  (F) Any other activity--
                          (i) which the Board, by regulation, 
                        has determined to be permissible for 
                        bank holding companies under section 
                        4(c) of the Bank Holding Company Act of 
                        1956, unless the Board, by regulation, 
                        prohibits or limits any such activity 
                        for savings and loan holding companies; 
                        or
                          (ii) in which multiple savings and 
                        loan holding companies were authorized 
                        (by regulation) to directly engage on 
                        March 5, 1987.
                  (G) In the case of a savings and loan holding 
                company, purchasing, holding, or disposing of 
                stock acquired in connection with a qualified 
                stock issuance if the purchase of such stock by 
                such savings and loan holding company is 
                approved by the Board pursuant to subsection 
                (q)(1)(D).
                  (H) Any activity that is permissible for a 
                financial holding company (as such term is 
                defined under section 2(p) of the Bank Holding 
                Company Act of 1956 (12 U.S.C. 1841(p)) to 
                conduct under section 4(k) of the Bank Holding 
                Company Act of 1956 if--
                          (i) the savings and loan holding 
                        company meets all of the criteria to 
                        qualify as a financial holding company, 
                        and complies with all of the 
                        requirements applicable to a financial 
                        holding company, under sections 4(l) 
                        and 4(m) of the Bank Holding Company 
                        Act and section 804(c) of the Community 
                        Reinvestment Act of 1977 (12 U.S.C. 
                        2903(c)) as if the savings and loan 
                        holding company was a bank holding 
                        company; and
                          (ii) the savings and loan holding 
                        company conducts the activity in 
                        accordance with the same terms, 
                        conditions, and requirements that apply 
                        to the conduct of such activity by a 
                        bank holding company under the Bank 
                        Holding Company Act of 1956 and the 
                        Board's regulations and interpretations 
                        under such Act.
          (3) Certain limitations on activities not applicable 
        to certain holding companies.--Notwithstanding 
        paragraphs (4) and (6) of this subsection, the 
        limitations contained in subparagraphs (B) and (C) of 
        paragraph (1) shall not apply to any savings and loan 
        holding company (or any subsidiary of such company) 
        which controls--
                  (A) only 1 savings association, if the 
                savings association subsidiary of such company 
                is a qualified thrift lender (as determined 
                under subsection (m)); or
                  (B) more than 1 savings association, if--
                          (i) all, or all but 1, of the savings 
                        association subsidiaries of such 
                        company were initially acquired by the 
                        company or by an individual who would 
                        be deemed to control such company if 
                        such individual were a company--
                                  (I) pursuant to an 
                                acquisition under section 13(c) 
                                or 13(k) of the Federal Deposit 
                                Insurance Act or section 408(m) 
                                of the National Housing Act; or
                                  (II) pursuant to an 
                                acquisition in which assistance 
                                was continued to a savings 
                                association under section 13(i) 
                                of the Federal Deposit 
                                Insurance Act; and
                          (ii) all of the savings association 
                        subsidiaries of such company are 
                        qualified thrift lenders (as determined 
                        under subsection (m)).
          (4) Prior approval of certain new activities 
        required.--
                  (A) In general.--No savings and loan holding 
                company and no subsidiary which is not a 
                savings association shall commence, either de 
                novo or by an acquisition (in whole or in part) 
                of a going concern, any activity described in 
                paragraph (2)(F)(i) of this subsection without 
                the prior approval of the Board.
                  (B) Factors to be considered.--In considering 
                any application under subparagraph (A) by any 
                savings and loan holding company or any 
                subsidiary of any such company which is not a 
                savings association, the Board shall consider--
                          (i) whether the performance of the 
                        activity described in such application 
                        by the company or the subsidiary 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 of such 
                        activity (such as undue concentration 
                        of resources, decreased or unfair 
                        competition, conflicts of interest, or 
                        unsound financial practices);
                          (ii) the managerial resources of the 
                        companies involved; and
                          (iii) the adequacy of the financial 
                        resources, including capital, of the 
                        companies involved.
                  (C) Director may differentiate between new 
                and ongoing activities.--In prescribing any 
                regulation or considering any application under 
                this paragraph, the Board may differentiate 
                between activities commenced de novo and 
                activities commenced by the acquisition, in 
                whole or in part, of a going concern.
                  (D) Approval or disapproval by order.--The 
                approval or disapproval of any application 
                under this paragraph by the Board shall be made 
                in an order issued by the Board containing the 
                reasons for such approval or disapproval.
          (5) Grace period to achieve compliance.--If any 
        savings association referred to in paragraph (3) fails 
        to maintain the status of such association as a 
        qualified thrift lender, the Board may allow, for good 
        cause shown, any company that controls such association 
        (or any subsidiary of such company which is not a 
        savings association) up to 3 years to comply with the 
        limitations contained in paragraph (1)(C).
          (6) Special provisions relating to certain companies 
        affected by 1987 amendments.--
                  (A) Exception to 2-year grace period for 
                achieving compliance.--Notwithstanding 
                paragraph (1)(C), any company which received 
                approval under subsection (e) of this section 
                to acquire control of a savings association 
                between March 5, 1987, and August 10, 1987, 
                shall not continue any business activity other 
                than an activity described in paragraph (2) 
                after August 10, 1987.
                  (B) Exemption for activities lawfully engaged 
                in before march 5, 1987.--Notwithstanding 
                paragraph (1)(C) and subject to subparagraphs 
                (C) and (D), any savings and loan holding 
                company which received approval, before March 
                5, 1987, under subsection (e) of this section 
                to acquire control of a savings association may 
                engage, directly or through any subsidiary 
                (other than a savings association subsidiary of 
                such company), in any activity in which such 
                company or such subsidiary was lawfully engaged 
                on such date.
                  (C) Termination of subparagraph (b) 
                exemption.--The exemption provided under 
                subparagraph (B) for activities engaged in by 
                any savings and loan holding company or a 
                subsidiary of such company (which is not a 
                savings association) which would otherwise be 
                prohibited under paragraph (1)(C) shall 
                terminate with respect to such activities of 
                such company or subsidiary upon the occurrence 
                (after August 10, 1987) of any of the 
                following:
                          (i) The savings and loan holding 
                        company acquires control of a bank or 
                        an additional savings association 
                        (other than a savings association 
                        acquired pursuant to section 13(c) or 
                        13(k) of the Federal Deposit Insurance 
                        Act or section 406(f) or 408(m) of the 
                        National Housing Act).
                          (ii) Any savings association 
                        subsidiary of the savings and loan 
                        holding company fails to qualify as a 
                        domestic building and loan association 
                        under section 7701(a)(19) of the 
                        Internal Revenue Code of 1986.
                          (iii) The savings and loan holding 
                        company engages in any business 
                        activity--
                                  (I) which is not described in 
                                paragraph (2); and
                                  (II) in which it was not 
                                engaged on March 5, 1987.
                          (iv) Any savings association 
                        subsidiary of the savings and loan 
                        holding company increases the number of 
                        locations from which such savings 
                        association conducts business after 
                        March 5, 1987 (other than an increase 
                        which occurs in connection with a 
                        transaction under section 13(c) or (k) 
                        of the Federal Deposit Insurance Act or 
                        section 408(m) of the National Housing 
                        Act.
                          (v) Any savings association 
                        subsidiary of the savings and loan 
                        holding company permits any overdraft 
                        (including an intraday overdraft), or 
                        incurs any such overdraft in its 
                        account at a Federal Reserve bank, on 
                        behalf of an affiliate, unless such 
                        overdraft is the result of an 
                        inadvertent computer or accounting 
                        error that is beyond the control of 
                        both the savings association subsidiary 
                        and the affiliate.
                  (D) Order to terminate subparagraph (b) 
                activity.--Any activity described in 
                subparagraph (B) may also be terminated by the 
                Board, after opportunity for hearing, if the 
                Board determines, having due regard for the 
                purposes of this Act, that such action is 
                necessary to prevent conflicts of interest or 
                unsound practices or is in the public interest.
          (7) Foreign savings and loan holding company.--
        Notwithstanding any other provision of this section, 
        any savings and loan holding company organized under 
        the laws of a foreign country as of June 1, 1984 
        (including any subsidiary thereof which is not a 
        savings association), which controls a single savings 
        association on August 10, 1987, shall not be subject to 
        this subsection with respect to any activities of such 
        holding company which are conducted exclusively in a 
        foreign country.
          (8) Exemption for bank holding companies.--Except for 
        paragraph (1)(A), this subsection shall not apply to 
        any company that is treated as a bank holding company 
        for purposes of section 4 of the Bank Holding Company 
        Act of 1956, or any of its subsidiaries.
          (9) Prevention of new affiliations between s&l 
        holding companies and commercial firms.--
                  (A) In general.--Notwithstanding paragraph 
                (3), no company may directly or indirectly, 
                including through any merger, consolidation, or 
                other type of business combination, acquire 
                control of a savings association after May 4, 
                1999, unless the company is engaged, directly 
                or indirectly (including through a subsidiary 
                other than a savings association), only in 
                activities that are permitted--
                          (i) under paragraph (1)(C) or (2) of 
                        this subsection; or
                          (ii) for financial holding companies 
                        under section 4(k) of the Bank Holding 
                        Company Act of 1956.
                  (B) Prevention of new commercial 
                affiliations.--Notwithstanding paragraph (3), 
                no savings and loan holding company may engage 
                directly or indirectly (including through a 
                subsidiary other than a savings association) in 
                any activity other than as described in clauses 
                (i) and (ii) of subparagraph (A).
                  (C) Preservation of authority of existing 
                unitary s&l holding companies.--Subparagraphs 
                (A) and (B) do not apply with respect to any 
                company that was a savings and loan holding 
                company on May 4, 1999, or that becomes a 
                savings and loan holding company pursuant to an 
                application pending before the Office on or 
                before that date, and that--
                          (i) meets and continues to meet the 
                        requirements of paragraph (3); and
                          (ii) continues to control not fewer 
                        than 1 savings association that it 
                        controlled on May 4, 1999, or that it 
                        acquired pursuant to an application 
                        pending before the Office on or before 
                        that date, or the successor to such 
                        savings association.
                  (D) Corporate reorganizations permitted.--
                This paragraph does not prevent a transaction 
                that--
                          (i) involves solely a company under 
                        common control with a savings and loan 
                        holding company from acquiring, 
                        directly or indirectly, control of the 
                        savings and loan holding company or any 
                        savings association that is already a 
                        subsidiary of the savings and loan 
                        holding company; or
                          (ii) involves solely a merger, 
                        consolidation, or other type of 
                        business combination as a result of 
                        which a company under common control 
                        with the savings and loan holding 
                        company acquires, directly or 
                        indirectly, control of the savings and 
                        loan holding company or any savings 
                        association that is already a 
                        subsidiary of the savings and loan 
                        holding company.
                  (E) Authority to prevent evasions.--The Board 
                may issue interpretations, regulations, or 
                orders that the Board determines necessary to 
                administer and carry out the purpose and 
                prevent evasions of this paragraph, including a 
                determination (in consultation with the 
                appropriate Federal banking agency) that, 
                notwithstanding the form of a transaction, the 
                transaction would in substance result in a 
                company acquiring control of a savings 
                association.
                  (F) Preservation of authority for family 
                trusts.--Subparagraphs (A) and (B) do not apply 
                with respect to any trust that becomes a 
                savings and loan holding company with respect 
                to a savings association, if--
                          (i) not less than 85 percent of the 
                        beneficial ownership interests in the 
                        trust are continuously owned, directly 
                        or indirectly, by or for the benefit of 
                        members of the same family, or their 
                        spouses, who are lineal descendants of 
                        common ancestors who controlled, 
                        directly or indirectly, such savings 
                        association on May 4, 1999, or a 
                        subsequent date, pursuant to an 
                        application pending before the Office 
                        on or before May 4, 1999; and
                          (ii) at the time at which such trust 
                        becomes a savings and loan holding 
                        company, such ancestors or lineal 
                        descendants, or spouses of such 
                        descendants, have directly or 
                        indirectly controlled the savings 
                        association continuously since May 4, 
                        1999, or a subsequent date, pursuant to 
                        an application pending before the 
                        Office on or before May 4, 1999.
  (d) Transactions With Affiliates.--Transactions between any 
subsidiary savings association of a savings and loan holding 
company and any affiliate (of such savings association 
subsidiary) shall be subject to the limitations and 
prohibitions specified in section 11 of this Act.
  (e) Acquisitions.--
          (1) In general.--It shall be unlawful for--
                  (A) any savings and loan holding company 
                directly or indirectly, or through one or more 
                subsidiaries or through one or more 
                transactions--
                          (i) to acquire, except with the prior 
                        written approval of the Board, the 
                        control of a savings association or a 
                        savings and loan holding company, or to 
                        retain the control of such an 
                        association or holding company acquired 
                        or retained in violation of this 
                        section as heretofore or hereafter in 
                        effect;
                          (ii) to acquire, except with the 
                        prior written approval of the Board, by 
                        the process of merger, consolidation, 
                        or purchase of assets, another savings 
                        association or a savings and loan 
                        holding company, or all or 
                        substantially all of the assets of any 
                        such association or holding company;
                          (iii) to acquire, by purchase or 
                        otherwise, or to retain, except with 
                        the prior written approval of the 
                        Board, more than 5 percent of the 
                        voting shares of a savings association 
                        not a subsidiary, or of a savings and 
                        loan holding company not a subsidiary, 
                        or in the case of a multiple savings 
                        and loan holding company (other than a 
                        company described in subsection 
                        (c)(8)), to acquire or retain, and the 
                        Board may not authorize acquisition or 
                        retention of, more than 5 percent of 
                        the voting shares of any company not a 
                        subsidiary which is engaged in any 
                        business activity other than the 
                        activities specified in subsection 
                        (c)(2). This clause shall not apply to 
                        shares of a savings association or of a 
                        savings and loan holding company--
                                  (I) held as a bona fide 
                                fiduciary (whether with or 
                                without the sole discretion to 
                                vote such shares);
                                  (II) held temporarily 
                                pursuant to an underwriting 
                                commitment in the normal course 
                                of an underwriting business;
                                  (III) held in an account 
                                solely for trading purposes;
                                  (IV) over which no control is 
                                held other than control of 
                                voting rights acquired in the 
                                normal course of a proxy 
                                solicitation;
                                  (V) 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;
                                  (VI) acquired under section 
                                408(m) of the National Housing 
                                Act or section 13(k) of the 
                                Federal Deposit Insurance Act;
                                  (VII) held by any insurance 
                                company, as defined in section 
                                2(a)(17) of the Investment 
                                Company Act of 1940, except as 
                                provided in paragraph (6); or
                                  (VIII) acquired pursuant to a 
                                qualified stock issuance if 
                                such purchase is approved by 
                                the Board under subsection 
                                (q)(1)(D);
                        except that the aggregate amount of 
                        shares held under this clause (other 
                        than under subclauses (I), (II), (III), 
                        (IV), and (VI)) may not exceed 15 
                        percent of all outstanding shares or of 
                        the voting power of a savings 
                        association or savings and loan holding 
                        company; or
                          (iv) to acquire the control of an 
                        uninsured institution, or to retain for 
                        more than one year after February 14, 
                        1968, or from the date on which such 
                        control was acquired, whichever is 
                        later, except that the Board may upon 
                        application by such company extend such 
                        one-year period from year to year, for 
                        an additional period not exceeding 3 
                        years, if the Board finds such 
                        extension is warranted and is not 
                        detrimental to the public interest; and
                  (B) any other company, without the prior 
                written approval of the Board, directly or 
                indirectly, or through one or more subsidiaries 
                or through one or more transactions, to acquire 
                the control of one or more savings 
                associations, except that such approval shall 
                not be required in connection with the control 
                of a savings association, (i) acquired by 
                devise under the terms of a will creating a 
                trust which is excluded from the definition of 
                ``savings and loan holding company'' under 
                subsection (a) of this section, (ii) acquired 
                in connection with a reorganization in which a 
                person or group of persons, having had control 
                of a savings association for more than 3 years, 
                vests control of that association in a newly 
                formed holding company subject to the control 
                of the same person or group of persons, or 
                (iii) acquired by a bank holding company that 
                is registered under, and subject to, the Bank 
                Holding Company Act of 1956, or any company 
                controlled by such bank holding company. The 
                Board shall approve an acquisition of a savings 
                association under this subparagraph unless the 
                Board finds the financial and managerial 
                resources and future prospects of the company 
                and association involved to be such that the 
                acquisition would be detrimental to the 
                association or the insurance risk of the 
                Deposit Insurance Fund, and shall render a 
                decision within 90 days after submission to the 
                Board of the complete record on the 
                application.
        Consideration of the managerial resources of a company 
        or savings association under subparagraph (B) shall 
        include consideration of the competence, experience, 
        and integrity of the officers, directors, and principal 
        shareholders of the company or association.
          (2) Factors to be considered.--The Board shall not 
        approve any acquisition under subparagraph (A)(i) or 
        (A)(ii), or of more than one savings association under 
        subparagraph (B) of paragraph (1) of this subsection, 
        any acquisition of stock in connection with a qualified 
        stock issuance, any acquisition under paragraph (4)(A), 
        or any transaction under section 13(k) of the Federal 
        Deposit Insurance Act, except in accordance with this 
        paragraph. In every case, the Board shall take into 
        consideration the financial and managerial resources 
        and future prospects of the company and association 
        involved, the effect of the acquisition on the 
        association, the insurance risk to the Deposit 
        Insurance Fund, and the convenience and needs of the 
        community to be served, and shall render a decision 
        within 90 days after submission to the Board of the 
        complete record on the application. Consideration of 
        the managerial resources of a company or savings 
        association shall include consideration of the 
        competence, experience, and integrity of the officers, 
        directors, and principal shareholders of the company or 
        association. Before approving any such acquisition, 
        except a transaction under section 13(k) of the Federal 
        Deposit Insurance Act, the Board shall request from the 
        Attorney General and consider any report rendered 
        within 30 days on the competitive factors involved. The 
        Board shall not approve any proposed acquisition--
                  (A) which would result in a monopoly, or 
                which would be in furtherance of any 
                combination or conspiracy to monopolize or to 
                attempt to monopolize the savings and loan 
                business in any part of the United States,
                  (B) the effect of which in any section of the 
                country may be substantially to lessen 
                competition, or tend to create a monopoly, or 
                which in any other manner would be in restraint 
                of trade, unless it finds that the 
                anticompetitive effects of the proposed 
                acquisition are clearly outweighed in the 
                public interest by the probable effect of the 
                acquisition in meeting the convenience and 
                needs of the community to be served,
                  (C) if the company fails to provide adequate 
                assurances to the Board that the company will 
                make available to the Board such information on 
                the operations or activities of the company, 
                and any affiliate of the company, as the Board 
                determines to be appropriate to determine and 
                enforce compliance with this Act,
                  (D) in the case of an application involving a 
                foreign bank, if the foreign bank is not 
                subject to comprehensive supervision or 
                regulation on a consolidated basis by the 
                appropriate authorities in the bank's home 
                country, or
                  (E) in the case of an application by a 
                savings and loan holding company to acquire an 
                insured depository institution, if--
                          (i) the home State of the insured 
                        depository institution is a State other 
                        than the home State of the savings and 
                        loan holding company;
                          (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; and
                          (iii) the acquisition does not 
                        involve 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).
          (3) Interstate Acquisitions.--No acquisition shall be 
        approved by the Board under this subsection which will 
        result in the formation by any company, through one or 
        more subsidiaries or through one or more transactions, 
        of a multiple savings and loan holding company 
        controlling savings associations in more than one 
        State, unless--
                  (A) such company, or a savings association 
                subsidiary of such company, is authorized to 
                acquire control of a savings association 
                subsidiary, or to operate a home or branch 
                office, in the additional State or States 
                pursuant to section 13(k) of the Federal 
                Deposit Insurance Act;
                  (B) such company controls a savings 
                association subsidiary which operated a home or 
                branch office in the additional State or States 
                as of March 5, 1987; or
                  (C) the statutes of the State in which the 
                savings association to be acquired is located 
                permit a savings association chartered by such 
                State to be acquired by a savings association 
                chartered by the State where the acquiring 
                savings association or savings and loan holding 
                company is located or by a holding company that 
                controls such a State chartered savings 
                association, and such statutes specifically 
                authorize such an acquisition by language to 
                that effect and not merely by implication.
          (4) Acquisitions by certain individuals.--
                  (A) In general.--Notwithstanding subsection 
                (h)(2), any director or officer of a savings 
                and loan holding company, or any individual who 
                owns, controls, or holds with power to vote (or 
                holds proxies representing) more than 25 
                percent of the voting shares of such holding 
                company, may acquire control of any savings 
                association not a subsidiary of such savings 
                and loan holding company with the prior written 
                approval of the Board.
                  (B) Treatment of certain holding companies.--
                If any individual referred to in subparagraph 
                (A) controls more than 1 savings and loan 
                holding company or more than 1 savings 
                association, any savings and loan holding 
                company controlled by such individual shall be 
                subject to the activities limitations contained 
                in subsection (c) to the same extent such 
                limitations apply to multiple savings and loan 
                holding companies, unless all or all but 1 of 
                the savings associations (including any 
                institution deemed to be a savings association 
                under subsection (l) of this section) 
                controlled directly or indirectly by such 
                individual was acquired pursuant to an 
                acquisition described in subclause (I) or (II) 
                of subsection (c)(3)(B)(i).
          (5) Acquisitions pursuant to certain security 
        interests.--This subsection and subsection (c)(2) of 
        this section do not apply to any savings and loan 
        holding company which acquired the control of a savings 
        association or of a savings and loan holding company 
        pursuant to a pledge or hypothecation to secure a loan, 
        or in connection with the liquidation of a loan, made 
        in the ordinary course of business. It shall be 
        unlawful for any such company to retain such control 
        for more than one year after February 14, 1968, or from 
        the date on which such control was acquired, whichever 
        is later, except that the Board may upon application by 
        such company extend such one-year period from year to 
        year, for an additional period not exceeding 3 years, 
        if the Board finds such extension is warranted and 
        would not be detrimental to the public interest.
          (6) Shares held by insurance affiliates.--Shares 
        described in clause (iii)(VII) of paragraph (1)(A) 
        shall not be excluded for purposes of clause (iii) of 
        such paragraph if--
                  (A) all shares held under such clause 
                (iii)(VII) by all insurance company affiliates 
                of such savings association or savings and loan 
                holding company in the aggregate exceed 5 
                percent of all outstanding shares or of the 
                voting power of the savings association or 
                savings and loan holding company; or
                  (B) such shares are acquired or retained with 
                a view to acquiring, exercising, or 
                transferring control of the savings association 
                or savings and loan holding company.
          (7) Definitions.--For purposes of paragraph (2)(E)--
                  (A) the terms ``default'', ``in danger of 
                default'', and ``insured depository 
                institution'' have the same meanings as in 
                section 3 of the Federal Deposit Insurance Act 
                (12 U.S.C. 1813); and
                  (B) the term ``home State'' means--
                          (i) with respect to a national bank, 
                        the State in which the main office of 
                        the bank is located;
                          (ii) with respect to a State bank or 
                        State savings association, the State by 
                        which the savings association is 
                        chartered;
                          (iii) with respect to a Federal 
                        savings association, the State in which 
                        the home office (as defined by the 
                        regulations of the Board of the Office 
                        of Thrift Supervision, or, on and after 
                        the transfer date, the Comptroller of 
                        the Currency) of the Federal savings 
                        association is located; and
                          (iv) with respect to a savings and 
                        loan holding company, the State in 
                        which the amount of total deposits of 
                        all insured depository institution 
                        subsidiaries of such company was the 
                        greatest on the date on which the 
                        company became a savings and loan 
                        holding company.
  (f) Declaration of Dividend.--Every subsidiary savings 
association of a savings and loan holding company shall give 
the Board not less than 30 days' advance notice of the proposed 
declaration by its directors of any dividend on its guaranty, 
permanent, or other nonwithdrawable stock. Such notice period 
shall commence to run from the date of receipt of such notice 
by the Board. Any such dividend declared within such period, or 
without the giving of such notice to the Board, shall be 
invalid and shall confer no rights or benefits upon the holder 
of any such stock.
  (g) Administration and Enforcement.--
          (1) In general.--The Board is authorized to issue 
        such regulations and orders, including regulations and 
        orders relating to capital requirements for savings and 
        loan holding companies, as the Board deems necessary or 
        appropriate to enable the Board to administer and carry 
        out the purposes of this section, and to require 
        compliance therewith and prevent evasions thereof. In 
        establishing capital regulations pursuant to this 
        subsection, the appropriate Federal banking agency 
        shall seek to make such requirements countercyclical so 
        that the amount of capital required to be maintained by 
        a company increases in times of economic expansion and 
        decreases in times of economic contraction, consistent 
        with the safety and soundness of the company.
          (2) Investigations.--The Board may make such 
        investigations as the Board deems necessary or 
        appropriate to determine whether the provisions of this 
        section, and regulations and orders thereunder, are 
        being and have been complied with by savings and loan 
        holding companies and subsidiaries and affiliates 
        thereof. For the purpose of any investigation under 
        this section, the Board may administer oaths and 
        affirmations, issue subpenas, take evidence, and 
        require the production of any books, papers, 
        correspondence, memorandums, or other records which may 
        be relevant or material to the inquiry. The attendance 
        of witnesses and the production of any such records may 
        be required from any place in any State. The Board may 
        apply to the United States district court for the 
        judicial district (or the United States court in any 
        territory) in which any witness or company subpenaed 
        resides or carries on business, for enforcement of any 
        subpena issued pursuant to this paragraph, and such 
        courts shall have jurisdiction and power to order and 
        require compliance.
          (3) Proceedings.--(A) In any proceeding under 
        subsection (a)(2)(D) or under paragraph (5) of this 
        subsection, the Board may administer oaths and 
        affirmations, take or cause to be taken depositions, 
        and issue subpenas. The Board may make regulations with 
        respect to any such proceedings. The attendance of 
        witnesses and the production of documents provided for 
        in this paragraph may be required from any place in any 
        State or in any territory at any designated place where 
        such proceeding is being conducted. Any party to such 
        proceedings may apply to the United States District 
        Court for the District of Columbia, or the United 
        States district court for the judicial district or the 
        United States court in any territory in which such 
        proceeding is being conducted, or where the witness 
        resides or carries on business, for enforcement of any 
        subpena issued pursuant to this paragraph, and such 
        courts shall have jurisdiction and power to order and 
        require compliance therewith. Witnesses subpenaed under 
        this section shall be paid the same fees and mileage 
        that are paid witnesses in the district courts of the 
        United States.
          (B) Any hearing provided for in subsection (a)(2)(D) 
        or under paragraph (5) of this section shall be held in 
        the Federal judicial district or in the territory in 
        which the principal office of the association or other 
        company is located unless the party afforded the 
        hearing consents to another place, and shall be 
        conducted in accordance with the provisions of chapter 
        5 of title 5, United States Code.
          (4) Injunctions.--Whenever it appears to the Board 
        that any person is engaged or has engaged or is about 
        to engage in any acts or practices which constitute or 
        will constitute a violation of the provisions of this 
        section or of any regulation or order thereunder, the 
        Board may bring an action in the proper United States 
        district court, or the United States court of any 
        territory or other place subject to the jurisdiction of 
        the United States, to enjoin such acts or practices, to 
        enforce compliance with this section or any regulation 
        or order, or to require the divestiture of any 
        acquisition in violation of this section, or for any 
        combination of the foregoing, and such courts shall 
        have jurisdiction of such actions. Upon a proper 
        showing an injunction, decree, restraining order, order 
        of divestiture, or other appropriate order shall be 
        granted without bond.
          (5) Cease and desist orders.--(A) Notwithstanding any 
        other provision of this section, the Board may, 
        whenever the Board has reasonable cause to believe that 
        the continuation by a savings and loan holding company 
        of any activity or of ownership or control of any of 
        its noninsured subsidiaries constitutes a serious risk 
        to the financial safety, soundness, or stability of a 
        savings and loan holding company's subsidiary savings 
        association and is inconsistent with the sound 
        operation of a savings association or with the purposes 
        of this section or section 8 of the Federal Deposit 
        Insurance Act, order the savings and loan holding 
        company or any of its subsidiaries, after due notice 
        and opportunity for hearing, to terminate such 
        activities or to terminate (within 120 days or such 
        longer period as the Board directs in unusual 
        circumstances) its ownership or control of any such 
        noninsured subsidiary either by sale or by distribution 
        of the shares of the subsidiary to the shareholders of 
        the savings and loan holding company. Such distribution 
        shall be pro rata with respect to all of the 
        shareholders of the distributing savings and loan 
        holding company, and the holding company shall not make 
        any charge to its shareholders arising out of such a 
        distribution.
          (B) The Board may in the discretion of the Board 
        apply to the United States district court within the 
        jurisdiction of which the principal office of the 
        company is located, for the enforcement of any 
        effective and outstanding order issued under this 
        section, and such court shall have jurisdiction and 
        power to order and require compliance therewith. Except 
        as provided in subsection (j), no court shall have 
        jurisdiction to affect by injunction or otherwise the 
        issuance or enforcement of any notice or order under 
        this section, or to review, modify, suspend, terminate, 
        or set aside any such notice or order.
  (h) Prohibited Acts.--It shall be unlawful for--
          (1) any savings and loan holding company or 
        subsidiary thereof, or any director, officer, employee, 
        or person owning, controlling, or holding with power to 
        vote, or holding proxies representing, more than 25 
        percent of the voting shares, of such holding company 
        or subsidiary, to hold, solicit, or exercise any 
        proxies in respect of any voting rights in a savings 
        association which is a mutual association;
          (2) any director or officer of a savings and loan 
        holding company, or any individual who owns, controls, 
        or holds with power to vote (or holds proxies 
        representing) more than 25 percent of the voting shares 
        of such holding company, to acquire control of any 
        savings association not a subsidiary of such savings 
        and loan holding company, unless such acquisition is 
        approved by the Board pursuant to subsection (e)(4); or
          (3) any individual, except with the prior approval of 
        the Board, to serve or act as a director, officer, or 
        trustee of, or become a partner in, any savings and 
        loan holding company after having been convicted of any 
        criminal offense involving dishonesty or breach of 
        trust.
  (i) Penalties.--
          (1) Criminal penalty.--(A) Whoever knowingly violates 
        any provision of this section or being a company, 
        violates any regulation or order issued by the Board 
        under this section, shall be imprisoned not more than 1 
        year, fined not more than $100,000 per day for each day 
        during which the violation continues, or both.
          (B) Whoever, with the intent to deceive, defraud, or 
        profit significantly, knowingly violates any provision 
        of this section shall be fined not more than $1,000,000 
        per day for each day during which the violation 
        continues, imprisoned not more than 5 years, or both.
          (2) Civil money penalty.--
                  (A) Penalty.--Any company which violates, and 
                any person who participates in a violation of, 
                any provision of this section, or any 
                regulation or order issued pursuant thereto, 
                shall forfeit and pay a civil penalty of not 
                more than $25,000 for each day during which 
                such violation continues.
                  (B) Assessment.--Any penalty imposed under 
                subparagraph (A) may be assessed and collected 
                by the Board in the manner provided in 
                subparagraphs (E), (F), (G), and (I) of section 
                8(i)(2) of the Federal Deposit Insurance Act 
                for penalties imposed (under such section) and 
                any such assessment shall be subject to the 
                provisions of such section.
                  (C) Hearing.--The company or other person 
                against whom any civil penalty is assessed 
                under this paragraph shall be afforded a 
                hearing if such company or person submits a 
                request for such hearing within 20 days after 
                the issuance of the notice of assessment. 
                Section 8(h) of the Federal Deposit Insurance 
                Act shall apply to any proceeding under this 
                paragraph.
                  (D) Disbursement.--All penalties collected 
                under authority of this paragraph shall be 
                deposited into the Treasury.
                  (E) Violate defined.--For purposes of this 
                section, the term ``violate'' includes any 
                action (alone or with another or others) for or 
                toward causing, bringing about, participating 
                in, counseling, or aiding or abetting a 
                violation.
                  (F) Regulations.--The Board shall prescribe 
                regulations establishing such procedures as may 
                be necessary to carry out this paragraph.
          (3) Civil money penalty.--
                  (A) Penalty.--Any company which violates, and 
                any person who participates in a violation of, 
                any provision of this section, or any 
                regulation or order issued pursuant thereto, 
                shall forfeit and pay a civil penalty of not 
                more than $25,000 for each day during which 
                such violation continues.
                  (B) Assessment; etc.--Any penalty imposed 
                under subparagraph (A) may be assessed and 
                collected by the Board in the manner provided 
                in subparagraphs (E), (F), (G), and (I) of 
                section 8(i)(2) of the Federal Deposit 
                Insurance Act for penalties imposed (under such 
                section) and any such assessment shall be 
                subject to the provisions of such section.
                  (C) Hearing.--The company or other person 
                against whom any penalty is assessed under this 
                paragraph shall be afforded an agency hearing 
                if such company or person submits a request for 
                such hearing within 20 days after the issuance 
                of the notice of assessment. Section 8(h) of 
                the Federal Deposit Insurance Act shall apply 
                to any proceeding under this paragraph.
                  (D) Disbursement.--All penalties collected 
                under authority of this paragraph shall be 
                deposited into the Treasury.
                  (E) Violate defined.--For purposes of this 
                section, the term ``violate'' includes any 
                action (alone or with another or others) for or 
                toward causing, bringing about, participating 
                in, counseling, or aiding or abetting a 
                violation.
                  (F) Regulations.--The Board shall prescribe 
                regulations establishing such procedures as may 
                be necessary to carry out this paragraph.
          (4) Notice under this section after separation from 
        service.--The resignation, termination of employment or 
        participation, or separation of an institution-
        affiliated party (within the meaning of section 3(u) of 
        the Federal Deposit Insurance Act) with respect to a 
        savings and loan holding company or subsidiary thereof 
        (including a separation caused by the deregistration of 
        such a company or such a subsidiary) shall not affect 
        the jurisdiction and authority of the Board to issue 
        any notice and proceed under this section against any 
        such party, if such notice is served before the end of 
        the 6-year period beginning on the date such party 
        ceased to be such a party with respect to such holding 
        company or its subsidiary (whether such date occurs 
        before, on, or after the date of the enactment of this 
        paragraph).
  (j) Judicial Review.--Any party aggrieved by an order of the 
Board under this section may obtain a review of such order by 
filing in the court of appeals of the United States for the 
circuit in which the principal office of such party is located, 
or in the United States Court of Appeals for the District of 
Columbia Circuit, within 30 days after the date of service of 
such order, a written petition praying that the order of the 
Board be modified, terminated, or set aside. A copy of the 
petition shall be forthwith transmitted by the clerk of the 
court to the Board, and thereupon the Board shall file in the 
court the record in the proceeding, as provided in section 2112 
of title 28, United States Code. Upon the filing of such 
petition, such court shall have jurisdiction, which upon the 
filing of the record shall be exclusive, to affirm, modify, 
terminate, or set aside, in whole or in part, the order of the 
Board. Review of such proceedings shall be had as provided in 
chapter 7 of title 5, United States Code. The judgment and 
decree of the court shall be final, except that the same shall 
be subject to review by the Supreme Court upon certiorari as 
provided in section 1254 of title 28, United States Code.
  (k) Savings Clause.--Nothing contained in this section, other 
than any transaction approved under subsection (e)(2) of this 
section or section 13 of the Federal Deposit Insurance Act, 
shall be interpreted or construed as approving any act, action, 
or conduct which is or has been or may be in violation of 
existing law, nor shall anything herein contained constitute a 
defense to any action, suit, or proceeding pending or hereafter 
instituted on account of any act, action, or conduct in 
violation of the antitrust laws.
  (l) Treatment of FDIC Insured State Savings Banks and 
Cooperative Banks as Savings Associations.--
          (1) In general.--Notwithstanding any other provision 
        of law, a savings bank (as defined in section 3(g) of 
        the Federal Deposit Insurance Act) and a cooperative 
        bank that is an insured bank (as defined in section 
        3(h) of the Federal Deposit Insurance Act) upon 
        application shall be deemed to be a savings association 
        for the purpose of this section, if the appropriate 
        Federal banking agency determines that such bank is a 
        qualified thrift lender (as determined under subsection 
        (m)).
          (2) Failure to maintain qualified thrift lender 
        status.--If any savings bank which is deemed to be a 
        savings association under paragraph (1) subsequently 
        fails to maintain its status as a qualified thrift 
        lender, as determined by the appropriate Federal 
        banking agency, such bank may not thereafter be a 
        qualified thrift lender for a period of 5 years.
  (m) Qualified Thrift Lender Test.--
          (1) In general.--Except as provided in paragraphs (2) 
        and (7), any savings association is a qualified thrift 
        lender if--
                  (A) the savings association qualifies as a 
                domestic building and loan association, as such 
                term is defined in section 7701(a)(19) of the 
                Internal Revenue Code of 1986; or
                  (B)(i) the savings association's qualified 
                thrift investments equal or exceed 65 percent 
                of the savings association's portfolio assets; 
                and
                  (ii) the savings association's qualified 
                thrift investments continue to equal or exceed 
                65 percent of the savings association's 
                portfolio assets on a monthly average basis in 
                9 out of every 12 months.
          (2) Exceptions granted by director.--Notwithstanding 
        paragraph (1), the appropriate Federal banking agency 
        may grant such temporary and limited exceptions from 
        the minimum actual thrift investment percentage 
        requirement contained in such paragraph as the 
        appropriate Federal banking agency deems necessary if--
                  (A) the appropriate Federal banking agency 
                determines that extraordinary circumstances 
                exist, such as when the effects of high 
                interest rates reduce mortgage demand to such a 
                degree that an insufficient opportunity exists 
                for a savings association to meet such 
                investment requirements; or
                  (B) the appropriate Federal banking agency 
                determines that--
                          (i) the grant of any such exception 
                        will significantly facilitate an 
                        acquisition under section 13(c) or 
                        13(k) of the Federal Deposit Insurance 
                        Act;
                          (ii) the acquired association will 
                        comply with the transition requirements 
                        of paragraph (7)(B), as if the date of 
                        the exemption were the starting date 
                        for the transition period described in 
                        that paragraph; and
                          (iii) the appropriate Federal banking 
                        agency determines that the exemption 
                        will not have an undue adverse effect 
                        on competing savings associations in 
                        the relevant market and will further 
                        the purposes of this subsection.
          (3) Failure to become and remain a qualified thrift 
        lender.--
                  (A) In general.--A savings association that 
                fails to become or remain a qualified thrift 
                lender shall immediately be subject to the 
                restrictions under subparagraph (B).
                  (B) Restrictions applicable to savings 
                associations that are not qualified thrift 
                lenders.--
                          (i) Restrictions effective 
                        immediately.--The following 
                        restrictions shall apply to a savings 
                        association beginning on the date on 
                        which the savings association should 
                        have become or ceases to be a qualified 
                        thrift lender:
                                  (I) Activities.--The savings 
                                association shall not make any 
                                new investment (including an 
                                investment in a subsidiary) or 
                                engage, directly or indirectly, 
                                in any other new activity 
                                unless that investment or 
                                activity would be permissible 
                                for the savings association if 
                                it were a national bank, and is 
                                also permissible for the 
                                savings association as a 
                                savings association.
                                  (II) Branching.--The savings 
                                association shall not establish 
                                any new branch office at any 
                                location at which a national 
                                bank located in the savings 
                                association's home State may 
                                not establish a branch office. 
                                For purposes of this subclause, 
                                a savings association's home 
                                State is the State in which the 
                                savings association's total 
                                deposits were largest on the 
                                date on which the savings 
                                association should have become 
                                or ceased to be a qualified 
                                thrift lender.
                                  (III) Dividends.--The savings 
                                association may not pay 
                                dividends, except for dividends 
                                that--
                                          (aa) would be 
                                        permissible for a 
                                        national bank;
                                          (bb) are necessary to 
                                        meet obligations of a 
                                        company that controls 
                                        such savings 
                                        association; and
                                          (cc) are specifically 
                                        approved by the 
                                        Comptroller of the 
                                        Currency and the Board 
                                        after a written request 
                                        submitted to the 
                                        Comptroller of the 
                                        Currency and the Board 
                                        by the savings 
                                        association not later 
                                        than 30 days before the 
                                        date of the proposed 
                                        payment.
                                  (IV) Regulatory authority.--A 
                                savings association that fails 
                                to become or remain a qualified 
                                thrift lender shall be deemed 
                                to have violated section 5 of 
                                the Home Owners' Loan Act (12 
                                U.S.C. 1464) and subject to 
                                actions authorized by section 
                                5(d) of the Home Owners' Loan 
                                Act (12 U.S.C. 1464(d)).
                          (ii) Additional restrictions 
                        effective after 3 years.--Beginning 3 
                        years after the date on which a savings 
                        association should have become a 
                        qualified thrift lender, or the date on 
                        which the savings association ceases to 
                        be a qualified thrift lender, as 
                        applicable, the savings association 
                        shall not retain any investment 
                        (including an investment in any 
                        subsidiary) or engage, directly or 
                        indirectly, in any activity, unless 
                        that investment or activity--
                                  (I) would be permissible for 
                                the savings association if it 
                                were a national bank; and
                                  (II) is permissible for the 
                                savings association as a 
                                savings association.
                  (C) Holding company regulation.--Any company 
                that controls a savings association that is 
                subject to any provision of subparagraph (B) 
                shall, within one year after the date on which 
                the savings association should have become or 
                ceases to be a qualified thrift lender, 
                register as and be deemed to be a bank holding 
                company subject to all of the provisions of the 
                Bank Holding Company Act of 1956, section 8 of 
                the Federal Deposit Insurance Act, and other 
                statutes applicable to bank holding companies, 
                in the same manner and to the same extent as if 
                the company were a bank holding company and the 
                savings association were a bank, as those terms 
                are defined in the Bank Holding Company Act of 
                1956.
                  (D) Requalification.--A savings association 
                that should have become or ceases to be a 
                qualified thrift lender shall not be subject to 
                subparagraph (B) or (C) if the savings 
                association becomes a qualified thrift lender 
                by meeting the qualified thrift lender 
                requirement in paragraph (1) on a monthly 
                average basis in 9 out of the preceding 12 
                months and remains a qualified thrift lender. 
                If the savings association (or any savings 
                association that acquired all or substantially 
                all of its assets from that savings 
                association) at any time thereafter ceases to 
                be a qualified thrift lender, it shall 
                immediately be subject to all provisions of 
                subparagraphs (B) and (C) as if all the periods 
                described in subparagraphs (B)(ii) and (C) had 
                expired.
                  (E) Exemption for specialized savings 
                associations serving certain military 
                personnel.--Subparagraph (A) shall not apply to 
                a savings association subsidiary of a savings 
                and loan holding company if at least 90 percent 
                of the customers of the savings and loan 
                holding company and its subsidiaries and 
                affiliates are active or former members in the 
                United States military services or the widows, 
                widowers, divorced spouses, or current or 
                former dependents of such members.
                  (F) Exemption for certain federal savings 
                associations.--This paragraph shall not apply 
                to any Federal savings association in existence 
                as a Federal savings association on the date of 
                enactment of the Financial Institutions Reform, 
                Recovery, and Enforcement Act of 1989--
                          (i) that was chartered before October 
                        15, 1982, as a savings bank or a 
                        cooperative bank under State law; or
                          (ii) that acquired its principal 
                        assets from an association that was 
                        chartered before October 15, 1982, as a 
                        savings bank or a cooperative bank 
                        under State law.
                  (G) No circumvention of exit moratorium.--
                Subparagraph (A) of this paragraph shall not be 
                construed as permitting any insured depository 
                institution to engage in any conversion 
                transaction prohibited under section 5(d) of 
                the Federal Deposit Insurance Act.
          (4) Definitions.--For purposes of this subsection, 
        the following definitions shall apply:
                  (A) Actual thrift investment percentage.--The 
                term ``actual thrift investment percentage'' 
                means the percentage determined by dividing--
                          (i) the amount of a savings 
                        association's qualified thrift 
                        investments, by
                          (ii) the amount of the savings 
                        association's portfolio assets.
                  (B) Portfolio assets.--The term ``portfolio 
                assets'' means, with respect to any savings 
                association, the total assets of the savings 
                association, minus the sum of--
                          (i) goodwill and other intangible 
                        assets;
                          (ii) the value of property used by 
                        the savings association to conduct its 
                        business; and
                          (iii) liquid assets of the type 
                        required to be maintained under section 
                        6 of the Home Owners' Loan Act, as in 
                        effect on the day before the date of 
                        the enactment of the Financial 
                        Regulatory Relief and Economic 
                        Efficiency Act of 2000, in an amount 
                        not exceeding the amount equal to 20 
                        percent of the savings association's 
                        total assets.
                  (C) Qualified thrift investments.--
                          (i) In general.--The term ``qualified 
                        thrift investments'' means, with 
                        respect to any savings association, the 
                        assets of the savings association that 
                        are described in clauses (ii) and 
                        (iii).
                          (ii) Assets includible without 
                        limit.--The following assets are 
                        described in this clause for purposes 
                        of clause (i):
                                  (I) The aggregate amount of 
                                loans held by the savings 
                                association that were made to 
                                purchase, refinance, construct, 
                                improve, or repair domestic 
                                residential housing or 
                                manufactured housing.
                                  (II) Home-equity loans.
                                  (III) Securities backed by or 
                                representing an interest in 
                                mortgages on domestic 
                                residential housing or 
                                manufactured housing.
                                  (IV) Existing obligations of 
                                deposit insurance agencies.--
                                Direct or indirect obligations 
                                of the Federal Deposit 
                                Insurance Corporation or the 
                                Federal Savings and Loan 
                                Insurance Corporation issued in 
                                accordance with the terms of 
                                agreements entered into prior 
                                to July 1, 1989, for the 10-
                                year period beginning on the 
                                date of issuance of such 
                                obligations.
                                  (V) New obligations of 
                                deposit insurance agencies.--
                                Obligations of the Federal 
                                Deposit Insurance Corporation, 
                                the Federal Savings and Loan 
                                Insurance Corporation, the 
                                FSLIC Resolution Fund, and the 
                                Resolution Trust Corporation 
                                issued in accordance with the 
                                terms of agreements entered 
                                into on or after July 1, 1989, 
                                for the 5-year period beginning 
                                on the date of issuance of such 
                                obligations.
                                  (VI) Shares of stock issued 
                                by any Federal home loan bank.
                                  (VII) Loans for educational 
                                purposes, loans to small 
                                businesses, and loans made 
                                through credit cards or credit 
                                card accounts.
                          (iii) Assets includible subject to 
                        percentage restriction.--The following 
                        assets are described in this clause for 
                        purposes of clause (i):
                                  (I) 50 percent of the dollar 
                                amount of the residential 
                                mortgage loans originated by 
                                such savings association and 
                                sold within 90 days of 
                                origination.
                                  (II) Investments in the 
                                capital stock or obligations 
                                of, and any other security 
                                issued by, any service 
                                corporation if such service 
                                corporation derives at least 80 
                                percent of its annual gross 
                                revenues from activities 
                                directly related to purchasing, 
                                refinancing, constructing, 
                                improving, or repairing 
                                domestic residential real 
                                estate or manufactured housing.
                                  (III) 200 percent of the 
                                dollar amount of loans and 
                                investments made to acquire, 
                                develop, and construct 1- to 4-
                                family residences the purchase 
                                price of which is or is 
                                guaranteed to be not greater 
                                than 60 percent of the median 
                                value of comparable newly 
                                constructed 1- to 4-family 
                                residences within the local 
                                community in which such real 
                                estate is located, except that 
                                not more than 25 percent of the 
                                amount included under this 
                                subclause may consist of 
                                commercial properties related 
                                to the development if those 
                                properties are directly related 
                                to providing services to 
                                residents of the development.
                                  (IV) 200 percent of the 
                                dollar amount of loans for the 
                                acquisition or improvement of 
                                residential real property, 
                                churches, schools, and nursing 
                                homes located within, and loans 
                                for any other purpose to any 
                                small businesses located within 
                                any area which has been 
                                identified by the appropriate 
                                Federal banking agency, in 
                                connection with any review or 
                                examination of community 
                                reinvestment practices, as a 
                                geographic area or neighborhood 
                                in which the credit needs of 
                                the low- and moderate-income 
                                residents of such area or 
                                neighborhood are not being 
                                adequately met.
                                  (V) Loans for the purchase or 
                                construction of churches, 
                                schools, nursing homes, and 
                                hospitals, other than those 
                                qualifying under clause (IV), 
                                and loans for the improvement 
                                and upkeep of such properties.
                                  (VI) Loans for personal, 
                                family, or household purposes 
                                (other than loans for personal, 
                                family, or household purposes 
                                described in clause (ii)(VII)).
                                  (VII) Shares of stock issued 
                                by the Federal Home Loan 
                                Mortgage Corporation or the 
                                Federal National Mortgage 
                                Association.
                          (iv) Percentage restriction 
                        applicable to certain assets.--The 
                        aggregate amount of the assets 
                        described in clause (iii) which may be 
                        taken into account in determining the 
                        amount of the qualified thrift 
                        investments of any savings association 
                        shall not exceed the amount which is 
                        equal to 20 percent of a savings 
                        association's portfolio assets.
                          (v) The term ``qualified thrift 
                        investments'' excludes--
                                  (I) except for home equity 
                                loans, that portion of any loan 
                                or investment that is used for 
                                any purpose other than those 
                                expressly qualifying under any 
                                subparagraph of clause (ii) or 
                                (iii); or
                                  (II) goodwill or any other 
                                intangible asset.
                  (D) Credit card.--The appropriate Federal 
                banking agency shall issue such regulations as 
                may be necessary to define the term ``credit 
                card''.
                  (E) Small business.--The appropriate Federal 
                banking agency shall issue such regulations as 
                may be necessary to define the term ``small 
                business''.
          (5) Consistent accounting required.--
                  (A) In determining the amount of a savings 
                association's portfolio assets, the assets of 
                any subsidiary of the savings association shall 
                be consolidated with the assets of the savings 
                association if--
                          (i) Assets of the subsidiary are 
                        consolidated with the assets of the 
                        savings association in determining the 
                        savings association's qualified thrift 
                        investments; or
                          (ii) Residential mortgage loans 
                        originated by the subsidiary are 
                        included pursuant to paragraph 
                        (4)(C)(iii)(I) in determining the 
                        savings association's qualified thrift 
                        investments.
                  (B) In determining the amount of a savings 
                association's portfolio assets and qualified 
                thrift investments, consistent accounting 
                principles shall be applied.
          (6) Special rules for puerto rico and virgin islands 
        savings associations.--
                  (A) Puerto rico savings associations.--With 
                respect to any savings association 
                headquartered and operating primarily in Puerto 
                Rico--
                          (i) the term ``qualified thrift 
                        investments'' includes, in addition to 
                        the items specified in paragraph (4)--
                                  (I) the aggregate amount of 
                                loans for personal, family, 
                                educational, or household 
                                purposes made to persons 
                                residing or domiciled in the 
                                Commonwealth of Puerto Rico; 
                                and
                                  (II) the aggregate amount of 
                                loans for the acquisition or 
                                improvement of churches, 
                                schools, or nursing homes, and 
                                of loans to small businesses, 
                                located within the Commonwealth 
                                of Puerto Rico; and
                          (ii) the aggregate amount of loans 
                        related to the purchase, acquisition, 
                        development and construction of 1- to 
                        4-family residential real estate--
                                  (I) which is located within 
                                the Commonwealth of Puerto 
                                Rico; and
                                  (II) the value of which (at 
                                the time of acquisition or upon 
                                completion of the development 
                                and construction) is below the 
                                median value of newly 
                                constructed 1- to 4-family 
                                residences in the Commonwealth 
                                of Puerto Rico, which may be 
                                taken into account in 
                                determining the amount of the 
                                qualified thrift investments 
                                and of such savings association 
                                shall be doubled.
                  (B) Virgin islands savings associations.--
                With respect to any savings association 
                headquartered and operating primarily in the 
                Virgin Islands--
                          (i) the term ``qualified thrift 
                        investments'' includes, in addition to 
                        the items specified in paragraph (4)--
                                  (I) the aggregate amount of 
                                loans for personal, family, 
                                educational, or household 
                                purposes made to persons 
                                residing or domiciled in the 
                                Virgin Islands; and
                                  (II) the aggregate amount of 
                                loans for the acquisition or 
                                improvement of churches, 
                                schools, or nursing homes, and 
                                of loans to small businesses, 
                                located within the Virgin 
                                Islands; and
                          (ii) the aggregate amount of loans 
                        related to the purchase, acquisition, 
                        development and construction of 1- to 
                        4-family residential real estate--
                                  (I) which is located within 
                                the Virgin Islands; and
                                  (II) the value of which (at 
                                the time of acquisition or upon 
                                completion of the development 
                                and construction) is below the 
                                median value of newly 
                                constructed 1- to 4-family 
                                residences in the Virgin 
                                Islands, which may be taken 
                                into account in determining the 
                                amount of the qualified thrift 
                                investments and of such savings 
                                association shall be doubled.
          (7) Transitional rule for certain savings 
        associations.--
                  (A) In general.--If any Federal savings 
                association in existence as a Federal savings 
                association on the date of enactment of the 
                Financial Institutions Reform, Recovery, and 
                Enforcement Act of 1989--
                          (i) that was chartered as a savings 
                        bank or a cooperative bank under State 
                        law before October 15, 1982; or
                          (ii) that acquired its principal 
                        assets from an association that was 
                        chartered before October 15, 1982, as a 
                        savings bank or a cooperative bank 
                        under State law,
                meets the requirements of subparagraph (B), 
                such savings association shall be treated as a 
                qualified thrift lender during the period 
                ending on September 30, 1995.
                  (B) Subparagraph (b) requirements.--A savings 
                association meets the requirements of this 
                subparagraph if, in the determination of the 
                appropriate Federal banking agency--
                          (i) the actual thrift investment 
                        percentage of such association does 
                        not, after the date of enactment of the 
                        Financial Institutions Reform, 
                        Recovery, and Enforcement Act of 1989, 
                        decrease below the actual thrift 
                        investment percentage of such 
                        association on July 15, 1989; and
                          (ii) the amount by which--
                                  (I) the actual thrift 
                                investment percentage of such 
                                association at the end of each 
                                period described in the 
                                following table, exceeds
                                  (II) the actual thrift 
                                investment percentage of such 
                                association on July 15, 1989,
                        is equal to or greater than the 
                        applicable percentage (as determined 
                        under the following table) of the 
                        amount by which 70 percent exceeds the 
                        actual thrift investment percentage of 
                        such association on such date of 
                        enactment:

        For the following                                 The applicable
          period:                                         percentage is:
        July 1, 1991-September 30, 1992.................      25 percent
        October 1, 1992-March 31, 1994..................      50 percent
        April 1, 1994-September 30, 1995................      75 percent
        Thereafter......................................     100 percent

                  (C) For purposes of this paragraph, the 
                actual thrift investment percentage of an 
                association on July 15, 1989, shall be 
                determined by applying the definition of 
                ``actual thrift investment percentage'' that 
                takes effect on July 1, 1991.
  (n) Tying Restrictions.--A savings and loan holding company 
and any of its affiliates shall be subject to section 5(q) and 
regulations prescribed under such section, in connection with 
transactions involving the products or services of such company 
or affiliate and those of an affiliated savings association as 
if such company or affiliate were a savings association.
  (o) Mutual Holding Companies.--
          (1) In general.--A savings association operating in 
        mutual form may reorganize so as to become a holding 
        company by--
                  (A) chartering an interim savings 
                association, the stock of which is to be wholly 
                owned, except as otherwise provided in this 
                section, by the mutual association; and
                  (B) transferring the substantial part of its 
                assets and liabilities, including all of its 
                insured liabilities, to the interim savings 
                association.
          (2) Directors and certain account holders' approval 
        of plan required.--A reorganization is not authorized 
        under this subsection unless--
                  (A) a plan providing for such reorganization 
                has been approved by a majority of the board of 
                directors of the mutual savings association; 
                and
                  (B) in the case of an association in which 
                holders of accounts and obligors exercise 
                voting rights, such plan has been submitted to 
                and approved by a majority of such individuals 
                at a meeting held at the call of the directors 
                in accordance with the procedures prescribed by 
                the association's charter and bylaws.
          (3) Notice to the director; disapproval period.--
                  (A) Notice required.--At least 60 days prior 
                to taking any action described in paragraph 
                (1), a savings association seeking to establish 
                a mutual holding company shall provide written 
                notice to the Board. The notice shall contain 
                such relevant information as the Board shall 
                require by regulation or by specific request in 
                connection with any particular notice.
                  (B) Transaction allowed if not disapproved.--
                Unless the Board within such 60-day notice 
                period disapproves the proposed holding company 
                formation, or extends for another 30 days the 
                period during which such disapproval may be 
                issued, the savings association providing such 
                notice may proceed with the transaction, if the 
                requirements of paragraph (2) have been met.
                  (C) Grounds for disapproval.--The Board may 
                disapprove any proposed holding company 
                formation only if--
                          (i) such disapproval is necessary to 
                        prevent unsafe or unsound practices;
                          (ii) the financial or management 
                        resources of the savings association 
                        involved warrant disapproval;
                          (iii) the savings association fails 
                        to furnish the information required 
                        under subparagraph (A); or
                          (iv) the savings association fails to 
                        comply with the requirement of 
                        paragraph (2).
                  (D) Retention of capital assets.--In 
                connection with the transaction described in 
                paragraph (1), a savings association may, 
                subject to the approval of the Board, retain 
                capital assets at the holding company level to 
                the extent that such capital exceeds the 
                association's capital requirement established 
                by the Board pursuant to subsections (s) and 
                (t) of section 5.
          (4) Ownership.--
                  (A) In general.--Persons having ownership 
                rights in the mutual association pursuant to 
                section 5(b)(1)(B) of this Act or State law 
                shall have the same ownership rights with 
                respect to the mutual holding company.
                  (B) Holders of certain accounts.--Holders of 
                savings, demand or other accounts of--
                          (i) a savings association chartered 
                        as part of a transaction described in 
                        paragraph (1); or
                          (ii) a mutual savings association 
                        acquired pursuant to paragraph (5)(B),
                shall have the same ownership rights with 
                respect to the mutual holding company as 
                persons described in subparagraph (A) of this 
                paragraph.
          (5) Permitted activities.--A mutual holding company 
        may engage only in the following activities:
                  (A) Investing in the stock of a savings 
                association.
                  (B) Acquiring a mutual association through 
                the merger of such association into a savings 
                association subsidiary of such holding company 
                or an interim savings association subsidiary of 
                such holding company.
                  (C) Subject to paragraph (6), merging with or 
                acquiring another holding company, one of whose 
                subsidiaries is a savings association.
                  (D) Investing in a corporation the capital 
                stock of which is available for purchase by a 
                savings association under Federal law or under 
                the law of any State where the subsidiary 
                savings association or associations have their 
                home offices.
                  (E) Engaging in the activities described in 
                subsection (c)(2) or (c)(9)(A)(ii).
          (6) Limitations on certain activities of acquired 
        holding companies.--
                  (A) New activities.--If a mutual holding 
                company acquires or merges with another holding 
                company under paragraph (5)(C), the holding 
                company acquired or the holding company 
                resulting from such merger or acquisition may 
                only invest in assets and engage in activities 
                which are authorized under paragraph (5).
                  (B) Grace period for divesting prohibited 
                assets or discontinuing prohibited 
                activities.--Not later than 2 years following a 
                merger or acquisition described in paragraph 
                (5)(C), the acquired holding company or the 
                holding company resulting from such merger or 
                acquisition shall--
                          (i) dispose of any asset which is an 
                        asset in which a mutual holding company 
                        may not invest under paragraph (5); and
                          (ii) cease any activity which is an 
                        activity in which a mutual holding 
                        company may not engage under paragraph 
                        (5).
          (7) Regulation.--A mutual holding company shall be 
        chartered by the Board and shall be subject to such 
        regulations as the Board may prescribe. Unless the 
        context otherwise requires, a mutual holding company 
        shall be subject to the other requirements of this 
        section regarding regulation of holding companies.
          (8) Capital improvement.--
                  (A) Pledge of stock of savings association 
                subsidiary.--This section shall not prohibit a 
                mutual holding company from pledging all or a 
                portion of the stock of a savings association 
                chartered as part of a transaction described in 
                paragraph (1) to raise capital for such savings 
                association.
                  (B) Issuance of nonvoting shares.--This 
                section shall not prohibit a savings 
                association chartered as part of a transaction 
                described in paragraph (1) from issuing any 
                nonvoting shares or less than 50 percent of the 
                voting shares of such association to any person 
                other than the mutual holding company.
          (9) Insolvency and liquidation.--
                  (A) In general.--Notwithstanding any 
                provision of law, upon--
                          (i) the default of any savings 
                        association--
                                  (I) the stock of which is 
                                owned by any mutual holding 
                                company; and
                                  (II) which was chartered in a 
                                transaction described in 
                                paragraph (1);
                          (ii) the default of a mutual holding 
                        company; or
                          (iii) a foreclosure on a pledge by a 
                        mutual holding company described in 
                        paragraph (8)(A),
                a trustee shall be appointed receiver of such 
                mutual holding company and such trustee shall 
                have the authority to liquidate the assets of, 
                and satisfy the liabilities of, such mutual 
                holding company pursuant to title 11, United 
                States Code.
                  (B) Distribution of net proceeds.--Except as 
                provided in subparagraph (C), the net proceeds 
                of any liquidation of any mutual holding 
                company pursuant to subparagraph (A) shall be 
                transferred to persons who hold ownership 
                interests in such mutual holding company.
                  (C) Recovery by corporation.--If the 
                Corporation incurs a loss as a result of the 
                default of any savings association subsidiary 
                of a mutual holding company which is liquidated 
                pursuant to subparagraph (A), the Corporation 
                shall succeed to the ownership interests of the 
                depositors of such savings association in the 
                mutual holding company, to the extent of the 
                Corporation's loss.
          (10) Definitions.--For purposes of this subsection--
                  (A) Mutual holding company.--The term 
                ``mutual holding company'' means a corporation 
                organized as a holding company under this 
                subsection.
                  (B) Mutual association.--The term ``mutual 
                association'' means a savings association which 
                is operating in mutual form.
                  (C) Default.--The term ``default'' means an 
                adjudication or other official determination of 
                a court of competent jurisdiction or other 
                public authority pursuant to which a 
                conservator, receiver, or other legal custodian 
                is appointed.
          (11) Dividends.--
                  (A) Declaration of dividends.--
                          (i) Advance notice required.--Each 
                        subsidiary of a mutual holding company 
                        that is a savings association shall 
                        give the appropriate Federal banking 
                        agency and the Board notice not later 
                        than 30 days before the date of a 
                        proposed declaration by the board of 
                        directors of the savings association of 
                        any dividend on the guaranty, 
                        permanent, or other nonwithdrawable 
                        stock of the savings association.
                          (ii) Invalid dividends.--Any dividend 
                        described in clause (i) that is 
                        declared without giving notice to the 
                        appropriate Federal banking agency and 
                        the Board under clause (i), or that is 
                        declared during the 30-day period 
                        preceding the date of a proposed 
                        declaration for which notice is given 
                        to the appropriate Federal banking 
                        agency and the Board under clause (i), 
                        shall be invalid and shall confer no 
                        rights or benefits upon the holder of 
                        any such stock.
                  (B) Waiver of dividends.--A mutual holding 
                company may waive the right to receive any 
                dividend declared by a subsidiary of the mutual 
                holding company, if--
                          (i) no insider of the mutual holding 
                        company, associate of an insider, or 
                        tax-qualified or non-tax-qualified 
                        employee stock benefit plan of the 
                        mutual holding company holds any share 
                        of the stock in the class of stock to 
                        which the waiver would apply; or
                          (ii) the mutual holding company gives 
                        written notice to the Board of the 
                        intent of the mutual holding company to 
                        waive the right to receive dividends, 
                        not later than 30 days before the date 
                        of the proposed date of payment of the 
                        dividend, and the Board does not object 
                        to the waiver.
                  (C) Resolution included in waiver notice.--A 
                notice of a waiver under subparagraph (B) shall 
                include a copy of the resolution of the board 
                of directors of the mutual holding company, in 
                such form and substance as the Board may 
                determine, together with any supporting 
                materials relied upon by the board of directors 
                of the mutual holding company, concluding that 
                the proposed dividend waiver is consistent with 
                the fiduciary duties of the board of directors 
                to the mutual members of the mutual holding 
                company.
                  (D) Standards for waiver of dividend.--The 
                Board may not object to a waiver of dividends 
                under subparagraph (B) if--
                          (i) the waiver would not be 
                        detrimental to the safe and sound 
                        operation of the savings association;
                          (ii) the board of directors of the 
                        mutual holding company expressly 
                        determines that a waiver of the 
                        dividend by the mutual holding company 
                        is consistent with the fiduciary duties 
                        of the board of directors to the mutual 
                        members of the mutual holding company; 
                        and
                          (iii) the mutual holding company has, 
                        prior to December 1, 2009--
                                  (I) reorganized into a mutual 
                                holding company under 
                                subsection (o);
                                  (II) issued minority stock 
                                either from its mid-tier stock 
                                holding company or its 
                                subsidiary stock savings 
                                association; and
                                  (III) waived dividends it had 
                                a right to receive from the 
                                subsidiary stock savings 
                                association.
                  (E) Valuation.--
                          (i) In general.--The appropriate 
                        Federal banking agency shall consider 
                        waived dividends in determining an 
                        appropriate exchange ratio in the event 
                        of a full conversion to stock form.
                          (ii) Exception.--In the case of a 
                        savings association that has 
                        reorganized into a mutual holding 
                        company, has issued minority stock from 
                        a mid-tier stock holding company or a 
                        subsidiary stock savings association of 
                        the mutual holding company, and has 
                        waived dividends it had a right to 
                        receive from a subsidiary savings 
                        association before December 1, 2009, 
                        the appropriate Federal banking agency 
                        shall not consider waived dividends in 
                        determining an appropriate exchange 
                        ratio in the event of a full conversion 
                        to stock form.
  (p) Holding Company Activities Constituting Serious Risk to 
Subsidiary Savings Association.--
          (1) Determination and imposition of restrictions.--If 
        the Board or the appropriate Federal banking agency for 
        the savings association determines that there is 
        reasonable cause to believe that the continuation by a 
        savings and loan holding company of any activity 
        constitutes a serious risk to the financial safety, 
        soundness, or stability of a savings and loan holding 
        company's subsidiary savings association, the Board may 
        impose such restrictions as the Board, in consultation 
        with the appropriate Federal banking agency for the 
        savings association determines to be necessary to 
        address such risk. Such restrictions shall be issued in 
        the form of a directive to the holding company and any 
        of its subsidiaries, limiting--
                  (A) the payment of dividends by the savings 
                association;
                  (B) transactions between the savings 
                association, the holding company, and the 
                subsidiaries or affiliates of either; and
                  (C) any activities of the savings association 
                that might create a serious risk that the 
                liabilities of the holding company and its 
                other affiliates may be imposed on the savings 
                association.
        Such directive shall be effective as a cease and desist 
        order that has become final.
          (2) Review of directive.--
                  (A) Administrative review.--After a directive 
                referred to in paragraph (1) is issued, the 
                savings and loan holding company, or any 
                subsidiary of such holding company subject to 
                the directive, may object and present in 
                writing its reasons why the directive should be 
                modified or rescinded. Unless within 10 days 
                after receipt of such response the Board 
                affirms, modifies, or rescinds the directive, 
                such directive shall automatically lapse.
                  (B) Judicial review.--If the Board affirms or 
                modifies a directive pursuant to subparagraph 
                (A), any affected party may immediately 
                thereafter petition the United States district 
                court for the district in which the savings and 
                loan holding company has its main office or in 
                the United States District Court for the 
                District of Columbia to stay, modify, terminate 
                or set aside the directive. Upon a showing of 
                extraordinary cause, the savings and loan 
                holding company, or any subsidiary of such 
                holding company subject to a directive, may 
                petition a United States district court for 
                relief without first pursuing or exhausting the 
                administrative remedies set forth in this 
                paragraph.
  (q) Qualified Stock Issuance by Undercapitalized Savings 
Associations or Holding Companies.--
          (1) In general.--For purposes of this section, any 
        issue of shares of stock shall be treated as a 
        qualified stock issuance if the following conditions 
        are met:
                  (A) The shares of stock are issued by--
                          (i) an undercapitalized savings 
                        association; or
                          (ii) a savings and loan holding 
                        company which is not a bank holding 
                        company but which controls an 
                        undercapitalized savings association 
                        if, at the time of issuance, the 
                        savings and loan holding company is 
                        legally obligated to contribute the net 
                        proceeds from the issuance of such 
                        stock to the capital of an 
                        undercapitalized savings association 
                        subsidiary of such holding company.
                  (B) All shares of stock issued consist of 
                previously unissued stock or treasury shares.
                  (C) All shares of stock issued are purchased 
                by a savings and loan holding company that is 
                registered, as of the date of purchase, with 
                the Board in accordance with the provisions of 
                subsection (b)(1) of this section.
                  (D) Subject to paragraph (2), the Board 
                approved the purchase of the shares of stock by 
                the acquiring savings and loan holding company.
                  (E) The entire consideration for the stock 
                issued is paid in cash by the acquiring savings 
                and loan holding company.
                  (F) At the time of the stock issuance, each 
                savings association subsidiary of the acquiring 
                savings and loan holding company (other than an 
                association acquired in a transaction pursuant 
                to subsection (c) or (k) of section 13 of the 
                Federal Deposit Insurance Act or section 408(m) 
                of the National Housing Act) has capital (after 
                deducting any subordinated debt, intangible 
                assets, and deferred, unamortized gains or 
                losses) of not less than 6\1/2\ percent of the 
                total assets of such savings association.
                  (G) Immediately after the stock issuance, the 
                acquiring savings and loan holding company 
                holds not more than 15 percent of the 
                outstanding voting stock of the issuing 
                undercapitalized savings association or savings 
                and loan holding company.
                  (H) Not more than one of the directors of the 
                issuing association or company is an officer, 
                director, employee, or other representative of 
                the acquiring company or any of its affiliates.
                  (I) Transactions between the savings 
                association or savings and loan holding company 
                that issues the shares pursuant to this section 
                and the acquiring company and any of its 
                affiliates shall be subject to the provisions 
                of section 11.
          (2) Approval of acquisitions.--
                  (A) Additional capital commitments not 
                required.--The Board shall not disapprove any 
                application for the purchase of stock in 
                connection with a qualified stock issuance on 
                the grounds that the acquiring savings and loan 
                holding company has failed to undertake to make 
                subsequent additional capital contributions to 
                maintain the capital of the undercapitalized 
                savings association at or above the minimum 
                level required by the Board or any other 
                Federal agency having jurisdiction.
                  (B) Other conditions.--Notwithstanding 
                subsection (a)(4), the Board may impose such 
                conditions on any approval of an application 
                for the purchase of stock in connection with a 
                qualified stock issuance as the Board 
                determines to be appropriate, including--
                          (i) a requirement that any savings 
                        association subsidiary of the acquiring 
                        savings and loan holding company limit 
                        dividends paid to such holding company 
                        for such period of time as the Board 
                        may require; and
                          (ii) such other conditions as the 
                        Board deems necessary or appropriate to 
                        prevent evasions of this section.
                  (C) Application deemed approved if not 
                disapproved within 90 days.--An application for 
                approval of a purchase of stock in connection 
                with a qualified stock issuance shall be deemed 
                to have been approved by the Board if such 
                application has not been disapproved by the 
                Board before the end of the 90-day period 
                beginning on the date such application has been 
                deemed sufficient under regulations issued by 
                the Board.
          (3) No limitation on class of stock issued.--The 
        shares of stock issued in connection with a qualified 
        stock issuance may be shares of any class.
          (4) Undercapitalized savings association defined.--
        For purposes of this subsection, the term 
        ``undercapitalized savings association'' means any 
        savings association--
                  (A) the assets of which exceed the 
                liabilities of such association; and
                  (B) which does not comply with one or more of 
                the capital standards in effect under section 
                5(t).
  (r) Penalty for Failure To Provide Timely and Accurate 
Reports.--
          (1) First tier.--Any savings and loan holding 
        company, and any subsidiary of such holding company, 
        which--
                  (A) maintains procedures reasonably adapted 
                to avoid any inadvertent and unintentional 
                error and, as a result of such an error--
                          (i) fails to submit or publish any 
                        report or information required under 
                        this section or regulations prescribed 
                        by the Board or appropriate Federal 
                        banking agency, within the period of 
                        time specified by the Board or 
                        appropriate Federal banking agency; or
                          (ii) submits or publishes any false 
                        or misleading report or information; or
                  (B) inadvertently transmits or publishes any 
                report which is minimally late,
        shall be subject to a penalty of not more than $2,000 
        for each day during which such failure continues or 
        such false or misleading information is not corrected. 
        Such holding company or subsidiary shall have the 
        burden of proving by a preponderence of the evidence 
        that an error was inadvertent and unintentional and 
        that a report was inadvertently transmitted or 
        published late.
          (2) Second tier.--Any savings and loan holding 
        company, and any subsidiary of such holding company, 
        which--
                  (A) fails to submit or publish any report or 
                information required under this section or 
                under regulations prescribed by the Board or 
                appropriate Federal banking agency, within the 
                period of time specified by the Board or 
                appropriate Federal banking agency; or
                  (B) submits or publishes any false or 
                misleading report or information,
        in a manner not described in paragraph (1) shall be 
        subject to a penalty of not more than $20,000 for each 
        day during which such failure continues or such false 
        or misleading information is not corrected.
          (3) Third tier.--If any savings and loan holding 
        company or any subsidiary of such a holding company 
        knowingly or with reckless disregard for the accuracy 
        of any information or report described in paragraph (2) 
        submits or publishes any false or misleading report or 
        information, the Board or appropriate Federal banking 
        agency may assess a penalty of not more than $1,000,000 
        or 1 percent of total assets of such company or 
        subsidiary, whichever is less, per day for each day 
        during which such failure continues or such false or 
        misleading information is not corrected.
          (4) Assessment.--Any penalty imposed under paragraph 
        (1), (2), or (3) shall be assessed and collected by the 
        Board or appropriate Federal banking agency in the 
        manner provided in subparagraphs (E), (F), (G), and (I) 
        of section 8(i)(2) of the Federal Deposit Insurance Act 
        (for penalties imposed under such section) and any such 
        assessment (including the determination of the amount 
        of the penalty) shall be subject to the provisions of 
        such subsection.
          (5) Hearing.--Any savings and loan holding company or 
        any subsidiary of such a holding company against which 
        any penalty is assessed under this subsection shall be 
        afforded a hearing if such savings and loan holding 
        company or such subsidiary, as the case may be, submits 
        a request for such hearing within 20 days after the 
        issuance of the notice of assessment. Section 8(h) of 
        the Federal Deposit Insurance Act shall apply to any 
        proceeding under this subsection.
  (s) Mergers, Consolidations, and Other Acquisitions 
Authorized.--
          (1) In general.--Subject to sections 5(d)(3) and 
        18(c) of the Federal Deposit Insurance Act and all 
        other applicable laws, any Federal savings association 
        may acquire or be acquired by any insured depository 
        institution.
          (2) Expedited approval of acquisitions.--
                  (A) In general.--Any application by a savings 
                association to acquire or be acquired by 
                another insured depository institution which is 
                required to be filed with the appropriate 
                Federal banking agency for the savings 
                association under any applicable law or 
                regulation shall be approved or disapproved in 
                writing by the appropriate Federal banking 
                agency for the savings association before the 
                end of the 60-day period beginning on the date 
                such application is filed with the agency.
                  (B) Extension of period.--The period for 
                approval or disapproval referred to in 
                subparagraph (A) may be extended for an 
                additional 30-day period if the appropriate 
                Federal banking agency for the savings 
                association determines that--
                          (i) an applicant has not furnished 
                        all of the information required to be 
                        submitted; or
                          (ii) in the judgment of the 
                        appropriate Federal banking agency for 
                        the savings association, any material 
                        information submitted is substantially 
                        inaccurate or incomplete.
          (3) Acquire defined.--For purposes of this 
        subsection, the term ``acquire'' means to acquire, 
        directly or indirectly, ownership or control through a 
        merger or consolidation or an acquisition of assets or 
        assumption of liabilities, provided that following such 
        merger, consolidation, or acquisition, an acquiring 
        insured depository institution may not own the shares 
        of the acquired insured depository institution.
          (4) Regulations.--
                  (A) Required.--The Comptroller shall 
                prescribe such regulations as may be necessary 
                to carry out paragraph (1).
                  (B) Effective date.--The regulations required 
                under subparagraph (A) shall--
                          (i) be prescribed in final form 
                        before the end of the 90-day period 
                        beginning on the date of the enactment 
                        of this subsection; and
                          (ii) take effect before the end of 
                        the 120-day period beginning on such 
                        date.
          (5) Limitation.--No provision of this section shall 
        be construed to authorize a national bank or any 
        subsidiary thereof to engage in any activity not 
        otherwise authorized under the National Bank Act or any 
        other law governing the powers of a national bank.
  (t) Exemption for Bank Holding Companies.--This section shall 
not apply to a bank holding company that is subject to the Bank 
Holding Company Act of 1956, or any company controlled by such 
bank holding company.
          * * * * * * *
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                          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 or 
                more;
                  (B) all savings and loan holding companies 
                having total consolidated assets of 
                $100,000,000,000 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, 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.
          (4) Excluded assets.--For purposes of paragraph 
        (2)(B), the total consolidated assets of an insurance 
        savings and loan holding company, as defined in section 
        10(a)(1)(L) of the Home Owners' Loan Act (12 U.S.C. 
        1467a(a)(1)(L)), shall not include assets attributable 
        to the business of insurance conducted by such company 
        or any affiliate of such company, other than assets 
        associated with insurance for credit risk.

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