```

[Congressional Bills 111th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3996 Introduced in House (IH)]

111th CONGRESS
  1st Session
                                H. R. 3996

        To improve financial stability, and for other purposes.

_______________________________________________________________________

                    IN THE HOUSE OF REPRESENTATIVES

                            November 3, 2009

  Mr. Frank of Massachusetts introduced the following bill; which was 
referred to the Committee on Financial Services, and in addition to the 
  Committees on the Judiciary, Agriculture, and Ways and Means, for a 
 period to be subsequently determined by the Speaker, in each case for 
consideration of such provisions as fall within the jurisdiction of the 
                          committee concerned

_______________________________________________________________________

                                 A BILL

 
        To improve financial stability, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

                TITLE I--FINANCIAL STABILITY IMPROVEMENT

SEC. 1000. SHORT TITLE; DEFINITIONS; TABLE OF CONTENTS.

    (a) Short Title.--This title may be cited as the ``Financial 
Stability Improvement Act of 2009''.
    (b) Definitions.--For purposes of this Act, the following 
definitions shall apply:
            (1) The term ``Board'' means the Board of Governors of the 
        Federal Reserve System.
            (2) The term ``Council'' means the Financial Services 
        Oversight Council established under section 1001 of this Act.
            (3) The term ``Federal financial regulatory agency'' means 
        any agency that has a voting member of the Council as set forth 
        in section 1001(b)(1).
            (4) The term ``financial company'' means a company or other 
        entity--
                    (A) that is--
                            (i) incorporated or organized under the 
                        laws of the United States or any State, 
                        territory, or possession of the United States, 
                        the District of Columbia, Commonwealth of 
                        Puerto Rico, Commonwealth of Northern Mariana 
                        Islands, Guam, American Samoa, or the United 
                        States Virgin Islands;
                            (ii) a Federal or State branch or agency of 
                        a foreign bank as such terms are defined in the 
                        International Banking Act of 1978 (12 U.S.C. 
                        3101(b)); or
                            (iii) a United States affiliate or other 
                        United States operating entity of a company 
                        that is incorporated or organized in a country 
                        other than the United States; and
                    (B) that is, in whole or in part, directly or 
                indirectly, engaged in financial activities.
            (5) The term ``identified financial holding company'' means 
        a financial company that the Council has identified for 
        heightened prudential standards under subtitle B of this Act, 
        unless such financial company is required to establish an 
        intermediate holding company under section 6 of the Bank 
        Holding Company Act, in which case the ``identified financial 
        holding company'' is such section 6 holding company through 
        which the financial company is required to conduct its 
        financial activities.
            (6) The term ``primary financial regulatory agency'' means 
        the following:
                    (A) The Comptroller of the Currency, with respect 
                to any national bank, any Federal branch or Federal 
                agency of a foreign bank, and, after the date on which 
                the functions of the Office of Thrift Supervision and 
                the Director of the Office of Thrift Supervision are 
                transferred under subtitle C, a Federal savings 
                association.
                    (B) The Board, with respect to--
                            (i) a State member bank;
                            (ii) any bank holding company and any 
                        subsidiary of such company (as such terms are 
                        defined in the Bank Holding Company Act), other 
                        than a subsidiary that is described in any 
                        other subparagraph of this paragraph to the 
                        extent that the subsidiary is engaged in an 
                        activity described in such subparagraph;
                            (iii) any identified financial holding 
                        company and any subsidiary (as such term is 
                        defined in the Bank Holding Company Act) of 
                        such company, other than a subsidiary that is 
                        described in any other subparagraph of this 
                        paragraph to the extent that the subsidiary is 
                        engaged in an activity described in such 
                        subparagraph;
                            (iv) after the date on which the functions 
                        of the Office of Thrift Supervision are 
                        transferred under subtitle C, any savings and 
                        loan holding company (as defined in section 
                        10(a)(1)(D) of the Home Owners' Loan Act) and 
                        any subsidiary (as such term is defined in the 
                        Bank Holding Company Act) of a such company, 
                        other than a subsidiary that is described in 
                        any other subparagraph of this paragraph, to 
                        the extent that the subsidiary is engaged in an 
                        activity described in such subparagraph;
                            (v) any organization organized and operated 
                        under section 25 or 25A of the Federal Reserve 
                        Act (12 U.S.C. 601 et seq. or 611 et seq.); and
                            (vi) any foreign bank or company that is 
                        treated as a bank holding company under 
                        subsection (a) of section 8 of the 
                        International Banking Act of 1978 applies and 
                        any subsidiary (other than a bank or other 
                        subsidiary that is described in any other 
                        subparagraph of this paragraph) of any such 
                        foreign bank or company.
                    (C) The Federal Deposit Insurance Corporation, with 
                respect to a State nonmember bank, any insured State 
                branch of a foreign bank (as such terms are defined in 
                section 3 of the Federal Deposit Insurance Act), and, 
                after the date on which the functions of the Office of 
                Thrift Supervision are transferred under subtitle C, 
                any State savings association.
                    (D) The National Credit Union Administration, with 
                respect to any insured credit union under the Federal 
                Credit Union Act (12 U.S.C. 1751 et seq.).
                    (E) The Securities and Exchange Commission, with 
                respect to--
                            (i) any broker or dealer registered with 
                        the Securities and Exchange Commission under 
                        the Securities Exchange Act of 1934 (15 U.S.C. 
                        78a et seq.);
                            (ii) any investment company registered with 
                        the Securities and Exchange Commission under 
                        the Investment Company Act of 1940 (15 U.S.C. 
                        80a-1 et seq.);
                            (iii) any investment adviser registered 
                        with the Securities and Exchange Commission 
                        under the Investment Advisers Act of 1940 (15 
                        U.S.C. 80b-1 et seq.) with respect to the 
                        investment advisory activities of such company 
                        and activities incidental to such advisory 
                        activities; and
                            (iv) any clearing agency registered with 
                        the Securities and Exchange Commission under 
                        the Securities Exchange Act of 1934 (15 U.S.C. 
                        78a et seq.).
                    (F) The Commodity Futures Trading Commission, with 
                respect to--
                            (i) any futures commission merchant, any 
                        commodity trading adviser, and any commodity 
                        pool operator registered with the Commodity 
                        Futures Trading Commission under the Commodity 
                        Exchange Act (7 U.S.C. 1 et seq.) with respect 
                        to the commodities activities of such entity 
                        and activities incidental to such commodities 
                        activities; and [Text missing?]
                    (G) The Federal Housing Finance Agency with respect 
                to the Federal National Mortgage Association or the 
                Federal Home Loan Mortgage Corporation, and the Federal 
                home loan banks.
                    (H) The State insurance authority of the State in 
                which an insurance company is domiciled, with respect 
                to the insurance activities and activities incidental 
                to such insurance activities of an insurance company 
                that is subject to supervision by the State insurance 
                authority under State insurance law.
                    (I) The Office of Thrift Supervision, with respect 
                to any Federal savings association, State savings 
                association, or savings and loan holding company, until 
                the date on which the functions of the Office of Thrift 
                Supervision are transferred under subtitle C.
            (7) Terms defined in other laws.--
                    (A) Affiliate.--The term ``affiliate'' has the 
                meaning given such term in section 2(k) of the Bank 
                Holding Company Act of 1956.
                    (B) State member bank, state nonmember bank.--The 
                terms ``State member bank'' and ``State nonmember 
                bank'' have the same meanings as in subsections (d)(2) 
                and (e)(2), respectively, of section 3 of the Federal 
                Deposit Insurance Act.
    (c) Table of Contents.--The table of contents for this Act is as 
follows:

Sec. 1000. Short title; definitions; table of contents.
          Subtitle A--The Financial Services Oversight Council

Sec. 1001. Financial Services Oversight Council established.
Sec. 1002. Resolution of disputes among Federal financial regulatory 
                            agencies.
Sec. 1003. Technical and professional advisory committees.
Sec. 1004. Financial Services Oversight Council meetings and council 
                            governance.
Sec. 1005. Council staff and funding.
Sec. 1006. Reports to the Congress.
Sec. 1007. Applicability of certain Federal laws.
   Subtitle B--Prudential Regulation of Companies and Activities for 
                      Financial Stability Purposes

Sec. 1101. Council and Board authority to obtain information.
Sec. 1102. Council prudential regulation recommendations to primary 
                            regulators.
Sec. 1103. Identification of financial companies for heightened 
                            prudential standards for financial 
                            stability purposes.
Sec. 1104. Regulation of identified financial holding companies for 
                            financial stability purposes.
Sec. 1105. Authority to file involuntary petition for bankruptcy.
Sec. 1106. Identification of activities or practices for heightened 
                            prudential standards and safeguards for 
                            financial stability purposes.
Sec. 1107. Regulation of identified activities for financial stability 
                            purposes.
Sec. 1108. Effect of rescission of identification.
Sec. 1109. Emergency financial stabilization.
Sec. 1110. Examinations and enforcement actions for insurance and 
                            resolutions purposes.
Sec. 1111. Rule of construction.
   Subtitle C--Improvements to Supervision and Regulation of Federal 
                        Depository Institutions

Sec. 1201. Definitions.
Sec. 1202. Amendments to the Home Owners' Loan Act relating to transfer 
                            of functions.
Sec. 1203. Amendments to the revised statutes.
Sec. 1204. Power and duties transferred.
Sec. 1205. Transfer date.
Sec. 1206. Office of Thrift Supervision abolished.
Sec. 1207. Savings provisions.
Sec. 1208. Regulations and orders.
Sec. 1209. Coordination of transition activities.
Sec. 1210. Interim responsibilities of office of the comptroller of the 
                            currency and office of thrift supervision.
Sec. 1211. Employees transferred.
Sec. 1212. Property transferred.
Sec. 1213. Funds transferred.
Sec. 1214. Disposition of affairs.
Sec. 1215. Continuation of services.
Sec. 1216. Treatment of savings and loan holding companies.
Sec. 1217. Practices of certain mutual thrift holding companies 
                            preserved.
Sec. 1218. Composition of board of directors of the Federal Deposit 
                            Insurance Corporation.
Sec. 1219. Amendments to section 3.
Sec. 1220. Amendments to section 7.
Sec. 1221. Amendments to section 8.
Sec. 1222. Amendments to section 11.
Sec. 1223. Amendments to section 13.
Sec. 1224. Amendments to section 18.
Sec. 1225. Amendments to section 28.
Sec. 1226. Amendments to the Alternative Mortgage Transaction Parity 
                            Act of 1982.
Sec. 1227. Amendments to the Bank Holding Company Act of 1956.
Sec. 1228. Amendments to the Bank Protection Act of 1968.
Sec. 1229. Amendments to the Bank Service Company Act.
Sec. 1230. Amendments to the Community Reinvestment Act of 1977.
Sec. 1231. Amendments to the Depository Institution Management 
                            Interlocks Act.
Sec. 1232. Amendments to the Emergency Homeowner's Relief Act.
Sec. 1233. Amendments to the Equal Credit Opportunity Act.
Sec. 1234. Amendments to the Federal Credit Union Act.
Sec. 1235. Amendments to the Federal Financial Institutions Examination 
                            Council Act of 1978.
Sec. 1236. Amendments to the Federal Home Loan Bank Act.
Sec. 1237. Amendments to the Federal Reserve Act.
Sec. 1238. Amendments to the Financial Institutions Reform, Recovery, 
                            and Enforcement Act of 1989.
Sec. 1239. Amendments to the Housing Act of 1948.
Sec. 1240. Amendments to the Housing and Community Development Act of 
                            1992.
Sec. 1241. Amendments to the Housing and Urban-Rural Recovery Act of 
                            1983.
Sec. 1242. Amendments to the National Housing Act.
Sec. 1243. Amendments to the Right to Financial Privacy Act of 1978.
Sec. 1244. Amendments to the Balanced Budget and Emergency Deficit 
                            Control Act of 1985.
Sec. 1245. Amendments to the Crime Control Act of 1990.
Sec. 1246. Amendment to the Flood Disaster Protection Act of 1973.
Sec. 1247. Amendments to the Investment Company Act of 1940.
Sec. 1248. Amendments to the Neighborhood Reinvestment Corporation Act.
Sec. 1249. Amendments to the Securities Exchange Act of 1934.
Sec. 1250. Amendments to title 18, United States Code.
Sec. 1251. Amendments to title 31, United States Code.
  Subtitle D--Further Improvements to the Regulation of Bank Holding 
                 Companies and Depository Institutions

Sec. 1301. Treatment of credit card banks, industrial loan companies, 
                            and certain other companies under the Bank 
                            Holding Company Act.
Sec. 1302. Registration of certain companies as bank holding companies.
Sec. 1303. Reports and examinations of bank holding companies; 
                            regulation of functionally regulated 
                            subsidiaries.
Sec. 1304. Requirements for financial holding companies to remain well 
                            capitalized and well managed.
Sec. 1305. Standards for interstate acquisitions.
Sec. 1306. Enhancing existing restrictions on bank transactions with 
                            affiliates.
Sec. 1307. Eliminating exceptions for transactions with financial 
                            subsidiaries.
Sec. 1308. Lending limits applicable to credit exposure on derivative 
                            transactions, repurchase agreements, 
                            reverse repurchase agreements, and 
                            securities lending and borrowing 
                            transactions.
Sec. 1309. Application of national bank lending limits to insured State 
                            banks.
Sec. 1310. Restriction on conversions of troubled banks.
Sec. 1311. Lending limits to insiders.
Sec. 1312. Limitations on purchases of assets from insiders.
Sec. 1313. Rules regarding capital levels of bank holding companies.
Sec. 1314. Enhancements to factors to be considered in certain 
                            acquisitions.
Sec. 1315 Elimination of elective investment bank holding company 
                            framework.
Sec. 1316. Examination fees for large bank holding companies.
       Subtitle E--Payment, Clearing, and Settlement Supervision

Sec. 1401. Short title.
Sec. 1402. Findings and purposes.
Sec. 1403. Definitions.
Sec. 1404. Identification of systemically important financial market 
                            utilities and payment, clearing, and 
                            settlement activities.
Sec. 1405. Standards for systemically important financial market 
                            utilities and payment, clearing, or 
                            settlement activities.
Sec. 1406. Operations and changes to rules, procedures, or operations 
                            of identified financial market utilities.
Sec. 1407. Examination of and enforcement actions against identified 
                            financial market utilities.
Sec. 1407. Examination of and enforcement actions against identified 
                            financial market utilities.
Sec. 1408. Examination of and enforcement actions against financial 
                            institutions subject to standards for 
                            identified activities.
Sec. 1409. Provision of information, reports, or records.
Sec. 1410. Rulemaking.
Sec. 1411. Other authority.
Sec. 1412. Effective date.
  Subtitle F--Improvements to the Asset-backed Securitization Process

Sec. 1501. Short title.
Sec. 1502. Credit risk retention.
Sec. 1503. Periodic and other reporting under the Securities Exchange 
                            Act of 1934 for asset-backed securities.
Sec. 1504. Representations and warranties in asset-backed offerings.
Sec. 1505. Exempted transactions under the Securities Act of 1933.
               Subtitle G--Enhanced Resolution Authority

Sec. 1601. Short title.
Sec. 1602. Definitions.
Sec. 1603. Systemic risk determination.
Sec. 1604. Resolution; stabilization.
Sec. 1605. Judicial review.
Sec. 1606. Directors not liable for acquiescing in appointment of 
                            receiver or qualified receiver.
Sec. 1607. Termination and exclusion of other actions.
Sec. 1608. Rulemaking.
Sec. 1609 Powers and duties of corporation.
Sec. 1610. Clarification of prohibition regarding concealment of assets 
                            from qualified receiver, receiver, or 
                            liquidating agent.
Sec. 1611. Miscellaneous provisions.
  Subtitle H--Additional Improvements for Financial Crisis Management

Sec. 1701. Additional improvements for financial crisis management.

          Subtitle A--The Financial Services Oversight Council

SEC. 1001. FINANCIAL SERVICES OVERSIGHT COUNCIL ESTABLISHED.

    (a) Establishment.--Immediately upon enactment of this title, there 
is established a Financial Services Oversight Council.
    (b) Membership.--The Council shall consist of the following:
            (1) Voting members.--Voting members, who shall each have 
        one vote on the Council, as follows:
                    (A) The Secretary of the Treasury, who shall serve 
                as the Chairman of the Council.
                    (B) The Chairman of the Board of Governors of the 
                Federal Reserve System.
                    (C) The Comptroller of the Currency.
                    (D) The Director of the Office of Thrift 
                Supervision, until the functions of the Director of the 
                Office of Thrift Supervision are transferred to 
                pursuant to subtitle C of this title.
                    (E) The Chairman of the Securities and Exchange 
                Commission.
                    (F) The Chairman of the Commodity Futures Trading 
                Commission.
                    (G) The Chairperson of the Federal Deposit 
                Insurance Corporation.
                    (H) The Director of the Federal Housing Finance 
                Agency.
                    (I) The Chairman of the National Credit Union 
                Administration.
            (2) Nonvoting members.--Nonvoting members, who shall serve 
        in an advisory capacity:
                    (A) A State insurance commissioner, to be 
                designated by a selection process determined by the 
                State insurance commissioners, provided that the term 
                for which a State insurance commissioner may serve 
                shall last no more than the 2-year period beginning on 
                the date that the commissioner is selected.
                    (B) A State banking supervisor, to be designated by 
                a selection process determined by the State bank 
                supervisors, provided that the term for which a State 
                banking supervisor may serve shall last no more than 
                the 2-year period beginning on the date that the 
                supervisor is selected.
    (c) Duties.--The Council shall have the following duties.
            (1) To advise the Congress on financial regulation and make 
        recommendations that will enhance the integrity, efficiency, 
        orderliness, competitiveness, and stability of the United 
        States financial markets.
            (2) To monitor the financial services marketplace to 
        identify potential threats to the stability of the United 
        States financial system.
            (3) To identify financial companies and financial 
        activities that should be subject to heightened prudential 
        standards in order to promote financial stability and mitigate 
        systemic risk in accordance with sections subtitles B and E of 
        this title.
            (4) To issue formal recommendations that a Council member 
        agency adopt heightened prudential standards for firms it 
        regulates to mitigate systemic risk in accordance with subtitle 
        B of this title.
            (5) To facilitate information sharing and coordination 
        among the members of the Council regarding financial services 
        policy development, rulemakings, examinations, reporting 
        requirements, and enforcement actions.
            (6) To provide a forum for discussion and analysis of 
        emerging market developments and financial regulatory issues 
        among its members.
            (7) At the request of an agency that is a Council member, 
        to resolve a jurisdictional or regulatory dispute between that 
        agency and another agency that is a Council member in 
        accordance with section 1002 of this subtitle.

SEC. 1002. RESOLUTION OF DISPUTES AMONG FEDERAL FINANCIAL REGULATORY 
              AGENCIES.

    (a) Request for Dispute Resolution.--The Council shall resolve a 
dispute among 2 or more Federal financial regulatory agencies if--
            (1) a Federal financial regulatory agency has a dispute 
        with another Federal financial regulatory agency about the 
        agencies' respective jurisdiction over a particular financial 
        company or financial activity or product (excluding matters for 
        which another dispute mechanism specifically has been provided 
        under Federal law);
            (2) the disputing agencies cannot, after a demonstrated 
        good faith effort, resolve the dispute among themselves; and
            (3) any of the Federal financial regulatory agencies 
        involved in the dispute--
                    (A) provides all other disputants prior notice of 
                its intent to request dispute resolution by the 
                Council; and
                    (B) requests in writing, no earlier than 14 days 
                after providing the notice described in paragraph (A), 
                that the Council resolve the dispute.
    (b) Council Decision.--The Council shall decide the dispute--
            (1) within a reasonable time after receiving the dispute 
        resolution request;
            (2) after consideration of relevant information provided by 
        each party to the dispute; and
            (3) by agreeing with 1 of the disputants regarding the 
        entirety of the matter or by determining a compromise position.
    (c) Form and Binding Effect.--A Council decision under this section 
shall be in writing and include an explanation and shall be binding on 
all Federal financial regulatory agencies that are parties to the 
dispute.

SEC. 1003. TECHNICAL AND PROFESSIONAL ADVISORY COMMITTEES.

    The Council is authorized to appoint--
            (1) subsidiary working groups composed of Council members 
        and their staff, Council staff, or a combination; and
            (2) such temporary special advisory, technical, or 
        professional committees as may be useful in carrying out its 
        functions, which may be composed of Council members and their 
        staff, other persons, or a combination.

SEC. 1004. FINANCIAL SERVICES OVERSIGHT COUNCIL MEETINGS AND COUNCIL 
              GOVERNANCE.

    (a) Meetings.--The Council shall meet as frequently as the Chairman 
deems necessary, but not less than quarterly.
    (b) Voting.--Unless otherwise provided, the Council shall make all 
decisions the Council is required or authorized to make by a majority 
of the total voting membership of the Council under section 1001(b)(1).

SEC. 1005. COUNCIL STAFF AND FUNDING.

    (a) Department of the Treasury.--The Secretary of the Treasury 
shall--
            (1) detail permanent staff from the Department of the 
        Treasury to provide the Council (and any temporary special 
        advisory, technical, or professional committees appointed by 
        the Council) with professional and expert support; and
            (2) provide such other services and facilities necessary 
        for the performance of the Council's functions and fulfillment 
        of the duties and mission of the Council.
    (b) Other Departments and Agencies.--In addition to the assistance 
prescribed in subsection (a), departments and agencies of the United 
States may, with the approval of the Secretary of the Treasury--
            (1) detail department or agency staff on a temporary basis 
        to provide additional support to the Council (and any special 
        advisory, technical, or professional committees appointed by 
        the Council); and
            (2) provide such services, and facilities as the other 
        departments or agencies may determine advisable.
    (c) Staff Status; Council Funding.--
            (1) Status.--Staff detailed to the Council by the Secretary 
        of the Treasury and other United States departments or agencies 
        shall--
                    (A) report to and be subject to oversight by the 
                Council during their assignment to the Council; and
                    (B) be compensated by the department of agency from 
                which the stall was detailed.
            (2) Funding.--The administrative expense of the Council 
        shall be paid by the departments and agencies represented by 
        voting members of the Council on an equal basis.

SEC. 1006. REPORTS TO THE CONGRESS.

    (a) In General.--The Council shall submit an annual report to the 
Committee on Financial Services of the House of Representatives and the 
Committee on Banking, Housing, and Urban Affairs of the Senate that--
            (1) describes significant financial market developments and 
        potential emerging threats to the stability of the financial 
        system;
            (2) recommends actions that will improve financial 
        stability;
            (3) describes any company or activity identifications made 
        under subtitles B and E; and
            (4) describes any dispute resolutions undertaken under 
        section 1002 and the result of such resolutions.
    (b) Confidentiality.--The Committees of the Congress receiving the 
Council's report shall maintain the confidentiality of the identity of 
companies described in accordance with subsection (a)(3) and the 
information relating to dispute resolutions described in accordance 
with subsection (a)(4).

SEC. 1007. APPLICABILITY OF CERTAIN FEDERAL LAWS.

    (a) The Federal Advisory Committee Act shall not apply to the 
Financial Services Oversight Council, or any special advisory, 
technical, or professional committees appointed by the Council (except 
that, if an advisory, technical, or professional committee has one or 
more members who are not employees of or affiliated with the United 
States Government, the Council shall publish a list of the names of the 
members of such committee).
    (b) The Council shall not be deemed an ``agency'' for purposes of 
any State or Federal law.

   Subtitle B--Prudential Regulation of Companies and Activities for 
                      Financial Stability Purposes

SEC. 1101. COUNCIL AND BOARD AUTHORITY TO OBTAIN INFORMATION.

    (a) In General.--The Council and the Board are authorized to 
receive, and may request the production of, any data or information 
from members of the Council, as necessary--
            (1) to monitor the financial services marketplace to 
        identify potential threats to the stability of the United 
        States financial system; or
            (2) to otherwise carry out any of the provisions of this 
        title, including to ascertain a primary financial regulatory 
        agency's implementation of recommended prudential standards 
        under this subtitle.
    (b) Submission by Council Members.--Notwithstanding any provision 
of law, any voting or nonvoting member of the Council is authorized to 
provide information to the Council, and the members of the Council 
shall maintain the confidentiality of such information.
    (c) Financial Data Collection.--
            (1) In general.--The Council or the Board may require the 
        submission of periodic and other reports from any financial 
        company solely for the purpose of assessing the extent to which 
        a financial activity or financial market in which the financial 
        company participates, or the company itself, poses a threat to 
        financial stability.
            (2) Mitigation of report burden.--Before requiring the 
        submission of reports from financial companies that are 
        regulated by the Federal financial regulatory agencies, the 
        Council or the Board shall coordinate with such agencies and 
        shall, whenever possible, rely on information already being 
        collected by such agencies.
    (d) Consultation With Agencies and Entities.--The Council or the 
Board, as appropriate, may consult with Federal and State agencies and 
other entities to carry out any of the provisions of this subtitle.

SEC. 1102. COUNCIL PRUDENTIAL REGULATION RECOMMENDATIONS TO PRIMARY 
              REGULATORS.

    (a) In General.--The Council is authorized to issue formal 
recommendations, publicly or privately, that a Federal financial 
regulatory agency adopt heightened prudential standards for firms it 
regulates to mitigate systemic risk.
    (b) Agency Authority To Implement Standards.--A Federal financial 
regulatory agency specifically is authorized to impose, require reports 
regarding, examine for compliance with, and enforce heightened 
prudential standards and safeguards for the firms it regulates to 
mitigate systemic risk. This authority is in addition to and does not 
limit any other authority of the Federal financial regulatory agencies. 
Compliance by an entity with actions taken by a Federal financial 
regulatory agency under this section shall be enforceable in accordance 
with the statutes governing the respective Federal financial regulatory 
agency's jurisdiction over the entity as if the agency action were 
taken under those statutes.
    (c) Agency Notice to Council.--A Federal financial regulatory 
agency shall, within 60 days of receiving a Council recommendation 
under this section, notify the Council in writing regarding--
            (1) the actions the Federal financial regulatory agency has 
        taken in response to the Council's recommendation; or
            (2) the reason the Federal financial regulatory agency has 
        failed to respond to the Council's request.

SEC. 1103. IDENTIFICATION OF FINANCIAL COMPANIES FOR HEIGHTENED 
              PRUDENTIAL STANDARDS FOR FINANCIAL STABILITY PURPOSES.

    (a) In General.--The Council may subject a financial company to 
heightened prudential standards under section 1104 if the Council 
determines that--
            (1) material financial distress at the company could pose a 
        threat to financial stability or the economy; or
            (2) the nature, scope, or mix of the company's activities 
        could pose a threat to financial stability or the economy.
    (b) Criteria.--In making a determination under subsection (a), the 
Council shall consider the following criteria:
            (1) The amount and nature of the company's financial 
        assets.
            (2) The amount and nature of the company's liabilities, 
        including the degree of reliance on short-term funding.
            (3) The extent and nature of the company's off-balance 
        sheet exposures.
            (4) The extent and nature of the company's transactions and 
        relationships with other financial companies.
            (5) The company's importance as a source of credit for 
        households, businesses, and State and local governments and as 
        a source of liquidity for the financial system.
            (6) The nature, scope, and mix of the company's activities.
            (7) Any other factors that the Council deems appropriate.
    (c) Periodic Review and Rescission of Findings.--
            (1) Submission of assessment.--The Board shall periodically 
        submit a report to the Council containing an assessment of 
        whether each company subjected to heightened prudential 
        standards should continue to be subject to such standards.
            (2) Review and rescission.--The Council shall--
                    (A) review the assessment submitted pursuant to 
                paragraph (1) and any information or recommendation 
                submitted by members of the Council regarding whether 
                an identified financial holding company continues to 
                merit heightened prudential standards; and
                    (B) rescind the action subjecting a company to 
                heightened prudential supervision if the Council 
                determines that the company no longer meets the 
                conditions for identification in subsections (a) and 
                (b).
    (d) Procedure for Identifying or Rescinding Identification of a 
Company.--
            (1) Council and board coordination.--The Council shall 
        inform the Board if the Council is considering whether to 
        identify or cease to identify a company under this section.
            (2) Notice and opportunity for consideration of written 
        materials.--
                    (A) In general.--The Board shall, in an executive 
                capacity on behalf of the Council, inform a financial 
                company that the Council is considering whether to 
                identify or cease to identify such company under this 
                section, including an explanation of the basis of the 
                Council's consideration, and shall provide such 
                financial company 30 days to submit written materials 
                to inform the Council's decision. The Council shall 
                make its decision, and the Board shall notify the 
                company of the Council's decision by order, within 60 
                days of the due date for such written materials
                    (B) Emergency exception to process requirements.--
                The Council may waive or modify the requirements of 
                subparagraph (A) with respect to a company if the 
                Council determines that such waiver or modification is 
                necessary or appropriate to prevent or mitigate threats 
                posed by the company to financial stability. The Board 
                shall, in an executive capacity on behalf of the 
                Council, provide notice of such waiver or modification 
                to the financial company concerned as soon as 
                practicable, which shall be no later than 24 hours 
                after the waiver or modification.
            (3) Consultation.--If a financial company being considered 
        for identification under this section is, or has one or more 
        subsidiaries that are, subject to regulation by a Federal 
        financial regulatory agency, as such subsidiaries are described 
        in [section 2(6)] of this subtitle, the Council shall consult 
        with the relevant Federal financial regulatory agency for each 
        such subsidiary before making any decision under this section.
            (4) Emergency exception to majority vote of council 
        requirement.--If each of the Secretary of the Treasury, the 
        Board, and the Federal Deposit Insurance Corporation determines 
        that a financial company must be subjected to heightened 
        prudential standards under this section immediately to prevent 
        destabilization of the financial system or economy, the 
        Secretary, the Board, and the Corporation may identify a 
        financial company under this section upon certification by the 
        President of the United States.
    (e) Effect of Identification.--
            (1) Application of the bank holding company act.--A 
        financial company that is not a bank holding company as defined 
        in the Bank Holding Company Act at the time of its 
        identification under this section, shall--
                    (A) if such company conducts at the time of its 
                identification only activities that are determined to 
                be financial in nature or incidental thereto under 
                section 4(k) of the Bank Holding Company Act, be 
                treated as a bank holding company that has elected to 
                be a financial holding company for purposes of the Bank 
                Holding Company Act of 1956, as amended, the Federal 
                Deposit Insurance Act, as amended, and all other 
                Federal laws and regulations governing bank holding 
                companies and financial holding companies; or
                    (B) if such company conducts at the time of its 
                identification activities other than those that are 
                determined to be financial in nature or incidental 
                thereto under section 4(k) of the Bank Holding Company 
                Act, be required to establish and conduct all its 
                activities that are determined to be financial in 
                nature or incidental thereto under section 4(k) of the 
                Bank Holding Company Act in an intermediate holding 
                company established under section 6 of the Bank Holding 
                Company Act, which intermediate holding company shall 
                be the ``identified financial holding company'' for 
                purposes of this subtitle.
            (2) Exemptive authority.--Notwithstanding any provision of 
        the Bank Holding Company Act, the Board may, if it determines 
        such action is necessary to ensure appropriate heightened 
        prudential supervision, issue such exemptions from that Act as 
        may be necessary with regard to identified financial holding 
        companies that do not control an insured depository 
        institution.
            (3) Heightened prudential regulation.--The Board shall 
        apply heightened prudential standards to each identified 
        financial holding company subject to this title.
    (f) No Public List of Identified Companies.--The Council and the 
Board may not publicly release a list of companies identified under 
this section.

SEC. 1104. REGULATION OF IDENTIFIED FINANCIAL HOLDING COMPANIES FOR 
              FINANCIAL STABILITY PURPOSES.

    (a) Prudential Standards for Identified Financial Holding 
Companies.--
            (1) In general.--To mitigate risks to financial stability 
        and the economy posed by an identified financial holding 
        company, the Board shall impose heightened prudential standards 
        on such company. Such standards shall be designed to maximize 
        financial stability taking costs to long-term financial and 
        economic growth into account, be heightened when compared to 
        the standards that otherwise would apply to financial holding 
        companies that are not identified pursuant to this subtitle 
        (including by addressing additional or different types of risks 
        than otherwise applicable standards), and reflect the potential 
        risk posed to financial stability by the identified financial 
        holding company.
            (2) Standards.--
                    (A) Required standards.--The heightened standards 
                imposed by the Board under this section shall include--
                            (i) risk-based capital requirements;
                            (ii) leverage limits;
                            (iii) liquidity requirements;
                            (iv) concentration requirements (as 
                        specified in subsection (c));
                            (v) prompt corrective action requirements 
                        (as specified in subsection (d));
                            (vi) resolution plan requirements (as 
                        specified in subsection (e)); and
                            (vii) overall risk management requirements.
                    (B) Additional standards.--The heightened standards 
                imposed by the Board under this section also may 
                include any other prudential standards that the Board 
                deems advisable, including taking actions to mitigate 
                systemic risk (as specified in paragraph (5).
            (3) Application of required standards.--In imposing 
        prudential standards under this subsection, the Board may 
        differentiate among identified financial holding companies on 
        an individual basis or by category, taking into consideration 
        their capital structure, risk, complexity, financial 
        activities, the financial activities of their subsidiaries, and 
        any other factors that the Board deems appropriate.
            (4) Well capitalized and well managed.--An identified 
        financial holding company shall at all times after it files its 
        registration statement as an identified financial holding 
        company be well capitalized and well managed as defined by the 
        Board.
            (5) Mitigation of systemic risk.--If the Board determines, 
        after notice and an opportunity for hearing, that the size of 
        an identified financial holding company or the scope or nature 
        of activities directly or indirectly conducted by an identified 
        financial holding company poses a threat to the safety and 
        soundness of such company or to the financial stability of the 
        United States, the Board may require the identified financial 
        holding company to sell or otherwise transfer assets or off-
        balance sheet items to unaffiliated firms, to terminate one or 
        more activities, or to impose conditions on the manner in which 
        the identified financial holding company conducts one or more 
        activities.
            (6) Application to foreign financial companies.--The Board 
        shall prescribe regulations regarding the application of 
        heightened prudential standards to financial companies that are 
        organized or incorporated in a country other than the United 
        States, and that own or control a Federal or State branch, 
        subsidiary, or operating entity that is an identified financial 
        holding company, giving due regard to the principle of national 
        treatment and equality of competitive opportunity.
    (b) Prudential Standards at Functionally Regulated Subsidiaries and 
Subsidiary Depository Institutions.--
            (1) Board authority to recommend standards.--With respect 
        to a functionally regulated subsidiary (as such term is defined 
        in section 5 of the Bank Holding Company Act) or a subsidiary 
        depository institution of an identified financial holding 
        company, the Board may recommend that the relevant primary 
        financial regulatory agency for such functionally regulated 
        subsidiary or subsidiary depository institution prescribe 
        heightened prudential standards on such functionally regulated 
        subsidiary or subsidiary depository institution. Any standards 
        recommended by the Board under this section shall be of the 
        same type as those described in subsection (a)(2) that the 
        Board is required or authorized to impose directly on the 
        identified financial holding company.
            (2) Agency authority to implement heightened standards and 
        safeguards.--Each primary financial regulatory agency that 
        receives a Board recommendation under paragraph (1) is 
        authorized to impose, require reports regarding, examine for 
        compliance with, and enforce standards under this subsection 
        with respect to the entities described in [section 2(6)] for 
        which it is the primary financial regulatory agency. This 
        authority is in addition to and does not limit any other 
        authority of the primary financial regulatory agencies. 
        Compliance by an entity with actions taken by a primary 
        financial regulatory agency under this section shall be 
        enforceable in accordance with the statutes governing the 
        respective agency's jurisdiction over the entity as if the 
        agency action were taken under those statutes.
            (3) Imposition of standards.--Standards imposed by a 
        primary financial regulatory agency under this subsection shall 
        be the standards recommended by the Board or any other similar 
        standards that the Board deems acceptable after consultation 
        between the Board and the primary financial regulatory agency.
            (4) Failure to adopt standards; notice to council and 
        board.--If a primary financial regulatory agency fails to 
        implement the prudential standards recommended by the Board or 
        other similar standards that are acceptable to the Board within 
        60 days of the Board's recommendation, the agency shall justify 
        in writing the failure of such agency to act to the Council and 
        the Board within that same time period.
            (5) Backup authority of the board.--
                    (A) In general.--When notified that a primary 
                financial regulatory agency has failed to impose the 
                heightened prudential standards recommended by the 
                Board for financial stability purposes under this 
                subsection, the Board is authorized to directly impose, 
                require reports regarding, examine for compliance with, 
                and enforce such heightened prudential standards under 
                this subsection with respect to a functionally 
                regulated subsidiary for which the primary financial 
                regulatory agency ordinarily is responsible.
                    (B) Limitations on board backup authority.--The 
                Board's standard-imposition, report-related, 
                examination, and enforcement activities under this 
                subsection shall be limited to the heightened 
                prudential standards imposed under this subsection.
    (c) Concentration Limits for Identified Financial Holding 
Companies.--
            (1) Standards.--In order to limit the risks that the 
        failure of any company could pose to an identified financial 
        holding company and to the stability of the United States 
        financial system, the Board, by regulation, shall prescribe 
        standards that limit the risks posed by the exposure of an 
        identified financial holding company to any other company.
            (2) Limitation on credit exposure.--The regulations 
        prescribed by the Board shall prohibit each identified 
        financial holding company from having credit exposure to any 
        unaffiliated company that exceeds 25 percent of the identified 
        financial holding company's capital stock and surplus or such 
        lower amount as the Board may determine by regulation to be 
        necessary to mitigate risks to financial stability.
            (3) Credit exposure.--For purposes of this subsection, an 
        identified financial holding company's ``credit exposure'' to a 
        company means--
                    (A) all extensions of credit to the company, 
                including loans, deposits, and lines of credit;
                    (B) all repurchase agreements and reverse 
                repurchase agreement with the company;
                    (C) all securities borrowing and lending 
                transactions with the company to the extent that such 
                transactions create credit exposure of the identified 
                financial holding company to the company;
                    (D) all guarantees, acceptances, or letters of 
                credit (including endorsement or standby letters of 
                credit) issued on behalf of the company;
                    (E) all purchases of or investment in securities 
                issued by the company;
                    (F) counterparty credit exposure to the company in 
                connection with a derivative transaction between the 
                identified financial holding company and the company; 
                and
                    (G) any other similar transactions that the Board 
                by regulation determines to be a credit exposure for 
                purposes of this section.
            (4) Attribution rule.--For purposes of this subsection, any 
        transaction by an identified financial holding company with any 
        person is deemed a transaction with a company to the extent 
        that the proceeds of the transaction are used for the benefit 
        of, or transferred to, that company.
            (5) Rulemaking.--The Board may issue such regulations and 
        orders, including definitions consistent with this subsection, 
        as may be necessary to administer and carry out the purpose of 
        this subsection.
            (6) Exemptions.--The Board may, by regulation or order, 
        exempt transactions, in whole or in part, from the definition 
        of credit exposure if it finds that the exemption is in the 
        public interest and consistent with the purpose of this 
        subsection.
            (7) Transition period.--This subsection and any regulations 
        and orders of the Board under the authority of this subsection 
        shall not be effective until three years from the effective 
        date of this subsection. The Board can extend the effective 
        date for up to two additional years to promote financial 
        stability.
    (d) Prompt Corrective Action for Identified Financial Holding 
Companies.--
            (1) Prompt corrective action required.--The Board shall 
        take prompt corrective action to resolve the problems of 
        identified financial holding companies.
            (2) Definitions.--For purposes of this section--
                    (A) Capital categories.--
                            (i) Well capitalized.--An identified 
                        financial holding company is ``well 
                        capitalized'' if it exceeds the required 
                        minimum level for each relevant capital 
                        measure.
                            (ii) Undercapitalized.--An identified 
                        financial holding company is 
                        ``undercapitalized'' if it fails to meet the 
                        required minimum level for any relevant capital 
                        measure.
                            (iii) Significantly undercapitalized.--An 
                        identified financial holding company is 
                        ``significantly undercapitalized'' if it is 
                        significantly below the required minimum level 
                        for any relevant capital measure.
                            (iv) Critically undercapitalized.--An 
                        identified financial holding company is 
                        ``critically undercapitalized'' if it fails to 
                        meet any level specified in paragraph 
                        (4)(C)(i).
            (3) Other definitions.--
                    (A) Average.--The ``average'' of an accounting item 
                (such as total assets or tangible equity) during a 
                given period means the sum of that item at the close of 
                business on each business day during that period 
                divided by the total number of business days in that 
                period.
                    (B) Capital distribution.--The term ``capital 
                distribution'' means--
                            (i) a distribution of cash or other 
                        property by an identified financial holding 
                        company to its owners made on account of that 
                        ownership, but not including any dividend 
                        consisting only of shares of the identified 
                        financial holding company or rights to purchase 
                        such shares;
                            (ii) a payment by an identified financial 
                        holding company to repurchase, redeem, retire, 
                        or otherwise acquire any of its shares or other 
                        ownership interests, including any extension of 
                        credit to finance any person's acquisition of 
                        those shares or interests; or
                            (iii) a transaction that the Board 
                        determines, by order or regulation, to be in 
                        substance a distribution of capital to the 
                        owners of the identified financial holding 
                        company.
                    (C) Capital restoration plan.--The term ``capital 
                restoration plan'' means a plan submitted under 
                paragraph (6)(B).
                    (D) Compensation.--The term ``compensation'' 
                includes any payment of money or provision of any other 
                thing of value in consideration of employment.
                    (E) Relevant capital measure.--The term ``relevant 
                capital measure'' means the measures described in 
                paragraph (4).
                    (F) Required minimum level.--The term ``required 
                minimum level'' means, with respect to each relevant 
                capital measure, the minimum acceptable capital level 
                specified by the Board by regulation.
                    (G) Senior executive officer.--The term ``senior 
                executive officer'' has the same meaning as the term 
                ``executive officer'' in section 22(h) of the Federal 
                Reserve Act (12 U.S.C. 375b).
            (4) Capital standards.--
                    (A) Relevant capital measures.--
                            (i) In general.--Except as provided in 
                        clause (ii)(II), the capital standards 
                        prescribed by the Board under subsection 6(c) 
                        of the Bank Holding Company Act of 1956 (12 
                        U.S.C. 1845(c)) shall include--
                                    (I) a leverage limit; and
                                    (II) a risk-based capital 
                                requirement.
                            (ii) Other capital measures.--The Board may 
                        by regulation--
                                    (I) establish any additional 
                                relevant capital measures to carry out 
                                this section; or
                                    (II) rescind any relevant capital 
                                measure required under clause (i) upon 
                                determining that the measure is no 
                                longer an appropriate means for 
                                carrying out this section.
                    (B) Capital categories generally.--The Board shall, 
                by regulation, specify for each relevant capital 
                measure the levels at which an identified financial 
                holding company is well capitalized, undercapitalized, 
                and significantly undercapitalized.
                    (C) Critical capital.--
                            (i) Board to specify level.--
                                    (I) Leverage limit.--The Board 
                                shall, by regulation, specify the ratio 
                                of tangible equity to total assets at 
                                which an identified financial holding 
                                company is critically undercapitalized.
                                    (II) Other relevant capital 
                                measures.--The Board may, by 
                                regulation, specify for 1 or more other 
                                relevant capital measures, the level at 
                                which an identified financial holding 
                                company is critically undercapitalized.
                            (ii) Leverage limit range.--The level 
                        specified under clause (i)(I) shall require 
                        tangible equity in an amount--
                                    (I) not less than 2 percent of 
                                total assets; and
                                    (II) except as provided in 
                                subclause (I), not more than 65 percent 
                                of the required minimum level of 
                                capital under the leverage limit.
            (5) Capital distributions restricted.--
                    (A) In general.--An identified financial holding 
                company shall make no capital distribution if, after 
                making the distribution, the identified financial 
                holding company would be undercapitalized.
                    (B) Exception.--Notwithstanding subparagraph (A), 
                the Board may permit an identified financial holding 
                company to repurchase, redeem, retire, or otherwise 
                acquire shares or ownership interests if the 
                repurchase, redemption, retirement, or other 
                acquisition--
                            (i) is made in connection with the issuance 
                        of additional shares or obligations of the 
                        identified financial holding company in at 
                        least an equivalent amount; and
                            (ii) will reduce the identified financial 
                        holding company's financial obligations or 
                        otherwise improve the identified financial 
                        holding company's financial condition.
            (6) Provisions applicable to undercapitalized identified 
        financial companies.--
                    (A) Monitoring required.--The Board shall--
                            (i) closely monitor the condition of any 
                        undercapitalized identified financial holding 
                        company;
                            (ii) closely monitor compliance by any 
                        undercapitalized identified financial holding 
                        company with capital restoration plans, 
                        restrictions, and requirements imposed under 
                        this section; and
                            (iii) periodically review the plan, 
                        restrictions, and requirements applicable to 
                        any undercapitalized identified financial 
                        holding company to determine whether the plan, 
                        restrictions, and requirements are effective.
                    (B) Capital restoration plan required.--
                            (i) In general.--Any undercapitalized 
                        identified financial holding company shall 
                        submit an acceptable capital restoration plan 
                        to the Board within the time allowed by the 
                        Board under clause (iv).
                            (ii) Contents of plan.--The capital 
                        restoration plan shall--
                                    (I) specify--
                                            (aa) the steps the 
                                        identified financial holding 
                                        company will take to become 
                                        well capitalized;
                                            (bb) the levels of capital 
                                        to be attained by the 
                                        identified financial holding 
                                        company during each year in 
                                        which the plan will be in 
                                        effect;
                                            (cc) how the identified 
                                        financial holding company will 
                                        comply with the restrictions or 
                                        requirements then in effect 
                                        under this section; and
                                            (dd) the types and levels 
                                        of activities in which the 
                                        identified financial holding 
                                        company will engage; and
                                    (II) contain such other information 
                                that the Board may require.
                            (iii) Criteria for accepting plan.--The 
                        Board shall not accept a capital restoration 
                        plan unless it determines that the plan--
                                    (I) complies with subparagraph (B);
                                    (II) is based on realistic 
                                assumptions, and is likely to succeed 
                                in restoring the identified financial 
                                holding company's capital; and
                                    (III) would not appreciably 
                                increase the risk (including credit 
                                risk, interest-rate risk, and other 
                                types of risk) to which the identified 
                                financial holding company is exposed.
                            (iv) Deadlines for submission and review of 
                        plans.--The Board shall, by regulation, 
                        establish deadlines that--
                                    (I) provide identified financial 
                                holding companies with reasonable time 
                                to submit capital restoration plans, 
                                and generally require an identified 
                                financial holding company to submit a 
                                plan not later than 45 days after it 
                                becomes undercapitalized; and
                                    (II) require the Board to act on 
                                capital restoration plans 
                                expeditiously, and generally not later 
                                than 60 days after the plan is 
                                submitted.
                    (C) Asset growth restricted.--An undercapitalized 
                identified financial holding company shall not permit 
                its average total assets during any calendar quarter to 
                exceed its average total assets during the preceding 
                calendar quarter unless--
                            (i) the Board has accepted the identified 
                        financial holding company's capital restoration 
                        plan;
                            (ii) any increase in total assets is 
                        consistent with the plan; and
                            (iii) the identified financial holding 
                        company's ratio of tangible equity to total 
                        assets increases during the calendar quarter at 
                        a rate sufficient to enable it to become well 
                        capitalized within a reasonable time.
                    (D) Prior approval required for acquisitions and 
                new lines of business.--An undercapitalized identified 
                financial holding company shall not, directly or 
                indirectly, acquire any interest in any company or 
                insured depository institution, or engage in any new 
                line of business, unless--
                            (i) the Board has accepted the identified 
                        financial holding company's capital restoration 
                        plan, the identified financial holding company 
                        is implementing the plan, and the Board 
                        determines that the proposed action is 
                        consistent with and will further the 
                        achievement of the plan;
                            (ii) the Board determines that the specific 
                        proposed action is appropriate; or
                            (iii) the Board has exempted the identified 
                        financial holding company from the requirements 
                        of this paragraph with respect to the class of 
                        acquisitions that includes the proposed action.
                    (E) Discretionary safeguards.--The Board may, with 
                respect to any undercapitalized identified financial 
                holding company, take actions described in any 
                subparagraph of paragraph (7)(B) if the Board 
                determines that those actions are necessary.
            (7) Provisions applicable to significantly undercapitalized 
        identified financial holding companies and undercapitalized 
        identified financial holding companies that fail to submit and 
        implement capital restoration plans.--
                    (A) In general.--This paragraph shall apply with 
                respect to any identified financial holding company 
                that--
                            (i) is significantly undercapitalized; or
                            (ii) is undercapitalized and--
                                    (I) fails to submit an acceptable 
                                capital restoration plan within the 
                                time allowed by the Board under 
                                subsection (e)(2)(D); or
                                    (II) fails in any material respect 
                                to implement a capital restoration plan 
                                accepted by the Board.
                    (B) Specific actions authorized.--The Board shall 
                carry out this paragraph by taking 1 or more of the 
                following actions:
                            (i) Requiring recapitalization.--Doing one 
                        or more of the following--
                                    (I) Requiring the identified 
                                financial holding company to sell 
                                enough shares or obligations of the 
                                identified financial holding company so 
                                that the identified financial holding 
                                company will be well capitalized after 
                                the sale.
                                    (II) Further requiring that 
                                instruments sold under clause (I) be 
                                voting shares.
                                    (III) Requiring the identified 
                                financial holding company to be 
                                acquired by or combine with another 
                                company.
                            (ii) Restricting transactions with 
                        affiliates.--
                                    (I) Requiring the identified 
                                financial holding company to comply 
                                with section 23A of the Federal Reserve 
                                Act (12 U.S.C. 371c), as if it were a 
                                member bank.
                                    (II) Further restricting the 
                                identified financial holding company's 
                                transactions with affiliates and 
                                insiders.
                            (iii) Restricting asset growth.--
                        Restricting the identified financial holding 
                        company's asset growth more stringently than 
                        subsection (6)(C), or requiring the identified 
                        financial holding company to reduce its total 
                        assets.
                            (iv) Restricting activities.--Requiring the 
                        identified financial holding company or any of 
                        its subsidiaries to alter, reduce, or terminate 
                        any activity that the Board determines poses 
                        excessive risk to the identified financial 
                        holding company.
                            (v) Improving management.--Doing one or 
                        more of the following:
                                    (I) New election of directors.--
                                Ordering a new election for the 
                                identified financial holding company's 
                                board of directors.
                                    (II) Dismissing directors or senior 
                                executive officers.--Requiring the 
                                identified financial holding company to 
                                dismiss from office any director or 
                                senior executive officer who had held 
                                office for more than 180 days 
                                immediately before the identified 
                                financial holding company became 
                                undercapitalized. Dismissal under this 
                                clause shall not be construed to be a 
                                removal under section 8 of the Federal 
                                Deposit Insurance Act (12 U.S.C. 1818).
                                    (III) Employing qualified senior 
                                executive officers.--Requiring the 
                                identified financial holding company to 
                                employ qualified senior executive 
                                officers (who, if the Board so 
                                specifies, shall be subject to approval 
                                by the Board).
                            (vi) Requiring divestiture.--Requiring the 
                        identified financial holding company to divest 
                        itself of or liquidate any subsidiary if the 
                        Board determines that the subsidiary is in 
                        danger of becoming insolvent, poses a 
                        significant risk to the identified financial 
                        holding company, or is likely to cause a 
                        significant dissipation of the identified 
                        financial holding company's assets or earnings.
                            (vii) Requiring other action.--Requiring 
                        the Identified financial company to take any 
                        other action that the Board determines will 
                        better carry out the purpose of this section 
                        than any of the actions described in this 
                        paragraph.
                    (C) Presumption in favor of certain actions.--In 
                complying with subparagraph (B), the Board shall take 
                the following actions, unless the Board determines that 
                the actions would not be appropriate--
                            (i) The action described in subclause (I) 
                        or (II) of subparagraph (B)(i) (relating to 
                        requiring the sale of shares or obligations, or 
                        requiring the identified financial holding 
                        company to be acquired by or combine with 
                        another company).
                            (ii) The action described in paragraph 
                        (B)(ii)(I) (relating to restricting 
                        transactions with affiliates).
                    (D) Senior executive officers' compensation 
                restricted.--
                            (i) In general.--The identified financial 
                        holding company shall not do any of the 
                        following without the prior written approval of 
                        the Board:
                                    (I) Pay any bonus to any senior 
                                executive officer.
                                    (II) Provide compensation to any 
                                senior executive officer at a rate 
                                exceeding that officer's average rate 
                                of compensation (excluding bonuses, 
                                stock options, and profit-sharing) 
                                during the 12 calendar months preceding 
                                the calendar month in which the 
                                identified financial holding company 
                                became undercapitalized.
                            (ii) Failing to submit plan.--The Board 
                        shall not grant any approval under clause (i) 
                        with respect to an identified financial holding 
                        company that has failed to submit an acceptable 
                        capital restoration plan.
                    (E) Consultation with other regulators.--Before the 
                Board makes a determination under subparagraph (B)(vi) 
                with respect to a subsidiary that is a broker, dealer, 
                government securities broker, government securities 
                dealer, investment company, or investment adviser, the 
                Board shall consult with the Securities and Exchange 
                Commission and, in the case of any other subsidiary 
                which is subject to any financial responsibility or 
                capital requirement, any other appropriate regulator of 
                such subsidiary with respect to the proposed 
                determination of the Board and actions pursuant to such 
                determination.
            (8) More stringent treatment based on other supervisory 
        criteria.--
                    (A) In general.--If the Board determines (after 
                notice and an opportunity for hearing) that an 
                identified financial holding company is in an unsafe or 
                unsound condition or, pursuant to section 8(b)(8) of 
                the Federal Deposit Insurance Act (12 U.S.C. 
                1818(b)(8)), deems the identified financial holding 
                company to be engaging in an unsafe or unsound 
                practice, the Board may--
                            (i) if the identified financial holding 
                        company is well capitalized, require the 
                        identified financial holding company to comply 
                        with one or more provisions of paragraphs (5) 
                        and (6), as if the institution were 
                        undercapitalized; or
                            (ii) if the identified financial holding 
                        company is undercapitalized, take any one or 
                        more actions authorized under paragraph (7)(B) 
                        as if the identified financial holding company 
                        were significantly undercapitalized.
                    (B) Contents of plan.--A plan that may be required 
                pursuant to subparagraph (A)(i) shall specify the steps 
                that the identified financial holding company will take 
                to correct the unsafe or unsound condition or practice.
            (9) Mandatory bankruptcy petition for critically 
        undercapitalized identified financial companies.--The Board 
        shall, not later than 90 days after an identified financial 
        holding company becomes critically undercapitalized--
                    (A) require the identified financial holding 
                company to file a petition for bankruptcy under section 
                301 of title 11, United States Code; or
                    (B) file a petition for bankruptcy against the 
                identified financial holding company under section 303 
                of title 11, United States Code.
            (10) Implementation.--The Board shall prescribe such 
        regulations, issue such orders, and take such other actions the 
        Board determines to be necessary to carry out this section.
            (11) Other authority not affected.--This section does not 
        limit any authority of the Board, any other Federal regulatory 
        agency, or a State to take action in addition to (but not in 
        derogation of) that required under this section.
            (12) Consultation.--The Board and the Secretary of the 
        Treasury shall consult with their foreign counterparties and 
        through appropriate multilateral organizations to reach 
        agreement to extend comprehensive and robust prudential 
        supervision and regulation to all highly leveraged and 
        substantially interconnected financial companies.
            (13) Administrative review of dismissal orders.--
                    (A) Timely petition required.--A director or senior 
                executive officer dismissed pursuant to an order under 
                paragraph (7)(B)(v)(II) may obtain review of that order 
                by filing a written petition for reinstatement with the 
                Board not later than 10 days after receiving notice of 
                the dismissal.
                    (B) Procedure.--
                            (i) Hearing required.--The Board shall give 
                        the petitioner an opportunity to--
                                    (I) submit written materials in 
                                support of the petition; and
                                    (II) appear, personally or through 
                                counsel, before 1 or more members of 
                                the Board or designated employees of 
                                the Board.
                            (ii) Deadline for hearing.--The Board 
                        shall--
                                    (I) schedule the hearing referred 
                                to in clause (i)(II) promptly after the 
                                petition is filed; and
                                    (II) hold the hearing not later 
                                than 30 days after the petition is 
                                filed, unless the petitioner requests 
                                that the hearing be held at a later 
                                time.
                            (iii) Deadline for decision.--Not later 
                        than 60 days after the date of the hearing, the 
                        Board shall--
                                    (I) by order, grant or deny the 
                                petition;
                                    (II) if the order is adverse to the 
                                petitioner, set forth the basis for the 
                                order; and
                                    (III) notify the petitioner of the 
                                order.
                    (C) Standard for review of dismissal orders.--The 
                petitioner shall bear the burden of proving that the 
                petitioner's continued employment would materially 
                strengthen the identified financial holding company's 
                ability--
                            (i) to become well capitalized, to the 
                        extent that the order is based on the 
                        identified financial holding company's capital 
                        level or failure to submit or implement a 
                        capital restoration plan; and
                            (ii) to correct the unsafe or unsound 
                        condition or unsafe or unsound practice, to the 
                        extent that the order is based on paragraph 
                        (8)(A).
    (e) Reports Regarding Rapid and Orderly Resolution and Credit 
Exposure.--
            (1) In general.--The Board shall require each identified 
        financial holding company to report periodically to the Board 
        on--
                    (A) its plan for rapid and orderly resolution in 
                the event of severe financial distress;
                    (B) the nature and extent to which the identified 
                financial holding company has credit exposure to other 
                significant financial companies; and
                    (C) the nature and extent to which other 
                significant financial companies have credit exposure to 
                the identified financial holding company.
            (2) No limiting effect on receiver or qualified receiver.--
        A rapid resolution plan submitted in accordance with this 
        subsection shall not be binding on a receiver or qualified 
        receiver appointed under subtitle G, a bankruptcy court, or any 
        other authority that is authorized or required to resolve the 
        identified financial holding company or any of its subsidiaries 
        or affiliates.
    (f) Avoiding Duplication.--The Board shall take any action the 
Board deems appropriate to avoid imposing duplicative requirements 
under this chapter for identified financial holding companies that are 
also bank holding companies.

SEC. 1105. AUTHORITY TO FILE INVOLUNTARY PETITION FOR BANKRUPTCY.

    Section 303 of title 11, United States Code is amended--
            [(1) in subsection (h)--]
                    [(A) by striking ``or'' at the end of paragraph 
                (1); and]
                    [(B) by striking the period at the end of paragraph 
                (2) and inserting ``; or''; and]
            (2) by adding the following new subsection:
    ``(m) Notwithstanding subsections (a) and (b) of this section, an 
involuntary case may be commenced by the Board of Governors of the 
Federal Reserve System against an identified financial holding company 
as defined in section 2(t) of the Bank Holding Company Act of 1956. 
Such involuntary case may be commenced on the ground that the 
identified financial holding company is critically undercapitalized as 
defined in section 6A(b) of the Bank Holding Company Act of 1956.''.

SEC. 1106. IDENTIFICATION OF ACTIVITIES OR PRACTICES FOR HEIGHTENED 
              PRUDENTIAL STANDARDS AND SAFEGUARDS FOR FINANCIAL 
              STABILITY PURPOSES.

    (a) In General.--The Council may subject a financial activity or 
practice to heightened prudential standards and safeguards under 
section 1107 if the Council determines that the conduct of such 
activity or practice could create or increase the risk of significant 
liquidity, credit, or other problems spreading among financial 
institutions or markets and thereby threaten the stability of the 
financial system.
    (b) Periodic Review of Activity Identifications.--
            (1) Submission of assessment.--The Board shall periodically 
        submit a report to the Council containing an assessment of 
        whether each activity or practice subjected to heightened 
        prudential standards should continue to be subject to such 
        standards.
            (2) Review and recision.--The Council shall--
                    (A) review the assessment submitted pursuant to 
                paragraph (1) and any information or recommendation 
                submitted by members of the Council regarding whether 
                an identified financial activity continues to merit 
                heightened prudential standards; and
                    (B) rescind the action subjecting an activity to 
                heightened prudential supervision if the Council 
                determines that the activity no longer meets the 
                criteria in subsection (a).
    (c) Procedure for Identifying or Rescinding Identification of an 
Activity or Practice.--
            (1) Council and board coordination.--The Council shall 
        inform the Board if the Council is considering whether to 
        identify or cease to identify an activity under this section.
            (2) Notice and opportunity for consideration of written 
        materials.--
                    (A) In general.--The Board shall, in an executive 
                capacity on behalf of the Council, provide notice to 
                financial companies that the Council is considering 
                whether to identify an activity or practice for 
                heightened prudential regulation, and shall provide a 
                financial company engaged in such activity or practice 
                30 days to submit written materials to inform the 
                Council's decision. The Council shall decide, and the 
                Board shall provide notice of the Council's decision, 
                within 60 days of the due date for such written 
                materials.
                    (B) Emergency exception.--The Council may waive or 
                modify the requirements of subparagraph (A) if the 
                Council determines that such waiver or modification is 
                necessary or appropriate to prevent or mitigate threats 
                posed by an activity to financial stability. The Board 
                shall, in an executive capacity on behalf of the 
                Council, provide notice of such waiver or modification 
                to financial companies as soon as practicable, which 
                shall be no later than 24 hours after the waiver or 
                modification.
            (3) Form of decision.--The Board shall provide all notices 
        required under this subsection by posting a notice on the 
        Board's Web site and publishing a notice in the Federal 
        Register.
    (d) Effect of Identification.--The Board shall, in accordance with 
section 1107, recommend to the appropriate primary financial regulatory 
agencies specific heightened prudential standards to be applied to an 
activity or practice that the Council or the Board identifies under 
this section.

SEC. 1107. REGULATION OF IDENTIFIED ACTIVITIES FOR FINANCIAL STABILITY 
              PURPOSES.

    (a) Limitations on Identified Financial Activities and Practices.--
            (1) Recommendations.--To mitigate the risks to United 
        States financial stability and the United States economy posed 
        by financial activities and practices that the Council or the 
        Board identifies for heightened prudential scrutiny in 
        accordance with section 1103, the Board shall recommend 
        prudential standards to the appropriate primary financial 
        regulatory agencies to apply to such identified activities and 
        practices.
            (2) Criteria.--The actions recommended under paragraph 
        (1)--
                    (A) shall be designed to maximize financial 
                stability, taking costs to long-term financial and 
                economic growth into account; and
                    (B) may include prescribing the conduct of the 
                activity or practice in specific ways (such as by 
                limiting its scope, or applying particular capital or 
                risk-management requirements to the conduct of the 
                activity) or prohibiting the activity or practice 
                altogether.
    (b) Implementation of Recommended Standards.--
            (1) Role of primary financial regulatory agency.--Each 
        primary financial regulatory agency is authorized to impose, 
        require reports regarding, examine for compliance with, and 
        enforce standards in accordance with this section with respect 
        to those entities described in [section 2(6)] for which it is 
        the primary financial regulatory agency. This authority is in 
        addition to and does not limit any other authority of the 
        primary financial regulatory agencies. Compliance by an entity 
        with actions taken by a primary financial regulatory agency 
        under this section shall be enforceable in accordance with the 
        statutes governing the respective primary financial regulatory 
        agency's jurisdiction over the entity as if the agency action 
        were taken under those statutes.
            (2) Imposition of standards.--Standards imposed under this 
        subsection shall be the standards recommended by the Board in 
        accordance with subsection (a) or any other similar standards 
        that the Board deems acceptable after consultation between the 
        Board and the primary financial regulatory agency.
            (3) Failure to adopt standards; notice to council and 
        board.--If a primary financial regulatory agency fails to 
        implement the prudential standards recommended by the Board or 
        other similar standards that are acceptable to the Board within 
        60 days of the Board's recommendation, the primary financial 
        regulatory agency shall justify the failure of such agency to 
        act in writing to the Council and the Board within that same 
        time period.
            (4) Backup authority of the board.--
                    (A) In general.--When notified that a primary 
                financial regulatory agency has failed to impose 
                heightened prudential standards recommended by the 
                Board for financial stability purposes under this 
                section, the Board is authorized to directly impose, 
                require reports regarding, examine for compliance with, 
                and enforce such heightened prudential standards under 
                this section with respect to entities described in 
                section 2(6) for which the primary financial regulatory 
                agency ordinarily is responsible.
                    (B) Limitation on board backup authority.--The 
                Board's standard-imposition, report-related, 
                examination, and enforcement activities under this 
                subsection shall be limited to heightened prudential 
                standards imposed under this section and shall be done 
                in coordination with the primary financial regulatory 
                agency.

SEC. 1108. EFFECT OF RESCISSION OF IDENTIFICATION.

    (a) Notice.--When the Council or the Board determines that a 
company or activity no longer is identified for heightened prudential 
scrutiny, the Board shall inform the relevant primary financial 
regulatory agency or agencies (if different from the Board) of that 
finding.
    (b) Determination of Primary Financial Regulatory Agency To 
Continue.--A primary financial regulatory agency that has imposed 
heightened prudential standards for financial stability purposes under 
this subtitle shall determine whether standards that it has imposed 
under this subtitle should remain in effect.

SEC. 1109. EMERGENCY FINANCIAL STABILIZATION.

    (a) In General.--Upon the written approval of the Board of 
Governors of the Federal Reserve System (which approval shall be made 
upon a vote of not less than two-thirds of the members of such Board 
then serving) and the Board of Directors of the Corporation (which 
approval shall be made upon a vote of not less than two-thirds of the 
members of such Board then serving), and with the written consent of 
the Secretary of the Treasury (after consulting with the President), 
the Corporation may extend credit to or guarantee obligations of 
solvent insured depository institutions or other solvent companies that 
are predominantly engaged in activities that are financial in nature, 
if necessary to prevent financial instability during times of severe 
economic distress, provided that a credit extension or guarantee of 
obligations under this section shall not include provision of equity in 
any form.
    (b) Policies and Procedures.--Prior to exercising any authority 
under this section, the Corporation shall establish policies and 
procedures governing the extension of credit and the issuance of 
guarantees. The terms and conditions of any extensions of credit or 
guarantees issued shall be established by the Corporation with the 
approval of the Secretary of the Treasury and the Board of Governors of 
the Federal Reserve System.
    (c) Funding.--There shall be available to the Corporation to carry 
out this section amounts in the Treasury not otherwise appropriated, 
including for the payment of reasonable administrative expenses. 
Notwithstanding section 7(d) of the Federal Deposit Insurance Act (12 
U.S.C. 1817(d)), such amounts shall be subject to apportionment for the 
purposes of chapter 15 of title 31, United States Code. Amounts 
received by the Corporation from assessments imposed under subsection 
(d), extensions of credit, and guarantees, including payments of 
principal, interest, and guarantee fees, shall be covered into the 
Treasury as miscellaneous receipts.
    (d) Recoupment; Assessment.--Any losses incurred by the Corporation 
pursuant to subsection (a) shall be recovered from Corporation 
assessments on large financial companies in the manner provided in 
section 1609(o) of the Resolution Authority for Large, Interconnected 
Financial Companies Act of 2009.
    (e) Definitions.--For purposes of this section, the following 
definitions apply:
            (1) Activities that are financial in nature.--The term 
        ``activities that are financial in nature'' means activities 
        that are determined to be financial in nature under section 
        4(k) of the Bank Holding Company Act of 1956 (12 U.S.C. 
        1843(k)) and activities that are identified for heightened 
        prudential standards under section 1106 of this title.
            (2) Company.--The term ``company'' means any entity other 
        than a natural person that is incorporated or organized under 
        Federal law or the laws of any State.
            (3) Corporation.--The term ``Corporation'' means the 
        Federal Deposit Insurance Corporation.
            (4) Insured depository institution.--The term ``insured 
        depository institution'' shall have the same meaning as in 
        section 3 of the Federal Deposit Insurance Act (12 U.S.C. 
        1813).
            (5) Solvent.--The term ``solvent'' means assets are more 
        than the obligations to creditors.

SEC. 1110. EXAMINATIONS AND ENFORCEMENT ACTIONS FOR INSURANCE AND 
              RESOLUTIONS PURPOSES.

    (a) Examinations for Insurance and Resolutions Purposes.--Section 
10(b)(3) of the Federal Deposit Insurance Act (12 U.S.C. 1820(b)(3)) is 
amended by striking beginning ``whenever the Board of Directors 
determines'' through the period and inserting ``or identified financial 
holding company (as defined in section 2(5)) whenever the Board of 
Directors determines a special examination of any such depository 
institution is necessary to determine the condition of such depository 
institution for insurance or such identified financial holding company 
for resolution purposes.''.
    (b) Enforcement Authority.--Section 8(t) of the Federal Deposit 
Insurance Act (12 U.S.C. 1818(t)) is amended--
            (1) at the end of subparagraph (B) by striking ``or'';
            (2) at the end of subparagraph (C) by striking the period 
        and inserting ``; or'';
            (3) by inserting new subparagraph (D), as follows:
                    ``(D) the conduct or threatened conduct (including 
                any acts or omissions) of the depository institution 
                holding company poses a risk to the Deposit Insurance 
                Fund.''; and
            (4) by adding new paragraph (6) at the end as follows--
            ``(6) For purposes of this subsection:
                    ``(A) The Corporation shall have the same powers 
                with respect to a depository institution holding 
                company and its affiliates as the appropriate Federal 
                banking agency has with respect to the holding company 
                and its affiliates; and
                    ``(B) the holding company and its affiliates shall 
                have the same duties and obligations with respect to 
                the Corporation as the holding company and its 
                affiliates have with respect to the appropriate Federal 
                banking agency.''

SEC. 1111. RULE OF CONSTRUCTION.

    The authorities granted to agencies under this subtitle are in 
addition to any rulemaking, report-related, examination, enforcement, 
or other authority that such agencies may have under other law and in 
no way shall be construed to limit such other authority, except that 
any standards imposed for financial stability purposes under this 
subtitle shall supersede any conflicting less stringent requirements of 
the primary financial regulatory agency but only the extent of the 
conflict.

   Subtitle C--Improvements to Supervision and Regulation of Federal 
                        Depository Institutions

SEC. 1201. DEFINITIONS.

    For purposes of this subtitle, the following definitions shall 
apply:
            (1) Board of governors.--The term ``Board of Governors'' 
        means the Board of Governors of the Federal Reserve System.
            (2) Corporation.--The term ``Corporation'' means the 
        Federal Deposit Insurance Corporation.
            (3) Office of the comptroller of the currency.--The term 
        ``Office of the Comptroller of the Currency'' means the office 
        established by section 324 of the Revised Statutes (12 U.S.C. 
        1).
            (4) Office of thrift supervision.--The term ``Office of 
        Thrift Supervision'' means the office established by section 3 
        of the Home Owners' Loan Act (12 U.S.C. 1462a).
            (5) Secretary.--The term ``Secretary'' means the Secretary 
        of the Treasury.
            (6) Transfer date.--The term ``transfer date'' has the 
        meaning provided in section 1205.
            (7) Certain other terms.--The terms ``affiliate'', ``bank 
        holding company'', ``control'' (when used with respect to a 
        depository institution), ``depository institution'', ``Federal 
        banking agency'', ``Federal savings association'', 
        ``including'', ``insured branch'', ``insured depository 
        institution'', ``savings association'', ``State savings 
        association'', and ``subsidiary'' have the same meanings as in 
        section 3 of the Federal Deposit Insurance Act.

SEC. 1202. AMENDMENTS TO THE HOME OWNERS' LOAN ACT RELATING TO TRANSFER 
              OF FUNCTIONS.

    (a) Amendments to Section 2.--Section 2 of the Home Owners' Loan 
Act (12 U.S.C. 1462) is amended by amending paragraph (1) to read as 
follows:
            ``(1) Board of governors.--The term `Board of Governors' 
        means the Board of Governors of the Federal Reserve System.''.
    (b) Amendments to Section 3.--Section 3 of the Home Owners' Loan 
Act (12 U.S.C. 1462a) is amended--
            (1) by striking subsection (a) and inserting the following 
        new subsection:
    ``(a) Establishment of Division of Thrift Supervision.--To carry 
out the purposes of this Act, there is hereby established the Division 
of Thrift Supervision, which shall be a division within the Office of 
the Comptroller of the Currency.'';
            (2) in subsection (b)--
                    (A) by striking paragraph (1) and inserting the 
                following new paragraph:
            ``(1) In general.--The Division of Thrift Supervision shall 
        be headed by a Deputy Comptroller of the Currency who shall be 
        subject to the general oversight of the Comptroller of the 
        Currency.'';
                    (B) in paragraph (2), by striking ``Director'' and 
                inserting ``Comptroller of the Currency''; and
                    (C) by striking paragraph (3) and (4);
            (3) by striking subsections (c), (d), and (e) and inserting 
        the following new subsection:
    ``(c) Powers of the Comptroller of the Currency.--The Comptroller 
of the Currency shall have all the powers, duties, and functions 
transferred by the Financial Stability Improvement Act of 2009 to the 
Comptroller of the Currency to carry out this Act.'';
            (4) by redesignating subsections (f) and (i) as subsections 
        (d) and (e), respectively;
            (5) in subsection (d) (as so redesignated), by striking 
        ``Director'' each place such term appears and inserting 
        ``Comptroller of the Currency'';
            (6) by striking subsections (g), (h), and (j); and
            (7) in subsection (e) (as so redesignated), by striking 
        ``compensation of the Director and other employees of the 
        Office and all other expenses thereof'' and inserting 
        ``expenses incurred by the Comptroller of the Currency in 
        carrying out this Act''.
    (c) Amendments to Section 4.--Section 4 of the Home Owners' Loan 
Act (12 U.S.C. 1463) is amended by striking ``Director'' every time it 
appears and inserting ``Comptroller of the Currency''.
    (d) Amendments to Section 5.--
            (1) Universal.--Section 5 of the Home Owners' Loan Act (12 
        U.S.C. 1464) is amended--
                    (A) by striking ``Director'' and ``Director of the 
                Office of Thrift Supervision'' each place such term 
                appears and inserting ``Comptroller of the Currency''; 
                and
                    (B) by striking ``Director's'' each place such term 
                appears and inserting ``Comptroller of the 
                Currency's''.
            (2) Specific provisions.--
                    (A) Section 5(d)(2)(E) of the Home Owners' Loan Act 
                is amended by striking ``or the Resolution Trust 
                Corporation, as appropriate,'' each place such term 
                appears.
                    (B) Section 5(d)(3)(B) of the Home Owners' Loan Act 
                is amended by striking ``or the Resolution Trust 
                Corporation''.
    (e) Amendments to Sections 8 and 9.--Sections 8 and 9 of the Home 
Owners' Loan Act (12 U.S.C. 11466a, 1467) are each amended by striking 
``Director'' each place such term appears and inserting ``Comptroller 
of the Currency''.
    (f) Technical and Conforming Amendments.--
            (1) Definitions.--Section 2 of the Home Owners' Loan Act 
        (12 U.S.C. 1462) is amended--
                    (A) by striking paragraph (1) and (3); and
                    (B) by redesignating paragraphs (2), (4), (5), (6), 
                (7), (8), and (9) as paragraphs (1), (2), (3), (4), 
                (5), (6), (7), and (8), respectively.
            (2) Section 3.--
                    (A) The heading for section 3 of the Home Owners' 
                Loan Act is amended by striking ``director of the 
                office of thrift supervision'' and inserting ``division 
                of thrift supervision''.
                    (B) The heading for subsection (e) of section (3) 
                of the Home Owners' Loan Act is amended by striking 
                ``Director'' and inserting ``Comptroller of the 
                Currency''.
            (3) Section 5.--The heading for paragraph (2)(E)(ii) of 
        section 5(d) of the Home Owners' Loan Act and the heading for 
        paragraph (3)(B) of such section are each amended by striking 
        ``OR RTC''.
    (g) Clerical Amendment.--The table of contents section for the Home 
Owners' Loan Act is amended by striking the item relating to section 3 
and inserting the following new item:

``Sec. 3. Division of Thrift Supervision.''.

SEC. 1203. AMENDMENTS TO THE REVISED STATUTES.

    (a) Amendment to Section 324.--Section 324 of the Revised Statutes 
of the United States (12 U.S.C. 1) is amended to read as follows:

``SEC. 324. COMPTROLLER OF THE CURRENCY.

    ``There shall be in the Department of the Treasury a bureau, the 
chief officer of which bureau shall be called the Comptroller of the 
Currency, and shall perform the duties of the Comptroller of the 
Currency under the general direction of the Secretary of the Treasury. 
The Comptroller of the Currency shall have the same authority over 
matters as were vested in the Director of the Office of Thrift 
Supervision or the Office of Thrift Supervision on the day before the 
date of enactment of the Financial Stability Improvement Act of 2009. 
The Secretary of the Treasury may not delay or prevent the issuance of 
any rule or the promulgation of any regulation by the Comptroller of 
the Currency.''.
    (b) Amendments to Section 327.--Section 327 of the Revised Statutes 
of the United States (12 U.S.C. 4) is amended to read as follows:

``SEC. 327 DEPUTY COMPTROLLERS.

    ``(a) Appointment.--The Secretary of the Treasury shall appoint no 
more than 5 Deputy Comptrollers of the Currency--
            ``(1) 1 of whom shall be designated First Deputy 
        Comptroller of the Currency; and
            ``(2) 1 of whom shall be designated the Deputy Comptroller 
        of the Division of Thrift Supervision.
    ``(b) Pay.--The Secretary of the Treasury shall fix the 
compensation of the Deputy Comptrollers of the Currency and provide 
such other benefits as the Secretary may determine to be appropriate.
    ``(c) Oath of Office; Duties.--Each Deputy Comptroller shall take 
the oath of office and shall perform such duties as the Comptroller of 
the Currency shall direct.
    ``(d) Service as Acting Comptroller.--During a vacancy in the 
office or during the absence or disability of the Comptroller, each 
Deputy Comptroller shall possess the power and perform the duties 
attached by law to the Office of the Comptroller under such order of 
succession following the First Deputy Comptroller as the Comptroller 
shall direct.''.
    (c) Amendment to Section 329.--Section 329 of the Revised Statutes 
of the United States (12 U.S.C. 11) is amended by inserting ``or any 
Federal savings association'' before the period at the end.
    (d) Amendment to Section 481.--The fourth sentence of the second 
undesignated paragraph of Section 5240 of the Revised Statutes of the 
United States (12 U.S.C. 481) is amended by striking ``Secretary of the 
Treasury;'' and all that follows through the end of the sentence, and 
inserting ``Secretary of the Treasury; the employment and compensation 
of examiners, chief examiners, reviewing examiners, assistant 
examiners, and of the other employees of the office of the Comptroller 
of the Currency whose compensation is and shall be paid from 
assessments on banks or affiliates thereof or from other fees or 
charges imposed pursuant to this subchapter shall be set and adjusted 
pursuant to chapter 71 of title five, United States Code and without 
regard to the provisions of other laws applicable to officers or 
employees of the United States.''.
    (e) Amendment to Section 482.--The first sentence in the first 
undesignated paragraph of Section 5240 of the Revised Statutes of the 
United States (12 U.S.C. 482) is amended by inserting ``pursuant to 
chapter 71 of title five, United States Code,'' after ``shall,''.

SEC. 1204. POWER AND DUTIES TRANSFERRED.

    (a) Director of the Office of Thrift Supervision.--
            (1) Transfer of functions.--Except as otherwise provided in 
        this subtitle, all functions of the Director of the Office of 
        Thrift Supervision are transferred to the Office of the 
        Comptroller of the Currency.
            (2) Comptroller's authority.--Except as otherwise provided 
        in this subtitle, the Comptroller of the Currency shall succeed 
        to all powers, authorities, rights, and duties that were vested 
        in the Director of the Office of Thrift Supervision under 
        Federal law, including the Home Owners' Loan Act, on the day 
        before the transfer date.
            (3) Functions relating to supervision of state savings 
        associations.--
                    (A) Transfer of functions.--All functions of the 
                Director of the Office of Thrift Supervision relating 
                to the supervision and regulation of State savings 
                associations are transferred to the Corporation.
                    (B) Corporation's authority.--The Corporation shall 
                succeed to all powers, authorities, rights, and duties 
                that were vested in the Director of the Office of 
                Thrift Supervision under Federal law, including the 
                Home Owners' Loan Act, on the day before the transfer 
                date, relating to the supervision and regulation of 
                State savings associations.
    (b) Appropriate Federal Banking Agency.--Section 3 of the Federal 
Deposit Insurance Act (12 U.S.C. 1813) is amended in subsection (q)--
            (1) by amending paragraph (1) to read as follows:
            ``(1) the Comptroller of the Currency in the case of any 
        national bank, Federal savings association or any Federal 
        branch or agency of a foreign bank;'';
            (2) by amending paragraph (3) to read as follows:
            ``(3) the Federal Deposit Insurance Corporation in the case 
        of a State nonmember insured bank, a State savings association 
        or a foreign bank having an insured branch.''; and
            (3) by striking paragraph (4).
    (c) Transfer of Consumer Financial Protection Functions.--Nothing 
in subsection (a) or (b) shall affect any transfer of consumer 
financial protection functions of the Comptroller of the Currency and 
the Director of the Office of Thrift Supervision to the Consumer 
Financial Protection Agency as provided in the Consumer Financial 
Protection Agency Act of 2009.
    (d) Effective Date.--Subsections (a) and (b) shall become effective 
on the transfer date.

SEC. 1205. TRANSFER DATE.

    (a) In General.--Except as provided in subsection (b), the date for 
the transfer of functions to the Office of the Comptroller of the 
Currency and the Corporation under section 1204 shall be 1 year after 
the date of enactment of this Act.
    (b) Extension Permitted.--
            (1) Notice required.--The Secretary, in consultation with 
        the Comptroller of the Currency and the Director of the Office 
        of Thrift Supervision, may designate a calendar date for the 
        transfer of functions of the Office of Thrift Supervision to 
        the Office of the Comptroller of the Currency, and the 
        Corporation under section 1204 that is later than 1 year after 
        the date of enactment of this Act if the Secretary--
                    (A) transmits to the Committee on Banking, Housing, 
                and Urban Affairs of the Senate and the Committee on 
                Financial Services of the House of Representatives--
                            (i) a written determination that orderly 
                        implementation of this title is not feasible on 
                        the date that is 1 year after the date of 
                        enactment of this Act;
                            (ii) an explanation of why an extension is 
                        necessary for the orderly implementation of 
                        this title; and
                            (iii) a description of the steps that will 
                        be taken to effect an orderly and timely 
                        implementation of this title within the 
                        extended time period; and
                    (B) publishes notice of that designated later date 
                in the Federal Register.
            (2) Extension limited.--In no case shall any date 
        designated under paragraph (1) be later than 18 months after 
        the date of enactment of this Act.
            (3) Effect on references to ``transfer date''.--If the 
        Secretary takes the actions provided in paragraph (1) for 
        designating a date for the transfer of functions to the Office 
        of the Comptroller of the Currency, and the Corporation under 
        section 1204, references in this title to ``transfer date'' 
        shall mean the date designated by the Secretary.

SEC. 1206. OFFICE OF THRIFT SUPERVISION ABOLISHED.

    Effective 90 days after the transfer date, the position of Director 
of the Office of Thrift Supervision and the Office of Thrift 
Supervision are abolished.

SEC. 1207. SAVINGS PROVISIONS.

    (a) Office of Thrift Supervision.--
            (1) Existing rights, duties, and obligations not 
        affected.--Sections 1204(a)(1) and 1206 shall not affect the 
        validity of any right, duty, or obligation of the United 
        States, the Director of the Office of Thrift Supervision, the 
        Office of Thrift Supervision, or any other person, that existed 
        on the day before the transfer date.
            (2) Continuation of suits.--This Act shall not abate any 
        action or proceeding commenced by or against the Director of 
        the Office of Thrift Supervision or the Office of Thrift 
        Supervision before the transfer date, except that--
                    (A) for any action or proceeding arising out of a 
                function of the Director of the Office of Thrift 
                Supervision transferred to the Comptroller of the 
                Currency by this title, the Comptroller of the Currency 
                or the Office of the Comptroller of the Currency shall 
                be substituted for the Director of the Office of Thrift 
                Supervision or the Office of Thrift Supervision, as the 
                case may be, as a party to the action or proceeding as 
                of the transfer date; or
                    (B) for any action or proceeding arising out of a 
                function of the Director of the Office of Thrift 
                Supervision transferred to the Corporation by this 
                title, the Chairman of the Corporation shall be 
                substituted for the Director of the Office of Thrift 
                Supervision as a party to the action or proceeding as 
                of the transfer date.
    (b) Continuation of Existing OTS Orders, Resolutions, 
Determinations, Agreements, Regulations, etc.--All orders, resolutions, 
determinations, agreements, and regulations, interpretative rules, 
other interpretations, guidelines, procedures, and other advisory 
materials, that have been issued, made, prescribed, or allowed to 
become effective by the Office of Thrift Supervision, or by a court of 
competent jurisdiction, in the performance of functions that are 
transferred by this title and that are in effect on the day before the 
transfer date, shall continue in effect according to the terms of those 
orders, resolutions, determinations, agreements, and regulations, 
interpretative rules, other interpretations, guidelines, procedures, 
and other advisory materials, and shall be enforceable by or against--
            (1) the Office of the Comptroller of the Currency, in the 
        case of a function of the Director of the Office of Thrift 
        Supervision transferred to the Comptroller of the Currency, 
        until modified, terminated, set aside, or superseded in 
        accordance with applicable law by the Office of the Comptroller 
        of the Currency, by any court of competent jurisdiction, or by 
        operation of law; or
            (2) the Corporation, in the case of a function of the 
        Director of the Office of Thrift Supervision transferred to the 
        Corporation, until modified, terminated, set aside, or 
        superseded in accordance with applicable law by the 
        Corporation, by any court of competent jurisdiction, or by 
        operation of law.
    (c) Identification of Regulations Continued.--
            (1) By office of the comptroller of the currency.--Not 
        later than the transfer date, the Comptroller of the Currency 
        shall--
                    (A) after consultation with the Chairperson of the 
                Corporation, identify the regulations continued under 
                subsection (c) that will be enforced by the Office of 
                the Comptroller of the Currency; and
                    (B) publish a list of such regulations in the 
                Federal Register.
            (2) By the corporation.--Not later than the transfer date, 
        the Corporation shall--
                    (A) after consultation with the Office of the 
                Comptroller of the Currency, identify the regulations 
                continued under subsection (c) that will be enforced by 
                the Corporation; and
                    (B) publish a list of such regulations in the 
                Federal Register.
    (d) Status of Regulations Proposed or Not Yet Effective.--
            (1) Proposed regulations.--Any proposed regulation of the 
        Office of Thrift Supervision, which that agency, in performing 
        functions transferred by this title, has proposed before the 
        transfer date but has not published as a final regulation 
        before that date, shall be deemed to be a proposed regulation 
        of the Office of the Comptroller of the Currency, or the 
        Corporation, as appropriate, according to its terms.
            (2) Regulations not yet effective.--Any interim or final 
        regulation of the Office of Thrift Supervision, which that 
        agency, in performing functions transferred by this title, has 
        published before the transfer date but which has not become 
        effective before that date, shall become effective as a 
        regulation of the Office of the Comptroller of the Currency, or 
        the Corporation, as appropriate, according to its terms.

SEC. 1208. REGULATIONS AND ORDERS.

    In addition to any powers transferred to the Comptroller of the 
Currency by this title, the Comptroller of the Currency may prescribe 
such regulations and issue such orders as the Comptroller of the 
Currency determines to be appropriate to carry out this title and the 
powers and duties transferred to the Comptroller of the Currency by 
this title.

SEC. 1209. COORDINATION OF TRANSITION ACTIVITIES.

    Before the transfer date, the Comptroller of the Currency shall--
            (1) consult and cooperate with the Office of Thrift 
        Supervision to facilitate the orderly transfer of functions to 
        the Comptroller of the Currency;
            (2) determine and redetermine, from time to time--
                    (A) the amount of funds necessary to pay any 
                expenses associated with the transfer of functions 
                (including expenses for personnel, property, and 
                administrative services) during the period beginning on 
                the date of enactment of this Act and ending on the 
                transfer date;
                    (B) what personnel are appropriate to facilitate 
                the orderly transfer of functions by this title; and
                    (C) what property and administrative services are 
                necessary to support the Office of the Comptroller of 
                the Currency during the period beginning on the date of 
                enactment of this Act and ending on the transfer date; 
                and
            (3) take such actions as may be necessary to provide for 
        the orderly implementation of this title.

SEC. 1210. INTERIM RESPONSIBILITIES OF OFFICE OF THE COMPTROLLER OF THE 
              CURRENCY AND OFFICE OF THRIFT SUPERVISION.

    (a) In General.--When requested by the Comptroller of the Currency 
to do so before the transfer date, the Office of Thrift Supervision 
shall--
            (1) pay to the Comptroller of the Currency, from funds 
        obtained by the Office of Thrift Supervision through 
        assessments, fees, or other charges that the Office of Thrift 
        Supervision is authorized by law to impose, such amounts that 
        the Comptroller of the Currency determines to be necessary 
        under section 1209(2)(A);
            (2) detail to the Office of the Comptroller of the Currency 
        such personnel as the Comptroller of the Currency determines to 
        be appropriate under section 1209(2)(B); and
            (3) make available to the Office of the Comptroller of the 
        Currency such property and provide the Office of the 
        Comptroller of the Currency such administrative services as the 
        Comptroller of the Currency determines to be necessary under 
        section 1209(2)(C).
    (b) Notice Required.--The Comptroller of the Currency shall give 
the Office of Thrift Supervision reasonable prior notice of any request 
that the Office of the Comptroller of the Currency intends to make 
under subsection (a).

SEC. 1211. EMPLOYEES TRANSFERRED.

    (a) In General.--
            (1) OTS employees.--
                    (A) In general.--All employees of the Office of 
                Thrift Supervision shall be transferred to either the 
                Comptroller of the Currency or the Corporation for 
                employment.
                    (B) Allocating employees for transfer to receiving 
                agencies.--The Director of the Office of Thrift 
                Supervision, the Comptroller of the Currency, and the 
                Chairperson of the Corporation shall--
                            (i) jointly determine the number of 
                        employees of the Office of Thrift Supervision 
                        necessary to perform or support--
                                    (I) the functions of the Office of 
                                Thrift Supervision that are transferred 
                                to the Office of the Comptroller of the 
                                Currency by this title; and
                                    (II) the functions of the Office of 
                                Thrift Supervision that are transferred 
                                to the Corporation by this title; and
                            (ii) consistent with the numbers determined 
                        under clause (ii), jointly identify employees 
                        of the Office of Thrift Supervision for 
                        transfer to the Office of the Comptroller of 
                        the Currency or the Corporation in a manner 
                        that the Director of the Office of Thrift 
                        Supervision, the Comptroller of the Currency, 
                        and the Chairperson of the Corporation, in 
                        their discretion, deem equitable.
            (2) Transfer of employees performing consumer financial 
        protection functions.--Nothing in paragraph (1) shall affect 
        the transfer of employees performing or supporting consumer 
        financial protection functions of the Comptroller of the 
        Currency and the Director of the Office of Thrift Supervision 
        to the Consumer Financial Protection Agency as provided in the 
        Consumer Financial Protection Agency Act of 2009.
            (3) Appointment authority for excepted service 
        transferred.--
                    (A) In general.--In the case of employees occupying 
                positions in the excepted service, any appointment 
                authority established pursuant to law or regulations of 
                the Office of Personnel Management for filling such 
                positions shall be transferred, subject to subparagraph 
                (B).
                    (B) Declining transfers allowed.--The Office of the 
                Comptroller of the Currency and the Corporation may 
                decline to accept a transfer of authority under 
                subparagraph (A) (and the employees appointed pursuant 
                thereto) to the extent that such authority relates to 
                positions excepted from the competitive service because 
                of their confidential, policy-making, policy-
                determining, or policy-advocating character.
    (b) Timing of Transfers and Position Assignments.--Each employee to 
be transferred under this section shall--
            (1) be transferred not later than 90 days after the 
        transfer date; and
            (2) receive notice of his or her position assignment not 
        later than 120 days after the effective date of his or her 
        transfer.
    (c) Transfer of Function.--
            (1) In general.--Notwithstanding any other provision of 
        law, the transfer of employees shall be deemed a transfer of 
        functions for the purpose of section 3503 of title 5, United 
        States Code.
            (2) Priority of this act.--If any provision of this title 
        conflicts with any protection provided to transferred employees 
        under section 3503 of title 5, United States Code, the 
        provisions of this title shall control.
    (d) Employees' Status and Eligibility.--The transfer of functions 
and employees under this title, and the abolition of the Office of 
Thrift Supervision, shall not affect the status of the transferred 
employees as employees of an agency of the United States under any 
provision of law.
    (e) Equal Status and Tenure Positions.--Each employee transferred 
from the Office of Thrift Supervision shall be placed in a position at 
either the Office of the Comptroller of the Currency or the Corporation 
with the same status and tenure as he or she held on the day before the 
transfer date.
    (f) No Additional Certification Requirements.--Examiners 
transferred to the Office of the Comptroller of the Currency or the 
Corporation shall not be subject to any additional certification 
requirements before being placed in a comparable examiner's position at 
the Office of the Comptroller of the Currency or the Corporation 
examining the same types of institutions as they examined before they 
were transferred.
    (g) Personnel Actions Limited.--
            (1) 1-year protection.--Except as provided in paragraph 
        (2), each employee transferred from the Office of Thrift 
        Supervision holding a permanent position on the day before the 
        transfer date shall not, during the 1-year period beginning on 
        the transfer date, be involuntarily separated, or involuntarily 
        reassigned outside his or her locality pay area as defined by 
        the Office of Personnel Management.
            (2) Exceptions.--Paragraph (1) does not limit the right of 
        the Office of the Comptroller of the Currency or the 
        Corporation to--
                    (A) separate an employee for cause or for 
                unacceptable performance; or
                    (B) terminate an appointment to a position excepted 
                from the competitive service because of its 
                confidential policy-making, policy-determining, or 
                policy-advocating character.
    (h) Pay.--
            (1) 1-year protection.--Except as provided in paragraph 
        (2), each employee transferred from the Office of Thrift 
        Supervision shall, during the 1-year period beginning on the 
        transfer date, receive pay at a rate not less than the basic 
        rate of pay (including any geographic differential) that the 
        employee received during the 1-year period immediately before 
        the transfer.
            (2) Exceptions.--Paragraph (1) does not limit the right of 
        the Office of the Comptroller of the Currency or the 
        Corporation to reduce a transferred employee's rate of basic 
        pay--
                    (A) for cause;
                    (B) for unacceptable performance; or
                    (C) with the employee's consent.
            (3) Protection only while employed.--Paragraph (1) applies 
        to a transferred employee only while that employee remains 
        employed by the Office of the Comptroller of the Currency or 
        the Corporation.
            (4) Pay increases permitted.--Paragraph (1) does not limit 
        the authority of the Office of the Comptroller of the Currency 
        or the Corporation to increase a transferred employee's pay.
    (i) Benefits.--
            (1) Retirement benefits for transferred employees.--
                    (A) In general.--
                            (i) Continuation of existing retirement 
                        plan.--Each employee transferred from the 
                        Office of Thrift Supervision may remain 
                        enrolled in his or her existing retirement plan 
                        or plans as long as he or she remains employed 
                        by the Office of the Comptroller of the 
                        Currency.
                            (ii) Employer's contribution.--The Office 
                        of the Comptroller of the Currency or the 
                        Corporation shall pay any employer 
                        contributions to the existing retirement plan 
                        of each employee transferred from the Office of 
                        Thrift Supervision as required under that plan.
                    (B) Definition.--For purposes of this paragraph, 
                the term ``existing retirement plan'' means, with 
                respect to any employee transferred under this section, 
                the particular retirement plan (including the Financial 
                Institutions Retirement Fund) and any associated thrift 
                savings plan of the agency from which the employee was 
                transferred, which the employee was enrolled in on the 
                day before the transfer date.
            (2) Benefits other than retirement benefits.--
                    (A) During 1st year.--
                            (i) Existing plans continue.--Each 
                        transferred employee may, for 1 year after the 
                        transfer date, retain membership in any other 
                        employee benefit program of the Office of 
                        Thrift Supervision, including a dental, vision, 
                        long-term care, or life insurance program, to 
                        which the employee belonged on the day before 
                        the transfer date.
                            (ii) Employer's contribution.--The Office 
                        of the Comptroller of the Currency or the 
                        Corporation shall pay any employer cost in 
                        continuing to extend coverage in the benefit 
                        program to the employee as required under that 
                        program or negotiated agreements.
                    (B) Dental, vision, or life insurance after 1st 
                year.--If, after the 1-year period beginning on the 
                transfer date, the Office of the Comptroller of the 
                Currency or the Corporation decides not to continue 
                participation in any dental, vision, or life insurance 
                program of the Office of Thrift Supervision, an 
                employee transferred from the Office of Thrift 
                Supervision pursuant to this title who is a member of 
                such a program may, before the decision of the Office 
                of the Comptroller of the Currency or the Corporation 
                takes effect, elect to enroll, without regard to any 
                regularly scheduled open season, in--
                            (i) the enhanced dental benefits program 
                        established by chapter 89A of title 5, United 
                        States Code;
                            (ii) the enhanced vision benefits 
                        established by chapter 89B of title 5, United 
                        States Code; and
                            (iii) the Federal Employees Group Life 
                        Insurance Program established by chapter 87 of 
                        title 5, United States Code, without regard to 
                        any requirement of insurability.
                    (C) Long-term care insurance after 1st year.--If, 
                after the 1-year period beginning on the transfer date, 
                the Office of the Comptroller of the Currency or the 
                Corporation decides not to continue participation in 
                any long-term care insurance program of the Office of 
                Thrift Supervision, an employee transferred from the 
                Office of Thrift Supervision pursuant to this title who 
                is a member of such a program may, before the decision 
                of the Office of the Comptroller of the Currency or the 
                Corporation takes effect, elect to apply for coverage 
                under the Federal Long-Term Care Insurance Program 
                established by chapter 90 of title 5, United States 
                Code, under the underwriting requirements applicable to 
                a new active workforce member (as defined in part 875, 
                title 5, Code of Federal Regulations).
                    (D) Employee's contribution.--
                            (i) In general.--Subject to clause (ii), an 
                        individual enrolled in the Federal Employees 
                        Health Benefits program under this subparagraph 
                        shall pay any employee contribution required by 
                        the plan.
                            (ii) Cost differential.--The difference in 
                        costs between the benefits that the Office of 
                        Thrift Supervision is providing on the date of 
                        enactment of this Act and the benefits provided 
                        by this section shall be paid by the 
                        Comptroller of the Currency or the Corporation.
                            (iii) Funds transfer.--The Office of the 
                        Comptroller of the Currency or the Corporation 
                        shall transfer to the Federal Employees Health 
                        Benefits Fund established under section 8909 of 
                        title 5, United States Code, an amount 
                        determined by the Director of the Office of 
                        Personnel Management, after consultation with 
                        the Office of the Comptroller of the Currency 
                        or the Corporation and the Office of Management 
                        and Budget, to be necessary to reimburse the 
                        Fund for the cost to the Fund of providing 
                        benefits under this subparagraph not otherwise 
                        paid for by the employee under clause (i).
                    (E) Special provisions to ensure continuation of 
                life insurance benefits.--
                            (i) In general.--An annuitant (as defined 
                        in section 8901(3) of title 5, United States 
                        Code) who is enrolled in a life insurance plan 
                        administered by the Office of Thrift 
                        Supervision on the day before the transfer date 
                        shall be eligible for coverage by a life 
                        insurance plan under sections 8706(b), 8714a, 
                        8714b, and 8714c of title 5, United States 
                        Code, or in a life insurance plan established 
                        by the Office of the Comptroller of the 
                        Currency or the Corporation, without regard to 
                        any regularly scheduled open season and 
                        requirement of insurability.
                            (ii) Employee's contribution.--
                                    (I) In general.--Subject to 
                                subclause (II), an individual enrolled 
                                in a life insurance plan under this 
                                clause shall pay any employee 
                                contribution required by the plan.
                                    (II) Cost differential.--The 
                                difference in costs between the 
                                benefits that the Office of Thrift 
                                Supervision is providing on the date of 
                                enactment of this Act and the benefits 
                                provided by this section shall be paid 
                                by the Comptroller of the Currency or 
                                the Corporation.
                                    (III) Funds transfer.--The Office 
                                of the Comptroller of the Currency or 
                                the Corporation shall transfer to the 
                                Employees' Life Insurance Fund 
                                established under section 8714 of title 
                                5, United States Code, an amount 
                                determined by the Director of the 
                                Office of Personnel Management, after 
                                consultation with the Office of the 
                                Comptroller of the Currency or the 
                                Corporation and the Office of 
                                Management and Budget, to be necessary 
                                to reimburse the Fund for the cost to 
                                the Fund of providing benefits under 
                                this subparagraph not otherwise paid 
                                for by the employee under subclause 
                                (I).
                                    (IV) Credit for time enrolled in 
                                other plans.--For employees transferred 
                                under this section, enrollment in a 
                                life insurance plan administered by the 
                                Office of the Comptroller of the 
                                Currency, the Office of Thrift 
                                Supervision, or the Corporation 
                                immediately before enrollment in a life 
                                insurance plan under chapter 87 of 
                                title 5, United States Code, shall be 
                                considered as enrollment in a life 
                                insurance plan under that chapter for 
                                purposes of section 8706(b)(1)(A) of 
                                title 5, United States Code.
    (j) Equitable Treatment.--In administering the provisions of this 
section, the Office of the Comptroller of the Currency and the 
Corporation--
            (1) shall take no action that would unfairly disadvantage 
        transferred employees relative to other employees of the Office 
        of the Comptroller of the Currency based on their prior 
        employment by the Office of Thrift Supervision;
            (2) may take such action as is appropriate in individual 
        cases so that employees transferred under this section receive 
        equitable treatment, with respect to those employees' status, 
        tenure, pay, benefits (other than benefits under programs 
        administered by the Office of Personnel Management), and 
        accrued leave or vacation time, for prior periods of service 
        with any Federal agency.

SEC. 1212. PROPERTY TRANSFERRED.

    (a) In General.--Not later than 90 days after the transfer date, 
all property of the Office of Thrift Supervision shall be transferred 
to the Office of the Comptroller of the Currency or the Corporation, 
allocated in a manner consistent with section 1211(a).
    (b) Contracts Related to Property Transferred.--All contracts, 
agreements, leases, licenses, permits, and similar arrangements 
relating to property transferred to the Office of the Comptroller of 
the Currency or the Corporation by this section shall be transferred to 
the Office of the Comptroller of the Currency or the Corporation 
together with that property.
    (c) Preservation of Property.--Property identified for transfer 
under this section shall not be altered, destroyed, or deleted before 
transfer under this section.
    (d) Property Defined.--For purposes of this section, the term 
``property'' includes all real property (including leaseholds) and all 
personal property (including computers, furniture, fixtures, equipment, 
books, accounts, records, reports, files, memoranda, paper, reports of 
examination, work papers and correspondence related to such reports, 
and any other information or materials).

SEC. 1213. FUNDS TRANSFERRED.

    Except to the extent needed to dispose of affairs under section 
1214, all funds that, on the day before the transfer date, are 
available to the Director of the Office of Thrift Supervision to pay 
the expenses of the Office of Thrift Supervision shall be transferred 
to the Office of the Comptroller of the Currency or the Corporation, 
allocated in a manner consistent with section 1211(a), on the transfer 
date.

SEC. 1214. DISPOSITION OF AFFAIRS.

    (a) In General.--During the 90-day period beginning on the transfer 
date, the Director of the Office of Thrift Supervision--
            (1) shall, solely for the purpose of winding up the affairs 
        of the agency related to any function transferred to the Office 
        of the Comptroller of the Currency or the Corporation by this 
        title--
                    (A) manage any employees of the Office of Thrift 
                Supervision and provide for the payment of the 
                compensation and benefits of any such employees that 
                accrue before the transfer date; and
                    (B) manage any property of the Office of Thrift 
                Supervision until the property is transferred under 
                section 1212; and
            (2) may take any other action necessary to wind up the 
        affairs of the Office of Thrift Supervision relating to the 
        transferred functions.
    (b) Authority and Status of Director.--
            (1) In general.--Notwithstanding the transfers of functions 
        under this title, the Director of the Office of Thrift 
        Supervision shall, during the 90-day period beginning on the 
        transfer date, retain and may exercise any authority vested in 
        the Director on the day before the transfer date that is 
        necessary to carry out the requirements of this title during 
        that period.
            (2) Other provisions.--For purposes of paragraph (1), the 
        Director of the Office of Thrift Supervision shall, during the 
        90-day period beginning on the transfer date, continue to be--
                    (A) treated as an officer of the United States; and
                    (B) entitled to receive compensation at the same 
                annual rate of basic pay that he or she was receiving 
                on the day before the transfer date.

SEC. 1215. CONTINUATION OF SERVICES.

    Any agency, department, or other instrumentality of the United 
States, and any successor to any such agency, department, or 
instrumentality, that was, before the transfer date, providing support 
services to the Office of Thrift Supervision in connection with 
functions to be transferred to the Office of the Comptroller of the 
Currency, shall--
            (1) continue to provide those services, subject to 
        reimbursement, until the transfer of those functions is 
        complete; and
            (2) consult with any such agency to coordinate and 
        facilitate a prompt and orderly transition.

SEC. 1216. TREATMENT OF SAVINGS AND LOAN HOLDING COMPANIES.

    (a) Section 2 of the Home Owners' Loan Act (12 U.S.C. 1462) is 
amended in paragraph (1) by striking ``Director.--The term `Director' 
means the Director of the Office of Thrift Supervision'' and inserting 
``Comptroller.--The term `Comptroller' means the Comptroller of the 
Currency''.
    (b) Section 10 of the Home Owners' Loan Act (12 U.S.C. 1467a) is 
amended as follows:
            (1) In subsection (a)(1)(A) by striking ``Director'' and 
        inserting ``Comptroller of the Currency'';
            (2) In subsection (m) as follows:
                    (A) in paragraph (2) by striking ``Director'' and 
                inserting ``Comptroller'';
                    (B) in paragraph (2) by striking ``Director may 
                grant'' and inserting ``Comptroller of the Currency may 
                grant'';
                    (C) in paragraph (2) by striking ``the Director 
                deems'' and inserting ``the Comptroller deems'';
                    (D) in paragraph (2)(A) by striking ``Director'' 
                and inserting ``Comptroller'';
                    (E) in paragraph (2)(B) by striking ``Director'' 
                and inserting ``Comptroller'';
                    (F) in paragraph (2)(B)(iii) by striking 
                ``Director'' and inserting ``Comptroller'';
                    (G) in paragraph (4)(D) by striking ``Director'' 
                and inserting ``Comptroller'';
                    (H) in paragraph (4)(E) by striking ``Director'' 
                and inserting ``Comptroller''; and
                    (I) in paragraph (7)(B) by striking ``Director'' 
                and inserting ``Comptroller'';
            (3) In subsection (o) as follows:
                    (A) in paragraph (3) in the heading by striking 
                ``Director'' and inserting ``Board'';
                    (B) in paragraph (3)(A) by striking ``Director'' 
                and inserting ``Board'';
                    (C) in paragraph (3)(B) by striking ``Director'' 
                and inserting ``Board'';
                    (D) in paragraph (3)(C) by striking ``Director'' 
                and inserting ``Board'';
                    (E) in paragraph (3)(D) by striking ``Director'' 
                and inserting ``Comptroller'';
                    (F) in paragraph (7) by striking ``chartered by the 
                Director'' and inserting ``chartered by the 
                Comptroller''; and
                    (G) in paragraph (7) by striking ``regulations as 
                the Director may'' and inserting ``regulations as the 
                Board may''; and
            [(4) by striking subsections ``(a)'' through ``(n)'', and 
        ``(p)'' through ``(t)'', and redesignating current subsections 
        ``(m)'' and ``(o)'' as ``(a)'' and ``(b)'', respectively.]

SEC. 1217. PRACTICES OF CERTAIN MUTUAL THRIFT HOLDING COMPANIES 
              PRESERVED.

    (a) Treatment of Dividends by Certain Mutual Holding Companies.--
Section 3(g) of the Bank Holding Company Act (12 U.S.C. 1842(g)) is 
amended by inserting new paragraphs (3) through (7) as follows:
            ``(3) Declaration of dividends.--Every subsidiary savings 
        association of a mutual 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.
            ``(4) Waiver of dividends.--Any mutual thrift holding 
        company organized under section 10(b) of the Home Owners' Loan 
        Act shall be permitted to waive such company's right to receive 
        any dividend declared by a subsidiary, if--
                    ``(A) 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;
                    ``(B) the mutual holding company provides the Board 
                with written notice of its intent to waive its right to 
                receive dividends 30 days prior to the proposed date of 
                payment of the dividend; and
                    ``(C) the Board does not object.
            ``(5) Standards for waiver of dividend.--The Board shall 
        not object to a notice of intent to waive dividends under 
        paragraph (4) if--
                    ``(A) the waiver would not be detrimental to the 
                safe and sound operation of the savings association; 
                and
                    ``(B) 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 directors' fiduciary duties to the mutual 
                members of such company.
            ``(6) Resolution included in waiver notice.--A dividend 
        waiver notice shall include a copy of the resolution of the 
        board of directors of the mutual holding company, in form and 
        substance satisfactory to the Board, together with any 
        supporting materials relied upon by the board of directors, 
        concluding that the proposed dividend waiver is consistent with 
        the board of director's fiduciary duties to the mutual members 
        of the mutual holding company.
            ``(7) Valuation.--The Board will not consider waived 
        dividends in determining an appropriate exchange ratio in the 
        event of a full conversion to stock form.''.

SEC. 1218. COMPOSITION OF BOARD OF DIRECTORS OF THE FEDERAL DEPOSIT 
              INSURANCE CORPORATION.

    Section 2 of the Federal Deposit Insurance Act (12 U.S.C. 1812) is 
amended--
            (1) in subsection (a)(1)--
                    (A) in subparagraph (B), by striking ``Director of 
                the Office of Thrift Supervision'' and inserting 
                ``Chairman of the Board of Governors of the Federal 
                Reserve System, or such other member of the Board of 
                Governors as the Chairman of the Board of Governors 
                shall designate'';
            (2) by amending subsection (d)(2) to read as follows:
            ``(2) Acting officials may serve.--In the event of a 
        vacancy in the office of the Comptroller of the Currency and 
        pending the appointment of a successor, or during the absence 
        or disability of the Comptroller of the Currency, the acting 
        Comptroller of the Currency shall be a member of the Board of 
        Directors in the place of the Comptroller of the Currency.''; 
        and
            (3) in subsection (f)(2), by striking ``or of the Office of 
        Thrift Supervision''.

SEC. 1219. AMENDMENTS TO SECTION 3.

    Section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813) is 
amended--
            (1) in subsection (b)(1)(C) (relating to the definition of 
        the term ``savings association''), by striking ``Director of 
        the Office of Thrift Supervision'' and inserting ``Comptroller 
        of the Currency'';
            (2) in subsection (l)(5) (relating to the definition of the 
        term ``deposit''), in the introductory text, by striking ``, 
        Director of the Office of Thrift Supervision,'' and inserting 
        ``, and'';
            (3) in subsection (q) (relating to the definition of the 
        term ``appropriate Federal banking agency'')--
                    (A) by amending paragraph (1) to read as follows:
            ``(1) the Comptroller of the Currency, in the case of any 
        national bank, any Federal branch or agency of a foreign bank, 
        or any savings association or savings and loan holding 
        company;'';
                    (B) in paragraph (2)(F), by adding ``and'' at the 
                end after the semicolon;
                    (C) in paragraph (3), by striking ``; and'' and 
                inserting a period;
                    (D) by amending paragraph (3) to read as follows:
            ``(3) the Federal Deposit Insurance Corporation in the case 
        of a State nonmember insured bank, State savings association, 
        or a foreign bank having an insured branch.''; and
                    (E) by striking paragraph (4); and
            (4) in subsection (z) (relating to the definition of the 
        term ``Federal banking agency''), by striking ``the Director of 
        the Office of Thrift Supervision,''.

SEC. 1220. AMENDMENTS TO SECTION 7.

    Section 7(a) of the Federal Deposit Insurance Act (12 U.S.C. 1817) 
is amended--
            (1) in paragraph (2)--
                    (A) in subparagraph (A)--
                            (i) in the first sentence, by striking 
                        ``the Director of the Office of Thrift 
                        Supervision''; and
                            (ii) in the second sentence, by striking 
                        ``the Director of the Office of Thrift 
                        Supervision''; and
                    (B) in subparagraph (B), by striking ``Comptroller 
                of the Currency, the Board of Governors of the Federal 
                Reserve System, and the Director of the Office of 
                Thrift Supervision,'' and inserting ``Comptroller of 
                the Currency and the Board of Governors of the Federal 
                Reserve System,'';
            (2) in paragraph (3), in the first sentence, by striking 
        ``Comptroller of the Currency, the Chairman of the Board of 
        Governors of the Federal Reserve System, and the Director of 
        the Office of Thrift Supervision'' and inserting ``Comptroller 
        of the Currency and the Chairman of the Board of Governors of 
        the Federal Reserve System''; and
            (3) in paragraph (7), by striking ``Director of the Office 
        of Thrift Supervision,''.

SEC. 1221. AMENDMENTS TO SECTION 8.

    Section 8 of the Federal Deposit Insurance Act (12 U.S.C. 1818) is 
amended--
            (1) in subsection (a)(8)(B)(ii), in the last sentence--
                    (A) by striking ``Director of the Office of Thrift 
                Supervision'' each place it appears and inserting 
                ``Comptroller of the Currency''; and
                    (B) by inserting ``the Office of Thrift 
                Supervision, as successor to'' after ``as a successor 
                to'' and before ``the Federal Savings and Loan 
                Insurance Corporation'';
            (2) in subsection (o)--
                    (A) by striking ``Director of the Office of Thrift 
                Supervision'' and inserting ``Comptroller of the 
                Currency''; and
            (3) in subsection (w)(3)(A), by striking ``Office of Thrift 
        Supervision'' and inserting ``Office of the Comptroller of the 
        Currency''.

SEC. 1222. AMENDMENTS TO SECTION 11.

    Section 11 of the Federal Deposit Insurance Act (12 U.S.C. 1821) is 
amended--
            (1) in subsection (c)(6) --
                    (A) in the heading, by striking ``Director of the 
                office of thrift supervision'' and inserting 
                ``Comptroller of the currency'';
                    (B) in subparagraph (A), by striking ``Director of 
                the Office of Thrift Supervision'' and inserting 
                ``Comptroller of the Currency''; and
                    (C) in subparagraph (B), by striking ``Director of 
                the Office of Thrift Supervision'' and inserting 
                ``Comptroller of the Currency''; and
            (2) in subsection (d)--
                    (A) in paragraph (2)(F)(i), by striking ``Director 
                of the Office of Thrift Supervision'' and inserting 
                ``Comptroller of the Currency'';
                    (B) in paragraph (17)(A)--
                            (i) by striking ``Comptroller of the 
                        Currency''; and
                            (ii) by striking ``appropriate''; and
                    (C) in paragraph (18)(B), by striking ``or the 
                Director of the Office of Thrift Supervision''.

SEC. 1223. AMENDMENTS TO SECTION 13.

    Section 13(k)(1)(A)(iv) of the Federal Deposit Insurance Act (12 
U.S.C. 1823(k)(1)(A)(iv)) is amended by striking ``Director of the 
Office of Thrift Supervision'' and inserting ``Comptroller of the 
Currency''.

SEC. 1224. AMENDMENTS TO SECTION 18.

    Section 18 of the Federal Deposit Insurance Act (12 U.S.C. 1828) is 
amended--
            (1) in subsection (c)(2)--
                    (A) in subparagraph (A), by striking ``bank;'' and 
                inserting ``bank or a savings association;'';
                    (B) in subparagraph (B), by inserting ``and'' at 
                the end after the semicolon;
                    (C) in subparagraph (C), by striking ``bank (except 
                a savings bank supervised by the Director of the Office 
                of Thrift Supervision); and'' and inserting ``bank or 
                State savings association.''; and
                    (D) by striking subparagraph (D);
            (2) in subsection (g)(1), by striking ``Director of the 
        Office of Thrift Supervision'' and inserting ``Comptroller of 
        the Currency'';
            (3) in subsection (i)(2)--
                    (A) by striking subparagraph (B) and inserting the 
                following new subparagraph:
                    ``(B) the Corporation, if the resulting institution 
                is to be a State nonmember insured bank or insured 
                State savings association.''; and
                    (B) by striking subparagraph (C);
            (4) in subsection (m)--
                    (A) in paragraph (1)--
                            (i) in subparagraph (A), by striking 
                        ``Director of the Office of Thrift 
                        Supervision'' and inserting ``Comptroller of 
                        the Currency''; and
                            (ii) in subparagraph (B), by striking 
                        ``Director of the Office of Thrift 
                        Supervision'' and inserting ``Comptroller of 
                        the Currency'';
                    (B) in paragraph (2)--
                            (i) in subparagraph (A), by striking 
                        ``Director of the Office of Thrift 
                        Supervision'' and inserting ``Comptroller of 
                        the Currency''; and
                            (ii) in subparagraph (B), by striking 
                        ``Director of the Office of Thrift 
                        Supervision'' each place it appears and 
                        inserting ``Comptroller of the Currency''; and
                    (C) in paragraph (3)--
                            (i) in subparagraph (A), by striking 
                        ``Director of the Office of Thrift 
                        Supervision'' and inserting ``Comptroller of 
                        the Currency''; and
                            (ii) in subparagraph (B), by striking 
                        ``Office of Thrift Supervision'' and inserting 
                        ``Comptroller of the Currency''.

SEC. 1225. AMENDMENTS TO SECTION 28.

    Section 28 of the Federal Deposit Insurance Act (12 U.S.C. 1831e) 
is amended--
            (1) in subsection (e)--
                    (A) in paragraph (2)--
                            (i) in subparagraph (A)(ii), by striking 
                        ``Director of the Office of Thrift 
                        Supervision'' and inserting ``Comptroller of 
                        the Currency'';
                            (ii) in subparagraph (C), by striking 
                        ``Director of the Office of Thrift 
                        Supervision'' and inserting ``Comptroller of 
                        the Currency''; and
                            (iii) in subparagraph (F), by striking 
                        ``Director of the Office of Thrift 
                        Supervision'' and inserting ``Comptroller of 
                        the Currency''; and
                    (B) in paragraph (3)--
                            (i) in subparagraph (A), by striking 
                        ``Director of the Office of Thrift 
                        Supervision'' and inserting ``Comptroller of 
                        the Currency''; and
                            (ii) in subparagraph (B), by striking 
                        ``Director of the Office of Thrift 
                        Supervision'' and inserting ``Comptroller of 
                        the Currency''; and
            (2) in subsection (h)(2), by striking ``Director of the 
        Office of Thrift Supervision'' and inserting ``Comptroller of 
        the Currency''.

SEC. 1226. AMENDMENTS TO THE ALTERNATIVE MORTGAGE TRANSACTION PARITY 
              ACT OF 1982.

    (a) Amendments to Section 802.--Section 802(a)(3) of the 
Alternative Mortgage Transaction Parity Act of 1982 (12 U.S.C. 3801) is 
amended--
            (1) by striking ``Comptroller of the Currency,'' and 
        inserting ``Comptroller of the Currency and''; and
            (2) by striking ``, and the Director of the Office of 
        Thrift Supervision''.
    (b) Amendments to Section 804.--Section 804(a) of the Alternative 
Mortgage Transaction Parity Act of 1982 (12 U.S.C. 3803) is amended--
            (1) by amending paragraph (1) to read as follows:
            ``(1) with respect to banks, savings associations, mutual 
        savings banks, and savings banks, only to transactions made in 
        accordance with regulations governing alternative mortgage 
        transactions as prescribed by the Comptroller of the Currency 
        to the extent that such regulations are authorized by 
        rulemaking authority granted to the Comptroller of the Currency 
        under laws other than this section.''; and
            (2) by striking paragraph (3).

SEC. 1227. AMENDMENTS TO THE BANK HOLDING COMPANY ACT OF 1956.

    Section 4(f)(12)(A) of the Bank Holding Company Act of 1956 (12 
U.S.C. 1843) is amended striking ``Resolution Trust Corporation''.

SEC. 1228. AMENDMENTS TO THE BANK PROTECTION ACT OF 1968.

    Section 2 of the Bank Protection Act of 1968 (12 U.S.C. 1881) is 
amended--
            (1) in paragraph (1), by striking ``national banks,'' and 
        inserting ``national banks and federal savings associations.'';
            (2) in paragraph (2), by inserting ``and'' at the end;
            (3) in paragraph (3), by striking ``, and'' at the end and 
        inserting a period; and
            (4) by striking paragraph (4).

SEC. 1229. AMENDMENTS TO THE BANK SERVICE COMPANY ACT.

    Section 1(b) of the Bank Service Company Act (12 U.S.C. 1861(b)) is 
amended--
            (1) in paragraph (4), by striking ``insured bank,'' and 
        inserting ``insured bank or'';
            (2) by striking ``Office of Thrift Supervision'' and 
        inserting ``Office of the Comptroller of the Currency''; and
            (3) by striking ``, the Federal Savings and Loan Insurance 
        Corporation,''.

SEC. 1230. AMENDMENTS TO THE COMMUNITY REINVESTMENT ACT OF 1977.

    Section 803(1) of the Community Reinvestment Act of 1977 (12 U.S.C. 
2902(1)) is amended--
            (1) in subparagraph (A), by striking ``national banks'' and 
        inserting ``national banks or savings associations (the 
        deposits of which are insured by the Federal Deposit Insurance 
        Corporation)'';
            (2) in subparagraph (B), by striking ``and bank holding 
        companies;'' and inserting ``, bank holding companies and 
        savings and loan holding companies;''; and
            (3) by striking subparagraph (D).

SEC. 1231. AMENDMENTS TO THE DEPOSITORY INSTITUTION MANAGEMENT 
              INTERLOCKS ACT.

    (a) Amendment to Section 207.--Section 207 of the Depository 
Institution Management Interlocks Act (12 U.S.C. 3206) is amended--
            (1) in paragraph (1), by striking ``national banks,'' and 
        inserting ``national banks and Federal savings associations 
        (the deposits of which are insured by the Federal Deposit 
        Insurance Corporation),'';
            [(2) in paragraph (2), by striking ``and bank holding 
        companies,'' and inserting ``, bank holding companies, and 
        savings and loan holding companies,'';]
            (3) by striking paragraph (4); and
            (4) by redesignating paragraphs (5) and (6) as paragraphs 
        (4) and (5), respectively.
    (b) Amendment to Section 209.--Section 209 of the Depository 
Institution Management Interlocks Act (12 U.S.C. 3207) is amended--
            (1) in paragraph (1), by striking ``national banks,'' and 
        inserting ``national banks and Federal savings associations 
        (the deposits of which are insured by the Federal Deposit 
        Insurance Corporation),'';
            (2) in paragraph (2), by striking ``and bank holding 
        companies,'' and inserting ``, bank holding companies, and 
        savings and loan holding companies,'';
            (3) at the end of paragraph (3), by inserting ``and'' after 
        the comma;
            (4) by striking paragraph (4); and
            (5) by redesignating paragraph (5) as paragraph (4).
    (c) Amendment to Section 210.--Subsection 210(a) of the Depository 
Institution Management Interlocks Act (12 U.S.C. 3208(a)) is amended--
            (1) by striking ``his'' and inserting ``the''; and
            (2) by inserting ``of the attorney General'' after 
        ``enforcement functions''.

SEC. 1232. AMENDMENTS TO THE EMERGENCY HOMEOWNER'S RELIEF ACT.

    Section 110 of the Emergency Homeowner's Relief Act (12 U.S.C. 
2709) is amended--
            (1) by striking the ``Federal Home Loan bank Board'' and 
        inserting ``Federal Housing Finance Agency''; and
            (2) by striking ``the Federal Savings and Loan Insurance 
        Corporation''.

SEC. 1233. AMENDMENTS TO THE EQUAL CREDIT OPPORTUNITY ACT.

    Section 704 of the Equal Credit Opportunity Act (15 U.S.C. 1691c) 
is amended in subsection (a)--
            (1) in paragraph (1)(A), by striking ``and Federal branches 
        and Federal agencies of foreign banks,'' and inserting ``, 
        Federal branches and Federal agencies of foreign banks, or a 
        savings association the deposits of which are insured by the 
        Federal Deposit Insurance Corporation;'';
            (2) by striking paragraph (2); and
            (3) by redesignating paragraphs (3) through (9) as 
        paragraphs (2) through (8).

SEC. 1234. AMENDMENTS TO THE FEDERAL CREDIT UNION ACT.

    (a) Amendments to Section 206.--Section 206(g)(7) of the Federal 
Credit Union Act (12 U.S.C. 1786(g)(7)) is amended--
            (1) in subparagraph (A)--
                    [(A) by inserting ``and'' after the semicolon at 
                the end of clause (v);]
                    (B) in clause (vi)--
                            (i) by striking ``Federal Housing Finance 
                        Board'' and inserting ``Federal Housing Finance 
                        Agency''; and
                            (ii) by striking ``; and'' after the 
                        semicolon and inserting a period; and
                    (C) by striking clause (vii);
            (2) in subparagraph (D)--
                    [(A) by inserting ``and'' after the semicolon at 
                the end of clause (iii);]
                    (B) by striking ``; and'' at the end of clause (iv) 
                and inserting a period; and
                    (C) striking clause (v).

SEC. 1235. AMENDMENTS TO THE FEDERAL FINANCIAL INSTITUTIONS EXAMINATION 
              COUNCIL ACT OF 1978.

    (a) Amendment to Section 1002.--Section 1002 of the Federal 
Financial Institutions Examination Council Act of 1978 (12 U.S.C. 3301) 
is amended--
            (1) by striking ``Federal Home Loan Bank Board'' and 
        inserting ``Federal Housing Finance Agency''.
    (b) Amendment to Section 1003.--Section 1003(1) of the Federal 
Financial Institutions Examination Council Act of 1978 (12 U.S.C. 
3302(1)) is amended by striking ``the Office of Thrift Supervision''.
    (c) Amendments to Section 1004.--Section 1004(a) of the Federal 
Financial Institutions Examination Council Act of 1978 (12 U.S.C. 3303) 
is amended--
            (1) by striking paragraph (4); and
            (2) by redesignating paragraph (5) as paragraph (4).

SEC. 1236. AMENDMENTS TO THE FEDERAL HOME LOAN BANK ACT.

    (a) Amendments to Section 18.--Section 18(c) of the Federal Home 
Loan Bank Act (12 U.S.C. 1438(c)) is amended--
            (1) by striking ``Director of the Office of Thrift 
        Supervision'' each place it appears and inserting ``Comptroller 
        of the Currency'';
            (2) in paragraph (1)(B), by striking ``and the agencies 
        under its administration or supervision''; and
            (3) in paragraph (5), by striking ``and such agencies''.
    (b) Amendments to Section 21A.--Section 21A of the Federal Home 
Loan Bank Act (12 U.S.C. 1441a) is repealed.

SEC. 1237. AMENDMENTS TO THE FEDERAL RESERVE ACT.

    Section 19 of the Federal Reserve Act (12 U.S.C. 461(b)) is 
amended--
            (1) in paragraph (1)(F), by striking ``the Director of the 
        Office of Thrift Supervision'' and inserting ``the Comptroller 
        of the Currency''; and
            (2) in paragraph (4)(B), by striking ``the Director of the 
        Office of Thrift Supervision'' and inserting ``the Comptroller 
        of the Currency''.

SEC. 1238. AMENDMENTS TO THE FINANCIAL INSTITUTIONS REFORM, RECOVERY, 
              AND ENFORCEMENT ACT OF 1989.

    (a) Amendments to Section 302.--Section 302(1) of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 
1467a nt.) is amended by striking ``Director of the Office of Thrift 
Supervision'' and inserting ``Comptroller of the Currency''.
    (b) Amendment to Section 305.--Section 305(b)(1) of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 
1464(b)(1) nt.) is amended by striking ``Director of the Office of 
Thrift Supervision'' and inserting ``Comptroller of the Currency''.
    (c) Amendment to Section 308.--Section 308(a) of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 
1463 nt.) is amended by striking ``Director of the Office of 
Supervision'' and ``Comptroller of the Currency''.
    (d) Amendments to Section 402.--Section 402 of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 
1437 nt.) is amended--
            (1) in subsection (a), by striking ``Director of the Office 
        of Thrift Supervision'' and inserting ``Comptroller of the 
        Currency'';
            (2) in subsection (b), by striking ``Director of the Office 
        of Thrift Supervision'' and inserting ``Comptroller of the 
        Currency''; and
            (3) in subsection (e)--
                    (A) in paragraph (1), by striking ``the Office of 
                Thrift Supervision'' and inserting ``Office of the 
                Comptroller of the Currency'';
                    (B) in paragraph (2), by striking ``Director of the 
                Office of Thrift Supervision'' each place it appears 
                and inserting ``Comptroller of the Currency'';
                    (C) in paragraph (3), by striking ``Director of the 
                Office of Thrift Supervision'' and inserting 
                ``Comptroller of the Currency''; and
                    (D) in paragraph (4), by striking ``Director of the 
                Office of Thrift Supervision'' and inserting 
                ``Comptroller of the Currency''.
    (e) Amendment to Section 1103.--Section 1103(a) of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 
3332(a)) is amended by striking ``and the Resolution Trust 
Corporation''.
    (f) Amendments to Section 1205.--Subsection 1205(b) of the 
Financial Institutions Reform, Recovery, and Enforcement Act of 1989 
(12 U.S.C. 1818 nt.) is amended--
            (1) in paragraph (1)--
                    (A) in subparagraph (B), by striking ``Director of 
                the Office of Thrift Supervision'' and inserting 
                ``Comptroller of the Currency'';
                    (B) by striking subparagraph (D); and
                    (C) by redesignating subparagraphs (E) and (F) as 
                paragraphs (D) and (E), respectively;
            (2) in paragraph (2), by striking ``paragraph (1)(F)'' and 
        inserting ``paragraph (1)(E)''; and
            (3) in paragraph (5), by striking ``through (E)'' and 
        inserting ``through (D)''.
    (g) Amendments to Section 1206.--Section 1206 of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 
1833b) is amended--
            (1) by striking ``the Thrift Depositor Protection Oversight 
        Board of the Resolution Trust Corporation'';
            (2) by inserting ``and'' after ``the Federal Housing 
        Finance Board'' and before ``the Farm Credit Administration''; 
        and
            (3) by striking ``, and the Office of Thrift Supervision''.
    (h) Amendments to Section 1216.--Section 1216 of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 
1833e) is amended--
            (1) in subsection (a)--
                    (A) by striking paragraphs (2), (5), and (6); and
                    (B) by redesignating paragraphs (3), and (4), as 
                paragraphs (2), and (3), respectively;
            (2) in subsection (c)--
                    (A) by striking ``the Director of the Office of 
                Thrift Supervision,'' and inserting ``, and''; and
                    (B) by striking ``the Thrift Depositor protection 
                Oversight Board of the Resolution Trust Corporation, 
                and the Resolution Trust Corporation''; and
            (3) in subsection (d)--
                    (A) by striking paragraphs (3), (5) and (6); and
                    (B) by redesignating paragraphs (4), (7), and (8) 
                as paragraphs (3), (4), and (5), respectively.

SEC. 1239. AMENDMENTS TO THE HOUSING ACT OF 1948.

    Section 502(c) of the Housing Act of 1948 (12 U.S.C. 1701c(c)) is 
amended in the introductory text by striking ``Director of the Office 
of Thrift Supervision'' and inserting ``Comptroller of the Currency''.

SEC. 1240. AMENDMENTS TO THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 
              1992.

    (a) Amendments to Section 543.--Section 543 of the Housing and 
Community Development Act of 1992 (12 U.S.C. 1707 nt.) is amended--
            (1) in subsection (c)(1)--
                    (A) by amending subparagraph (C) to read as 
                follows:
                    ``(C) Comptroller of the Currency'';
                    (B) by striking subparagraphs (D) through (F); and
                    (C) by redesignating subparagraphs (G) and (H) as 
                subparagraphs (D) and (E), respectively; and
            (2) in subsection (f)--
                    (A) in paragraph (2)--
                            (i) by striking ``the Office of Thrift 
                        Supervision,''; and
                            (ii) in subparagraph (D), by striking 
                        ``Office of Thrift Supervision,'' and inserting 
                        ``Comptroller of the Currency,''; and
                    (B) in paragraph (3)--
                            (i) by striking ``the Office of Thrift 
                        Supervision,'' and inserting ``Comptroller of 
                        the Currency,''; and
                            (ii) in subparagraph (D), by striking 
                        ``Office of Thrift Supervision,'' and inserting 
                        ``Comptroller of the Currency,''.
    (b) Amendment to Section 1315.--Section 1315(b) of the Housing and 
Community Development Act of 1992 (12 U.S.C. 4515(b)) is amended by 
striking ``the Federal Deposit Insurance Corporation, and the Office of 
Thrift Supervision.'' and inserting ``and the Federal Deposit Insurance 
Corporation.''.
    (c) Amendment to Section 1317.--Section 1317(c) of the Housing and 
Community Development Act of 1992 (12 U.S.C. 4517(c)) is amended by 
striking ``the Federal Deposit Insurance Corporation, or the Director 
of the Office of Thrift Supervision'' and inserting ``or the Federal 
Deposit Insurance Corporation.''

SEC. 1241. AMENDMENTS TO THE HOUSING AND URBAN-RURAL RECOVERY ACT OF 
              1983.

    Section 469 of the Housing and Urban-Rural Recovery Act of 1983 (12 
U.S.C. 1701p-1) is amended in the first sentence by striking ``Federal 
Home Loan Bank Board'' and inserting ``Federal Housing Finance 
Agency''.

SEC. 1242. AMENDMENTS TO THE NATIONAL HOUSING ACT.

    Section 203(s) of the National Housing Act (12 U.S.C. 1709(s)) is 
amended--
            (1) in paragraph (5), by revising the paragraph to read as 
        follows:
        ``if the mortgagee is a national bank, a subsidiary or 
        affiliate of such a bank, a Federal savings association or a 
        subsidiary or affiliate of a savings association, the 
        Comptroller of the Currency;''
            (2) in paragraph (7) by inserting ``or State savings 
        association'' after ``State bank''; and
            (3) by striking paragraph (8).

SEC. 1243. AMENDMENTS TO THE RIGHT TO FINANCIAL PRIVACY ACT OF 1978.

    Section 11(7) of the Right to Financial Privacy Act of 1978 (12 
U.S.C. 3401(7)) is amended--
            (1) by striking subparagraph (B); and
            (2) by redesignating subparagraphs (C) through (I) as 
        subparagraphs (B) through (H), respectively.

SEC. 1244. AMENDMENTS TO THE BALANCED BUDGET AND EMERGENCY DEFICIT 
              CONTROL ACT OF 1985.

    (a) Amendments to Section 255.--Section 255(g)(1)(A) of the 
Balanced Budget and Emergency Deficit Control Act of 1985 (2 U.S.C. 
905(g)(1)(A)) is amended by striking ``Director of the Office of Thrift 
Supervision''.
    (b) Amendments to Section 256.--Section 256(h)(4) of the Balanced 
Budget and Emergency Deficit Control Act of 1985 (2 U.S.C. 906(h)(4)) 
is amended--
            (1) by striking subparagraphs (C) and (G); and
            (2) by redesignating subparagraphs (D), (E), (F), and (H) 
        as subparagraphs (C) through (G), respectively.

SEC. 1245. AMENDMENTS TO THE CRIME CONTROL ACT OF 1990.

    (a) Amendments to Section 2539.--Section 2539(c)(2) of the Crime 
Control Act of 1990 (Public Law 101-647) is amended by striking 
subparagraph (F) and redesignating subparagraphs (G) and (H) as 
subparagraphs (F) through (G), respectively.
    (b) Amendment to Section 2554.--Section 2554(b)(2) of the Crime 
Control Act of 1990 (Public Law 101-647) is amended by striking 
``Director of the Office of Thrift Supervision'' and inserting 
``Comptroller of the Currency''.

SEC. 1246. AMENDMENT TO THE FLOOD DISASTER PROTECTION ACT OF 1973.

    Section 3(a)(5) of the Flood Disaster Protection Act of 1973, as 
amended (42 U.S.C. 4003(a)(5)) is amended by striking ``the Office of 
Thrift Supervision''.

SEC. 1247. AMENDMENTS TO THE INVESTMENT COMPANY ACT OF 1940.

    Section 6(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 
80a-6(a)(3)) is amended by striking ``Federal Savings and Loan 
Insurance Corporation'' and inserting ``Comptroller of the Currency''.

SEC. 1248. AMENDMENTS TO THE NEIGHBORHOOD REINVESTMENT CORPORATION ACT.

    The Neighborhood Reinvestment Corporation Act (42 U.S.C. 
8105(c)(3)) is amended by striking the ``Federal Home Loan Bank Board'' 
and inserting ``Federal Housing Finance Agency''.

SEC. 1249. AMENDMENTS TO THE SECURITIES EXCHANGE ACT OF 1934.

    (a) Amendments to Section 3.--Section 3(a)(34) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a)(34)) is amended--
            (1) in subparagraph (A)--
                    (A) in clause (i), by striking ``bank;'' and 
                inserting ``bank, or a savings association (as defined 
                in section 3(b) of the Federal Deposit Insurance Act 
                (12 U.S.C. 1813(b))), the deposits of which are insured 
                by the Federal Deposit Insurance Corporation, a 
                subsidiary or a department or division of any such 
                savings association, or a savings and loan holding;'';
                    (B) by striking clause (iv); and
                    (C) by redesignating clause (v) as clause (iv);
            (2) in subparagraph (B)--
                    (A) in clause (i), by striking ``bank;'' and 
                inserting ``bank, or a savings association (as defined 
                in section 3(b) of the Federal Deposit Insurance Act 
                (12 U.S.C. 1813(b))), the deposits of which are insured 
                by the Federal Deposit Insurance Corporation, a 
                subsidiary or a department or division of any such 
                savings association, or a savings and loan holding;'';
                    (B) by striking clause (iv); and
                    (C) by redesignating clause (v) as clause (iv);
            (3) in subparagraph (C)--
                    (A) in clause (i), by striking ``bank;'' and 
                inserting ``bank, or a savings association (as defined 
                in section 3(b) of the Federal Deposit Insurance Act 
                (12 U.S.C. 1813(b))), the deposits of which are insured 
                by the Federal Deposit Insurance Corporation, a 
                subsidiary or a department or division of any such 
                savings association, or a savings and loan holding;'';
                    (B) by striking clause (iv); and
                    (C) by redesignating clause (v) as clause (iv); and
            (4) in subparagraph (F)--
                    (A) in clause (i), by striking ``bank;'' and 
                inserting ``or a savings association (as defined in 
                section 3(b) of the Federal Deposit Insurance Act (12 
                U.S.C. 1813(b))), the deposits of which are insured by 
                the Federal Deposit Insurance Corporation;''
                    (B) by striking clause (ii); and
                    (C) redesignating clauses (iii), (iv), and (v) as 
                clauses (ii), (iii) and (iv), respectively.
    (b) Amendments to Section 15c.--Section 15C of the Securities 
Exchange Act of 1934 (15 U.S.C. 78o-5) is amended in subsection (g)(1) 
by striking ``the Director of the Office of Thrift Supervision, the 
Federal Savings and Loan Insurance Corporation,''.

SEC. 1250. AMENDMENTS TO TITLE 18, UNITED STATES CODE.

    (a) Amendment to Section 212.--Section 212(c)(2) of title 18, 
United States Code, is amended--
            (1) by striking subparagraph (C); and
            (2) by redesignating subparagraphs (D) through (H) as 
        subparagraphs (C) through (G), respectively.
    (b) Amendment to Section 657.--Section 657 of title 18, United 
States Code, is amended by striking ``Office of Thrift Supervision, the 
Resolution Trust Corporation''.
    (c) Amendment to Section 981.--Section 981(a)(1)(D) of title 18, 
United States Code, is amended--
            (1) by striking ``Resolution Trust Corporation''; and
            (2) by striking ``or the Office of Thrift Supervision''.
    (d) Amendment to Section 982.--Section 982(a)(3) of title 18, 
United States Code, is amended--
            (1) by striking ``Resolution Trust Corporation''; and
            (2) by striking ``or the Office of Thrift Supervision''.
    (e) Amendment to Section 1006.--Section 1006 of title 18, United 
States Code, is amended--
            (1) by striking ``Office of Thrift Supervision''; and
            (2) by striking ``the Resolution Trust Corporation''.
    (f) Amendment to Section 1014.--Section 1014 of title 18, United 
States Code, is amended--
            (1) by striking ``Office of Thrift Supervision''; and
            (2) by striking ``Resolution Trust Corporation''.
    (g) Amendment to Section 1032.--Section 1032 of title 18, United 
States Code, is amended--
            (1) by striking ``or the Director of the Office of Thrift 
        Supervision''; and
            (2) by striking ``the Resolution Trust Corporation''.

SEC. 1251. AMENDMENTS TO TITLE 31, UNITED STATES CODE.

    (a) Amendment to Section 309.--Section 309 of title 31, United 
States Code, is amended to read as follows:
``Sec. 309. Division of Thrift Supervision
    ``The Division of Thrift Supervision established under section 3(a) 
of the Home Owners' Loan Act shall be a division in the Office of the 
Comptroller of the Currency.''.
    (b) Amendments to Section 321.--Section 321 of title 31, United 
States Code, is amended--
            (1) by inserting ``and'' at the end of subsection (c)(1);
            (2) in subsection (c)(2) by striking ``Comptroller of the 
        Currency; and'' and inserting ``Comptroller of the Currency.''; 
        and
            (3) by striking subsection (e).
    (c) Amendments to Section 714.--Section 714 of title 31, United 
States Code, is amended in subsection (a) by striking ``the Office of 
the Comptroller of the Currency, and the Office of Thrift 
Supervision.'' and inserting ``and the Office of the Comptroller of the 
Currency.''.

  Subtitle D--Further Improvements to the Regulation of Bank Holding 
                 Companies and Depository Institutions

SEC. 1301. TREATMENT OF CREDIT CARD BANKS, INDUSTRIAL LOAN COMPANIES, 
              AND CERTAIN OTHER COMPANIES UNDER THE BANK HOLDING 
              COMPANY ACT.

    (a) Definitions.--Section 2 of the Bank Holding Company Act of 1956 
(12 U.S.C. 1841), is amended--
            (1) in subsection (a)(5), by adding at the end the 
        following new subparagraph:
                    ``(G) No company is a bank holding company by 
                virtue of its ownership or control of a section six 
                holding company or any subsidiary of a section six 
                holding company, so long as the requirements of 
                sections 4(p) and 6 of this Act are met, as applicable, 
                by the section six holding company;''
            (2) in subsection (c)(1)(A), by striking ``insured bank'' 
        and inserting ``insured depository institution'', and by 
        striking ``section 3(h) of the Federal Deposit Insurance Act'' 
        and inserting ``section 3(c)(2) of the Federal Deposit 
        Insurance Act.'';
            (3) in subsection (c)(2)--
                    (A) by striking subparagraph (B);
                    (B) by striking subparagraphs (F) and (H); and
                    (C) by redesignating existing subparagraphs (C), 
                (D), (E), and (G) as subparagraphs (B), (C), (D), and 
                (E), respectively; and
            (4) at the end of section 2, adding the following new 
        subsection:
    ``(r) Section Six Holding Companies.--A `section six holding 
company' means a company that is required to be established as an 
intermediate holding company under section 6 of this Act.''.
    (b) Nonbanking Activities Exceptions.--Section 4 of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1843) is amended--
            (1) in subsection (f)(1)(B) by striking ``for purposes of 
        this Act'' and inserting ``for purposes of section 4(a)''; and
            (2) by adding after subsection (f)(2)(C) the following:
                    ``(D) such company fails to--
                            ``(i) establish and register a section six 
                        holding company pursuant to section 6 of this 
                        Act within 90 days after the date of enactment 
                        of the Financial Stability Improvement Act of 
                        2009, unless the Board grants an extension of 
                        such period for compliance which shall not 
                        exceed 180 additional days; and
                            ``(ii) conduct all its activities which are 
                        financial in nature or incidental thereto as 
                        determined under section 4(k) through such 
                        section six holding company, in accordance with 
                        regulations prescribed by or orders issued by 
                        the Board, pursuant to section 6 of this 
                        Act.''; and
            (3) by inserting at the end the following new subsection:
    ``(p) Certain Companies Not Subject to This Act.--
            ``(1) In general.--Except as provided in paragraphs (6) and 
        (7), any company which--
                    ``(A)(i) was--
                                    ``(I) a unitary savings and loan 
                                holding company on May 4 1999, or 
                                became a unitary savings and loan 
                                holding company pursuant to an 
                                application pending before the Office 
                                of Thrift Supervision on of before that 
                                date, and that--
                                            ``(aa) on June 30, 2009, 
                                        continued to control not fewer 
                                        than one savings association 
                                        that it controlled on May 4, 
                                        1999, which became a bank for 
                                        purposes of the Bank Holding 
                                        Company Act as a result of the 
                                        enactment of section 
                                        1301(a)(2)(A); and
                                            ``(bb) on June 30, 2009, 
                                        and the date of enactment of 
                                        the Financial Stability 
                                        Improvement Act of 2009, such 
                                        savings association subsidiary 
                                        was and remains a qualified 
                                        thrift lender (as determined by 
                                        section 10 of the Home Owners' 
                                        Loan Act); or
                    ``(ii) on June 30, 2009, controlled--
                            ``(I) an institution which became a bank as 
                        a result of the enactment of section 
                        1301(a)(2)(B) of the Financial Stability 
                        Improvement Act of 2009, or
                            ``(II) an institution it has continuously 
                        controlled since March 5, 1987, which became a 
                        bank as a result of the enactment of the 
                        Competitive Equality Banking Act of 1987, 
                        pursuant to subsection (f);
                    ``(B) was not on June 30, 2009--
                                    ``(aa) a bank holding company; or
                                    ``(bb) subject to the Bank Holding 
                                Company Act by reason of section 8(a) 
                                of the International Banking Act of 
                                1978 (12 U.S.C. 3106(a)); and
                    ``(C) on June 30, 2009, directly or indirectly 
                controlled shares or engaged in activities that did 
                not, on the day before the date of enactment of the 
                Financial Stability Act of 2009 comply with the 
                activity or investment restrictions on financial 
                holding companies in section 4 in accordance with 
                regulations prescribed by the Board, that did not, on 
                the day before the date of enactment of the Financial 
                Stability Act of 2009 comply with the activity or 
                investment restrictions on financial holding companies 
                in section 4 in accordance with regulations prescribed 
                by the Board, shall not be treated as a bank holding 
                company for purposes of this Act solely by virtue of 
                such company's control of such institution and control 
                of a section six holding company established pursuant 
                to section 6.
            ``(2) Loss of exemption.--A company described in paragraph 
        (1) shall no longer qualify for the exemption provided under 
        that paragraph if--
                    ``(A) such company fails to--
                            ``(i) establish and register a section six 
                        holding company pursuant to section 6 of this 
                        Act within 90 days after the date of enactment 
                        of the Financial Stability Improvement Act of 
                        2009, unless the Board grants an extension of 
                        such period for compliance which shall not 
                        exceed 180 additional days; and
                            ``(ii) maintain a section six holding 
                        company in compliance with all the requirements 
                        for a section six holding company under section 
                        6 of this Act;
                    ``(B) such company directly or indirectly 
                (including through the section six holding company it 
                must form pursuant to this subsection and section 6 of 
                this Act) acquires ownership or control of more than 5 
                percent of the shares or assets of an additional bank 
                or insured depository institution after June 30, 2009, 
                other than--
                            ``(i) shares held as a bona fide fiduciary 
                        (whether with or without the sole discretion to 
                        vote such shares);
                            ``(ii) shares held by any person as a bona 
                        fide fiduciary solely for the benefit of 
                        employees of either the company described in 
                        paragraph (1) or any subsidiary of that company 
                        and the beneficiaries of those employees;
                            ``(iii) shares held temporarily pursuant to 
                        an underwriting commitment in the normal course 
                        of an underwriting business;
                            ``(iv) shares held in an account solely for 
                        trading purposes;
                            ``(v) shares over which no control is held 
                        other than control of voting rights acquired in 
                        the normal course of a proxy solicitation;
                            ``(vi) loans or other accounts receivable 
                        acquired from an insured depository institution 
                        in the normal course of business; and
                            ``(vii) shares or assets acquired in 
                        securing or collecting a debt previously 
                        contracted in good faith, during the 2-year 
                        period beginning on the date of such 
                        acquisition or for such additional time (not 
                        exceeding 3 years) as the Board may permit if 
                        the Board determines that such an extension 
                        will not be detrimental to the public interest;
                    ``(C)(i) the section six holding company required 
                to be established by such company, or any subsidiary 
                bank of such company undergoes a change in control 
                after the date of enactment of the Financial Stability 
                Improvement Act of 2009, other than--
                            ``(I) the merger or whole acquisition of 
                        such parent company in a bona fide merger or 
                        acquisition (as shall be determined by the 
                        Board, which is authorized to find that a 
                        transaction is not a bona fide merger or 
                        acquisition and thus results in the loss of 
                        exemption), with a company that is 
                        predominantly engaged in activities not 
                        permissible for a financial holding company 
                        pursuant to section 4(k), or
                            ``(II) the acquisition of additional shares 
                        by a company that owned or controlled 7.5 
                        percent or more of any class of such parent 
                        company's outstanding voting stock on or before 
                        June 30, 2009, and continuously owned or 
                        controlled at least such 7.5 percent since June 
                        30, 2009;
                    ``(ii) nothing in this subparagraph shall be 
                construed as preventing the Board from requiring 
                compliance with this subsection, section 6 or the 
                requirements of the Change in Bank Control Act (12 
                U.S.C. 1817(j)), as applicable to a company that is 
                permitted to acquire control without loss of the 
                exemption in this subsection 4(p)(2); or
                    ``(D) any subsidiary bank of such company engages 
                in any activity after the date of enactment of the 
                Financial Stability Improvement Act of 2009 which would 
                have caused such institution to be a bank (as defined 
                in section 2(c) of this Act, as in effect before such 
                date) if such activities had been engaged in before 
                such date.
            ``(3) Divestiture in case of loss of exemption.--If any 
        company described in paragraph (1) fails to qualify for the 
        exemption provided under paragraph (1) by operation of 
        paragraph (2), such exemption shall cease to apply to such 
        company and such company shall divest control of each bank it 
        controls before the end of the 180-day period beginning on the 
        date on which the company receives notice from the Board that 
        the company has failed to continue to qualify for such 
        exemption, unless, before the end of such 180-day period, the 
        company has--
                    ``(A) either--
                            ``(i) corrected the condition or ceased the 
                        activity that caused the company to fail to 
                        continue to qualify for the exemption; or
                            ``(ii) submitted a plan to the Board for 
                        approval to cease the activity or correct the 
                        condition in a timely manner (which shall not 
                        exceed 1 year); and
                    ``(B) implemented procedures that are reasonably 
                adapted to avoid the reoccurrence of such condition or 
                activity.
            ``(4) Subsection ceases to apply under certain 
        circumstances.--This subsection shall cease to apply to any 
        company described in paragraph (1) if such company--
                    ``(A) registers as a bank holding company under 
                section 2(a) of this Act;
                    ``(B) immediately upon such registration, complies 
                with all of the requirements of this chapter, and 
                regulations prescribed by the Board pursuant to this 
                chapter, including the nonbanking restrictions of this 
                section; and
                    ``(C) does not, at the time of such registration, 
                control banks in more than one State, the acquisition 
                of which would be prohibited by section 3(d) of this 
                Act if an application for such acquisition by such 
                company were filed under section 3(a) of this Act.
            ``(5) Information requirement.--Each company described in 
        paragraph (1) shall, within 60 days after the date of enactment 
        of the Financial Stability Improvement Act of 2009, provide the 
        Board with the name and address of such company, the name and 
        address of each bank such company controls, and a description 
        of each such bank's activities.
            ``(6) Examinations and reports.--The Board may, from time 
        to time, examine a company described in paragraph (1) or a bank 
        controlled by such a company, and may require reports under 
        oath from a company described in paragraph (1), and appropriate 
        officers or directors of such company, in each case solely for 
        purposes of assuring compliance with the provisions of this 
        subsection and enforcing such compliance.
            ``(7) Limited enforcement.--
                    ``(A) In general.--In addition to any other power 
                of the Board, the Board may enforce compliance with the 
                provisions of this subsection which are applicable to 
                any company described in paragraph (1), and any bank 
                controlled by such company, under section 8 of the 
                Federal Deposit Insurance Act, and such company or bank 
                shall be subject to such section (for such purposes) in 
                the same manner and to the same extent as if such 
                company were a bank holding company.
                    ``(B) Application of other act.--Any violation of 
                this subsection by any company described in paragraph 
                (1) or any bank controlled by such a company, may also 
                be treated as a violation of the Federal Deposit 
                Insurance Act for purposes of subparagraph (A).
                    ``(C) No effect on other authority.--No provision 
                of this paragraph shall be construed as limiting any 
                authority of the Board or any other Federal agency 
                under any other provision of law.''.
    (c) Section Six Holding Companies.--The Bank Holding Company Act 
(12 U.S.C. 1841 et seq.) is amended by inserting after section 5 the 
following new section:

``SEC. 6. SPECIAL-PURPOSE HOLDING COMPANIES.

    ``(a) Establishment, Purpose and Requirements of Special Purpose 
Holding Companies.--
            ``(1) Requirement.--A special purpose holding company 
        (hereafter in this section referred to as a `section 6 holding 
        company') shall be established and maintained by a company--
                    ``(A) described in section 4(f)(1) as required by 
                section 4(f)(2)(D) of this Act;
                    ``(B) described in section 4(p)(1) as required by 
                section 4(p)(2)(A) of this Act; or
                    ``(C) that--
                            ``(i) is subject to heightened prudential 
                        standards under Subtitle B of the Financial 
                        Stability Improvement Act of 2009;
                            ``(ii) is not--
                                    ``(I) a bank holding company, or
                                    ``(II) subject to the Bank Holding 
                                Company Act by reason of section 8(a) 
                                of the International Banking Act of 
                                1978 (12 U.S.C. 3106(a)); and
                            ``(iii) directly or indirectly controlled 
                        shares or engaged in activities that did not, 
                        on the date the company is first subject to 
                        heightened prudential standards pursuant to 
                        subtitle B of the Financial Stability 
                        Improvement Act of 2009, comply with the 
                        activity or investment restrictions on 
                        financial holding companies in section 4 in 
                        accordance with regulations prescribed by the 
                        Board.
            ``(2) Purpose.--
                    ``(A) A company that is required to form a section 
                6 holding company shall conduct all of its activities 
                that are determined to be financial in nature or 
                incidental thereto under section 4(k) and shall hold 
                any shares of a bank or insured depository institution 
                controlled by such company, through the section 6 
                holding company, unless the Board specifically 
                determines otherwise in accordance with paragraph (6).
                    ``(B) A section 6 holding company shall be 
                prohibited from conducting any activities or investing 
                in any companies other than those permissible for a 
                financial holding company under section 4, unless the 
                Board specifically determines otherwise in accordance 
                with paragraph (6).
            ``(3) Registration.--
                    ``(A) A section 6 holding company required to be 
                established by a company described in subparagraph 
                (1)(A) shall be established, and such company shall 
                register with the Board as a bank holding company, 
                pursuant to the requirements in section 4(f).
                    ``(B) A section 6 holding company required to be 
                established by a company described in subparagraph 
                (1)(B) shall be established, and such company shall 
                register with the Board as a bank holding company, 
                pursuant to the requirements in section 4(p).
                    ``(C) A section 6 holding company required to be 
                established by a company described in paragraph (1)(C) 
                shall be--
                            ``(i) established, and such company shall 
                        register with the Board, as a bank holding 
                        company within 90 days after such company or 
                        such company's parent holding company has been 
                        notified by the Board that such company is 
                        subject to heightened prudential standards 
                        under Subtitle B of the Financial Stability 
                        Improvement Act of 2009, unless the Board 
                        grants an extension of such period for 
                        compliance which shall not exceed 180 
                        additional days;
                            ``(ii) treated as a financial holding 
                        company under this Act; and
                            ``(iii) subject to the authority of the 
                        Board to enforce compliance with the provisions 
                        of this section under section 8 of the Federal 
                        Deposit Insurance Act in the same manner and to 
                        the same extent as if such company were a bank 
                        holding company.
            ``(4) Rule of construction.--For purposes of this section, 
        designation of an already established intermediate holding 
        company that will serve as the section 6 holding company shall 
        satisfy the requirement to establish a section 6 holding 
        company, provided that such existing intermediate holding 
        company complies with all other provisions applicable to a 
        section 6 holding company.
            ``(5) Limitations on authority of commercial parent.--A 
        company that is not a bank holding company or treated as a bank 
        holding company pursuant to section 8(a) of the International 
        Bank Act of 1978 that has been notified that it is an 
        identified financial holding company, pursuant to subtitle A of 
        the Financial Stability Improvement Act of 2009, shall--
                    ``(A) not be deemed to be, or treated as, a bank 
                holding company, solely because of its ownership or 
                control of a section 6 holding company; and
                    ``(B) not be subject to this Act, except for such 
                provisions as are explicitly made applicable in this 
                section.
            ``(6) Board authority.--
                    ``(A) Rules and exemptions.--In addition to any 
                other authority of the Board, the Board may, at its 
                discretion, prescribe rules and regulations or issue 
                orders regarding:
                            ``(i) the establishment and operation of 
                        section 6 holding companies;
                            ``(ii) exemptions from the requirement to 
                        conduct all activities that are financial or 
                        incidental thereto, as defined in section 4(k), 
                        through the section 6 holding company if such 
                        exemption--
                                    ``(I) would not threaten the safety 
                                and soundness of the section 6 holding 
                                company or any subsidiary of the 
                                section 6 holding company;
                                    ``(II) would not increase systemic 
                                risk or threaten the stability of the 
                                overall financial system; and
                                    ``(III) would not result in unfair 
                                competitive advantage to the parent 
                                company of such section 6 holding 
                                company; and
                            ``(iii) exemptions from the affiliate 
                        transaction requirements of subsection (b) if 
                        such exemption--
                                    ``(I) is consistent with the 
                                purposes of this section, and section 
                                23A and section 23B of the Federal 
                                Reserve Act;
                                    ``(II) would not threaten the 
                                safety and soundness of the section 6 
                                holding company or any subsidiary of 
                                the section 6 holding company;
                                    ``(III) would not increase systemic 
                                risk or threaten the stability of the 
                                overall financial system; and
                                    ``(IV) would not result in unfair 
                                competitive advantage to the parent 
                                company of such section 6 holding 
                                company.
                    ``(B) Parent company reports.--The Board may, from 
                time to time, require reports under oath from a company 
                that controls a section 6 holding company, and 
                appropriate officers or directors of such company, 
                solely for purposes of ensuring compliance with the 
                provisions of this section (including assessing the 
                company's ability to serve as a source of financial 
                strength pursuant to subsection (g)) and enforcing such 
                compliance.
                    ``(C) Limited parent company enforcement.--
                            ``(i) In general.--In addition to any other 
                        power of the Board, the Board may enforce 
                        compliance with the provisions of this 
                        subsection which are applicable to any company 
                        described in paragraph (1), and any bank 
                        controlled by such company, under section 8 of 
                        the Federal Deposit Insurance Act and such 
                        company or bank shall be subject to such 
                        section (for such purposes) in the same manner 
                        and to the same extent as if such company were 
                        a bank holding company.
                            ``(ii) Application of other act.--Any 
                        violation of this subsection by any company 
                        that controls a section 6 holding company or 
                        any bank controlled by such a company, may also 
                        be treated as a violation of the Federal 
                        Deposit Insurance Act for purposes of clause 
                        (i).
                            ``(iii) No effect on other authority.--No 
                        provision of this subparagraph shall be 
                        construed as limiting any authority of the 
                        Board or any other Federal agency under any 
                        other provision of law.
    ``(b) Restrictions on Affiliate Transactions.--
            ``(1) Section 23a and 23b applicability.--
                    ``(A) In general.--Transactions between a section 6 
                holding company established under this section 
                (including any subsidiary of such company) and any 
                affiliate of such company that is not a subsidiary of 
                the section 6 holding company shall be subject to the 
                restrictions and limitations contained in section 23A 
                and section 23B of the Federal Reserve Act as if the 
                section 6 holding company were a member bank.
                    ``(B) Covered transactions.--
                            ``(i) A depository institution controlled 
                        by a section 6 holding company may not engage 
                        in a covered transaction (as defined in section 
                        23A(b)(7) of the Federal Reserve Act) with any 
                        affiliate that is not the section 6 holding 
                        company or a subsidiary of the section 6 
                        holding company.
                            ``(ii) For purposes of this subparagraph 
                        (B), any transaction by a depository 
                        institution controlled by a section 6 holding 
                        company with any person shall be deemed to be a 
                        transaction with an affiliate that is not the 
                        section 6 holding company or a subsidiary of 
                        the section 6 holding company to the extent 
                        that the proceeds of the transaction are used 
                        for the benefit of, or transferred to, that 
                        affiliate.
            ``(2) Rule of construction.--No provision of this 
        subsection shall be construed as exempting any subsidiary 
        insured depository institution of a section 6 holding company 
        from compliance with section 23A or 23B of the Federal Reserve 
        Act with respect to each affiliate of such institution (as 
        defined in section 23A or 23B of the Federal Reserve Act), 
        including any affiliate that is the section 6 holding company 
        or subsidiary of the section 6 holding company.
    ``(c) Tying Provisions.--A company that directly or indirectly 
controls a section 6 holding company shall be--
            ``(1) treated as a bank holding company for purposes of 
        section 106 of the Bank Holding Company Act Amendments of 1970 
        and section 22(h) of the Federal Reserve Act and any regulation 
        prescribed under any such section; and
            ``(2) subject to the restrictions of section 106 of the 
        Bank Holding Company Act Amendments of 1970, in connection with 
        any transaction involving the products or services of such 
        company or affiliate and those of a bank affiliate, as if such 
        company or affiliate were a bank and such bank were a 
        subsidiary of a bank holding company.
    ``(d) Cross Marketing Restrictions Applicable to Commercial 
Activities.--
            ``(1) In general.--A section 6 holding company shall not--
                    ``(A) offer or market, directly or through any 
                arrangement, any product or service of an affiliate 
                that is not a subsidiary of the section 6 holding 
                company; or
                    ``(B) permit any of the products or services of the 
                section 6 holding company or any subsidiary thereof to 
                be offered or marketed, directly or through any 
                arrangement, by or through any affiliate that is not a 
                subsidiary of the section 6 holding company.
            ``(2) Board authority to grant exemptions.--The Board may 
        grant exemptions from the restrictions in this subsection if--
                    ``(A) the arrangement does not violate section 106 
                of the Bank Holding Company Act Amendments of 1970; and
                    ``(B) the Board determines that the arrangement is 
                in the public interest, does not undermine the 
                separation of banking and commerce, and is consistent 
                with the safety and soundness of the section 6 holding 
                company.
    ``(e) Financial Holding Company Requirements.--A section 6 holding 
company shall be subject to--
            ``(1) the conditions for engaging in expanded financial 
        activities in section 4(l); and
            ``(2) the provisions applicable to financial holding 
        companies that fail to meet certain requirements in section 
        4(m).
    ``(f) Independence of Section 6 Holding Company.--
            ``(1) No less than 25 percent of the members of the board 
        of directors of a section 6 holding company, and each 
        subsidiary of a section 6 holding company shall be independent 
        of the parent company of the section 6 holding company and any 
        subsidiary of such parent company. For purposes of this 
        subsection, a director shall be independent of the parent 
        company if such person is not currently serving, and has not 
        within the previous two-year period served, as a director, 
        officer, or employee of any affiliate of the section 6 holding 
        company that is not a subsidiary of the section 6 holding 
        company.
            ``(2) No executive officer of a section 6 holding company 
        or any subsidiary of a section 6 holding company may serve as a 
        director, officer, or employee of an affiliate of the section 6 
        holding company that is not a subsidiary of the section 6 
        holding company.
            ``(3) The Board shall issue regulations that require 
        effective legal and operational separation of the functions of 
        a section 6 holding company from its affiliates that are not 
        subsidiaries of such section 6 holding company.
    ``(g) Source of Strength.--A company that directly or indirectly 
controls a section 6 holding company shall serve as a source of 
financial strength to its subsidiary section 6 holding company.''.
    (d) Conforming Changes.--Section 4(h) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1843(h)), is amended--
            (1) in paragraph (1), by striking ``subparagraph (D), (F), 
        (G), or (H)'' and inserting ``subparagraph (C) or (D)''; and
            (2) in paragraph (2), by striking ``subparagraph (D), (F), 
        (G), or (H)'' and inserting ``subparagraph (C) or (D)''.

SEC. 1302. REGISTRATION OF CERTAIN COMPANIES AS BANK HOLDING COMPANIES.

    Section 5 of the Bank Holding Company Act of 1956 (12 U.S.C. 1844) 
is amended by inserting at the end the following new subsection:
    ``(h) Conversion to Bank Holding Company by Operation of Law.--
            ``(1) Conversion by operation of law.--A company that, on 
        the day before the date of enactment of the Financial Stability 
        Improvement Act of 2009, was not a bank holding company but 
        which, by reason of sections 4(p) and 6 becomes a bank holding 
        company by operation of law, shall register as a bank holding 
        company with the Board in accordance with section 5(a) within 
        90 days of the date of enactment of that Act.
            ``(2) Compliance with bank holding company act.--With 
        respect to any company described in paragraph (1), the Board 
        may grant temporary exemptions or provide other appropriate 
        temporary relief to permit such company to implement measures 
        necessary to comply with the requirements under the Bank 
        Holding Company Act.''.

SEC. 1303. REPORTS AND EXAMINATIONS OF BANK HOLDING COMPANIES; 
              REGULATION OF FUNCTIONALLY REGULATED SUBSIDIARIES.

    (a) Reports of Bank Holding Companies.--Sections 5(c)(1) (A) and 
(B) of the Bank Holding Company Act of 1956 (12 U.S.C. 1844(c)(1) (A) 
and (B)) are amended to read as follows:
                    ``(A) In general.--The Board, from time to time, 
                may require a bank holding company and any subsidiary 
                of such company to submit reports under oath that the 
                Board determines are necessary or appropriate for the 
                Board to carry out the purposes of this chapter, 
                prevent evasions thereof, and monitor compliance by the 
                company or subsidiary with the applicable provisions of 
                law.
                    ``(B) Use of existing reports.--
                            ``(i) In general.--The Board shall, to the 
                        fullest extent possible, use:
                                    ``(I) reports that a bank holding 
                                company or any subsidiary of such 
                                company has been required to provide to 
                                other Federal or State regulatory 
                                agencies;
                                    ``(II) information that is 
                                otherwise required to be reported 
                                publicly; and
                                    ``(III) externally audited 
                                financial statements.
                            ``(ii) Availability.--A bank holding 
                        company or a subsidiary of such company shall 
                        promptly provide to the Board, at the request 
                        of the Board, a report referred to in clause 
                        (i)(I).''.
    (b) Functionally Regulated Subsidiary.--Section 5(c)(1) of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1844(c)(1)) is amended by 
inserting at the end the following new subparagraph:
                    ``(C) Definition.--For purposes of this subsection 
                and section 6, the term `functionally regulated 
                subsidiary' means any subsidiary (other than a 
                depository institution) of a bank holding company that 
                is--
                            ``(i) a broker or dealer registered with 
                        the Securities and Exchange Commission under 
                        the Securities Exchange Act of 1934, for which 
                        the Securities and Exchange Commission is the 
                        Federal regulatory agency;
                            ``(ii) an investment company registered 
                        with the Securities and Exchange Commission 
                        under the Investment Company Act of 1940, for 
                        which the Securities and Exchange Commission is 
                        the Federal regulatory agency;
                            ``(iii) an investment adviser registered 
                        with the Securities and Exchange Commission 
                        under the Investment Advisers Act of 1940, for 
                        which the Securities and Exchange Commission is 
                        the Federal regulatory agency, with respect to 
                        the investment advisory activities of such 
                        investment adviser and activities incidental to 
                        such investment advisory activities; and
                            ``(iv) a futures commission merchant, 
                        commodity trading advisor, and commodity pool 
                        operator registered with the Commodity Futures 
                        Trading Commission under the Commodity Exchange 
                        Act, for which the Commodity Futures Trading 
                        Commission is the Federal regulatory agency, 
                        with respect to the commodities activities of 
                        such entity and activities incidental to such 
                        commodities activities.''.
    (c) Examinations of Bank Holding Companies.--Sections 5(c)(2) (A) 
and (B) of the Bank Holding Company Act of 1956 (12 U.S.C. 1844(c)(2) 
(A) and (B)) are amended to read as follows:
                    ``(A) In general.--The Board may make examinations 
                of a bank holding company and any subsidiary of such a 
                company to carry out the purposes of this chapter, 
                prevent evasions thereof, and monitor compliance by the 
                company or subsidiary with applicable provisions of 
                law.
                    ``(B) Functionally regulated and depository 
                institution subsidiaries.--The Board shall, to the 
                fullest extent possible, use reports of examination of 
                functionally regulated subsidiaries and subsidiary 
                depository institutions made by other Federal or State 
                regulatory authorities.''.
    (d) Regulation of Financial Holding Companies.--Section 5(c)(2) of 
the Bank Holding Company Act of 1956 (12 U.S.C. 1844(c)) is amended by 
striking subparagraphs (C), (D), and (E).
    (e) Authority To Regulate Functionally Regulated Subsidiaries of 
Bank Holding Companies.--The Bank Holding Company Act of 1956 (12 
U.S.C. 1841 et seq.) is amended by striking section 10A (12 U.S.C. 
1848a).

SEC. 1304. REQUIREMENTS FOR FINANCIAL HOLDING COMPANIES TO REMAIN WELL 
              CAPITALIZED AND WELL MANAGED.

    Section 4(l)(1) of the Bank Holding Company Act of 1956 (12 U.S.C. 
1843(l)(1)) is amended--
            (1) in subparagraph (B), by striking ``and'';
            (2) by redesignating subparagraph (C) as subparagraph (D);
            (3) by inserting after subparagraph (B) the following new 
        subparagraph:
                    ``(C) the bank holding company is well capitalized 
                and well managed; and''; and
            (4) in subparagraph (D) (as so redesignated) by striking 
        clause (ii) and inserting the following new clause:
                            ``(i) a certification that the company 
                        meets the requirements of subparagraphs (A) 
                        through (C).''.

SEC. 1305. STANDARDS FOR INTERSTATE ACQUISITIONS.

    (a) Bank Holding Company Act of 1956 Amendment.--Section 3(d)(1)(A) 
of the Bank Holding Company Act of 1956 (12 U.S.C. 1842(d)(1)(A)) is 
amended--
            (1) by striking ``adequately capitalized'' and inserting 
        ``well capitalized''; and
            (2) by striking ``adequately managed'' and inserting ``well 
        managed''.
    (b) Federal Deposit Insurance Act Amendment.--Section 44(b)(4)(B) 
of the Federal Deposit Insurance Act (12 U.S.C. 1831u(b)(4)(B)) is 
amended to read as follows:
                    ``(B) the responsible agency determines that the 
                resulting bank will be well capitalized and well 
                managed upon the consummation of the transaction.''.

SEC. 1306. ENHANCING EXISTING RESTRICTIONS ON BANK TRANSACTIONS WITH 
              AFFILIATES.

    (a) Section 23A of the Federal Reserve Act (12 U.S.C. 371c) is 
amended--
            (1) in subsection (b)(1), by striking subparagraph (D) and 
        inserting the following new subparagraph:
                    ``(D) any investment fund with respect to which a 
                member bank or affiliate thereof is an investment 
                adviser; and'';
            (2) in subsection (b)(7)(A), by inserting ``(including a 
        purchase of assets subject to an agreement to repurchase)'' 
        after ``affiliate'';
            (3) in subsection (b)(7)(C), by striking ``, including 
        assets subject to an agreement to repurchase,'';
            (4) in subsection (b)(7)(D)--
                    (A) by inserting ``or other debt obligations'' 
                after ``acceptance of securities'', and
                    (B) by striking ``or'' after the semicolon;
            (5) in subsection (b)(7), by inserting at the end the 
        following new subparagraphs:
                    ``(F) any securities borrowing and lending 
                transactions with an affiliate to the extent that the 
                transactions create credit exposure of the member bank 
                to the affiliate; or
                    ``(G) current and potential future credit exposure 
                to the affiliate on derivative transactions with the 
                affiliate;'';
            (6) in subsection (c)(1), by striking ``at the time of the 
        transaction,'' and inserting ``at all times'';
            (7) in subsection (c)--
                    (A) by striking paragraph (2);
                    (B) by redesignating paragraphs (3), (4), and (5) 
                as paragraphs (2), (3), and (4), respectively;
            (8) in subsection (c)(3) (as so redesignated by paragraph 
        (7)), by inserting ``or other debt obligations'' after 
        ``securities'';
            (9) in subsection (f)(2), by inserting at the end the 
        following: ``The Board may not, by regulation or order, grant 
        an exemption under this section unless the Board obtains the 
        concurrence of the Chairman of the Federal Deposit Insurance 
        Corporation.''; and
            (10) in subsection (f)--
                    (A) by redesignating paragraph (3) as paragraph 
                (4); and
                    (B) and inserting after paragraph (2) the following 
                new paragraph:
            ``(3) Concurrence of the comptroller of the currency.--With 
        respect to a transaction or relationship involving a national 
        bank or Federal savings association, the Board may not grant an 
        exemption under this section unless the Board obtains the 
        concurrence of the Comptroller of the Currency (in addition to 
        obtaining the concurrence of the Chairman of the Federal 
        Deposit Insurance Corporation under paragraph (2)).''.
    (b) Technical and Conforming Amendment.--Section 23B(e) of the 
Federal Reserve Act (12 U.S.C. 371-1(e)), is amended by inserting at 
the end the following new paragraph:
            ``(3) The Board may not grant an exemption or exclusion 
        under this section unless the Board obtains the concurrence of 
        the Chairman of the Federal Deposit Insurance Corporation.''.

SEC. 1307. ELIMINATING EXCEPTIONS FOR TRANSACTIONS WITH FINANCIAL 
              SUBSIDIARIES.

    Section 23A(e) of the Federal Reserve Act (12 U.S.C. 371c(e)) is 
amended--
            (1) by striking paragraph (3); and
            (2) by redesignating paragraph (4) as paragraph (3).

SEC. 1308. LENDING LIMITS APPLICABLE TO CREDIT EXPOSURE ON DERIVATIVE 
              TRANSACTIONS, REPURCHASE AGREEMENTS, REVERSE REPURCHASE 
              AGREEMENTS, AND SECURITIES LENDING AND BORROWING 
              TRANSACTIONS.

    Section 5200 of the Revised Statutes of the United States (12 
U.S.C. 84) is amended--
            (1) in subsection (b)(1), by striking ``shall include all 
        direct or indirect'' and all that follows in that paragraph 
        through ``commitment;'' and inserting: ``shall include--
                    ``(A) all direct or indirect advances of funds to a 
                person made on the basis of any obligation of that 
                person to repay the funds or repayable from specific 
                property pledged by or on behalf of the person;
                    ``(B) to the extent specified by the Comptroller of 
                the Currency, such term shall also include any 
                liability of a national banking association to advance 
                funds to or on behalf of a person pursuant to a 
                contractual commitment; and
                    ``(C) credit exposure to a person arising from a 
                derivative transaction, repurchase agreement, reverse 
                repurchase agreement, securities lending transaction, 
                or securities borrowing transaction between the 
                national banking association and the person;'';
            (2) in subsection (b)(2) by striking the period at the end 
        and inserting ``; and'';
            (3) in subsection (b), by inserting after paragraph (2) the 
        following new paragraph:
            ``(3) the term `derivative transaction' means any 
        transaction that is a contract, agreement, swap, warrant, note, 
        or option that is based, in whole or in part, on the value of, 
        any interest in, or any quantitative measure or the occurrence 
        of any event relating to, one or more commodities, securities, 
        currencies, interest or other rates, indices, or other 
        assets.''; and
            (4) in subsection (d), by inserting after paragraph (2) the 
        following new paragraph:
            ``(3) The Comptroller of the Currency shall prescribe rules 
        to administer and carry out the purposes of this section with 
        respect to credit exposures arising from any derivative 
        transaction, repurchase agreement, reverse repurchase 
        agreement, securities lending transaction, or securities 
        borrowing transaction. Rules required to be prescribed under 
        this paragraph (3) shall take effect, in final form, not later 
        than 180 days after the date of enactment of the Financial 
        Stability Improvement Act of 2009.''.

SEC. 1309. APPLICATION OF NATIONAL BANK LENDING LIMITS TO INSURED STATE 
              BANKS.

    Section 18 of the Federal Deposit Insurance Act (12 U.S.C. 1828) is 
amended by adding at the end a new subsection:
    ``(y) Application of Lending Limits to Insured State Banks.--
Section 84 of this title shall apply to every insured depository 
institution in the same manner and to the same extent as if the insured 
depository institution were a national banking association.''.

SEC. 1310. RESTRICTION ON CONVERSIONS OF TROUBLED BANKS.

    (a) Conversion of a National Banking Association to a State Bank.--
The National Bank Consolidation and Merger Act (12 U.S.C. 215 et seq.) 
is amended by redesignating section 7 as section 8 and by inserting 
after section 6 the following:

``SEC. 7. PROHIBITION ON CERTAIN CONVERSIONS.

    ``A national bank may not convert to a State bank during any period 
of time in which it is subject to a Cease and Desist order, memorandum 
of understanding, or other enforcement action entered into with or 
issued by the Comptroller of the Currency.''
    (b) Conversion of a State Bank to a National Bank.--Section 5154 of 
the Revised Statutes (12 U.S.C. 35) is amended by adding at the end the 
following new sentence: ``The Comptroller of the Currency shall not 
approve the conversion of a State bank to a national bank during any 
period of time in which the State bank is subject to a Cease and Desist 
order, memorandum of understanding, or other enforcement action entered 
into or issued by a State bank supervisor, the Federal Deposit 
Insurance Corporation, the Board of Governors of the Federal Reserve 
System or a Federal Reserve Bank.''.

SEC. 1311. LENDING LIMITS TO INSIDERS.

    Section 22(h)(9)(D)(ii) of the Federal Reserve Act (12 U.S.C. 
375b(h)(9)(D)(ii)) is amended by inserting ``, except that a member 
bank shall be deemed to have extended credit to a person if the member 
bank has credit exposure to the person arising from a derivative 
transaction, repurchase agreement, reverse repurchase agreement, 
securities lending transaction, or securities borrowing transaction 
between the member bank and the person.'' before the period at the end.

SEC. 1312. LIMITATIONS ON PURCHASES OF ASSETS FROM INSIDERS.

    (a) Section 18 of the Federal Deposit Insurance Act (12 U.S.C. 
1828) is amended by inserting after subsection (y) (as added by section 
1408) the following new subsection:
    ``(z) General Prohibition.--An insured depository institution shall 
not purchase an asset from, or sell an asset to, one of its executive 
officers, directors, or principal shareholders or any related interest 
of such person (as such terms are defined in 22(h) of Federal Reserve 
Act) unless the transaction is on market terms and, if the transaction 
represents more than 10 percent of the institution's capital stock and 
surplus, the transaction has been approved in advance by a majority of 
the institution's board of directors (with interested directors of the 
insured depository institution not participating in the approval of the 
transaction).''.
    (b) FDIC Rulemaking Authority.--The Federal Deposit Insurance 
Corporation may prescribe rules to implement the requirements of 
section (a).
    (c) Amendments to the Federal Reserve Act.--Section 22 of the 
Federal Reserve Act (12 U.S.C. 375) is amended by striking subsection 
(d).

SEC. 1313. RULES REGARDING CAPITAL LEVELS OF BANK HOLDING COMPANIES.

    Section 5(b) of the Bank Holding Company Act of 1956 (12 U.S.C. 
1844(b)) is amended by inserting ``, including regulations relating to 
the capital levels of bank holding companies'' before the period at the 
end.

SEC. 1314. ENHANCEMENTS TO FACTORS TO BE CONSIDERED IN CERTAIN 
              ACQUISITIONS.

    (a) Bank Acquisitions.--Section 3(c) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1842(c)) is amended by inserting at the end the 
following new paragraph:
            ``(7) Financial stability.--In every case, the Board shall 
        take into consideration the extent to which the proposed 
        acquisition, merger, or consolidation may pose risk to the 
        stability of the United States financial system or the economy 
        of the United States.''.
    (b) Nonbank Acquisitions.--
            (1) Section 4(j)(2)(A) of the Bank Holding Company is 
        amended by--
                    (A) striking ``or'' before ``unsound banking 
                practices''; and
                    (B) inserting before the period at the end ``, or 
                risk to the stability of the United States financial 
                system or the economy of the United States''.
            (2) Section 4(k)(6) of the Bank Holding Company Act is 
        amended by striking subparagraph (B) and inserting the 
        following new subparagraph:
                    ``(B) A financial holding company may commence any 
                activity or acquire any company, pursuant to paragraph 
                (4) or any regulation prescribed or order issued under 
                paragraph (5), without prior approval of the Board, 
                except--
                            ``(i) for a transaction in which the total 
                        assets to be acquired by the financial holding 
                        company exceed $25 billion; and
                            ``(ii) as provided in subsection (j) with 
                        regard to the acquisition of a savings 
                        association.''.
    (c) Bank Merger Act Transactions.--Section 8(c)(5) of the Federal 
Deposit Insurance Act (12 U.S.C. 1828(c)(5)) is amended by--
            (1) striking ``and'' before ``the convenience and needs of 
        the community to be served''; and
            (2) inserting before the period at the end ``, and the risk 
        to the stability of the United States financial system and the 
        economy of the United States''.

SEC. 1315. ELIMINATION OF ELECTIVE INVESTMENT BANK HOLDING COMPANY 
              FRAMEWORK.

    Section 17 of the Securities Exchange Act of 1934 (15 U.S.C. 78q) 
is amended by striking subsection (i) and redesignating the following 
subsections accordingly.

SEC. 1316. EXAMINATION FEES FOR LARGE BANK HOLDING COMPANIES.

    The Bank Holding Company Act is amended by adding a new section 5A:

``SEC. 5A. EXAMINATION FEES.

    ``The Board of Governors of the Federal Reserve System or the 
Federal Reserve Banks shall assess fees on bank holding companies with 
total consolidated assets of $10 billion or more. Such fees shall be 
sufficient to defray the cost of the examination of such bank holding 
companies.''.

       Subtitle E--Payment, Clearing, and Settlement Supervision

SEC. 1401. SHORT TITLE.

    This subtitle may be cited as the ``Payment, Clearing, and 
Settlement Supervision Act of 2009''.

SEC. 1402. FINDINGS AND PURPOSES.

    (a) Findings.--The Congress finds the following:
            (1) The proper functioning of the financial markets is 
        dependent upon safe and efficient arrangements for the clearing 
        and settlement of payment, securities and other financial 
        transactions.
            (2) Financial market utilities that conduct or support 
        multilateral payment, clearing, or settlement activities may 
        reduce risks for their participants and the broader financial 
        system, but such utilities may also concentrate and create new 
        risks and thus must be well designed and operated in a safe and 
        sound manner.
            (3) Payment, clearing and settlement activities conducted 
        by financial institutions also present important risks to the 
        participating financial institutions and to the financial 
        system.
            (4) Enhancements to the regulation and supervision of 
        systemically important financial market utilities and the 
        conduct of systemically important payment, clearing, and 
        settlement activities by financial institutions are necessary 
        to provide consistency, to promote robust risk management and 
        safety and soundness, to reduce systemic risks, and to support 
        the stability of the broader financial system.
    (b) Purposes.--The purposes of this subtitle are to mitigate 
systemic risk in the financial system and promote financial stability 
by--
            (1) authorizing the Board of Governors of the Federal 
        Reserve System to prescribe uniform standards for the 
        management of risks by systemically important financial market 
        utilities and for the conduct of systemically important 
        payment, clearing and settlement activities by financial 
        institutions;
            (2) providing for appropriate supervision and enforcement 
        of such risk management standards for systemically important 
        financial market utilities and payment, clearing, and 
        settlement activities; and
            (3) strengthening the liquidity of systemically important 
        financial market utilities.

SEC. 1403. DEFINITIONS.

    For purposes of this subtitle, the following definitions shall 
apply:
            (1) Affiliate.--The term ``affiliate'' means any company 
        that controls, is controlled by, or is under common control 
        with another company.
            (2) Appropriate financial regulator.--The term 
        ``appropriate financial regulator'' means the following:
                    (A) The Comptroller of the Currency, with respect 
                to--
                            (i) any national banks or a Federal branch 
                        or Federal agency of a foreign bank; and
                            (ii) after the functions of the Director of 
                        the Office of Thrift Supervision are 
                        transferred under subtitle C, any Federal 
                        savings association.
                    (B) the Board of Directors of the Corporation, with 
                respect to--
                            (i) any insured State nonmember bank or any 
                        insured branch of a foreign bank (other than a 
                        Federal branch); and
                            (ii) after the functions of the Director of 
                        the Office of Thrift Supervision are 
                        transferred under subtitle C, any State savings 
                        association.
                    (C) The Director of the Office of Thrift 
                Supervision, with respect to any savings association 
                and any savings and loan holding company, until the 
                functions of the Director of the Office of Thrift 
                Supervision are transferred under subtitle C.
                    (D) The Board, with respect to--
                            (i) any State member bank;
                            (ii) any branch or agency of a foreign bank 
                        (other than any Federal branch, Federal agency, 
                        or insured State branch of a foreign bank);
                            (iii) any commercial lending company owned 
                        or controlled by a foreign bank;
                            (iv) any organization operating under 
                        section 25 or 25A of the Federal Reserve Act 
                        (12 U.S.C. 601 et seq. or 611 et seq.);
                            (v) any bank holding company and any 
                        nondepository subsidiary of a bank holding 
                        company (other than any broker, dealer, 
                        investment company, or investment adviser 
                        registered with the Securities and Exchange 
                        Commission, or any futures commission merchant, 
                        commodity trading advisor, or commodity pool 
                        operator registered with the Commodity Futures 
                        Trading Commission); and
                            (vi) after the functions of the Director of 
                        Thrift Supervision are transferred under 
                        subtitle C, any savings and loan holding 
                        company and any non-depository subsidiary of a 
                        savings and loan holding company (other than 
                        any broker, dealer, investment company, or 
                        investment adviser registered with the 
                        Securities and Exchange Commission, or any 
                        futures commission merchant, commodity trading 
                        advisor, or commodity pool operator registered 
                        with the Commodity Futures Trading Commission).
                    (E) The National Credit Union Administration Board, 
                with respect to any insured credit union under the 
                Federal Credit Union Act (12 U.S.C. 1751 et seq.).
                    (F) The Securities and Exchange Commission, with 
                respect to--
                            (i) any broker or dealer registered with 
                        the Securities and Exchange Commission under 
                        the Securities Exchange Act of 1934 (15 U.S.C. 
                        78a et seq.);
                            (ii) any investment company registered with 
                        the Securities and Exchange Commission under 
                        the Investment Company Act of 1940 (15 U.S.C. 
                        80a-1 et seq.); and
                            (iii) any investment adviser registered 
                        with the Securities and Exchange Commission 
                        under the Investment Advisers Act of 1940 (15 
                        U.S.C. 80b-1 et seq.).
                    (G) The Commodity Futures Trading Commission, with 
                respect to futures commission merchants, commodity 
                trading advisors, and commodity pool operators 
                registered with the Commodity Futures Trading 
                Commission under the Commodity Exchange Act (7 U.S.C. 1 
                et seq.).
                    (H) The State insurance authority of the State in 
                which an insurance company is domiciled, with respect 
                to any financial institution engaged in providing 
                insurance under State insurance law.
                    (I) The Board, with respect to any other financial 
                institution engaged in an identified activity.
            (3) Board.--The term ``Board'' means the Board of Governors 
        of the Federal Reserve System.
            (4) Corporation.--The term ``Corporation'' means the 
        Federal Deposit Insurance Corporation.
            (5) Financial institution.--The term ``financial 
        institution'' means an entity other than a financial market 
        utility that is--
                    (A) a depository institution (as defined in section 
                3 of the Federal Deposit Insurance Act) (12 U.S.C. 
                1813);
                    (B) a branch or agency of a foreign bank (as 
                defined in section 1(b) of the International Banking 
                Act of 1978) (12 U.S.C. 3101);
                    (C) an organization operating under section 25 or 
                25A of the Federal Reserve Act (12 U.S.C. 601 et seq. 
                and 611 et seq.);
                    (D) a credit union (as defined in section 101 of 
                the Federal Credit Union Act) (12 U.S.C. 1752);
                    (E) a broker or dealer (as defined in section 3 of 
                the Securities Exchange Act of 1934) (15 U.S.C. 78c);
                    (F) an investment company (as defined in section 3 
                of the Investment Company Act of 1940) (15 U.S.C. 80a-
                3);
                    (G) an insurance company (as defined in section 2 
                of the Investment Company Act of 1940) (15 U.S.C. 80a-
                2);
                    (H) an investment adviser (as defined in section 
                202 of the Investment Advisers Act of 1940) (15 U.S.C. 
                80b-2);
                    (I) a futures commission merchant, commodity 
                trading advisor, or commodity pool operator (as defined 
                in section 1a of the Commodity Exchange Act) (7 U.S.C. 
                1a); and
                    (J) any company engaged in activities that are 
                financial in nature or incidental to a financial 
                activity, as described in section 4 of the Bank Holding 
                Company Act of 1956 (12 U.S.C. 1843(k)).
            (6) Financial market utility.--The term ``financial market 
        utility'' means any person that manages or operates a 
        multilateral system for the purpose of transferring, clearing, 
        or settling payments, securities, or other financial 
        transactions among financial institutions or between financial 
        institutions and the person.
            (7) Identified activity.--The term ``identified activity'' 
        means a payment, clearing, or settlement activity that the 
        Council has identified as systemically important under section 
        1404.
            (8) Identified financial market utility.--The term 
        ``identified financial market utility'' means a financial 
        market utility that the Council has identified as systemically 
        important under section 1404.
            (9) Payment, clearing, or settlement activity.--
                    (A) In general.--The term ``payment, clearing, or 
                settlement activity'' means one of the following 
                activities carried out by one or more financial 
                institutions after the parties to a financial 
                transaction agree to the transaction to facilitate the 
                completion of the financial transaction: the 
                calculation and communication of unsettled financial 
                transactions between financial institutions; netting or 
                aggregating of financial transactions; provision and 
                maintenance of trade, contract, or instrument 
                information; the management of risks associated with 
                unsettled financial transactions; transmittal and 
                storage of payment instructions; movement of funds; 
                final settlement of financial transactions; and other 
                similar activities that the Board may determine by rule 
                or order. ``Payment, clearing, or settlement activity'' 
                does not include, among other things, activities 
                inclusive of or prior to trade execution.
                    (B) Financial transaction.--For purposes of 
                subparagraph (A), the term ``financial transaction'' 
                means a funds transfer, securities contract, contract 
                of sale of a commodity for future delivery, forward 
                contract, repurchase agreement, swap agreement, foreign 
                exchange contract, financial derivatives contract, and 
                any similar transaction that the Board determines, by 
                rule or order, to be a financial transaction for 
                purposes of this subtitle.
            (10) Person.--The term ``person'' means any corporation, 
        company, association, firm, partnership, society, joint stock 
        company, or other legal entity other than a natural person.
            (11) Secretary.--The term ``Secretary'' means the Secretary 
        of the Treasury.
            (12) State.--The term ``State'' means any State, 
        commonwealth, territory, or possession of the United States, 
        the District of Columbia, the Commonwealth of Puerto Rico, the 
        Commonwealth of the Northern Mariana Islands, American Samoa, 
        Guam, or the United States Virgin Islands.
            (13) Supervisory agency.--The term ``Supervisory Agency'' 
        means the Federal agency that has primary jurisdiction over an 
        identified financial market utility under Federal banking, 
        securities, or commodity futures laws, including--
                    (A) the Securities and Exchange Commission, with 
                respect to an identified financial market utility that 
                is a clearing agency registered with the Securities and 
                Exchange Commission;
                    (B) the Commodity Futures Trading Commission, with 
                respect to an identified financial market utility that 
                is a derivatives clearing organization registered with 
                the Commodity Futures Trading Commission;
                    (C) the Board of Directors of the Corporation, with 
                respect to an identified financial market utility that 
                is--
                            (i) an insured State nonmember bank or an 
                        insured branch of a foreign bank; and
                            (ii) after the functions of the Director of 
                        the Office of Thrift Supervision are 
                        transferred under subtitle C, a State savings 
                        association;
                    (D) the Comptroller of the Currency, with respect 
                to an identified financial market utility that is--
                            (i) a national bank or a Federal branch 
                        (other than an insured branch) or a Federal 
                        agency of a foreign bank; and
                            (ii) after the functions of the Director of 
                        the Office of Thrift Supervision are 
                        transferred under subtitle C, a Federal savings 
                        association;
                    (E) the Board, with respect to an identified 
                financial market utility that is--
                            (i) a State member bank;
                            (ii) a branch or agency of a foreign bank 
                        (other than any Federal branch, Federal agency, 
                        or insured State branch of a foreign bank);
                            (iii) a commercial lending company owned or 
                        controlled by a foreign bank;
                            (iv) an organization operating under 
                        section 25 or 25A of the Federal Reserve Act 
                        (12 U.S.C. 601 et seq. or 611 et seq.);
                            (v) a bank holding company and any non-
                        depository subsidiary of a bank holding company 
                        (other than any broker, dealer, investment 
                        company, or investment adviser registered with 
                        the Securities and Exchange Commission, or any 
                        futures commission merchant, commodity trading 
                        advisor, or commodity pool operator registered 
                        with the Commodity Futures Trading Commission); 
                        and
                            (vi) after the functions of the Director of 
                        the Office of Thrift Supervision are 
                        transferred under subtitle C, any savings and 
                        loan holding company and any non-depository 
                        subsidiary of a savings and loan holding 
                        company (other than any broker, dealer, 
                        investment company, or investment adviser 
                        registered with the Securities and Exchange 
                        Commission, or any futures commission merchant, 
                        commodity trading advisor, or commodity pool 
                        operator registered with the Commodity Futures 
                        Trading Commission); and
                    (F) the Director of the Office of Thrift 
                Supervision, with respect to an identified financial 
                market utility that is a savings association or a 
                savings and loan holding company, until the functions 
                of the Director of the Office of Thrift Supervision are 
                transferred under subtitle C.
        If a financial market utility is subject to supervision by more 
        than one agency listed in paragraphs (A) through (F), and those 
        agencies cannot agree which has primary jurisdiction, the 
        Council shall decide which agency is the Supervisory Agency for 
        purposes of this subtitle.
            (14) Systemically important and systemic importance.--The 
        terms ``systemically important'' and ``systemic importance'' 
        mean a situation in which the failure of or a disruption to the 
        functioning of a financial market utility or the conduct of a 
        payment, clearing, or settlement activity could create, or 
        increase, the risk of significant liquidity, credit, or other 
        problems spreading among financial institutions or markets and 
        thereby threaten the stability of the financial system.

SEC. 1404. IDENTIFICATION OF SYSTEMICALLY IMPORTANT FINANCIAL MARKET 
              UTILITIES AND PAYMENT, CLEARING, AND SETTLEMENT 
              ACTIVITIES.

    (a) In General.--The Council shall, at its own initiative or at the 
request of the Board, consider whether to identify a financial market 
utility or a payment, clearing, or settlement activity as systemically 
important.
    (b) Criteria for Identification.--The Council shall identify a 
financial market utility or payment, clearing, or settlement activity 
if the Council determines that such financial market utility or 
activity is, or is likely to become, systemically important, based on 
consideration of the following:
            (1) The aggregate monetary value of the transactions 
        processed by the financial market utility or carried out 
        through the payment, clearing, or settlement activity.
            (2) The aggregate exposure of counterparties to the 
        financial market utility.
            (3) The relationship, interdependencies, or other 
        interactions of the financial market utility or payment, 
        clearing, or settlement activity with other financial market 
        utilities or payment, clearing, or settlement activities.
            (4) The effect that the failure of or a disruption to the 
        financial market utility or payment, clearing, or settlement 
        activity would have on critical markets, financial 
        institutions, or the broader financial system.
            (5) Any other factors that the Council deems appropriate.
    (c) Periodic Review and Rescission of Identifications.--The Council 
shall, at its own initiative or at the request of the Board--
            (1) review periodically whether a financial market utility 
        or a payment, clearing, or settlement activity continues to be 
        systemically important; and
            (2) rescind identification of a financial market utility or 
        a payment, clearing, or settlement activity that it determines 
        no longer should be identified.
    (d) Procedure for Identifying or Rescinding a Systemically 
Important Identification.--
            (1) Consultation.--Before making any determination under 
        this section, the Council shall consult with the Board, and in 
        the case of a determination regarding identification or 
        rescission of identification of a financial market utility, the 
        Council shall consult with the relevant Supervisory Agency.
            (2) Notice and opportunity for consideration of written 
        materials.--
                    (A) In general.--The Board shall, in an executive 
                capacity on behalf of the Council, provide notice to a 
                financial market utility or, in the case of a payment, 
                clearing, or settlement activity, financial 
                institutions, that the Council is considering whether 
                to identify or cease to identify such financial market 
                utility or such payment, clearing, or settlement 
                activity, including an explanation of the basis of the 
                Council's consideration, and provide such financial 
                market utilities or financial institutions 30 days to 
                submit written materials to inform the Council's 
                decision. The Council shall make its decision, and the 
                Board shall notify the financial market utility or 
                financial institutions of the Council's decision, 
                within 60 days of the due date for such written 
                materials.
                    (B) Emergency exception.--The Council may waive or 
                modify the requirements of subparagraph (A) if the 
                Council determines that the waiver or modification is 
                necessary or appropriate to prevent or mitigate an 
                immediate threat to financial stability posed by the 
                financial market utility or the payment, clearing, or 
                settlement activity. The Board shall, in an executive 
                capacity on behalf of the Council, notify the financial 
                market utility concerned or, in the case of a payment, 
                clearing, or settlement activity, financial 
                institutions, as soon as practicable, which shall be no 
                later than 24 hours after the waiver or modification in 
                the case of a financial market utility.
            (3) Form of notification.--The Board shall, in an executive 
        capacity on behalf of the Council, provide notice of a decision 
        under this section regarding--
                    (A) a financial market utility to such financial 
                market utility by order; and
                    (B) a payment, clearing, or settlement activity to 
                financial institutions by posting a notice on the 
                Board's Web site and by publishing a notice in the 
                Federal Register.

SEC. 1405. STANDARDS FOR SYSTEMICALLY IMPORTANT FINANCIAL MARKET 
              UTILITIES AND PAYMENT, CLEARING, OR SETTLEMENT 
              ACTIVITIES.

    (a) Board Requirement To Prescribe Standards.--The Board shall, by 
regulation or order and in consultation with the Council and relevant 
supervisory agencies, prescribe or issue risk management standards 
governing the operations of identified financial market utilities and 
the conduct of identified activities by financial institutions, taking 
into consideration relevant international standards and existing 
prudential requirements applicable to such financial market utilities 
and payment, clearing, or settlement activities.
    (b) Objectives and Principles.--The objectives and principles for 
the risk management standards prescribed under subsection (a) shall be 
to--
            (1) promote robust risk management;
            (2) promote safety and soundness;
            (3) reduce systemic risks; and
            (4) support the stability of the broader financial system.
    (c) Scope.--
            (1) In general.--The standards prescribed under subsection 
        (a) may address areas such as risk management policies and 
        procedures; margin and collateral requirements; participant or 
        counterparty default policies and procedures; the ability to 
        complete timely clearing and settlement of financial 
        transactions; capital and financial resource requirements for 
        identified financial market utilities; and other areas that the 
        Board determines, by rule or order, are necessary to achieve 
        the objectives and principles in subsection (b).
            (2) Interaction with existing standards.--The standards 
        prescribed under this section may--
                    (A) be different than existing standards that 
                address the same or similar subject areas; and
                    (B) may address subject areas that are not covered 
                by existing regulations.
            (3) Threshold level.--The standards prescribed under 
        subsection (a) governing the conduct of identified activities 
        shall, where appropriate, establish a threshold as to the level 
        or significance of engagement in the activity at which a 
        financial institution will become subject to the standards with 
        respect to that activity.
            (4) Categorization and tiering.--In prescribing or issuing 
        standards under subsection (a) governing the conduct of 
        identified activities and the operations of identified 
        financial market utilities, the Board shall, where appropriate, 
        differentiate among identified financial market utilities and 
        identified activities by taking into consideration their risk, 
        complexity, leverage, frequency and dollar amount, 
        interconnectedness to the financial system, and any other 
        factors the Board deems appropriate.
    (d) Compliance Required.--Identified financial market utilities and 
financial institutions engaged in identified activities shall conduct 
their operations in compliance with the applicable risk management 
standards prescribed by the Board.

SEC. 1406. OPERATIONS AND CHANGES TO RULES, PROCEDURES, OR OPERATIONS 
              OF IDENTIFIED FINANCIAL MARKET UTILITIES.

    (a) Reference.--For purposes of paragraphs (b) and (c), all 
references to the phrase ``Supervisory Agency or the Board'' mean 
``Supervisory Agency or, in the absence of a Supervisory Agency, the 
Board''.
    (b) Advance Notice of Proposed Changes.--
            (1) Advance notice required.--Subject to subsection (c), an 
        identified financial market utility shall provide at least 60 
        days advance notice to the Supervisory Agency or the Board of 
        any proposed change to its rules, procedures, or operations 
        that could, as defined in rules of the Board, materially affect 
        the nature or level of risks presented by the identified 
        financial market utility.
            (2) Terms and standards prescribed by the board.--The Board 
        shall prescribe regulations that define and describe the 
        standards for determining when notice is required to be 
        provided under paragraph (1).
            (3) Consultation and avoidance of duplication.--In 
        prescribing regulations under paragraph (2), the Board shall--
                    (A) consult with the Commodity Futures Trading 
                Commission and the Securities and Exchange Commission 
                regarding the extent to which the regulations of those 
                agencies already require advance notice of rule, 
                procedural, or operational changes; and
                    (B) seek to avoid duplicative requirements under 
                this section whenever possible.
            (4) Contents of notice.--Any notice of a proposed change 
        provided by an identified financial market utility under 
        paragraph (1) shall describe--
                    (A) the nature of the change;
                    (B) any expected effects on risks to the identified 
                financial market utility, its participants, or the 
                market; and
                    (C) the manner in which the identified financial 
                market utility plans to manage any identified risks.
            (5) Additional information.--The Supervisory Agency or the 
        Board may require an identified financial market utility to 
        provide any information necessary to assess--
                    (A) the effect the proposed change would have on 
                the nature or level of risks associated with the 
                identified financial market utility's payment, 
                clearing, or settlement activities; and
                    (B) the sufficiency of any proposed risk management 
                techniques.
            (6) Notice of objection.--The Supervisory Agency or the 
        Board will notify the identified financial market utility of 
        any objection regarding the proposed change before the end of 
        the 60-day period beginning on the later of--
                    (A) the date that the notice of the proposed change 
                is received; or
                    (B) the date any further information requested for 
                consideration of the notice is received.
            (7) Change not allowed if objection.--An identified 
        financial market utility shall not implement a change to which 
        the Supervisory Agency or Board has an objection.
            (8) Change allowed if no objection within 60 days.--An 
        identified financial market utility may implement a change if 
        it has not received an objection to the proposed change before 
        the end of the 60-day period beginning on the later of--
                    (A) the date that the Supervisory Agency or the 
                Board receives the notice of proposed change; or
                    (B) the date the Supervisory Agency or the Board 
                receives any further information that the Supervisory 
                Agency or the Board requests for consideration of the 
                notice.
            (9) Review extension for novel or complex issues.--
                    (A) In general.--The Supervisory Agency or the 
                Board may, during the 60-day review period, extend the 
                review period for an additional 60 days for proposed 
                changes that raise novel or complex issues, subject to 
                the Supervisory Agency or the Board providing the 
                identified financial market utility with prompt written 
                notice of the extension.
                    (B) Extension of other time periods.--Any time 
                period referred to under paragraphs (6) and (8) shall 
                be extended by the amount of any extension of time 
                under clause (A).
            (10) Change allowed earlier if notified of no objection.--
        An identified financial market utility may implement a change 
        in less than 60 days from the date of receipt of the notice of 
        proposed change by the Supervisory Agency or the Board, or the 
        date the Supervisory Agency or the Board receives any further 
        information it requested, if--
                    (A) the Supervisory Agency or the Board notifies 
                the identified financial market utility in writing that 
                it does not object to the proposed change; and
                    (B) authorizes the identified financial market 
                utility to implement the change on an earlier date, 
                subject to any conditions imposed by the Supervisory 
                Agency or the Board.
    (c) Emergency Changes.--
            (1) In general.--An identified financial market utility may 
        implement a change that would otherwise require advance notice 
        under this subsection if it determines that--
                    (A) an emergency exists; and
                    (B) immediate implementation of the change is 
                necessary for the identified financial market utility 
                to continue to provide its services in a safe and sound 
                manner.
            (2) Notice required within 24 hours.--Any identified 
        financial market utility that implements a change pursuant to a 
        determination under paragraph (1) shall provide notice of such 
        an emergency change to its Supervisory Agency or the Board as 
        soon as practicable, which shall be no later than 24 hours 
        after implementation of the change.
            (3) Contents of emergency notice.--In addition to the 
        information required under subsection (b) for any change 
        requiring an advance notice, the notice under paragraph (2) of 
        an emergency change must describe--
                    (A) the nature of the emergency; and
                    (B) the reason the change was necessary for the 
                identified financial market utility to continue to 
                provide its services in a safe and sound manner.
            (4) Modification or rescission of change may be required.--
        The Supervisory Agency or the Board may require a modification 
        or a rescission of any change of which the Supervisory Agency 
        or the Board receives notice under this subsection if the 
        Supervisory Agency or the Board finds that the change is not 
        consistent with the purposes of this subtitle or any 
        regulations, orders, or standards prescribed, issued, or 
        established by the Board hereunder.
    (d) Coordination Between Agencies and the Board.--In the case of an 
identified financial market utility that has a Supervisory Agency other 
than the Board, the Supervisory Agency shall--
            (1) provide the Board concurrently with a complete copy of 
        any notice, request, or other information such agency issues, 
        submits, or receives under this subsection with respect to such 
        utility; and
            (2) consult with the Board before taking any action on or 
        completing any review of a change proposed by an identified 
        financial market utility.

SEC. 1407. EXAMINATION OF AND ENFORCEMENT ACTIONS AGAINST IDENTIFIED 
              FINANCIAL MARKET UTILITIES.

    (a) Examination.--Notwithstanding any other provision of law and 
subject to subsection (d), the Supervisory Agency shall conduct 
examinations of an identified financial market utility at least 
annually in order to inform itself of--
            (1) the nature of the operations of, and the risks borne 
        by, the identified financial market utility;
            (2) the financial and operational risks presented by the 
        identified financial market utility to financial institutions, 
        critical markets, or the broader financial system;
            (3) the resources and capabilities of the identified 
        financial market utility to monitor and control such risks;
            (4) the safety and soundness of the identified financial 
        market utility; and
            (5) the identified financial market utility's compliance 
        with this subtitle and the rules and orders prescribed by the 
        Board under this subtitle.
    (b) Service Providers.--
            (1) Whenever a service integral to the operation of an 
        identified financial market utility is performed for the 
        identified financial market utility by another entity, whether 
        an affiliate or non-affiliate and whether on or off the 
        premises of the identified financial market utility, the 
        Supervisory Agency may examine whether the provision of that 
        service is in compliance with applicable law, rules, orders, 
        and standards to the same extent as if the identified financial 
        market utility were performing the service on its own premises.
    (c) Enforcement.--Except as provided in subsections (e) and (g), an 
identified financial market utility shall be subject to the provisions 
of subsections (b) through (n) of section 8 of the Federal Deposit 
Insurance Act (12 U.S.C. 1818) in the same manner and to the same 
extent as if the identified financial market utility were an insured 
depository institution for which the Supervisory Agency is the 
appropriate Federal banking agency as defined in section 3 of the 
Federal Deposit Insurance Act (12 U.S.C. 1813).
    (d) Board Involvement in Examinations.--
            (1) Board consultation on examination planning.--The 
        Supervisory Agency shall consult with the Board regarding the 
        scope and methodology of any examination conducted under 
        subsections (a) and (b).
            (2) Board participation in examination.--The Board may, in 
        its discretion, participate in any examination led by a 
        Supervisory Agency and conducted under subsections (a) and (b).
    (e) Board Enforcement Recommendations.--
            (1) Recommendation.--The Board may at any time recommend to 
        the Supervisory Agency that it take enforcement action against 
        an identified financial market utility. The recommendation 
        shall be in writing and shall provide a detailed analysis 
        supporting the Board's recommendation.
            (2) Consideration.--The Supervisory Agency shall consider 
        the Board's recommendation and submit a response to the Board 
        within 30 days.
            (3) Mediation.--If the Supervisory Agency rejects, in whole 
        or in the part, the Board's recommendation, then the Council 
        shall mediate between the parties and encourage them to reach 
        agreement on whether an enforcement action should be brought, 
        and if so by which agency.
            (4) Enforcement action.--If the Supervisory Agency fails to 
        respond to the Board's recommendation in accordance with 
        paragraph (2), if the Supervisory Agency reaches agreement with 
        the Board that the Board should take an enforcement action, or 
        if the Supervisory Agency rejects the Board's recommendation 
        and the Council is unable to resolve the dispute under 
        paragraph (3), then the Board may exercise the enforcement 
        authority referenced in subsection (c) as if it were the 
        Supervisory Agency and take enforcement action against the 
        identified financial market utility.
    (f) Identified Financial Market Utilities Without a Supervisory 
Agency.--In the case of an identified financial market utility that is 
not under the primary jurisdiction of a Supervisory Agency, the Board 
shall have examination and enforcement authority under subsections (a) 
through (c) with respect to the identified financial market utility and 
any service providers in the same manner and to the same extent as if 
the Board were the Supervisory Agency.
    (g) Emergency Enforcement Actions by the Board.--
            (1) Imminent risk of substantial harm.--The Board may, 
        after consulting with the Supervisory Agency, take enforcement 
        action against an identified financial market utility if the 
        Board has reasonable cause to believe that--
                    (A) either--
                            (i) an action engaged in, or contemplated 
                        by, an identified financial market utility 
                        (including any change proposed by the 
                        identified financial market utility to its 
                        rules, procedures, or operations that would 
                        otherwise be subject to section 1406(b) or 
                        (c)); or
                            (ii) the condition of an identified 
                        financial market utility, poses an imminent 
                        risk of substantial harm to financial 
                        institutions, critical markets, or the broader 
                        financial system; and
                    (B) the imminent risk of substantial harm precludes 
                the Board's use of the procedures in subsection (e).
            (2) Enforcement authority.--The Board is authorized to take 
        action under paragraph (1) against an identified financial 
        market utility as if the identified financial market utility 
        were an insured depository institution for which the Board is 
        the appropriate Federal banking agency as defined in section 3 
        of the Federal Deposit Insurance Act (12 U.S.C. 1813).
            (3) Prompt notice to supervisory agency of enforcement 
        action.--Within 24 hours of taking an enforcement action under 
        this subsection, the Board shall provide written notice to the 
        identified financial market utility's Supervisory Agency 
        containing a detailed analysis of the Board's action, with 
        supporting documentation included.

SEC. 1407. EXAMINATION OF AND ENFORCEMENT ACTIONS AGAINST IDENTIFIED 
              FINANCIAL MARKET UTILITIES.

    (a) Examination.--Notwithstanding any other provision of law and 
subject to subsection (d), the Supervisory Agency shall conduct 
examinations of an identified financial market utility at least 
annually in order to inform itself of--
            (1) the nature of the operations of, and the risks borne 
        by, the identified financial market utility;
            (2) the financial and operational risks presented by the 
        identified financial market utility to financial institutions, 
        critical markets, or the broader financial system;
            (3) the resources and capabilities of the identified 
        financial market utility to monitor and control such risks;
            (4) the safety and soundness of the identified financial 
        market utility; and
            (5) the identified financial market utility's compliance 
        with this subtitle and the rules and orders prescribed by the 
        Board under this subtitle.
    (b) Service Providers.--Whenever a service integral to the 
operation of an identified financial market utility is performed for 
the identified financial market utility by another entity, whether an 
affiliate or nonaffiliate and whether on or off the premises of the 
identified financial market utility, the Supervisory Agency may examine 
whether the provision of that service is in compliance with applicable 
law, rules, orders, and standards to the same extent as if the 
identified financial market utility were performing the service on its 
own premises.
    (c) Enforcement.--Except as provided in subsections (e) and (g), an 
identified financial market utility shall be subject to the provisions 
of subsections (b) through (n) of section 8 of the Federal Deposit 
Insurance Act (12 U.S.C. 1818) in the same manner and to the same 
extent as if the identified financial market utility were an insured 
depository institution for which the Supervisory Agency is the 
appropriate Federal banking agency as defined in section 3 of the 
Federal Deposit Insurance Act (12 U.S.C. 1813).
    (d) Board Involvement in Examinations.--
            (1) Board consultation on examination planning.--The 
        Supervisory Agency shall consult with the Board regarding the 
        scope and methodology of any examination conducted under 
        subsections (a) and (b).
            (2) Board participation in examination.--The Board may, in 
        its discretion, participate in any examination led by a 
        Supervisory Agency and conducted under subsections (a) and (b).
    (e) Board Enforcement Recommendations.--
            (1) Recommendation.--The Board may at any time recommend to 
        the Supervisory Agency that it take enforcement action against 
        an identified financial market utility. The recommendation 
        shall be in writing and shall provide a detailed analysis 
        supporting the Board's recommendation.
            (2) Consideration.--The Supervisory Agency shall consider 
        the Board's recommendation and submit a response to the Board 
        within 30 days.
            (3) Mediation.--If the Supervisory Agency rejects, in whole 
        or in the part, the Board's recommendation, then the Council 
        shall mediate between the parties and encourage them to reach 
        agreement on whether an enforcement action should be brought, 
        and if so by which agency.
            (4) Enforcement action.--If the Supervisory Agency fails to 
        respond to the Board's recommendation in accordance with 
        paragraph (2), if the Supervisory Agency reaches agreement with 
        the Board that the Board should take an enforcement action, or 
        if the Supervisory Agency rejects the Board's recommendation 
        and the Council is unable to resolve the dispute under 
        paragraph (3), then the Board may exercise the enforcement 
        authority referenced in subsection (c) as if it were the 
        Supervisory Agency and take enforcement action against the 
        identified financial market utility.
    (f) Identified Financial Market Utilities Without a Supervisory 
Agency.--In the case of an identified financial market utility that is 
not under the primary jurisdiction of a Supervisory Agency, the Board 
shall have examination and enforcement authority under subsections (a) 
through (c) with respect to the identified financial market utility and 
any service providers in the same manner and to the same extent as if 
the Board were the Supervisory Agency.
    (g) Emergency Enforcement Actions by the Board.--
            (1) Imminent risk of substantial harm.--The Board may, 
        after consulting with the Supervisory Agency, take enforcement 
        action against an identified financial market utility if the 
        Board has reasonable cause to believe that--
                    (A) either--
                            (i) an action engaged in, or contemplated 
                        by, an identified financial market utility 
                        (including any change proposed by the 
                        identified financial market utility to its 
                        rules, procedures, or operations that would 
                        otherwise be subject to section 1406(b) or 
                        (c)); or
                            (ii) the condition of an identified 
                        financial market utility, poses an imminent 
                        risk of substantial harm to financial 
                        institutions, critical markets, or the broader 
                        financial system; and
                    (B) the imminent risk of substantial harm precludes 
                the Board's use of the procedures in subsection (e).
            (2) Enforcement authority.--The Board is authorized to take 
        action under paragraph (1) against an identified financial 
        market utility as if the identified financial market utility 
        were an insured depository institution for which the Board is 
        the appropriate Federal banking agency as defined in section 3 
        of the Federal Deposit Insurance Act (12 U.S.C. 1813).
            (3) Prompt notice to supervisory agency of enforcement 
        action.--Within 24 hours of taking an enforcement action under 
        this subsection, the Board shall provide written notice to the 
        identified financial market utility's Supervisory Agency 
        containing a detailed analysis of the Board's action, with 
        supporting documentation included.

SEC. 1408. EXAMINATION OF AND ENFORCEMENT ACTIONS AGAINST FINANCIAL 
              INSTITUTIONS SUBJECT TO STANDARDS FOR IDENTIFIED 
              ACTIVITIES.

    (a) Examination.--The appropriate financial regulator shall 
periodically conduct examinations of a financial institution that is 
subject to the standards prescribed by the Board for an identified 
activity in order to inform the appropriate financial regulator of the 
following:
            (1) the nature and scope of the identified activities 
        engaged in by the financial institution;
            (2) the financial and operational risks the identified 
        activities engaged in by the financial institution may pose to 
        the safety and soundness of the financial institution;
            (3) the financial and operational risks the identified 
        activities engaged in by the financial institution may pose to 
        other financial institutions, critical markets, or the broader 
        financial system;
            (4) the resources available to and the capabilities of the 
        financial institution to monitor and control the risks 
        described in paragraphs (2) and (3); and
            (5) the financial institution's compliance with this 
        subtitle and the rules and orders prescribed by the Board under 
        this subtitle.
    (b) Enforcement.--The appropriate financial regulator shall take 
such actions that it deems necessary to ensure that a financial 
institution that is subject to the standards prescribed by the Board 
for an identified activity complies with this subtitle and the rules 
and orders prescribed by the Board under this subtitle.
    (c) Technical Assistance.--The Board shall consult with and provide 
such technical assistance as may be required by the appropriate 
financial regulators to ensure that the Board's rules and orders 
prescribed under this subtitle are interpreted and applied in as 
consistent and uniform a manner as practicable.
    (d) Delegation.--
            (1) Examination.--
                    (A) Request to board.--The appropriate financial 
                regulator may request the Board to conduct, or to 
                participate in, an examination of a financial 
                institution subject to the standards prescribed by the 
                Board for an identified activity in order to assess the 
                financial institution's compliance with this subtitle 
                or the Board's rules or orders prescribed under this 
                subtitle.
                    (B) Examination by board.--Upon receipt of an 
                appropriate written request, the Board will conduct the 
                examination under such terms and conditions to which 
                the Board and the appropriate financial regulator 
                mutually agree.
            (2) Enforcement.--
                    (A) Request to board.--An appropriate financial 
                regulator may request the Board to enforce this 
                subtitle or the rules or orders prescribed by the Board 
                under this subtitle against a financial institution 
                subject to the standards prescribed by the Board for an 
                identified activity.
                    (B) Enforcement by board.--Upon receipt of an 
                appropriate written request, the Board shall--
                            (i) determine whether an enforcement action 
                        is warranted; and
                            (ii) if so, it shall enforce compliance 
                        with this subtitle or the rules or orders 
                        prescribed by the Board under this subtitle.
                    (C) Enforcement authority.--For purposes of 
                carrying out subparagraph (B), the Board shall have 
                authority under subsections (b) through (n) of section 
                8 of the Federal Deposit Insurance Act with respect to 
                a financial institution in the same manner and to the 
                same extent as if the financial institution were an 
                insured depository institution for which the Board is 
                the appropriate Federal banking agency (as defined in 
                section 3 of such Act).
    (e) Back-Up Authority of the Board.--
            (1) Examination and enforcement.--Notwithstanding any other 
        provision of law, the Board may--
                    (A) conduct an examination of any financial 
                institution that is subject to the standards prescribed 
                by the Board for an identified activity; and
                    (B) enforce the provisions of this subtitle or any 
                rules or orders prescribed by the Board under this 
                subtitle against any financial institution subject to 
                the standards prescribed by the Board for an identified 
                activity.
            (2) Limitations.--
                    (A) Examination.--The Board may exercise the 
                authority described in paragraph (1)(A) only if the 
                Board has--
                            (i) reasonable cause to believe that a 
                        financial institution is not in compliance with 
                        this subtitle or the rules or orders prescribed 
                        by the Board under this subtitle with respect 
                        to an identified activity;
                            (ii) notified, in writing, the appropriate 
                        financial regulator of its belief under clause 
                        (i) with supporting documentation included;
                            (iii) requested the appropriate financial 
                        regulator to conduct a prompt examination of 
                        the financial institution; and
                            (iv) either--
                                    (I) not been afforded a reasonable 
                                opportunity to participate in an 
                                examination of the financial 
                                institution by the appropriate 
                                financial regulator within 30 days 
                                after the date of the Board's 
                                notification under clause (ii); or
                                    (II) reasonable cause to believe 
                                that the financial institution's 
                                noncompliance with this subtitle or the 
                                rules or orders prescribed by the Board 
                                under this subtitle poses a substantial 
                                risk to other financial institutions, 
                                critical markets, or the broader 
                                financial system, subject to the Board 
                                affording the appropriate financial 
                                regulator a reasonable opportunity to 
                                participate in the examination.
                    (B) Enforcement.--The Board may exercise the 
                authority described in paragraph (1)(B) only if the 
                Board has--
                            (i) reasonable cause to believe that a 
                        financial institution is not in compliance with 
                        this subtitle or the rules or orders prescribed 
                        by the Board under this subtitle with respect 
                        to an identified activity;
                            (ii) notified, in writing, the appropriate 
                        financial regulator of its belief under clause 
                        (i) with supporting documentation included and 
                        with a recommendation that the appropriate 
                        financial regulator take one or more specific 
                        enforcement actions against the financial 
                        institution; and
                            (iii) either--
                                    (I) not been notified, in writing, 
                                by the appropriate financial regulator 
                                of the commencement of an enforcement 
                                action recommended by the Board against 
                                the financial institution within 30 
                                days from the date of the notification 
                                under clause (ii); or
                                    (II) reasonable cause to believe 
                                that the financial institution's 
                                noncompliance with this subtitle or the 
                                rules or orders prescribed by the Board 
                                under this subtitle poses a substantial 
                                risk to other financial institutions, 
                                critical markets, or the broader 
                                financial system, subject to the Board 
                                notifying the appropriate financial 
                                regulator of the Board's enforcement 
                                action.
            (3) Enforcement provisions.--The Board shall have authority 
        under subsections (b) through (n) of section 8 of the Federal 
        Deposit Insurance Act (12 U.S.C. 1818) with respect to a 
        financial institution subject to the standards prescribed by 
        the Board for an identified activity in the same manner and to 
        the same extent as if the financial institution were an insured 
        depository institution for which the Board is the appropriate 
        Federal banking agency (as defined in section 3 of such Act).

SEC. 1409. PROVISION OF INFORMATION, REPORTS, OR RECORDS.

    (a) Information To Assess Systemic Importance.--
            (1) Financial market utilities.--The Council is authorized 
        to require any financial market utility to submit such 
        information as the Council may require for the purpose of 
        assessing whether that financial market utility is systemically 
        important if the Council has reasonable cause to believe that 
        the financial market utility meets the standards for systemic 
        importance set out in section 1404 of this subtitle.
            (2) Financial institutions engaged in payment, clearing, or 
        settlement activities.--The Council is authorized to require 
        any financial institution to submit such information as the 
        Council may require for the purpose of assessing whether any 
        payment, clearing, or settlement activity engaged in or 
        supported by a financial institution is systemically important 
        if the Council has reasonable cause to believe that the 
        activity meets the standards for systemic importance set out in 
        section 1404 of this subtitle.
    (b) Reporting After Identification.--
            (1) Identified financial market utilities.--The Board may 
        require an identified financial market utility to submit 
        reports or data to the Board in such frequency and form as 
        deemed necessary by the Board in order to assess the safety and 
        soundness of the utility and the systemic risk that the 
        utility's operations pose to the financial system.
            (2) Financial institutions subject to the standards 
        prescribed by the board.--The Board may require 1 or more 
        financial institutions subject to the standards prescribed by 
        the Board for an identified activity to submit, in such 
        frequency and form as deemed necessary by the Board, reports 
        and data to the Board solely with respect to the conduct of the 
        identified activity and solely to assess whether--
                    (A) any regulation, order, standard, or guideline 
                prescribed by the Board with respect to the identified 
                activity appropriately address the risks to the 
                financial system presented by such activity; and
                    (B) the financial institutions are in compliance 
                with this subtitle and the rules and orders prescribed 
                by the Board under this subtitle with respect to the 
                identified activity.
    (c) Coordination With Appropriate Federal Supervisory Agency.--
            (1) Advance coordination.--Before directly requesting any 
        material information from, or imposing reporting or 
        recordkeeping requirements on, any financial market utility or 
        any financial institution engaged in a payment, clearing, or 
        settlement activity, the Council and the Board shall coordinate 
        with the Supervisory Agency for a financial market utility or 
        the appropriate financial regulator for a financial institution 
        to determine if the information is available from or may be 
        obtained by the agency in the form, format, or detail required 
        by the Council or the Board.
            (2) Supervisory reports.--Notwithstanding any other 
        provision of law, the Supervisory Agencies, the appropriate 
        financial regulators, the Council, and the Board are authorized 
        to disclose to each other a copy of the relevant portion of any 
        examination report or similar report regarding any financial 
        market utility or any financial institution engaged in payment, 
        clearing, or settlement activities.
    (d) Timing of Response From Appropriate Federal Supervisory 
Agency.--If the information, report, records, or data requested by the 
Council or the Board under subsection (c)(1) are not provided in full 
by the Supervisory Agency or the appropriate financial regulator within 
30 days after the date on which the material is requested, the Council 
or the Board may request the information or impose recordkeeping or 
reporting requirements directly on such persons as provided in 
subsections (a) and (b) with notice to the Supervisory Agency or the 
appropriate financial regulator.
    (e) Sharing of Information.--
            (1) Material concerns.--Notwithstanding any other provision 
        of law, the Council, the Board, the appropriate financial 
        regulator, and any Supervisory Agency are authorized to--
                    (A) promptly notify each other of material concerns 
                about an identified financial market utility or any 
                financial institution subject to the standards 
                prescribed by the Board for an identified activity; and
                    (B) share appropriate reports, information or data 
                relating to such concerns.
            (2) Other.--Notwithstanding any other provision of law, the 
        Council or the Board may, under such terms and conditions it 
        deems appropriate and subject to reasonable assurances of 
        confidentiality, provide confidential supervisory information 
        and other information obtained under this subtitle to other 
        persons it deems appropriate, including the Secretary, State 
        financial institution supervisory agencies, foreign financial 
        supervisors, foreign central banks, and foreign finance 
        ministries.
    (f) Privilege Maintained.--The Council, the Board, the appropriate 
financial regulator, the Supervisory Agency, and any financial market 
utility or financial institution providing reports or data under this 
section shall not be deemed to have waived any privilege applicable to 
those reports or data, or any portion thereof, by providing the reports 
or data to the other party or by permitting the reports or data, or any 
copies thereof, to be used by the other party.
    (g) Disclosure Exemption.--
            (1) In general.--Information obtained by the Board under 
        this section and any materials prepared by the Board in 
        connection with its supervision of identified financial market 
        utilities and identified activities, shall be confidential 
        supervisory information exempt from disclosure under section 
        552 of title 5, United States Code.
            (2) For purposes of section 552 of title 5, United States 
        Code, this subsection shall be considered a statute described 
        in subsection (b)(3) of section 552.

SEC. 1410. RULEMAKING.

    The Board is authorized to prescribe such rules and issue such 
orders as may be necessary to administer and carry out the purposes of 
this subtitle and prevent evasions thereof.

SEC. 1411. OTHER AUTHORITY.

    The authorities granted to agencies under this subtitle are in 
addition to any rulemaking, examination, enforcement, or other 
authorities that those agencies may have under other law and in no way 
shall be construed to limit such other authority, except that any 
standards imposed by the Board under section 1405 shall supersede any 
less stringent requirements established under other authority to the 
extent of any conflict.

SEC. 1412. EFFECTIVE DATE.

    This subtitle is effective as of the date of enactment.

  Subtitle F--Improvements to the Asset-backed Securitization Process

SEC. 1501. SHORT TITLE.

    This subtitle may be cited as the ``Credit Risk Retention Act of 
2009''.

SEC. 1502. CREDIT RISK RETENTION.

    The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended by 
inserting after section 28 the following new section:

``SEC. 29. CREDIT RISK RETENTION.

    ``(a) In General.--
            ``(1) Interest in loans made by creditors.--Within 180 days 
        of the date of the enactment of this section, the Federal 
        banking agencies and the Commission shall jointly prescribe 
        regulations to require any creditor that makes a loan to retain 
        an economic interest in a material portion of the credit risk 
        of any such loan that the creditor transfers, sells, or conveys 
        to a third party, including for the purpose of including such 
        loan in a pool of loans backing an issuance of asset-backed 
        securities.
            ``(2) Interest in assets backing assetbacked securities.--
        The Federal banking agencies and the Commission shall prescribe 
        regulations to require any securitizer of asset-backed 
        securities that are backed by assets not described in paragraph 
        (1) to retain an economic interest in a material portion of any 
        such asset used to back an issuance of securities.
    ``(b) Alternative Risk Retention for Credit Securitizers.--The 
Federal banking agencies and the Commission may jointly apply the risk 
retention requirements of this section to securitizers of loans or 
particular types of loans in addition to or in substitution for any or 
all of the requirements that apply to creditors that make such loans or 
types of loans, if the agencies jointly determine that applying the 
requirements to such securitizers would--
            ``(1) be consistent with helping to ensure high quality 
        underwriting standards for creditors, taking into account other 
        applicable laws, regulations, and standards; and
            ``(2) facilitate appropriate risk management practices by 
        such creditors, improve access of consumers to credit on 
        reasonable terms, or otherwise serve the public interest.
    ``(c) Standards for Regulation.--Regulations prescribed under 
subsections (a) and (b) shall--
            ``(1) prohibit a creditor or securitizer from directly or 
        indirectly hedging or otherwise transferring the credit risk 
        such creditor or securitizer is required to retain under the 
        regulations;
            ``(2) require a creditor or securitizer to retain 10 
        percent of the credit risk on any loan that is transferred, 
        sold, or conveyed by such creditor or securitized by such 
        securitizer except--
                    ``(A) if the Federal banking agencies and the 
                Commission determine the credit underwriting by the 
                creditor or the due diligence by the securitizer meets 
                such standards as the Federal banking agencies and the 
                Commission shall specify, the percentage of risk 
                retention may be less than 10 percent of the credit 
                risk, but in no case less than 5 percent of credit 
                risk; and
                    ``(B) if the Federal banking agencies and the 
                Commission determine the underwriting by the creditor 
                or due diligence by the securitizer is insufficient, 
                the percentage of risk retention may be higher than 10 
                percent;
            ``(3) specify that the credit risk retained must be no less 
        at risk for loss than the average of the credit risk not so 
        retained; and
            ``(4) set the minimum duration of the required risk 
        retention.
    ``(d) Exemptions and Adjustments.--
            ``(1) In general.--The Federal banking agencies and the 
        Commission shall have authority to jointly provide exemptions 
        or adjustments to the requirements of this section, including 
        exemptions or adjustments relating to the 10 percent risk 
        retention threshold and the hedging prohibition.
            ``(2) Applicable standards.--Any exemptions or adjustments 
        provided under paragraph (1) shall--
                    ``(A) be consistent with the purpose of ensuring 
                high quality underwriting standards for creditors, 
                taking into account other applicable laws, regulations, 
                or standards; and
                    ``(B) facilitate appropriate risk management 
                practices by such creditors, improve access for 
                consumers to credit on reasonable terms, or otherwise 
                serve the public interest.
    ``(e) Enforcement.--
            ``(1) Compliance with the requirements imposed under this 
        subchapter shall be enforced under--
                    ``(A) section 8 of the Federal Deposit Insurance 
                Act (12 U.S.C. 1818), in the case of--
                            ``(i) national banks, and Federal branches 
                        and Federal agencies of foreign banks, by the 
                        Office of the Comptroller of the Currency;
                            ``(ii) member banks of the Federal Reserve 
                        System (other than national banks), branches 
                        and agencies of foreign banks (other than 
                        Federal branches, Federal agencies, and insured 
                        State branches of foreign banks), commercial 
                        lending companies owned or controlled by 
                        foreign banks, and organizations operating 
                        under section 25 or 25(a) of the Federal 
                        Reserve Act (12 U.S.C. 601 et seq., 611 et 
                        seq.), bank holding companies, and subsidiaries 
                        of bank holding companies (other than insured 
                        depository institutions), by the Board; and
                            ``(iii) banks insured by the Federal 
                        Deposit Insurance Corporation (other than 
                        members of the Federal Reserve System) and 
                        insured State branches of foreign banks, by the 
                        Board of Directors of the Federal Deposit 
                        Insurance Corporation;
                    ``(B) section 8 of the Federal Deposit Insurance 
                Act (12 U.S.C. 1818), by the Director of the Office of 
                Thrift Supervision, in the case of a savings 
                association the deposits of which are insured by the 
                Federal Deposit Insurance Corporation and a savings and 
                loan holding company and to any subsidiary (other than 
                a bank or subsidiary of that bank); and
                    ``(C) the Federal Credit Union Act (12 U.S.C. 1751 
                et seq.), by the National Credit Union Administration 
                Board with respect to any Federal credit union.
            ``(2) Except to the extent that enforcement of the 
        requirements imposed under this subchapter is specifically 
        committed to some other Government agency under subparagraph 
        (1), the Commission shall enforce such requirements.
            ``(3) The authority of the Commission under this section 
        shall be in addition to its existing authority to enforce the 
        securities laws.
    ``(f) Definitions.--For purposes of this section:
            ``(1) The term `asset-backed security' has the meaning 
        given such term in section 229.1101(c) of title 17, Code of 
        Federal Regulations, or any successor thereto.
            ``(2) The term `Federal banking agencies' means the Board 
        of Governors of the Federal Reserve System, the Office of the 
        Comptroller of the Currency, the Office of Thrift Supervision, 
        and the Federal Deposit Insurance Corporation.
            ``(3) The term `insured depository institution' has the 
        meaning given such term in section 3(c) of the Federal Deposit 
        Insurance Act (12 U.S.C. 1813(c)).
            ``(4) The term `securitization vehicle' means a trust, 
        corporation, partnership, limited liability entity, special 
        purpose entity, or other structure that--
                    ``(A) is the issuer, or is created by the issuer, 
                of pass-through certificates, participation 
                certificates, asset-backed securities, or other similar 
                securities backed by a pool of assets that includes 
                loans; and
                    ``(B) holds such loans.
            ``(5) The term `securitizer' means the person that 
        transfers, conveys, or assigns, or causes the transfer, 
        conveyance, or assignment of, loans, including through a 
        special purpose vehicle, to any securitization vehicle, 
        excluding any trustee that holds such loans for the benefit of 
        the securitization vehicle.''.

SEC. 1503. PERIODIC AND OTHER REPORTING UNDER THE SECURITIES EXCHANGE 
              ACT OF 1934 FOR ASSET-BACKED SECURITIES.

    Section 15(d) of Securities Exchange Act of 1934 (15 U.S.C. 78o(d)) 
is amended--
            (1) by inserting ``, other than securities of any class of 
        asset-backed security (as defined in section 229.1101(c) of 
        title 17, Code of Federal Regulations, or any successor 
        thereto),'' after ``securities of each class'';
            (2) by inserting at the end the following: ``The Commission 
        may by rules and regulations provide for the suspension or 
        termination of the duty to file under this subsection for any 
        class of issuer of asset-backed security upon such terms and 
        conditions and for such period or periods as it deems necessary 
        or appropriate in the public interest or for the protection of 
        investors. The Commission may, for the purposes of this 
        subsection, classify issuers and prescribe requirements 
        appropriate for each class of issuer of asset-backed 
        security.''; and
            (3) by inserting after the fifth sentence the following: 
        ``The Commission shall adopt regulations under this subsection 
        requiring each issuer of an asset-backed security to disclose, 
        for each tranche or class of security, information regarding 
        the assets backing that security. In adopting regulations under 
        this subsection, the Commission shall set standards for the 
        format of the data provided by issuers of an asset-backed 
        security, which shall, to the extent feasible, facilitate 
        comparison of such data across securities in similar types of 
        asset classes. The Commission shall require issuers of asset-
        backed securities at a minimum to disclose asset-level or loan-
        level data necessary for investors to independently perform due 
        diligence. Asset-level or loan-level data shall include data 
        with unique identifiers relating to loan brokers or 
        originators, the nature and extent of the compensation of the 
        broker or originator of the assets backing the security, and 
        the amount of risk retention of the originator or the 
        securitizer of such assets.''.

SEC. 1504. REPRESENTATIONS AND WARRANTIES IN ASSET-BACKED OFFERINGS.

    The Commission shall prescribe regulations on the use of 
representations and warranties in the asset-backed securities market 
that--
            (1) require credit rating agencies to include in reports 
        accompanying credit ratings a description of the 
        representations, warranties, and enforcement mechanisms 
        available to investors and how they differ from 
        representations, warranties, and enforcement mechanisms in 
        similar issuances; and
            (2) require disclosure on fulfilled repurchase requests 
        across all trusts aggregated by originator, so that investors 
        may identify asset originators with clear underwriting 
        deficiencies.

SEC. 1505. EXEMPTED TRANSACTIONS UNDER THE SECURITIES ACT OF 1933.

    (a) In General.--Section 4 of the Securities Act of 1933 (15 U.S.C. 
77d) is amended--
            (1) by striking paragraph (5); and
            (2) by redesignating paragraph (6) as paragraph (5).
    (b) Conforming Amendment.--Section 3(a)(4)(B)(vii)(I) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(4)(B)(vii)(I)) is 
amended by striking ``4(6)'' and inserting ``4(5)''.

               Subtitle G--Enhanced Resolution Authority

SEC. 1601. SHORT TITLE.

    This subtitle may be cited as the ``Resolution Authority for Large, 
Interconnected Financial Companies Act of 2009''.

SEC. 1602. DEFINITIONS.

    For purposes of this subtitle, the following definitions shall 
apply:
            (1) Appropriate federal regulatory agency.--
                    (A) Corporation and commission.--The term 
                ``appropriate Federal regulatory agency'' means--
                            (i) the Corporation; and
                            (ii) the Commission, if the financial 
                        company, or an affiliate thereof, is a broker 
                        or dealer registered with the Commission under 
                        section 15(b) of the Securities Exchange Act of 
                        1934 (15 U.S.C. 78o(b) (other than an insured 
                        depository institution)).
                    (B) Rules of construction.--More than 1 agency may 
                be an appropriate Federal regulatory agency with 
                respect to any given financial company. In such 
                instances, the Commission shall be the appropriate 
                Federal regulatory agency for purposes of section 1603 
                if the largest subsidiary of the financial company is a 
                broker or dealer as measured by total assets as of the 
                end of the previous calendar quarter, and otherwise the 
                Corporation shall be the appropriate Federal regulatory 
                agency for purposes of section 1603.
            (2) Bridge financial company.--The term ``bridge financial 
        company'' means a new financial company organized in accordance 
        with section 1609(h) by the Corporation.
            (3) Commission.--The term ``Commission'' means the 
        Securities and Exchange Commission.
            (4) Corporation.--The term ``Corporation'' means the 
        Federal Deposit Insurance Corporation.
            (5) Covered financial company.--The term ``covered 
        financial company'' means a financial company for which a 
        determination has been made pursuant to and in accordance with 
        section 1603(b).
            (6) Covered subsidiary.--The term ``covered subsidiary'' 
        means a subsidiary covered in paragraph (9)(B)(iv) of this 
        section.
            (7) Customer property.--The term ``customer property'' has 
        the meaning ascribed to it in the Securities Investor 
        Protection Act of 1970.
            (8) Federal reserve board.--The term ``Federal Reserve 
        Board'' means the Board of Governors of the Federal Reserve 
        System.
            (9) Financial company.--The term ``financial company'' 
        means any company that--
                    (A) is incorporated or organized under Federal law 
                or the laws of any State; and
                    (B) is--
                            (i) a bank holding company as defined in 
                        section 2(a) of the Bank Holding Company Act of 
                        1956 (12 U.S.C. 1841(a));
                            (ii) any identified financial holding 
                        company, as defined in section 1000(b)(5), that 
                        has been subjected to heightened prudential 
                        regulation;
                            (iii) any company predominantly engaged in 
                        activities that are financial in nature or 
                        incidental thereto for purposes of section 4(k) 
                        of the Bank Holding Company Act of 1956 (12 
                        U.S.C. 1843(k)) or that have been identified 
                        for heightened prudential standards under 
                        section 1106 of this title; or
                            (iv) any subsidiary of companies described 
                        in clauses (i) through (iii) (other than an 
                        insured depository institution, any broker or 
                        dealer registered with the Commission under 
                        section 15(b) of the Securities Exchange Act of 
                        1934 (15 U.S.C. 78o(b)) that is a member of the 
                        Securities Investor Protection Corporation, or 
                        an insurance company).
            (10) Fund.--The term ``Fund'' means the Systemic Resolution 
        Fund established in accordance with section 1609(n).
            (11) Identified financial holding company.--The term 
        ``identified financial holding company'' means a financial 
        company that is subject to heightened prudential standards, as 
        defined in section 1000(b)(5) of this Act.
            (12) Insurance company.--The term ``insurance company'' 
        means a domestic insurance company, as that term is defined for 
        purposes of title 11 of the United States Code.
            (13) Secretary.--The term ``Secretary'' shall mean the 
        Secretary of the Treasury.
            (14) State.--The term ``State'' means any State, 
        commonwealth, territory, or possession of the United States, 
        the District of Columbia, the Commonwealth of Puerto Rico, the 
        Commonwealth of the Northern Mariana Islands, American Samoa, 
        Guam, and the United States Virgin Islands.
            (15) Certain other terms.--The terms ``affiliate'', 
        ``company'', ``control'', ``deposit'', ``depository 
        institution'', ``foreign bank'', ``insured depository 
        institution'', and ``subsidiary'' have the same meanings as in 
        section 3 of the Federal Deposit Insurance Act (12 U.S.C. 
        1813).

SEC. 1603. SYSTEMIC RISK DETERMINATION.

    (a) Written Recommendation of the Federal Reserve Board and the 
Appropriate Federal Regulatory Agency.--
            (1) Vote required.--At the request of the Secretary or the 
        Chairman of the Federal Reserve Board or, in cases where an 
        financial company has a broker or dealer as its largest 
        subsidiary as measured by total assets as of the end of the 
        previous calendar quarter, the Commission, the Federal Reserve 
        Board and the appropriate Federal regulatory agency shall, or 
        on their own initiative the Federal Reserve Board and the 
        appropriate Federal regulatory agency may, consider whether to 
        make the written recommendation provided for in paragraph (2) 
        with respect to a financial company that is an identified 
        financial holding company, which recommendation shall be made 
        upon a vote of not less than two-thirds of the members of the 
        Federal Reserve Board then serving and two-thirds of the 
        members of the board or of the commission then serving of the 
        appropriate Federal regulatory agency, as applicable.
            (2) Recommendation required.--Any written recommendations 
        made by the Federal Reserve Board and the appropriate Federal 
        regulatory agency under paragraph (1) shall contain the 
        following:
                    (A) A description of the effect that the default of 
                the identified financial holding company would have on 
                economic conditions or financial stability in the 
                United States.
                    (B) A recommendation regarding the nature and the 
                extent of actions that the Board and the appropriate 
                Federal regulatory agency recommend be taken under 
                section 1604 regarding the identified financial holding 
                company.
    (b) Determination by the Secretary.--Notwithstanding any other 
provision of Federal law or the law of any State, if, upon the written 
recommendation of the Federal Reserve Board and the board of directors 
or commission of the appropriate Federal regulatory agency as provided 
for in subsection (a)(1), the Secretary (in consultation with the 
President) determines that--
            (1) the identified financial holding company is in default 
        or is in danger of default;
            (2) the failure of the identified financial holding company 
        and its resolution under otherwise applicable Federal or State 
        law would have serious adverse effects on financial stability 
        or economic conditions in the United States; and
            (3) any action under section 1604 would avoid or mitigate 
        such adverse effects, taking into consideration the 
        effectiveness of the action in mitigating potential adverse 
        effects on the financial system or economic conditions, the 
        cost to the general fund of the Treasury, and the potential to 
        increase moral hazard on the part of creditors, counterparties, 
        and shareholders in the identified financial holding company,
then the Secretary must take action under section 1604(a), the 
Corporation must act in accordance with section 1604(b), and the 
Corporation may take one or more actions specified in section 1604(c) 
in accordance with the requirements of that subsection.
    (c) Documentation and Review.--
            (1) In general.--The Secretary shall--
                    (A) document any determination under subsection 
                (b); and
                    (B) retain the documentation for review under 
                paragraph (2).
            (2) GAO review.--The Comptroller General of the United 
        States shall review and report to the Congress on any 
        determination under subsection (b), including--
                    (A) the basis for the determination;
                    (B) the purpose for which any action was taken 
                pursuant thereto; and
                    (C) the likely effect of the determination and such 
                action on the incentives and conduct of identified 
                financial holding companies and their creditors, 
                counterparties, and shareholders.
            (3) Report to congress.--Within 30 days after a 
        determination is made under subsection (b), the Secretary shall 
        provide written notice of the determination to the Committee on 
        Banking, Housing, and Urban Affairs of the Senate and the 
        Committee on Financial Services of the House of 
        Representatives. The notice shall include a description of the 
        basis for the determination.
    (d) Default or in Danger of Default.--For purposes of subsection 
(b), an identified financial holding company shall be considered to be 
in default or in danger of default if any of the following conditions 
exist, as determined in accordance with that subsection:
            (1) A case has been, or likely will promptly be, commenced 
        with respect to the identified financial holding company under 
        title 11, United States Code.
            (2) The identified financial holding company is critically 
        undercapitalized, as such term has been or may be defined by 
        the Federal Reserve Board.
            (3) The identified financial holding company has incurred, 
        or is likely to incur, losses that will deplete all or 
        substantially all of its capital, and there is no reasonable 
        prospect for the company to avoid such depletion without 
        assistance under section 1604.
            (4) The identified financial holding company's assets are, 
        or are likely to be, less than its obligations to creditors and 
        others.
            (5) The identified financial holding company is, or is 
        likely to be, unable to pay its obligations (other than those 
        subject to a bona fide dispute) in the normal course of 
        business.

SEC. 1604. RESOLUTION; STABILIZATION.

    (a) Appointment of Receiver.--Upon the Secretary making a 
determination in accordance with section 1603(b), the Secretary shall 
appoint the Corporation as receiver or qualified receiver for the 
covered financial company. There shall be a strong presumption that the 
Secretary will appoint the Corporation as receiver. The presumption may 
be overcome only if the Secretary, the Federal Reserve Board, and the 
Corporation agree that the appointment of a qualified receiver is 
necessary to avoid or mitigate serious adverse effects on financial 
stability.
    (b) Consultation.--The Corporation, as receiver or qualified 
receiver--
            (1) shall consult with the regulators of the covered 
        financial company and its covered subsidiaries for purposes of 
        ensuring an orderly resolution of the covered financial 
        company;
            (2) may consult with, or under section 1609(a)(1)(B)(v) or 
        section 1609(a)(1)(K) acquire services of, any outside experts 
        as appropriate to inform and aid the Corporation in the 
        resolution process; and
            (3) shall consult with the primary regulators of any 
        subsidiaries of the covered financial company that are not 
        covered subsidiaries as described in section 1602(9)(B)(iv) and 
        coordinate with such regulators regarding the treatment of such 
        solvent subsidiaries and the separate resolution of any such 
        insolvent subsidiaries under other governmental authority, as 
        appropriate.
    (c) Emergency Stabilization After Appointment of Receiver or 
Qualified Receiver.--Upon the Secretary appointing the Corporation as 
receiver or qualified receiver under subsection (a), the Corporation 
may, in its corporate capacity and as an agency of the United States, 
with the approval of the Secretary and subject to the conditions in 
subsections (d) through (e), take the following actions under such 
terms and conditions that the Corporation and the Secretary jointly 
deem appropriate:
            (1) Making loans to, or purchasing any debt obligation of, 
        the covered financial company or any covered subsidiary.
            (2) Purchasing assets of the covered financial company or 
        any covered subsidiary directly or through an entity 
        established by the Corporation for such purpose.
            (3) Assuming or guaranteeing the obligations of the covered 
        financial company or any covered subsidiary to one or more 
        third parties.
            (4) Acquiring any type of equity interest or security of 
        the covered financial company or any covered subsidiary.
            (5) Taking a lien on any or all assets of the covered 
        financial company or any covered subsidiary, including a first 
        priority lien on all unencumbered assets of the company or any 
        covered subsidiary to secure repayment of any transactions 
        conducted under this subsection.
            (6) Selling or transferring all, or any part thereof, of 
        such acquired assets, liabilities, obligations, equity 
        interests or securities of the covered financial company or any 
        covered subsidiary.
    (d) Mandatory Terms and Conditions for All Stabilization Actions.--
The Corporation as receiver or qualified receiver is authorized to take 
the stabilization actions listed in subsection (c) only if--
            (1) the Secretary and the Corporation determine that such 
        action is necessary for the purpose of financial stability and 
        not for the purpose of preserving the covered financial 
        company;
            (2) the Corporation ensures that the shareholders of a 
        covered financial company do not receive payment until after 
        all other claims are fully paid;
            (3) the Corporation ensures that unsecured creditors bear 
        losses; and
            (4) the Corporation ensures that management responsible for 
        the failed condition of the covered financial company is 
        removed (if such management has not already been removed at the 
        time the Corporation is appointed as receiver or qualified 
        receiver).
    (e) Recoupment of Funds Expended for Systemic Stabilization 
Purposes.--Amounts expended from the Fund by the Corporation under this 
section shall be repaid in full to the Fund from the following sources:
            (1) Resolution process.--Amounts attributable to--
                    (A) the proceeds of the sale of, or income from, 
                the assets of the covered financial company; and
                    (B) the proceeds of the transfer of any securities 
                obtained under subsection (c).
            (2) Industry assessments.--If the sources described in 
        paragraph (1) are insufficient to repay the amount of the 
        stabilization action in full, the difference shall be recouped 
        through assessments on financial companies in accordance with 
        section 1609(o).

SEC. 1605. JUDICIAL REVIEW.

    If a receiver or qualified receiver is appointed, the covered 
financial company may, not later than 30 days thereafter, bring an 
action in the United States district court for the judicial district in 
which the home office of such covered financial company is located, or 
in the United States District Court for the District of Columbia, for 
an order requiring that the receiver or qualified receiver be removed, 
and the court shall, upon the merits, dismiss such action or direct the 
receiver or qualified receiver to be removed. Review of such an action 
shall be limited to the appointment of a receiver or qualified receiver 
under section 1604.

SEC. 1606. DIRECTORS NOT LIABLE FOR ACQUIESCING IN APPOINTMENT OF 
              RECEIVER OR QUALIFIED RECEIVER.

    The members of the board of directors (or body performing similar 
functions) of a covered financial company shall not be liable to the 
covered financial company's shareholders or creditors for acquiescing 
in or consenting in good faith to--
            (1) the Secretary's appointment of the Corporation as 
        receiver or qualified receiver for the covered financial 
        company under section 1604; or
            (2) an acquisition, combination, or transfer of assets or 
        liabilities under section 1609.

SEC. 1607. TERMINATION AND EXCLUSION OF OTHER ACTIONS.

    The Corporation's acting as receiver or qualified receiver for a 
covered financial company under this title shall immediately, and by 
operation of law, terminate any case commenced with respect to the 
covered financial company under title 11, United States Code, or any 
proceeding under any State insolvency law with respect to the covered 
financial company, and no such case or proceeding may be commenced with 
respect to the covered financial company at any time while the 
Corporation acts as receiver or qualified receiver for the covered 
financial company.

SEC. 1608. RULEMAKING.

    The Corporation may prescribe such rules or regulations it 
considers necessary or appropriate to implement the provisions of this 
title.

SEC. 1609 POWERS AND DUTIES OF CORPORATION.

    (a) Powers and Authorities.--
            (1) General powers.--
                    (A) Successor to covered financial company.--The 
                Corporation shall, upon appointment as receiver or 
                qualified receiver for a covered financial company 
                under section 1604, and by operation of law, succeed 
                to--
                            (i) all rights, titles, powers, and 
                        privileges of the covered financial company, 
                        and of any stockholder, member, officer, or 
                        director of such institution with respect to 
                        the covered financial company and the assets of 
                        the covered financial company; and
                            (ii) title to the books, records, and 
                        assets of any previous receiver or other legal 
                        custodian of such covered financial company.
                    (B) Operate the covered financial company.--The 
                Corporation as receiver or qualified receiver for a 
                covered financial company may--
                            (i) take over the assets of and operate the 
                        covered financial company with all the powers 
                        of the members or shareholders, the directors, 
                        and the officers of the covered financial 
                        company and conduct all business of the covered 
                        financial company;
                            (ii) collect all obligations and money due 
                        the covered financial company;
                            (iii) perform all functions of the covered 
                        financial company in the name of the covered 
                        financial company;
                            (iv) preserve and conserve the assets and 
                        property of the covered financial company; and
                            (v) provide by contract for assistance in 
                        fulfilling any function, activity, action, or 
                        duty of the Corporation as receiver or 
                        qualified receiver.
                    (C) Functions of covered financial company's 
                officers, directors, and shareholders.--
                            (i) In general.--The Corporation may 
                        provide for the exercise of any function by any 
                        member or stockholder, director, or officer of 
                        any covered financial company for which the 
                        Corporation has been appointed as receiver or 
                        qualified receiver under this section.
                            (ii) Presumption.--There shall be a strong 
                        presumption that the Corporation, as receive or 
                        qualified receiver, will remove management 
                        responsible for the failed condition of the 
                        covered financial company (if such management 
                        has not already been removed at the time the 
                        Corporation is appointed as receiver or 
                        qualified receiver).
                    (D) Powers of and duration as qualified receiver.--
                            (i) In general.--The Corporation may, as 
                        qualified receiver, and subject to all legally 
                        enforceable and perfected security interests in 
                        the assets of the covered financial company, 
                        take such action as may be--
                                    (I) necessary to put the covered 
                                financial company in a sound and 
                                solvent condition; and
                                    (II) appropriate to carry on the 
                                business of the covered financial 
                                company and preserve and conserve the 
                                assets and property of the covered 
                                financial company.
                            (ii) Duration.--The status of the 
                        Corporation as qualified receiver shall 
                        terminate at the end of the 2-year period 
                        following the date of its appointment as 
                        qualified receiver, unless the Corporation, 
                        with the approval of the Secretary and the 
                        Federal Reserve Board, terminates the qualified 
                        receivership before the end of the 2-year 
                        period. At the end of the two-year period, the 
                        qualified receivership shall become a 
                        receivership with the Corporation as receiver.
                            (iii) Extension of qualified 
                        receivership.--The Corporation may, with the 
                        approval of the Secretary and the Federal 
                        Reserve Board, extend the qualified 
                        receivership for 3 additional 1-year periods 
                        beyond the initial two-year period if necessary 
                        to promote financial stability.
                    (E) Additional powers as receiver.--The Corporation 
                may, as receiver, and subject to all legally 
                enforceable and perfected security interests, place the 
                covered financial company in liquidation and proceed to 
                realize upon the assets of the covered financial 
                company in such manner as the Corporation deems 
                appropriate, including through the sale of assets, the 
                transfer of assets to a bridge financial company 
                established under subsection (h), or the exercise of 
                any other rights or privileges granted to the receiver 
                under this section.
                    (F) Organization of new companies.--The Corporation 
                as receiver may organize a bridge financial company 
                under subsection (h).
                    (G) Merger; transfer of assets and liabilities.--
                            (i) In general.--Subject to clause (ii), 
                        the Corporation as receiver or qualified 
                        receiver may--
                                    (I) merge the covered financial 
                                company with another company; or
                                    (II) transfer any asset or 
                                liability of the covered financial 
                                company (including assets and 
                                liabilities associated with any trust 
                                or custody business) without obtaining 
                                any approval, assignment, or consent 
                                with respect to such transfer.
                            (ii) Federal agency approval; antitrust 
                        review.--
                                    (I) In general.--If a transaction 
                                described in clause (i) requires 
                                approval by a Federal agency, the 
                                transaction may not be consummated 
                                before the 5th calendar day after the 
                                date of approval by the Federal agency 
                                responsible for such approval with 
                                respect thereto. If, in connection with 
                                any such approval, a report on 
                                competitive factors is required, the 
                                Federal agency responsible for such 
                                approval shall promptly notify the 
                                Attorney General of the proposed 
                                transaction and the Attorney General 
                                shall provide the required report 
                                within 10 days of the request. If a 
                                filing is required under the Hart 
                                Scott-Rodino Antitrust Improvements Act 
                                of 1976 with the Department of Justice 
                                or the Federal Trade Commission, the 
                                waiting period shall expire not later 
                                than the 30th day following such filing 
                                notwithstanding any other provision of 
                                Federal law or any attempt by any 
                                Federal agency to extend such waiting 
                                period, and no further request for 
                                information by any Federal agency shall 
                                be permitted.
                                    (II) Emergency.--If the Secretary 
                                in consultation with the Chairman of 
                                the Federal Reserve Board has found 
                                that the Corporation must act 
                                immediately to prevent the probable 
                                failure of 1 or more of the covered 
                                financial companies involved, the 
                                approvals and filings referred to in 
                                subclause (I) shall not be required and 
                                the transactions may be consummated 
                                immediately by the Corporation.
                    (H) Payment of valid obligations.--The Corporation, 
                as receiver or qualified receiver, shall, to the extent 
                funds are available, pay all valid obligations of the 
                covered financial company that are due and payable at 
                the time of the appointment of the Corporation as 
                receiver or qualified receiver in accordance with the 
                prescriptions and limitations of this title.
                    (I) Subpoena authority.--
                            (i) In general.--The Corporation may, for 
                        purposes of carrying out any power, authority, 
                        or duty with respect to a covered financial 
                        company (including determining any claim 
                        against the covered financial company and 
                        determining and realizing upon any asset of any 
                        person in the course of collecting money due 
                        the covered financial company), exercise any 
                        power established under section 8(n) of the 
                        Federal Deposit Insurance Act as if the covered 
                        financial company were an insured depository 
                        institution.
                            (ii) Rule of construction.--This section 
                        shall not be construed as limiting any rights 
                        that the Corporation, in any capacity, might 
                        otherwise have to exercise any powers described 
                        in clause (i) under any other provision of law.
                    (J) Incidental powers.--The Corporation, as 
                receiver or qualified receiver, may--
                            (i) exercise all powers and authorities 
                        specifically granted to receivers or qualified 
                        receivers under this section and such 
                        incidental powers as shall be necessary to 
                        carry out such powers; and
                            (ii) take any action authorized by this 
                        section, which the Corporation determines is in 
                        the best interests of the covered financial 
                        company, its customers, its creditors, its 
                        counterparties, or the stability of the 
                        financial system.
                    (K) Utilization of private sector.--In carrying out 
                its responsibilities in the management and disposition 
                of assets from a covered financial company, the 
                Corporation, as receiver or qualified receiver, may 
                utilize the services of private persons, including real 
                estate and loan portfolio asset management, property 
                management, auction marketing, legal, and brokerage 
                services, if such services are available in the private 
                sector and the Corporation determines utilization of 
                such services is practicable, efficient, and cost 
                effective.
                    (L) Shareholders and creditors of covered financial 
                company.--Notwithstanding any other provision of law, 
                the Corporation as receiver or qualified receiver for a 
                covered financial company pursuant to this section and 
                its succession, by operation of law, to the rights, 
                titles, powers, and privileges described in 
                subparagraph (A) shall terminate all rights and claims 
                that the stockholders and creditors of the covered 
                financial company may have against the assets of the 
                covered financial company or the Corporation arising 
                out of their status as stockholders or creditors, 
                except for their right to payment, resolution, or other 
                satisfaction of their claims, as permitted under this 
                section. The Corporation shall ensure that shareholders 
                and unsecured creditors bear losses, consistent with 
                the priority of claims provision s in section 1609(b).
                    (M) Coordination with foreign financial 
                authorities.--The Corporation as receiver or qualified 
                receiver for a covered financial company shall 
                coordinate with the appropriate foreign financial 
                authorities regarding the resolution of subsidiaries of 
                the covered financial company that are established in a 
                country other than the United States.
            (2) Authority of corporation to determine claims.--
                    (A) In general.--The Corporation may, as receiver, 
                determine claims in accordance with the requirements of 
                this subsection and regulations prescribed under 
                paragraph (3).
                    (B) Notice requirements.--The receiver, in any case 
                involving the liquidation or winding up of the affairs 
                of a covered financial company, shall--
                            (i) promptly publish a notice to the 
                        covered financial company's creditors to 
                        present their claims, together with proof, to 
                        the receiver by a date specified in the notice 
                        which shall be not less than 90 days after the 
                        publication of such notice; and
                            (ii) republish such notice approximately 1 
                        month and 2 months, respectively, after the 
                        publication under clause (i).
                    (C) Mailing required.--The receiver shall mail a 
                notice similar to the notice published under 
                subparagraph (B)(i) at the time of such publication to 
                any creditor shown on the covered financial company's 
                books--
                            (i) at the creditor's last address 
                        appearing in such books; or
                            (ii) upon discovery of the name and address 
                        of a claimant not appearing on the covered 
                        financial company's books, within 30 days after 
                        the discovery of such name and address.
            (3) Rulemaking authority relating to determination of 
        claims.--
                    (A) In general.--Subject to subsection (b), the 
                Corporation shall prescribe rules and regulations 
                regarding the allowance or disallowance of claims by 
                the Corporation and providing for administrative 
                determination of claims and review of such 
                determination.
                    (B) Existing rules.--The Corporation may elect to 
                use the regulations adopted pursuant to the provisions 
                of section 11 of the Federal Deposit Insurance Act with 
                respect to the determination of claims for a covered 
                financial company as if the covered financial company 
                were an insured depository institution.
            (4) Procedures for determination of claims.--
                    (A) Determination period.--
                            (i) In general.--Before the end of the 180-
                        day period beginning on the date any claim 
                        against a covered financial company is filed 
                        with the Corporation as receiver, the 
                        Corporation shall determine whether to allow or 
                        disallow the claim and shall notify the 
                        claimant of any determination with respect to 
                        such claim.
                            (ii) Extension of time.--The period 
                        described in clause (i) may be extended by a 
                        written agreement between the claimant and the 
                        Corporation.
                            (iii) Mailing of notice sufficient.--The 
                        requirements of clause (i) shall be deemed to 
                        be satisfied if the notice of any determination 
                        with respect to any claim is mailed to the last 
                        address of the claimant which appears--
                                    (I) on the covered financial 
                                company's books;
                                    (II) in the claim filed by the 
                                claimant; or
                                    (III) in documents submitted in 
                                proof of the claim.
                            (iv) Contents of notice of disallowance.--
                        If any claim filed under clause (i) is 
                        disallowed, the notice to the claimant shall 
                        contain--
                                    (I) a statement of each reason for 
                                the disallowance; and
                                    (II) the procedures available for 
                                obtaining agency review of the 
                                determination to disallow the claim or 
                                judicial determination of the claim.
                    (B) Allowance of proven claim.--The Corporation 
                shall allow any claim received on or before the date 
                specified in the notice published under paragraph 
                (2)(B)(i) by the Corporation from any claimant which is 
                proved to the satisfaction of the Corporation.
                    (C) Disallowance of claims filed after end of 
                filing period.--
                            (i) In general.--Except as provided in 
                        clause (ii), claims filed after the date 
                        specified in the notice published under 
                        paragraph (2)(B)(i) shall be disallowed and 
                        such disallowance shall be final.
                            (ii) Certain exceptions.--Clause (i) shall 
                        not apply with respect to any claim filed by 
                        any claimant after the date specified in the 
                        notice published under paragraph (2)(B)(i) and 
                        such claim may be considered by the receiver 
                        if--
                                    (I) the claimant did not receive 
                                notice of the appointment of the 
                                receiver in time to file such claim 
                                before such date; and
                                    (II) such claim is filed in time to 
                                permit payment of such claim.
                    (D) Authority to disallow claims.--
                            (i) In general.--The Corporation may 
                        disallow any portion of any claim by a creditor 
                        or claim of security, preference, or priority 
                        which is not proved to the satisfaction of the 
                        Corporation.
                            (ii) Payments to less than fully secured 
                        creditors.--In the case of a claim of a 
                        creditor against a covered financial company 
                        which is secured by any property or other asset 
                        of such covered financial company, the 
                        receiver--
                                    (I) may treat the portion of such 
                                claim which exceeds an amount equal to 
                                the fair market value of such property 
                                or other asset as an unsecured claim 
                                against the covered financial company; 
                                and
                                    (II) may not make any payment with 
                                respect to such unsecured portion of 
                                the claim other than in connection with 
                                the disposition of all claims of 
                                unsecured creditors of the covered 
                                financial company.
                            (iii) Exceptions.--No provision of this 
                        paragraph shall apply with respect to--
                                    (I) any extension of credit from 
                                any Federal Reserve bank, or the 
                                Corporation, to any covered financial 
                                company; or
                                    (II) subject to clause (ii), any 
                                legally enforceable or perfected 
                                security interest in the assets of the 
                                covered financial company securing any 
                                such extension of credit.
                    (E) No judicial review of determination pursuant to 
                subparagraph (d).--No court may review the Corporation 
                determination pursuant to subparagraph (D) to disallow 
                a claim.
                    (F) Legal effect of filing.--
                            (i) Statute of limitation tolled.--For 
                        purposes of any applicable statute of 
                        limitations, the filing of a claim with the 
                        Corporation shall constitute a commencement of 
                        an action.
                            (ii) No prejudice to other actions.--
                        Subject to paragraph (9), the filing of a claim 
                        with the Corporation shall not prejudice any 
                        right of the claimant to continue any action 
                        which was filed before the appointment of the 
                        Corporation as receiver for the covered 
                        financial company.
            (5) Provision for judicial determination of claims.--
                    (A) In general.--Before the end of the 60-day 
                period beginning on the earlier of--
                            (i) the end of the period described in 
                        paragraph (4)(A)(i) (or, if extended by 
                        agreement of the Corporation and the claimant, 
                        the period described in paragraph (4)(A)(ii)) 
                        with respect to any claim against a covered 
                        financial company for which the Corporation is 
                        receiver; or
                            (ii) the date of any notice of disallowance 
                        of such claim pursuant to paragraph (4)(A)(i),
                the claimant may file suit on a claim (or continue an 
                action commenced before the appointment of the 
                receiver) in the district or territorial court of the 
                United States for the district within which the covered 
                financial company's principal place of business is 
                located or the United States District Court for the 
                District of Columbia (and such court shall have 
                jurisdiction to hear such claim).
                    (B) Statute of limitations.--If any claimant fails 
                to file suit on such claim (or continue an action 
                commenced before the appointment of the receiver) 
                before the end of the 60-day period described in 
                subparagraph (A), the claim shall be deemed to be 
                disallowed (other than any portion of such claim which 
                was allowed by the receiver) as of the end of such 
                period, such disallowance shall be final, and the 
                claimant shall have no further rights or remedies with 
                respect to such claim.
            (6) Expedited determination of claims.--
                    (A) Establishment required.--The Corporation shall 
                establish a procedure for expedited relief outside of 
                the routine claims process established under paragraph 
                (4) for claimants who--
                            (i) allege the existence of legally valid 
                        and enforceable or perfected security interests 
                        in assets of any covered financial company for 
                        which the Corporation has been appointed as 
                        receiver; and
                            (ii) allege that irreparable injury will 
                        occur if the routine claims procedure is 
                        followed.
                    (B) Determination period.--Before the end of the 
                90-day period beginning on the date any claim is filed 
                in accordance with the procedures established pursuant 
                to subparagraph (A), the Corporation shall--
                            (i) determine--
                                    (I) whether to allow or disallow 
                                such claim; or
                                    (II) whether such claim should be 
                                determined pursuant to the procedures 
                                established pursuant to paragraph (4); 
                                and
                            (ii) notify the claimant of the 
                        determination, and if the claim is disallowed, 
                        provide a statement of each reason for the 
                        disallowance and the procedure for obtaining 
                        judicial determination.
                    (C) Period for filing or renewing suit.--Any 
                claimant who files a request for expedited relief shall 
                be permitted to file a suit, or to continue such a suit 
                filed before the appointment of the Corporation as 
                receiver, seeking a determination of the claimant's 
                rights with respect to such security interest after the 
                earlier of--
                            (i) the end of the 90-day period beginning 
                        on the date of the filing of a request for 
                        expedited relief; or
                            (ii) the date the Corporation denies the 
                        claim.
                    (D) Statute of limitations.--If an action described 
                in subparagraph (C) is not filed, or the motion to 
                renew a previously filed suit is not made, before the 
                end of the 30-day period beginning on the date on which 
                such action or motion may be filed in accordance with 
                subparagraph (B), the claim shall be deemed to be 
                disallowed as of the end of such period (other than any 
                portion of such claim which was allowed by the 
                receiver), such disallowance shall be final, and the 
                claimant shall have no further rights or remedies with 
                respect to such claim.
                    (E) Legal effect of filing.--
                            (i) Statute of limitation tolled.--For 
                        purposes of any applicable statute of 
                        limitations, the filing of a claim with the 
                        receiver shall constitute a commencement of an 
                        action.
                            (ii) No prejudice to other actions.--
                        Subject to paragraph (9), the filing of a claim 
                        with the receiver shall not prejudice any right 
                        of the claimant to continue any action which 
                        was filed before the appointment of the 
                        Corporation as receiver for the covered 
                        financial company.
            (7) Agreements against interest of the receiver.--No 
        agreement that tends to diminish or defeat the interest of the 
        Corporation as receiver in any asset acquired by the receiver 
        under this section shall be valid against the receiver unless 
        such agreement is in writing and executed by an authorized 
        officer or representative of the covered financial company.
            (8) Payment of claims.--
                    (A) In general.--The Corporation as receiver may, 
                in its discretion and to the extent funds are 
                available, pay creditor claims, in such manner and 
                amounts as are authorized under this section, which 
                are--
                            (i) allowed by the receiver;
                            (ii) approved by the Corporation pursuant 
                        to a final determination pursuant to paragraph 
                        (6); or
                            (iii) determined by the final judgment of 
                        any court of competent jurisdiction.
                    (B) Payment of dividends on claims.--The receiver 
                may, in the receiver's sole discretion and to the 
                extent otherwise permitted by this section, pay 
                dividends on proven claims at any time, and no 
                liability shall attach to the Corporation (in the 
                Corporation's capacity as receiver), by reason of any 
                such payment, for failure to pay dividends to a 
                claimant whose claim is not proved at the time of any 
                such payment.
                    (C) Rulemaking authority of corporation.--The 
                Corporation may prescribe such rules, including 
                definitions of terms, as it deems appropriate to 
                establish a single uniform interest rate for, or to 
                make payments of post insolvency interest to creditors 
                holding proven claims against the receivership estates 
                of a covered financial company following satisfaction 
                by the receiver of the principal amount of all creditor 
                claims.
            (9) Suspension of legal actions.--
                    (A) In general.--After the appointment of the 
                Corporation as receiver or qualified receiver for a 
                covered financial company, the Corporation may request 
                a stay for a period not to exceed--
                            (i) 45 days, in the case of any qualified 
                        receiver; and
                            (ii) 90 days, in the case of any receiver,
                in any noncriminal judicial action or proceeding to 
                which such covered financial company is or becomes a 
                party.
                    (B) Grant of stay by all courts required.--Upon 
                receipt of a request by the Corporation pursuant to 
                subparagraph (A) for a stay of any non-criminal 
                judicial action or proceeding in any court with 
                jurisdiction of such action or proceeding, the court 
                shall grant such stay as to all parties.
            (10) Additional rights and duties.--
                    (A) Prior final adjudication.--The Corporation 
                shall abide by any final unappealable judgment of any 
                court of competent jurisdiction which was rendered 
                before the appointment of the Corporation as receiver 
                or qualified receiver.
                    (B) Rights and remedies of receiver.--In the event 
                of any appealable judgment, the Corporation as receiver 
                or qualified receiver shall--
                            (i) have all the rights and remedies 
                        available to the covered financial company 
                        (before the appointment of the receiver or 
                        qualified receiver under section 1604) and the 
                        Corporation, including but not limited to 
                        removal to Federal court and all appellate 
                        rights; and
                            (ii) not be required to post any bond in 
                        order to pursue such remedies.
                    (C) No attachment or execution.--No attachment or 
                execution may issue by any court upon assets in the 
                possession of the receiver.
                    (D) Limitation on judicial review.--Except as 
                otherwise provided in this subsection, no court shall 
                have jurisdiction over--
                            (i) any claim or action for payment from, 
                        or any action seeking a determination of rights 
                        with respect to, the assets of any covered 
                        financial company for which the Corporation has 
                        been appointed receiver, including any assets 
                        which the Corporation may acquire from itself 
                        as such receiver; or
                            (ii) any claim relating to any act or 
                        omission of such covered financial company or 
                        the Corporation as receiver.
                    (E) Disposition of assets.--In exercising any 
                right, power, privilege, or authority as receiver or 
                qualified receiver in connection with any covered 
                financial company for which the Corporation is acting 
                as receiver or qualified receiver under this section, 
                the Corporation shall, to the greatest extent 
                practicable, conduct its operations in a manner which--
                            (i) maximizes the net present value return 
                        from the sale or disposition of such assets;
                            (ii) minimizes the amount of any loss 
                        realized in the resolution of cases;
                            (iii) minimizes the cost to the general 
                        fund of the Treasury;
                            (iv) mitigates the potential for serious 
                        adverse effects to the financial system and the 
                        U.S. economy;
                            (v) ensures timely and adequate competition 
                        and fair and consistent treatment of offerors; 
                        and
                            (vi) prohibits discrimination on the basis 
                        of race, sex, or ethnic groups in the 
                        solicitation and consideration of offers.
            (11) Statute of limitations for actions brought by 
        receiver.--
                    (A) In general.--Notwithstanding any provision of 
                any contract, the applicable statute of limitations 
                with regard to any action brought by the Corporation as 
                receiver or qualified receiver shall be--
                            (i) in the case of any contract claim, the 
                        longer of--
                                    (I) the 6-year period beginning on 
                                the date the claim accrues; or
                                    (II) the period applicable under 
                                State law; and
                            (ii) in the case of any tort claim, the 
                        longer of--
                                    (I) the 3-year period beginning on 
                                the date the claim accrues; or
                                    (II) the period applicable under 
                                State law.
                    (B) Determination of the date on which a claim 
                accrues.--For purposes of subparagraph (A), the date on 
                which the statute of limitations begins to run on any 
                claim described in such subparagraph shall be the later 
                of--
                            (i) the date of the appointment of the 
                        Corporation as receiver or qualified receiver 
                        under this title; or
                            (ii) the date on which the cause of action 
                        accrues.
                    (C) Revival of expired state causes of action.--
                            (i) In general.--In the case of any tort 
                        claim described in clause (ii) for which the 
                        statute of limitation applicable under State 
                        law with respect to such claim has expired not 
                        more than 5 years before the appointment of the 
                        Corporation as receiver or qualified receiver, 
                        the Corporation may bring an action as receiver 
                        or qualified receiver on such claim without 
                        regard to the expiration of the statute of 
                        limitation applicable under State law.
                            (ii) Claims described.--A tort claim 
                        referred to in clause (i) is a claim arising 
                        from fraud, intentional misconduct resulting in 
                        unjust enrichment, or intentional misconduct 
                        resulting in substantial loss to the covered 
                        financial company.
            (12) Fraudulent transfers.--
                    (A) In general.--The Corporation, as receiver or 
                qualified receiver for any covered financial company, 
                may avoid a transfer of any interest of an institution 
                affiliated party, or any person who the Corporation 
                determines is a debtor of the covered financial 
                company, in property, or any obligation incurred by 
                such party or person, that was made within 5 years of 
                the date on which the Corporation was appointed 
                receiver or qualified receiver if such party or person 
                voluntarily or involuntarily made such transfer or 
                incurred such liability with the intent to hinder, 
                delay, or defraud the covered financial company or the 
                Corporation.
                    (B) Right of recovery.--To the extent a transfer is 
                avoided under subparagraph (A), the Corporation may 
                recover, for the benefit of the covered financial 
                company, the property transferred or, if a court so 
                orders, the value of such property (at the time of such 
                transfer) from--
                            (i) the initial transferee of such transfer 
                        or the institution-affiliated party or person 
                        for whose benefit such transfer was made; or
                            (ii) any immediate or mediate transferee of 
                        any such initial transferee.
                    (C) Rights of transferee or obligee.--The 
                Corporation may not recover under subparagraph (B)--
                            (i) any transfer that takes for value, 
                        including satisfaction or securing of a present 
                        or antecedent debt, in good faith, or
                            (ii) any immediate or mediate good faith 
                        transferee of such transferee.
                    (D) Rights under this subsection.--The rights of 
                the Corporation as receiver or qualified receiver of a 
                covered financial company under this subsection shall 
                be superior to any rights of a trustee or any other 
                party (other than any party which is a Federal agency) 
                under title 11, United States Code.
                    (E) Definition.--For purposes of this subsection, 
                the term ``institution affiliated party'' means--
                            (i) any director, officer, employee, or 
                        controlling stockholder of, or agent for, a 
                        covered financial company;
                            (ii) any shareholder, consultant, joint 
                        venture partner, and any other person as 
                        determined by the Corporation (by regulation or 
                        otherwise) who participates in the conduct of 
                        the affairs of a covered financial company; and
                            (iii) any independent contractor (including 
                        any attorney, appraiser, or accountant) who 
                        knowingly or recklessly participates in--
                                    (I) any violation of any law or 
                                regulation;
                                    (II) any breach of fiduciary duty; 
                                or
                                    (III) any unsafe or unsound 
                                practice,
                        which caused or is likely to cause more than a 
                        minimal financial loss to, or a significant 
                        adverse effect on, the covered financial 
                        company.
            (13) Attachment of assets and other injunctive relief.--
        Subject to paragraph (14), any court of competent jurisdiction 
        may, at the request of the Corporation, issue an order in 
        accordance with rule 65 of the Federal Rules of Civil 
        Procedure, including an order placing the assets of any person 
        designated by the Corporation under the control of the court 
        and appointing a trustee to hold such assets.
            (14) Standards.--
                    (A) Showing.--Rule 65 of the Federal Rules of Civil 
                Procedure shall apply with respect to any proceeding 
                under paragraph (13) without regard to the requirement 
                of such rule that the applicant show that the injury, 
                loss, or damage is irreparable and immediate.
                    (B) State proceeding.--If, in the case of any 
                proceeding in a State court, the court determines that 
                rules of civil procedure available under the laws of 
                such State provide substantially similar protections to 
                such party's right to due process as rule 65 (as 
                modified with respect to such proceeding by 
                subparagraph (A)), the relief sought by the Corporation 
                pursuant to paragraph (14) may be requested under the 
                laws of such State.
            (15) Treatment of claims arising from breach of contracts 
        executed by the corporation as receiver or qualified 
        receiver.--Notwithstanding any other provision of this 
        subsection, any final and unappealable judgment for monetary 
        damages entered against the Corporation as receiver or 
        qualified receiver for a covered financial company for the 
        breach of an agreement executed or approved by the Corporation 
        after the date of its appointment shall be paid as an 
        administrative expense of the receiver or the qualified 
        receiver. Nothing in this paragraph shall be construed to limit 
        the power of a receiver or qualified receiver to exercise any 
        rights under contract or law, including to terminate, breach, 
        cancel, or otherwise discontinue such agreement.
            (16) Accounting and recordkeeping requirements.--
                    (A) In general.--The Corporation as receiver or 
                qualified receiver shall, consistent with the 
                accounting and reporting practices and procedures 
                established by the Corporation, maintain a full 
                accounting of each qualified receivership, 
                receivership, or other disposition of any covered 
                financial company.
                    (B) Annual accounting or report.--With respect to 
                each receivership or qualified receivership to which 
                the Corporation was appointed, the Corporation shall 
                make an annual accounting or report, as appropriate, 
                available to the Secretary and the Comptroller General 
                of the United States.
                    (C) Availability of reports.--Any report prepared 
                pursuant to subparagraph (B) shall be made available by 
                the Corporation upon request to any member of the 
                public.
                    (D) Recordkeeping requirement.--
                            (i) In general.--Except as provided in 
                        clause (ii), after the end of the 6-year period 
                        beginning on the date the Corporation is 
                        appointed as receiver of a covered financial 
                        company the Corporation may destroy any records 
                        of such covered financial company which the 
                        Corporation, in the Corporation's discretion, 
                        determines to be unnecessary unless directed 
                        not to do so by a court of competent 
                        jurisdiction or governmental agency, or 
                        prohibited by law.
                            (ii) Old records.--Notwithstanding clause 
                        (i), the Corporation may destroy records of a 
                        covered financial company which are at least 10 
                        years old as of the date on which the 
                        Corporation is appointed as the receiver of 
                        such company in accordance with clause (i) at 
                        any time after such appointment is final, 
                        without regard to the 6-year period of 
                        limitation contained in clause (i).
    (b) Priority of Expenses and Unsecured Claims.--
            (1) In general.--Unsecured claims against a covered 
        financial company, or the receiver for such covered financial 
        company under this section, that are proven to the satisfaction 
        of the receiver shall have priority in the following order:
                    (A) Administrative expenses of the receiver.
                    (B) Any amounts owed to the United States, unless 
                the United States agrees or consents otherwise.
                    (C) Any other general or senior liability of the 
                covered financial company (which is not a liability 
                described under subparagraph (D) or (E)).
                    (D) Any obligation subordinated to general 
                creditors (which is not an obligation described under 
                subparagraph (E)).
                    (E) Any obligation to shareholders, members, 
                general partners, limited partners or other persons 
                with interests in the equity of the covered financial 
                company arising as a result of their status as 
                shareholders, members, general partners, limited 
                partners or other persons with interests in the equity 
                of the covered financial company.
            (2) Post-receivership financing priority.--In the event 
        that the Corporation as receiver is unable to obtain unsecured 
        credit for the covered financial company from commercial 
        sources, the Corporation as receiver may obtain credit or incur 
        debt on the part of the covered financial company which shall 
        have priority over any or all administrative expenses of the 
        receiver under paragraph (1)(A).
            (3) Claims of the united states.--Unsecured claims of the 
        United States shall, at a minimum, have a higher priority than 
        liabilities of the covered financial company that count as 
        regulatory capital.
            (4) Creditors similarly situated.--All claimants of a 
        covered financial company that are similarly situated under 
        paragraph (1) shall be treated in a similar manner, except that 
        the receiver may take any action (including making payments) 
        that does not comply with this subsection, if--
                    (A) the Corporation determines that such action is 
                necessary to maximize the value of the assets of the 
                covered financial company, to maximize the present 
                value return from the sale or other disposition of the 
                assets of the covered financial company, to minimize 
                the amount of any loss realized upon the sale or other 
                disposition of the assets of the covered financial 
                company, or to contain or address serious adverse 
                effects on financial stability or the U.S. economy; and
                    (B) all claimants that are similarly situated under 
                paragraph (1) receive not less than the amount provided 
                in subsection (d)(2).
            (5) Secured claims unaffected.--This subsection shall not 
        affect secured claims, except to the extent that the security 
        is insufficient to satisfy the claim and then only with regard 
        to the difference between the claim and the amount realized 
        from the security.
            (6) Definitions.--As used in this subsection, the term 
        ``administrative expenses of the receiver'' includes--
                    (A) the actual, necessary costs and expenses 
                incurred by the receiver in preserving the assets of a 
                covered financial company or liquidating or otherwise 
                resolving the affairs of a covered financial company 
                for which the Corporation has been appointed as 
                receiver; and
                    (B) any obligations that the receiver determines 
                are necessary and appropriate to facilitate the smooth 
                and orderly liquidation or other resolution of the 
                covered financial company.
    (c) Provisions Relating to Contracts Entered Into Before 
Appointment of Receiver or Qualified Receiver.--
            (1) Authority to repudiate contracts.--In addition to any 
        other rights a receiver or qualified receiver may have, the 
        Corporation as receiver or qualified receiver for any covered 
        financial company may disaffirm or repudiate any contract or 
        lease--
                    (A) to which the covered financial company is a 
                party;
                    (B) the performance of which the receiver or 
                qualified receiver, in the receiver's or qualified 
                receiver's discretion, determines to be burdensome; and
                    (C) the disaffirmance or repudiation of which the 
                receiver or qualified receiver determines, in the 
                receiver's or qualified receiver's discretion, will 
                promote the orderly administration of the covered 
                financial company's affairs.
            (2) Timing of repudiation.--The receiver or qualified 
        receiver appointed for any covered financial company under 
        section 1604 shall determine whether or not to exercise the 
        rights of repudiation under this subsection within a reasonable 
        period following such appointment.
            (3) Claims for damages for repudiation.--
                    (A) In general.--Except as otherwise provided in 
                subparagraph (C) and paragraphs (4), (5), and (6), the 
                liability of the receiver or qualified receiver for the 
                disaffirmance or repudiation of any contract pursuant 
                to paragraph (1) shall be--
                            (i) limited to actual direct compensatory 
                        damages; and
                            (ii) determined as of--
                                    (I) the date of the appointment of 
                                the receiver or qualified receiver; or
                                    (II) in the case of any contract or 
                                agreement referred to in paragraph (8), 
                                the date of the disaffirmance or 
                                repudiation of such contract or 
                                agreement.
                    (B) No liability for other damages.--For purposes 
                of subparagraph (A), the term ``actual direct 
                compensatory damages'' does not include--
                            (i) punitive or exemplary damages;
                            (ii) damages for lost profits or 
                        opportunity; or
                            (iii) damages for pain and suffering.
                    (C) Measure of damages for repudiation of qualified 
                financial contracts.--In the case of any qualified 
                financial contract or agreement to which paragraph (8) 
                applies, compensatory damages shall be--
                            (i) deemed to include normal and reasonable 
                        costs of cover or other reasonable measures of 
                        damages utilized in the industries for such 
                        contract and agreement claims; and
                            (ii) paid in accordance with this 
                        subsection and subsection (d) except as 
                        otherwise specifically provided in this 
                        subsection.
            (4) Leases under which the covered financial company is the 
        lessee.--
                    (A) In general.--If the receiver or qualified 
                receiver disaffirms or repudiates a lease under which 
                the covered financial company was the lessee, the 
                receiver or qualified receiver shall not be liable for 
                any damages (other than damages determined pursuant to 
                subparagraph (B)) for the disaffirmance or repudiation 
                of such lease.
                    (B) Payments of rent.--Notwithstanding subparagraph 
                (A), the lessor under a lease to which such 
                subparagraph applies shall--
                            (i) be entitled to the contractual rent 
                        accruing before the later of the date--
                                    (I) the notice of disaffirmance or 
                                repudiation is mailed; or
                                    (II) the disaffirmance or 
                                repudiation becomes effective, unless 
                                the lessor is in default or breach of 
                                the terms of the lease;
                            (ii) have no claim for damages under any 
                        acceleration clause or other penalty provision 
                        in the lease; and
                            (iii) have a claim for any unpaid rent, 
                        subject to all appropriate offsets and 
                        defenses, due as of the date of the appointment 
                        which shall be paid in accordance with this 
                        subsection and subsection (d).
            (5) Leases under which the covered financial company is the 
        lessor.--
                    (A) In general.--If the receiver or qualified 
                receiver repudiates an unexpired written lease of real 
                property of the covered financial company under which 
                the covered financial company is the lessor and the 
                lessee is not, as of the date of such repudiation, in 
                default, the lessee under such lease may either--
                            (i) treat the lease as terminated by such 
                        repudiation; or
                            (ii) remain in possession of the leasehold 
                        interest for the balance of the term of the 
                        lease unless the lessee defaults under the 
                        terms of the lease after the date of such 
                        repudiation.
                    (B) Provisions applicable to lessee remaining in 
                possession.--If any lessee under a lease described in 
                subparagraph (A) remains in possession of a leasehold 
                interest pursuant to clause (ii) of such subparagraph--
                            (i) the lessee--
                                    (I) shall continue to pay the 
                                contractual rent pursuant to the terms 
                                of the lease after the date of the 
                                repudiation of such lease; and
                                    (II) may offset against any rent 
                                payment which accrues after the date of 
                                the repudiation of the lease, any 
                                damages which accrue after such date 
                                due to the nonperformance of any 
                                obligation of the covered financial 
                                company under the lease after such 
                                date; and
                            (ii) the receiver or qualified receiver 
                        shall not be liable to the lessee for any 
                        damages arising after such date as a result of 
                        the repudiation other than the amount of any 
                        offset allowed under clause (i)(II).
            (6) Contracts for the sale of real property.--
                    (A) In general.--If the receiver or qualified 
                receiver repudiates any contract (which meets the 
                requirements of subsection (a)(7)) for the sale of real 
                property and the purchaser of such real property under 
                such contract is in possession and is not, as of the 
                date of such repudiation, in default, such purchaser 
                may either--
                            (i) treat the contract as terminated by 
                        such repudiation; or
                            (ii) remain in possession of such real 
                        property.
                    (B) Provisions applicable to purchaser remaining in 
                possession.--If any purchaser of real property under 
                any contract described in subparagraph (A) remains in 
                possession of such property pursuant to clause (ii) of 
                such subparagraph--
                            (i) the purchaser--
                                    (I) shall continue to make all 
                                payments due under the contract after 
                                the date of the repudiation of the 
                                contract; and
                                    (II) may offset against any such 
                                payments any damages which accrue after 
                                such date due to the nonperformance 
                                (after such date) of any obligation of 
                                the covered financial company under the 
                                contract; and
                            (ii) the receiver or qualified receiver 
                        shall--
                                    (I) not be liable to the purchaser 
                                for any damages arising after such date 
                                as a result of the repudiation other 
                                than the amount of any offset allowed 
                                under clause (i)(II);
                                    (II) deliver title to the purchaser 
                                in accordance with the provisions of 
                                the contract; and
                                    (III) have no obligation under the 
                                contract other than the performance 
                                required under subclause (II).
                    (C) Assignment and sale allowed.--
                            (i) In general.--No provision of this 
                        paragraph shall be construed as limiting the 
                        right of the receiver or qualified receiver to 
                        assign the contract described in subparagraph 
                        (A) and sell the property subject to the 
                        contract and the provisions of this paragraph.
                            (ii) No liability after assignment and 
                        sale.--If an assignment and sale described in 
                        clause (i) is consummated, the receiver or 
                        qualified receiver shall have no further 
                        liability under the contract described in 
                        subparagraph (A) or with respect to the real 
                        property which was the subject of such 
                        contract.
            (7) Provisions applicable to service contracts.--
                    (A) Services performed before appointment.--In the 
                case of any contract for services between any person 
                and any covered financial company for which the 
                Corporation has been appointed receiver or qualified 
                receiver, any claim of such person for services 
                performed before the appointment of the receiver or 
                qualified receiver shall be--
                            (i) a claim to be paid in accordance with 
                        subsections (a), (b) and (d); and
                            (ii) deemed to have arisen as of the date 
                        the receiver or qualified receiver was 
                        appointed.
                    (B) Services performed after appointment and prior 
                to repudiation.--If, in the case of any contract for 
                services described in subparagraph (A), the receiver or 
                qualified receiver accepts performance by the other 
                person before the receiver or qualified receiver makes 
                any determination to exercise the right of repudiation 
                of such contract under this section--
                            (i) the other party shall be paid under the 
                        terms of the contract for the services 
                        performed; and
                            (ii) the amount of such payment shall be 
                        treated as an administrative expense of the 
                        receivership or qualified receivership.
                    (C) Acceptance of performance no bar to subsequent 
                repudiation.--The acceptance by any receiver or 
                qualified receiver of services referred to in 
                subparagraph (B) in connection with a contract 
                described in such subparagraph shall not affect the 
                right of the receiver or qualified receiver to 
                repudiate such contract under this section at any time 
                after such performance.
            (8) Certain qualified financial contracts.--
                    (A) Rights of parties to contracts.--Subject to 
                paragraphs (9) and (10) of this subsection and 
                notwithstanding any other provision of this section 
                (other than subsection (a)(7)), any other Federal law, 
                or the law of any State, no person shall be stayed or 
                prohibited from exercising--
                            (i) any right such person has to cause the 
                        termination, liquidation, or acceleration of 
                        any qualified financial contract with a covered 
                        financial company which arises upon the 
                        appointment of the Corporation as receiver for 
                        such covered financial company at any time 
                        after such appointment;
                            (ii) any right under any security agreement 
                        or arrangement or other credit enhancement 
                        related to one or more qualified financial 
                        contracts described in clause (i); and
                            (iii) any right to offset or net out any 
                        termination value, payment amount, or other 
                        transfer obligation arising under or in 
                        connection with 1 or more contracts and 
                        agreements described in clause (i), including 
                        any master agreement for such contracts or 
                        agreements.
                    (B) Applicability of other provisions.--Subsection 
                (a)(9) shall apply in the case of any judicial action 
                or proceeding brought against any receiver referred to 
                in subparagraph (A), or the covered financial company 
                for which such receiver was appointed, by any party to 
                a contract or agreement described in subparagraph 
                (A)(i) with such company.
                    (C) Certain transfers not avoidable.--
                            (i) In general.--Notwithstanding paragraph 
                        (11), section 5242 of the Revised Statutes of 
                        the United States or any other provision of 
                        Federal or State law relating to the avoidance 
                        of preferential or fraudulent transfers, the 
                        Corporation, whether acting as such or as 
                        receiver or qualified receiver of a covered 
                        financial company, may not avoid any transfer 
                        of money or other property in connection with 
                        any qualified financial contract with a covered 
                        financial company.
                            (ii) Exception for certain transfers.--
                        Clause (i) shall not apply to any transfer of 
                        money or other property in connection with any 
                        qualified financial contract with a covered 
                        financial company if the Corporation determines 
                        that the transferee had actual intent to 
                        hinder, delay, or defraud such company, the 
                        creditors of such company, or any receiver or 
                        qualified receiver appointed for such company.
                    (D) Certain contacts and agreements defined.--For 
                purposes of this subsection, the following definitions 
                shall apply:
                            (i) Qualified financial contract.--The term 
                        ``qualified financial contract'' means any 
                        securities contract, commodity contract, 
                        forward contract, repurchase agreement, swap 
                        agreement, and any similar agreement that the 
                        Corporation determines by regulation, 
                        resolution, or order to be a qualified 
                        financial contract for purposes of this 
                        paragraph.
                            (ii) Securities contract.--The term 
                        ``securities contract''--
                                    (I) means a contract for the 
                                purchase, sale, or loan of a security, 
                                a certificate of deposit, a mortgage 
                                loan, any interest in a mortgage loan, 
                                a group or index of securities, 
                                certificates of deposit, or mortgage 
                                loans or interests therein (including 
                                any interest therein or based on the 
                                value thereof) or any option on any of 
                                the foregoing, including any option to 
                                purchase or sell any such security, 
                                certificate of deposit, mortgage loan, 
                                interest, group or index, or option, 
                                and including any repurchase or reverse 
                                repurchase transaction on any such 
                                security, certificate of deposit, 
                                mortgage loan, interest, group or 
                                index, or option (whether or not such 
                                repurchase or reverse repurchase 
                                transaction is a ``repurchase 
                                agreement,'' as defined in clause (v));
                                    (II) does not include any purchase, 
                                sale, or repurchase obligation under a 
                                participation in a commercial mortgage 
                                loan unless the Corporation determines 
                                by regulation, resolution, or order to 
                                include any such agreement within the 
                                meaning of such term;
                                    (III) means any option entered into 
                                on a national securities exchange 
                                relating to foreign currencies;
                                    (IV) means the guarantee (including 
                                by novation) by or to any securities 
                                clearing agency of any settlement of 
                                cash, securities, certificates of 
                                deposit, mortgage loans or interests 
                                therein, group or index of securities, 
                                certificates of deposit or mortgage 
                                loans or interests therein (including 
                                any interest therein or based on the 
                                value thereof) or option on any of the 
                                foregoing, including any option to 
                                purchase or sell any such security, 
                                certificate of deposit, mortgage loan, 
                                interest, group or index, or option 
                                (whether or not such settlement is in 
                                connection with any agreement or 
                                transaction referred to in subclauses 
                                (I) through (XII) (other than subclause 
                                (II));
                                    (V) means any margin loan;
                                    (VI) means any extension of credit 
                                for the clearance or settlement of 
                                securities transactions;
                                    (VII) means any loan transaction 
                                coupled with a securities collar 
                                transaction, any prepaid securities 
                                forward transaction, or any total 
                                return swap transaction coupled with a 
                                securities sale transaction;
                                    (VIII) means any other agreement or 
                                transaction that is similar to any 
                                agreement or transaction referred to in 
                                this clause;
                                    (IX) means any combination of the 
                                agreements or transactions referred to 
                                in this clause;
                                    (X) means any option to enter into 
                                any agreement or transaction referred 
                                to in this clause;
                                    (XI) means a master agreement that 
                                provides for an agreement or 
                                transaction referred to in subclause 
                                (I), (III), (IV), (V), (VI), (VII), 
                                (VIII), (IX), or (X), together with all 
                                supplements to any such master 
                                agreement, without regard to whether 
                                the master agreement provides for an 
                                agreement or transaction that is not a 
                                securities contract under this clause, 
                                except that the master agreement shall 
                                be considered to be a securities 
                                contract under this clause only with 
                                respect to each agreement or 
                                transaction under the master agreement 
                                that is referred to in subclause (I), 
                                (III), (IV), (V), (VI), (VII), (VIII), 
                                (IX), or (X); and
                                    (XII) means any security agreement 
                                or arrangement or other credit 
                                enhancement related to any agreement or 
                                transaction referred to in this clause, 
                                including any guarantee or 
                                reimbursement obligation in connection 
                                with any agreement or transaction 
                                referred to in this clause.
                            (iii) Commodity contract.--The term 
                        ``commodity contract'' means--
                                    (I) with respect to a futures 
                                commission merchant, a contract for the 
                                purchase or sale of a commodity for 
                                future delivery on, or subject to the 
                                rules of, a contract market or board of 
                                trade;
                                    (II) with respect to a foreign 
                                futures commission merchant, a foreign 
                                future;
                                    (III) with respect to a leverage 
                                transaction merchant, a leverage 
                                transaction;
                                    (IV) with respect to a clearing 
                                organization, a contract for the 
                                purchase or sale of a commodity for 
                                future delivery on, or subject to the 
                                rules of, a contract market or board of 
                                trade that is cleared by such clearing 
                                organization, or commodity option 
                                traded on, or subject to the rules of, 
                                a contract market or board of trade 
                                that is cleared by such clearing 
                                organization;
                                    (V) with respect to a commodity 
                                options dealer, a commodity option;
                                    (VI) any other agreement or 
                                transaction that is similar to any 
                                agreement or transaction referred to in 
                                this clause;
                                    (VII) any combination of the 
                                agreements or transactions referred to 
                                in this clause;
                                    (VIII) any option to enter into any 
                                agreement or transaction referred to in 
                                this clause;
                                    (IX) a master agreement that 
                                provides for an agreement or 
                                transaction referred to in subclause 
                                (I), (II), (III), (IV), (V), (VI), 
                                (VII), or (VIII), together with all 
                                supplements to any such master 
                                agreement, without regard to whether 
                                the master agreement provides for an 
                                agreement or transaction that is not a 
                                commodity contract under this clause, 
                                except that the master agreement shall 
                                be considered to be a commodity 
                                contract under this clause only with 
                                respect to each agreement or 
                                transaction under the master agreement 
                                that is referred to in subclause (I), 
                                (II), (III), (IV), (V), (VI), (VII), or 
                                (VIII); or
                                    (X) any security agreement or 
                                arrangement or other credit enhancement 
                                related to any agreement or transaction 
                                referred to in this clause, including 
                                any guarantee or reimbursement 
                                obligation in connection with any 
                                agreement or transaction referred to in 
                                this clause.
                            (iv) Forward contract.--The term ``forward 
                        contract'' means--
                                    (I) a contract (other than a 
                                commodity contract) for the purchase, 
                                sale, or transfer of a commodity or any 
                                similar good, article, service, right, 
                                or interest which is presently or in 
                                the future becomes the subject of 
                                dealing in the forward contract trade, 
                                or product or byproduct thereof, with a 
                                maturity date more than 2 days after 
                                the date the contract is entered into, 
                                including a repurchase or reverse 
                                repurchase transaction (whether or not 
                                such repurchase or reverse repurchase 
                                transaction is a ``repurchase 
                                agreement'', as defined in clause (v)), 
                                consignment, lease, swap, hedge 
                                transaction, deposit, loan, option, 
                                allocated transaction, unallocated 
                                transaction, or any other similar 
                                agreement;
                                    (II) any combination of agreements 
                                or transactions referred to in 
                                subclauses (I) and (III);
                                    (III) any option to enter into any 
                                agreement or transaction referred to in 
                                subclause (I) or (II);
                                    (IV) a master agreement that 
                                provides for an agreement or 
                                transaction referred to in subclauses 
                                (I), (II), or (III), together with all 
                                supplements to any such master 
                                agreement, without regard to whether 
                                the master agreement provides for an 
                                agreement or transaction that is not a 
                                forward contract under this clause, 
                                except that the master agreement shall 
                                be considered to be a forward contract 
                                under this clause only with respect to 
                                each agreement or transaction under the 
                                master agreement that is referred to in 
                                subclause (I), (II), or (III); or
                                    (V) any security agreement or 
                                arrangement or other credit enhancement 
                                related to any agreement or transaction 
                                referred to in subclause (I), (II), 
                                (III), or (IV), including any guarantee 
                                or reimbursement obligation in 
                                connection with any agreement or 
                                transaction referred to in any such 
                                subclause.
                            (v) Repurchase agreement.--The term 
                        ``repurchase agreement'' (which definition also 
                        applies to a reverse repurchase agreement)--
                                    (I) means an agreement, including 
                                related terms, which provides for the 
                                transfer of one or more certificates of 
                                deposit, mortgage-related securities 
                                (as such term is defined in the 
                                Securities Exchange Act of 1934), 
                                mortgage loans, interests in mortgage-
                                related securities or mortgage loans, 
                                eligible bankers' acceptances, 
                                qualified foreign government securities 
                                (which for purposes of this clause 
                                shall mean a security that is a direct 
                                obligation of, or that is fully 
                                guaranteed by, the central government 
                                of a member of the Organization for 
                                Economic Cooperation and Development as 
                                determined by regulation or order 
                                adopted by the Federal Reserve Board) 
                                or securities that are direct 
                                obligations of, or that are fully 
                                guaranteed by, the United States or any 
                                agency of the United States against the 
                                transfer of funds by the transferee of 
                                such certificates of deposit, eligible 
                                bankers' acceptances, securities, 
                                mortgage loans, or interests with a 
                                simultaneous agreement by such 
                                transferee to transfer to the 
                                transferor thereof certificates of 
                                deposit, eligible bankers' acceptances, 
                                securities, mortgage loans, or 
                                interests as described above, at a date 
                                certain not later than 1 year after 
                                such transfers or on demand, against 
                                the transfer of funds, or any other 
                                similar agreement;
                                    (II) does not include any 
                                repurchase obligation under a 
                                participation in a commercial mortgage 
                                loan unless the Corporation determines 
                                by regulation, resolution, or order to 
                                include any such participation within 
                                the meaning of such term;
                                    (III) means any combination of 
                                agreements or transactions referred to 
                                in subclauses (I) and (IV);
                                    (IV) means any option to enter into 
                                any agreement or transaction referred 
                                to in subclause (I) or (III);
                                    (V) means a master agreement that 
                                provides for an agreement or 
                                transaction referred to in subclause 
                                (I), (III), or (IV), together with all 
                                supplements to any such master 
                                agreement, without regard to whether 
                                the master agreement provides for an 
                                agreement or transaction that is not a 
                                repurchase agreement under this clause, 
                                except that the master agreement shall 
                                be considered to be a repurchase 
                                agreement under this subclause only 
                                with respect to each agreement or 
                                transaction under the master agreement 
                                that is referred to in subclause (I), 
                                (III), or (IV); and
                                    (VI) means any security agreement 
                                or arrangement or other credit 
                                enhancement related to any agreement or 
                                transaction referred to in subclause 
                                (I), (III), (IV), or (V), including any 
                                guarantee or reimbursement obligation 
                                in connection with any agreement or 
                                transaction referred to in any such 
                                subclause.
                            (vi) Swap agreement.--The term ``swap 
                        agreement'' means--
                                    (I) any agreement, including the 
                                terms and conditions incorporated by 
                                reference in any such agreement, which 
                                is an interest rate swap, option, 
                                future, or forward agreement, including 
                                a rate floor, rate cap, rate collar, 
                                cross-currency rate swap, and basis 
                                swap; a spot, same day-tomorrow, 
                                tomorrow-next, forward, or other 
                                foreign exchange, precious metals, or 
                                other commodity agreement; a currency 
                                swap, option, future, or forward 
                                agreement; an equity index or equity 
                                swap, option, future, or forward 
                                agreement; a debt index or debt swap, 
                                option, future, or forward agreement; a 
                                total return, credit spread or credit 
                                swap, option, future, or forward 
                                agreement; a commodity index or 
                                commodity swap, option, future, or 
                                forward agreement; weather swap, 
                                option, future, or forward agreement; 
                                an emissions swap, option, future, or 
                                forward agreement; or an inflation 
                                swap, option, future, or forward 
                                agreement;
                                    (II) any agreement or transaction 
                                that is similar to any other agreement 
                                or transaction referred to in this 
                                clause and that is of a type that has 
                                been, is presently, or in the future 
                                becomes, the subject of recurrent 
                                dealings in the swap or other 
                                derivatives markets (including terms 
                                and conditions incorporated by 
                                reference in such agreement) and that 
                                is a forward, swap, future, option or 
                                spot transaction on one or more rates, 
                                currencies, commodities, equity 
                                securities or other equity instruments, 
                                debt securities or other debt 
                                instruments, quantitative measures 
                                associated with an occurrence, extent 
                                of an occurrence, or contingency 
                                associated with a financial, 
                                commercial, or economic consequence, or 
                                economic or financial indices or 
                                measures of economic or financial risk 
                                or value;
                                    (III) any combination of agreements 
                                or transactions referred to in this 
                                clause;
                                    (IV) any option to enter into any 
                                agreement or transaction referred to in 
                                this clause;
                                    (V) a master agreement that 
                                provides for an agreement or 
                                transaction referred to in subclause 
                                (I), (II), (III), or (IV), together 
                                with all supplements to any such master 
                                agreement, without regard to whether 
                                the master agreement contains an 
                                agreement or transaction that is not a 
                                swap agreement under this clause, 
                                except that the master agreement shall 
                                be considered to be a swap agreement 
                                under this clause only with respect to 
                                each agreement or transaction under the 
                                master agreement that is referred to in 
                                subclause (I), (II), (III), or (IV); 
                                and
                                    (VI) any security agreement or 
                                arrangement or other credit enhancement 
                                related to any agreements or 
                                transactions referred to in subclause 
                                (I), (II), (III), (IV), or (V), 
                                including any guarantee or 
                                reimbursement obligation in connection 
                                with any agreement or transaction 
                                referred to in any such subclause.
                            (vii) Definitions relating to default.--
                        When used in this paragraph and paragraph 
                        (10)--
                                    (I) The term ``default'' shall 
                                mean, with respect to a covered 
                                financial company, any adjudication or 
                                other official determination by any 
                                court of competent jurisdiction, or 
                                other public authority pursuant to 
                                which a conservator, receiver, or other 
                                legal custodian is appointed; and
                                    (II) The term ``in danger of 
                                default'' shall mean a covered 
                                financial company with respect to which 
                                the Corporation or appropriate State 
                                authority has determined that--
                                            (aa) in the opinion of the 
                                        Corporation or such authority--

                                                    (AA) the covered 
                                                financial company is 
                                                not likely to be able 
                                                to pay its obligations 
                                                in the normal course of 
                                                business; and

                                                    (BB) there is no 
                                                reasonable prospect 
                                                that the covered 
                                                financial company will 
                                                be able to pay such 
                                                obligations without 
                                                Federal assistance; or

                                                    (CC) in the opinion 
                                                of the Corporation or 
                                                such authority--

                                            (bb) the covered financial 
                                        company has incurred or is 
                                        likely to incur losses that 
                                        will deplete all or 
                                        substantially all of its 
                                        capital; and
                                            (cc) there is no reasonable 
                                        prospect that the capital will 
                                        be replenished without Federal 
                                        assistance.
                            (viii) Treatment of master agreement as one 
                        agreement.--Any master agreement for any 
                        contract or agreement described in any 
                        preceding clause of this subparagraph (or any 
                        master agreement for such master agreement or 
                        agreements), together with all supplements to 
                        such master agreement, shall be treated as a 
                        single agreement and a single qualified 
                        financial contact. If a master agreement 
                        contains provisions relating to agreements or 
                        transactions that are not themselves qualified 
                        financial contracts, the master agreement shall 
                        be deemed to be a qualified financial contract 
                        only with respect to those transactions that 
                        are themselves qualified financial contracts.
                            (ix) Transfer.--The term ``transfer'' means 
                        every mode, direct or indirect, absolute or 
                        conditional, voluntary or involuntary, of 
                        disposing of or parting with property or with 
                        an interest in property, including retention of 
                        title as a security interest and foreclosure of 
                        the covered financial company's equity of 
                        redemption.
                            (x) Person.--The term ``person'' includes 
                        any governmental entity in addition to any 
                        entity included in the definition of such term 
                        in section 1, title 1, United States Code.
                    (E) Certain protections in event of appointment of 
                qualified receiver.--Notwithstanding any other 
                provision of this section (other than paragraph (10) of 
                this subsection and subsection (a)(7) of this section), 
                any other Federal law, or the law of any State, no 
                person shall be stayed or prohibited from exercising--
                            (i) any right such person has to cause the 
                        termination, liquidation, or acceleration of 
                        any qualified financial contract with a covered 
                        financial company in a qualified receivership 
                        based upon a default under such financial 
                        contract which is enforceable under applicable 
                        noninsolvency law;
                            (ii) any right under any security agreement 
                        or arrangement or other credit enhancement 
                        related to one or more qualified financial 
                        contracts described in clause (i); or
                            (iii) any right to offset or net out any 
                        termination values, payment amounts, or other 
                        transfer obligations arising under or in 
                        connection with such qualified financial 
                        contracts.
                    (F) Clarification.--No provision of law shall be 
                construed as limiting the right or power of the 
                Corporation, or authorizing any court or agency to 
                limit or delay, in any manner, the right or power of 
                the Corporation to transfer any qualified financial 
                contract in accordance with paragraphs (9) and (10) of 
                this subsection or to disaffirm or repudiate any such 
                contract in accordance with subsection (c)(1) of this 
                section.
                    (G) Walkaway clauses not effective.--
                            (i) In general.--Notwithstanding the 
                        provisions of subparagraphs (A) and (E) and 
                        sections 403 and 404 of the Federal Deposit 
                        Insurance Corporation Improvement Act of 1991, 
                        no walkaway clause shall be enforceable in a 
                        qualified financial contract of a covered 
                        financial company in default.
                            (ii) Limited suspension of certain 
                        obligations.--In the case of a qualified 
                        financial contract referred to in clause (i), 
                        any payment or delivery obligations otherwise 
                        due from a party pursuant to the qualified 
                        financial contract shall be suspended from the 
                        time the receiver is appointed until the 
                        earlier of--
                                    (I) the time such party receives 
                                notice that such contract has been 
                                transferred pursuant to paragraph 
                                (10)(A); or
                                    (II) 5:00 p.m. (eastern time) on 
                                the business day following the date of 
                                the appointment of the receiver.
                            (iii) Walkaway clause defined.--For 
                        purposes of this subparagraph, the term 
                        ``walkaway clause'' means any provision in a 
                        qualified financial contract that suspends, 
                        conditions, or extinguishes a payment 
                        obligation of a party, in whole or in part, or 
                        does not create a payment obligation of a party 
                        that would otherwise exist, solely because of 
                        such party's status as a nondefaulting party in 
                        connection with the insolvency of a covered 
                        financial company that is a party to the 
                        contract or the appointment of or the exercise 
                        of rights or powers by a receiver or qualified 
                        receiver of such covered financial company, and 
                        not as a result of a party's exercise of any 
                        right to offset, setoff, or net obligations 
                        that exist under the contract, any other 
                        contract between those parties, or applicable 
                        law.
                    (H) Recordkeeping.--The Corporation, in 
                consultation with the Federal Reserve Board, may 
                prescribe regulations requiring that the covered 
                financial company maintain such records with respect to 
                qualified financial contracts (including market 
                valuations) as the Corporation determines to be 
                necessary or appropriate in order to assist the 
                receiver or qualified receiver of the covered financial 
                company in being able to exercise its rights and 
                fulfill its obligations under this paragraph or 
                paragraph (9) or (10).
            (9) Transfer of qualified financial contracts.--
                    (A) In general.--In making any transfer of assets 
                or liabilities of a covered financial company in 
                default which includes any qualified financial 
                contract, the receiver or qualified receiver for such 
                covered financial company shall either--
                            (i) transfer to one financial institution, 
                        other than a financial institution for which a 
                        conservator, receiver, trustee in bankruptcy, 
                        or other legal custodian has been appointed or 
                        which is otherwise the subject of a bankruptcy 
                        or insolvency proceeding--
                                    (I) all qualified financial 
                                contracts between any person or any 
                                affiliate of such person and the 
                                covered financial company in default;
                                    (II) all claims of such person or 
                                any affiliate of such person against 
                                such covered financial company under 
                                any such contract (other than any claim 
                                which, under the terms of any such 
                                contract, is subordinated to the claims 
                                of general unsecured creditors of such 
                                company);
                                    (III) all claims of such covered 
                                financial company against such person 
                                or any affiliate of such person under 
                                any such contract; and
                                    (IV) all property securing or any 
                                other credit enhancement for any 
                                contract described in subclause (I) or 
                                any claim described in subclause (II) 
                                or (III) under any such contract; or
                            (ii) transfer none of the qualified 
                        financial contracts, claims, property or other 
                        credit enhancement referred to in clause (i) 
                        (with respect to such person and any affiliate 
                        of such person).
                    (B) Transfer to foreign bank, financial 
                institution, or branch or agency thereof.--In 
                transferring any qualified financial contracts and 
                related claims and property under subparagraph (A)(i), 
                the receiver or qualified receiver for the covered 
                financial company shall not make such transfer to a 
                foreign bank, financial institution organized under the 
                laws of a foreign country, or a branch or agency of a 
                foreign bank or financial institution unless, under the 
                law applicable to such bank, financial institution, 
                branch or agency, to the qualified financial contracts, 
                and to any netting contract, any security agreement or 
                arrangement or other credit enhancement related to one 
                or more qualified financial contracts, the contractual 
                rights of the parties to such qualified financial 
                contracts, netting contracts, security agreements or 
                arrangements, or other credit enhancements are 
                enforceable substantially to the same extent as 
                permitted under this section.
                    (C) Transfer of contracts subject to the rules of a 
                clearing organization.--In the event that a receiver or 
                qualified receiver transfers any qualified financial 
                contract and related claims, property, and credit 
                enhancements pursuant to subparagraph (A)(i) and such 
                contract is cleared by or subject to the rules of a 
                clearing organization, the clearing organization shall 
                not be required to accept the transferee as a member by 
                virtue of the transfer.
                    (D) Definitions.--For purposes of this paragraph, 
                the term ``financial institution'' means a broker or 
                dealer, a depository institution, a futures commission 
                merchant, a bridge financial company, or any other 
                institution determined by the Corporation by regulation 
                to be a financial institution, and the term ``clearing 
                organization'' has the same meaning as in section 402 
                of the Federal Deposit Insurance Corporation 
                Improvement Act of 1991.
            (10) Notification of transfer.--
                    (A) In general.--If--
                            (i) the receiver or qualified receiver for 
                        a covered financial company in default or in 
                        danger of default transfers any assets and 
                        liabilities of the covered financial company; 
                        and
                            (ii) the transfer includes any qualified 
                        financial contract,
                the receiver or qualified receiver shall notify any 
                person who is a party to any such contract of such 
                transfer by 5:00 p.m. (eastern time) on the business 
                day following the date of the appointment of the 
                receiver in the case of a receivership, or the business 
                day following such transfer in the case of a qualified 
                receivership.
                    (B) Certain rights not enforceable.--
                            (i) Receivership.--A person who is a party 
                        to a qualified financial contract with a 
                        covered financial company may not exercise any 
                        right that such person has to terminate, 
                        liquidate, or net such contract under paragraph 
                        (8)(A) of this subsection solely by reason of 
                        or incidental to the appointment under this 
                        section of a receiver for the covered financial 
                        company (or the insolvency or financial 
                        condition of the covered financial company for 
                        which the receiver has been appointed)--
                                    (I) until 5:00 p.m. (eastern time) 
                                on the business day following the date 
                                of the appointment of the receiver; or
                                    (II) after the person has received 
                                notice that the contract has been 
                                transferred pursuant to paragraph 
                                (9)(A).
                            (ii) Qualified receivership.--A person who 
                        is a party to a qualified financial contract 
                        with a covered financial company may not 
                        exercise any right such person has to 
                        terminate, liquidate, or net such contract 
                        under paragraph (8)(E) of this subsection or 
                        section 403 of Federal Deposit Insurance 
                        Corporation Improvement Act of 1991 solely by 
                        reason of or incidental to the appointment 
                        under this section of a qualified receiver for 
                        the covered financial company (or the 
                        insolvency or financial condition of the 
                        covered financial company for which the 
                        qualified receiver has been appointed).
                            (iii) Notice.--For purposes of this 
                        paragraph, the receiver or qualified receiver 
                        for a covered financial company shall be deemed 
                        to have notified a person who is a party to a 
                        qualified financial contract with such covered 
                        financial company if the receiver or qualified 
                        receiver has taken steps reasonably calculated 
                        to provide notice to such person by the time 
                        specified in subparagraph (A).
                    (C) Treatment of bridge financial company.--For 
                purposes of paragraph (9), a bridge financial company 
                shall not be considered to be a financial institution 
                for which a conservator, receiver, trustee in 
                bankruptcy, or other legal custodian has been appointed 
                or which is otherwise the subject of a bankruptcy or 
                insolvency proceeding.
                    (D) Business day defined.--For purposes of this 
                paragraph, the term ``business day'' means any day 
                other than any Saturday, Sunday, or any day on which 
                either the New York Stock Exchange or the Federal 
                Reserve Bank of New York is closed.
            (11) Disaffirmance or repudiation of qualified financial 
        contracts.--In exercising the rights of disaffirmance or 
        repudiation of a receiver or qualified receiver with respect to 
        any qualified financial contract to which a covered financial 
        company is a party, the receiver or qualified receiver for such 
        covered financial shall either--
                    (A) disaffirm or repudiate all qualified financial 
                contracts between--
                            (i) any person or any affiliate of such 
                        person; and
                            (ii) the covered financial company in 
                        default; or
                    (B) disaffirm or repudiate none of the qualified 
                financial contracts referred to in subparagraph (A) 
                (with respect to such person or any affiliate of such 
                person).
            (12) Certain security and customer interests not 
        avoidable.--No provision of this subsection shall be construed 
        as permitting the avoidance of any--
                    (A) legally enforceable or perfected security 
                interest in any of the assets of any covered financial 
                company except where such an interest is taken in 
                contemplation of the company's insolvency or with the 
                intent to hinder, delay, or defraud the company or the 
                creditors of such company; or
                    (B) legally enforceable interest in customer 
                property.
            (13) Authority to enforce contracts.--
                    (A) In general.--The receiver or qualified receiver 
                may enforce any contract, other than a director's or 
                officer's liability insurance contract or a financial 
                institution bond, entered into by the covered financial 
                company notwithstanding any provision of the contract 
                providing for termination, default, acceleration, or 
                exercise of rights upon, or solely by reason of, 
                insolvency or the appointment of or the exercise of 
                rights or powers by a receiver or qualified receiver.
                    (B) Certain rights not affected.--No provision of 
                this paragraph may be construed as impairing or 
                affecting any right of the receiver or qualified 
                receiver to enforce or recover under a director's or 
                officer's liability insurance contract or financial 
                institution bond under other applicable law.
                    (C) Consent requirement.--
                            (i) In general.--Except as otherwise 
                        provided by this section, no person may 
                        exercise any right or power to terminate, 
                        accelerate, or declare a default under any 
                        contract to which the covered financial company 
                        is a party, or to obtain possession of or 
                        exercise control over any property of the 
                        covered financial company or affect any 
                        contractual rights of the covered financial 
                        company, without the consent of the receiver or 
                        qualified receiver, as appropriate, of the 
                        covered financial company during the 45-day 
                        period beginning on the date of the appointment 
                        of the qualified receiver, or during the 90-day 
                        period beginning on the date of the appointment 
                        of the receiver, as applicable.
                            (ii) Certain exceptions.--No provision of 
                        this subparagraph shall apply to a director or 
                        officer liability insurance contract or a 
                        financial institution bond, to the rights of 
                        parties to certain qualified financial 
                        contracts pursuant to paragraph (8), or to the 
                        rights of parties to netting contracts pursuant 
                        to subtitle A of title IV of the Federal 
                        Deposit Insurance Corporation Improvement Act 
                        of 1991 (12 U.S.C. 4401 et seq.), or shall be 
                        construed as permitting the receiver or 
                        qualified receiver to fail to comply with 
                        otherwise enforceable provisions of such 
                        contract.
            (14) Exception for federal reserve banks and corporation 
        security interest.--No provision of this subsection shall apply 
        with respect to--
                    (A) any extension of credit from any Federal 
                Reserve bank or the Corporation to any covered 
                financial company; or
                    (B) any security interest in the assets of the 
                covered financial company securing any such extension 
                of credit.
            (15) Savings clause.--The meanings of terms used in this 
        subsection are applicable for purposes of this subsection only, 
        and shall not be construed or applied so as to challenge or 
        affect the characterization, definition, or treatment of any 
        similar terms under any other statute, regulation, or rule, 
        including, but not limited, to the Gramm Leach Bliley Act, the 
        Legal Certainty for Bank Products Act of 2000, the securities 
        laws (as that term is defined in section 3(a)(47) of the 
        Securities Exchange Act of 1934), and the Commodity Exchange 
        Act.
    (d) Valuation of Claims in Default.--
            (1) In general.--Notwithstanding any other provision of 
        Federal law or the law of any State, and regardless of the 
        method which the Corporation determines to utilize with respect 
        to a covered financial company, including transactions 
        authorized under subsection (h), this subsection shall govern 
        the rights of the creditors of such covered financial company.
            (2) Maximum liability.--The maximum liability of the 
        Corporation, acting as receiver or in any other capacity, to 
        any person having a claim against the receiver or the covered 
        financial company for which such receiver is appointed shall 
        equal the amount such claimant would have received if--
                    (A) a determination had not been made under section 
                1603(b) with respect to the covered financial company; 
                and
                    (B) the covered financial company had been 
                liquidated under title 11, United States Code, or any 
                case related to title 11, United States Code (including 
                but not limited to a case initiated by the Securities 
                Investor Protection Corporation with respect to a 
                financial company subject to the Securities Investor 
                Protection Act of 1970), or any State insolvency law.
            (3) Additional payments authorized.--
                    (A) In general.--The Corporation may, as receiver 
                and with the approval of the Secretary, make additional 
                payments or credit additional amounts to or with 
                respect to or for the account of any claimant or 
                category of claimants of a covered financial company if 
                the Corporation determines that such payments or 
                credits are necessary or appropriate to--
                            (i) minimize losses to the receiver from 
                        the resolution of the covered financial company 
                        under this section; or
                            (ii) prevent or mitigate serious adverse 
                        effects to financial stability or the United 
                        States economy.
                    (B) Manner of payment.--The Corporation may make 
                payments or credit amounts under subparagraph (A) 
                directly to the claimants or may make such payments or 
                credit such amounts to a company other than a covered 
                financial company or a bridge financial company 
                established with respect thereto in order to induce 
                such other company to accept liability for such claims.
    (e) Limitation on Court Action.--Except as provided in this section 
or at the request of the receiver or qualified receiver appointed for a 
covered financial company, no court may take any action to restrain or 
affect the exercise of powers or functions of the receiver or qualified 
receiver hereunder.
    (f) Liability of Directors and Officers.--
            (1) In general.--A director or officer of a covered 
        financial company may be held personally liable for monetary 
        damages in any civil action described in paragraph (2) by, on 
        behalf of, or at the request or direction of the Corporation, 
        which action is prosecuted wholly or partially for the benefit 
        of the Corporation--
                    (A) acting as receiver or qualified receiver of 
                such covered financial company;
                    (B) acting based upon a suit, claim, or cause of 
                action purchased from, assigned by, or otherwise 
                conveyed by such receiver or qualified receiver; or
                    (C) acting based upon a suit, claim, or cause of 
                action purchased from, assigned by, or otherwise 
                conveyed in whole or in part by a covered financial 
                company or its affiliate in connection with assistance 
                provided under section 1604.
            (2) Actions covered.--Paragraph (1) shall apply with 
        respect to actions for gross negligence, including any similar 
        conduct or conduct that demonstrates a greater disregard of a 
        duty of care (than gross negligence) including intentional 
        tortious conduct, as such terms are defined and determined 
        under applicable State law.
            (3) Savings clause.--Nothing in this subsection shall 
        impair or affect any right of the Corporation under other 
        applicable law.
    (g) Damages.--In any proceeding related to any claim against a 
covered financial company's director, officer, employee, agent, 
attorney, accountant, appraiser, or any other party employed by or 
providing services to a covered financial company, recoverable damages 
determined to result from the improvident or otherwise improper use or 
investment of any covered financial company's assets shall include 
principal losses and appropriate interest.
    (h) Bridge Financial Companies.--
            (1) Organization.--
                    (A) Purpose.--The Corporation, as receiver of one 
                or more covered financial companies may organize one or 
                more bridge financial companies in accordance with this 
                subsection.
                    (B) Authorities.--Upon the creation of a bridge 
                financial company under subparagraph (A) with respect 
                to a covered financial company, such bridge financial 
                company may--
                            (i) assume such liabilities (including 
                        liabilities associated with any trust or 
                        custody business but excluding any liabilities 
                        that count as regulatory capital) of such 
                        covered financial company as the Corporation 
                        may, in its discretion, determine to be 
                        appropriate;
                            (ii) purchase such assets (including assets 
                        associated with any trust or custody business) 
                        of such covered financial company as the 
                        Corporation may, in its discretion, determine 
                        to be appropriate; and
                            (iii) perform any other temporary function 
                        which the Corporation may, in its discretion, 
                        prescribe in accordance with this section.
            (2) Charter and establishment.--
                    (A) Establishment.--If the Corporation is appointed 
                as receiver for a covered financial company, the 
                Corporation may grant a Federal charter to and approve 
                articles of association for one or more bridge 
                financial company or companies with respect to such 
                covered financial company which shall, by operation of 
                law and immediately upon issuance of its charter and 
                approval of its articles of association, be established 
                and operate in accordance with, and subject to, such 
                charter, articles, and this section.
                    (B) Management.--Upon its establishment, a bridge 
                financial company shall be under the management of a 
                board of directors appointed by the Corporation.
                    (C) Articles of association.--The articles of 
                association and organization certificate of a bridge 
                financial shall have such terms as the Corporation may 
                provide, and shall be executed by such representatives 
                as the Corporation may designate.
                    (D) Terms of charter; rights and privileges.--
                Subject to and in accordance with the provisions of 
                this subsection, the Corporation shall--
                            (i) establish the terms of the charter of a 
                        bridge financial company and the rights, 
                        powers, authorities and privileges of a bridge 
                        financial company granted by the charter or as 
                        an incident thereto; and
                            (ii) provide for, and establish the terms 
                        and conditions governing, the management 
                        (including, but not limited to, the bylaws and 
                        the number of directors of the board of 
                        directors) and operations of the bridge 
                        financial company.
                    (E) Transfer of rights and privileges of covered 
                financial company.--
                            (i) In general.--Notwithstanding any other 
                        provision of Federal law or the law of any 
                        State, the Corporation may provide for a bridge 
                        financial company to succeed to and assume any 
                        rights, powers, authorities or privileges of 
                        the covered financial company with respect to 
                        which the bridge financial company was 
                        established and, upon such determination by the 
                        Corporation, the bridge financial company shall 
                        immediately and by operation of law succeed to 
                        and assume such rights, powers, authorities and 
                        privileges.
                            (ii) Effective without approval.--Any 
                        succession to or assumption by a bridge 
                        financial company of rights, powers, 
                        authorities or privileges of a covered 
                        financial company under clause (i) or otherwise 
                        shall be effective without any further approval 
                        under Federal or State law, assignment, or 
                        consent with respect thereto.
                    (F) Corporate governance and election and 
                designation of body of law.--To the extent permitted by 
                the Corporation and consistent with this section and 
                any rules, regulations or directives issued by the 
                Corporation under this section, a bridge financial 
                company may elect to follow the corporate governance 
                practices and procedures as are applicable to a 
                corporation incorporated under the general corporation 
                law of the State of Delaware, or the State of 
                incorporation or organization of the covered financial 
                company with respect to which the bridge financial 
                company was established, as such law may be amended 
                from time to time.
                    (G) Capital.--
                            (i) Capital not required.--Notwithstanding 
                        any other provision of Federal or State law, a 
                        bridge financial company may, if permitted by 
                        the Corporation, operate without any capital or 
                        surplus, or with such capital or surplus as the 
                        Corporation may in its discretion determine to 
                        be appropriate.
                            (ii) No contribution by the corporation 
                        required.--The Corporation is not required to 
                        pay capital into a bridge financial company or 
                        to issue any capital stock on behalf of a 
                        bridge financial company established under this 
                        subsection.
                            (iii) Authority.--If the Corporation 
                        determines that such action is advisable, the 
                        Corporation may cause capital stock or other 
                        securities of a bridge financial company 
                        established with respect to a covered financial 
                        company to be issued and offered for sale in 
                        such amounts and on such terms and conditions 
                        as the Corporation may, in its discretion, 
                        determine.
            (3) Interests in and assets and obligations of covered 
        financial company.--Notwithstanding paragraphs (1) or (2) or 
        any other provision of law--
                    (A) a bridge financial company shall assume, 
                acquire, or succeed to the assets or liabilities of a 
                covered financial company (including the assets or 
                liabilities associated with any trust or custody 
                business) only to the extent that such assets or 
                liabilities are transferred by the Corporation to the 
                bridge financial company in accordance with, and 
                subject to the restrictions set forth in, paragraph 
                (1)(B); and
                    (B) a bridge financial company shall not assume, 
                acquire, or succeed to any obligation that a covered 
                financial company for which a receiver has been 
                appointed may have to any shareholder, member, general 
                partner, limited partner, or other person with an 
                interest in the equity of the covered financial company 
                that arises as a result of the status of that person 
                having an equity claim in the covered financial 
                company.
            (4) Bridge financial company treated as being in default 
        for certain purposes.--A bridge financial company shall be 
        treated as a covered financial company in default at such times 
        and for such purposes as the Corporation may, in its 
        discretion, determine.
            (5) Transfer of assets and liabilities.--
                    (A) Transfer of assets and liabilities.--The 
                Corporation, as receiver, may transfer any assets and 
                liabilities of a covered financial company (including 
                any assets or liabilities associated with any trust or 
                custody business) to one or more bridge financial 
                companies in accordance with and subject to the 
                restrictions of paragraph (1)(B).
                    (B) Subsequent transfers.--At any time after the 
                establishment of a bridge financial company with 
                respect to a covered financial company, the 
                Corporation, as receiver, may transfer any assets and 
                liabilities of such covered financial company as the 
                Corporation may, in its discretion, determine to be 
                appropriate in accordance with and subject to the 
                restrictions of paragraph (1)(B).
                    (C) Treatment of trust or custody business.--For 
                purposes of this paragraph, the trust or custody 
                business, including fiduciary appointments, held by any 
                covered financial company is included among its assets 
                and liabilities.
                    (D) Effective without approval.--The transfer of 
                any assets or liabilities, including those associated 
                with any trust or custody business of a covered 
                financial company to a bridge financial company shall 
                be effective without any further approval under Federal 
                or State law, assignment, or consent with respect 
                thereto.
                    (E) Equitable treatment of similarly situated 
                creditors.--The Corporation shall treat all creditors 
                of a covered financial company that are similarly 
                situated under subsection (b)(1) in a similar manner in 
                exercising the authority of the Corporation under this 
                subsection to transfer any assets or liabilities of the 
                covered financial company to one or more bridge 
                financial companies established with respect to such 
                covered financial company, except that the Corporation 
                may take actions (including making payments) that do 
                not comply with this subparagraph, if--
                            (i) the Corporation determines that such 
                        actions are necessary to maximize the value of 
                        the assets of the covered financial company, to 
                        maximize the present value return from the sale 
                        or other disposition of the assets of the 
                        covered financial company, to minimize the 
                        amount of any loss realized upon the sale or 
                        other disposition of the assets of the covered 
                        financial company, or to contain or address 
                        serious adverse effects to financial stability 
                        or the U.S. economy; and
                            (ii) all creditors that are similarly 
                        situated under subsection (b)(1) receive not 
                        less than the amount provided in subsection 
                        (d)(2).
                    (F) Limitation on transfer of liabilities.--
                Notwithstanding any other provision of law, the 
                aggregate amount of liabilities of a covered financial 
                company that are transferred to, or assumed by, a 
                bridge financial company from a covered financial 
                company may not exceed the aggregate amount of the 
                assets of the covered financial company that are 
                transferred to, or purchased by, the bridge financial 
                company from the covered financial company.
            (6) Stay of judicial action.--Any judicial action to which 
        a bridge financial company becomes a party by virtue of its 
        acquisition of any assets or assumption of any liabilities of a 
        covered financial company shall be stayed from further 
        proceedings for a period of up to 45 days (or such longer 
        period as may be agreed to upon the consent of all parties) at 
        the request of the bridge financial company.
            (7) Agreements against interest of the bridge financial 
        company.--No agreement that tends to diminish or defeat the 
        interest of the bridge financial company in any asset of a 
        covered financial company acquired by the bridge financial 
        company shall be valid against the bridge financial company 
        unless such agreement is in writing and executed by an 
        authorized officer or representative of the covered financial 
        company.
            (8) No federal status.--
                    (A) Agency status.--A bridge financial company is 
                not an agency, establishment, or instrumentality of the 
                United States.
                    (B) Employee status.--Representatives for purposes 
                of paragraph (1)(B), directors, officers, employees, or 
                agents of a bridge financial company are not, solely by 
                virtue of service in any such capacity, officers or 
                employees of the United States. Any employee of the 
                Corporation or of any Federal instrumentality who 
                serves at the request of the Corporation as a 
                representative for purposes of paragraph (1)(B), 
                director, officer, employee, or agent of a bridge 
                financial company shall not--
                            (i) solely by virtue of service in any such 
                        capacity lose any existing status as an officer 
                        or employee of the United States for purposes 
                        of title 5, United States Code, or any other 
                        provision of law; or
                            (ii) receive any salary or benefits for 
                        service in any such capacity with respect to a 
                        bridge financial company in addition to such 
                        salary or benefits as are obtained through 
                        employment with the Corporation or such Federal 
                        instrumentality.
            (9) Exempt tax status.--Notwithstanding any other provision 
        of Federal or State law, a bridge financial company, its 
        franchise, property, and income shall be exempt from all 
        taxation now or hereafter imposed by the United States, by any 
        territory, dependency, or possession thereof, or by any State, 
        county, municipality, or local taxing authority.
            (10) Federal agency approval; antitrust review.--
                    (A) In general.--If a transaction involving the 
                merger or sale of a bridge financial company requires 
                approval by a Federal agency, the transaction may not 
                be consummated before the 5th calendar day after the 
                date of approval by the Federal agency responsible for 
                such approval with respect thereto. If, in connection 
                with any such approval a report on competitive factors 
                from the Attorney General is required, the Federal 
                agency responsible for such approval shall promptly 
                notify the Attorney General of the proposed transaction 
                and the Attorney General shall provide the required 
                report within 10 days of the request. If a filing is 
                required under the Hart-Scott-Rodino Antitrust 
                Improvements Act of 1976 with the Department of Justice 
                or the Federal Trade Commission, the waiting period 
                shall expire not later than the 30th day following such 
                filing notwithstanding any other provision of Federal 
                law or any attempt by any Federal agency to extend such 
                waiting period, and no further request for information 
                by any Federal agency shall be permitted.
                    (B) Emergency.--If the Secretary, in consultation 
                with the Chairman of the Federal Reserve Board, has 
                found that the Corporation must act immediately to 
                prevent the probable failure of the covered financial 
                company involved, the approvals and filings referred to 
                in subparagraph (A) shall not be required and the 
                transaction may be consummated immediately by the 
                Corporation.
            (11) Duration of bridge financial company.--Subject to 
        paragraphs (12), (13), and (14), the status of a bridge 
        financial company as such shall terminate at the end of the 2-
        year period following the date it was granted a charter. The 
        Corporation may, in its discretion, extend the status of the 
        bridge financial company as such for 3 additional 1-year 
        periods.
            (12) Termination of bridge financial company status.--The 
        status of any bridge financial company as such shall terminate 
        upon the earliest of--
                    (A) the merger or consolidation of the bridge 
                financial company with a company that is not a bridge 
                financial company;
                    (B) at the election of the Corporation, the sale of 
                a majority of the capital stock of the bridge financial 
                company to a company other than the Corporation and 
                other than another bridge financial company;
                    (C) the sale of 80 percent, or more, of the capital 
                stock of the bridge financial company to a person other 
                than the Corporation and other than another bridge 
                financial company;
                    (D) at the election of the Corporation, either the 
                assumption of all or substantially all of the 
                liabilities of the bridge financial company by a 
                company that is not a bridge financial company, or the 
                acquisition of all or substantially all of the assets 
                of the bridge financial company by a company that is 
                not a bridge financial company, or other entity as 
                permitted under applicable law; and
                    (E) the expiration of the period provided in 
                paragraph (11), or the earlier dissolution of the 
                bridge financial company as provided in paragraph (14).
            (13) Effect of termination events.--
                    (A) Merger or consolidation.--A merger or 
                consolidation as provided in paragraph (12)(A) shall be 
                conducted in accordance with, and shall have the effect 
                provided in, the provisions of applicable law. For the 
                purpose of effecting such a merger or consolidation, 
                the bridge financial company shall be treated as a 
                corporation organized under the laws of the State of 
                Delaware (unless the law of another State has been 
                selected by the bridge financial company in accordance 
                with paragraph (2)(F)), and the Corporation shall be 
                treated as the sole shareholder thereof, 
                notwithstanding any other provision of State or Federal 
                law.
                    (B) Charter conversion.--Following the sale of a 
                majority of the capital stock of the bridge financial 
                company as provided in paragraph (12)(B), the 
                Corporation may amend the charter of the bridge 
                financial company to reflect the termination of the 
                status of the bridge financial company as such, 
                whereupon the company shall have all of the rights, 
                powers, and privileges under its constituent documents 
                and applicable State or Federal law. In connection 
                therewith, the Corporation may take such steps as may 
                be necessary or convenient to reincorporate the bridge 
                financial company under the laws of a State and, 
                notwithstanding any provisions of State or Federal law, 
                such State-chartered corporation shall be deemed to 
                succeed by operation of law to such rights, titles, 
                powers and interests of the bridge financial company as 
                the Corporation may provide, with the same effect as if 
                the bridge financial company had merged with the State-
                chartered corporation under provisions of the corporate 
                laws of such State.
                    (C) Sale of stock.--Following the sale of 80 
                percent or more of the capital stock of a bridge 
                financial company as provided in paragraph (12)(C), the 
                company shall have all of the rights, powers, and 
                privileges under its constituent documents and 
                applicable State or Federal law. In connection 
                therewith, the Corporation may take such steps as may 
                be necessary or convenient to reincorporate the bridge 
                financial company under the laws of a State and, 
                notwithstanding any provisions of State or Federal law, 
                the State-chartered corporation shall be deemed to 
                succeed by operation of law to such rights, titles, 
                powers and interests of the bridge financial company as 
                the Corporation may provide, with the same effect as if 
                the bridge financial company had merged with the State-
                chartered corporation under provisions of the corporate 
                laws of such State.
                    (D) Assumption of liabilities and sale of assets.--
                Following the assumption of all or substantially all of 
                the liabilities of the bridge financial company, or the 
                sale of all or substantially all of the assets of the 
                bridge financial company, as provided in paragraph 
                (12)(D), at the election of the Corporation the bridge 
                financial company may retain its status as such for the 
                period provided in paragraph (11) or may be dissolved 
                at the election of the Corporation.
                    (E) Amendments to charter.--Following the 
                consummation of a transaction described in subparagraph 
                (A), (B), (C), or (D) of paragraph (12), the charter of 
                the resulting company shall be amended to reflect the 
                termination of bridge financial company status, if 
                appropriate.
            (14) Dissolution of bridge financial company.--
                    (A) In general.--Notwithstanding any other 
                provision of State or Federal law, if a bridge 
                financial company's status as such has not previously 
                been terminated by the occurrence of an event specified 
                in subparagraph (A), (B), (C), or (D) of paragraph 
                (12)--
                            (i) the Corporation may, in its discretion, 
                        dissolve the bridge financial company in 
                        accordance with this paragraph at any time; and
                            (ii) the Corporation shall promptly 
                        commence dissolution proceedings in accordance 
                        with this paragraph upon the expiration of the 
                        2-year period following the date the bridge 
                        financial company was chartered, or any 
                        extension thereof, as provided in paragraph 
                        (11).
                    (B) Procedures.--The Corporation shall remain the 
                receiver of a bridge financial company for the purpose 
                of dissolving the bridge financial company. The 
                Corporation as such receiver shall wind up the affairs 
                of the bridge financial company in conformity with the 
                provisions of law relating to the liquidation of 
                covered financial companies. With respect to any such 
                bridge financial company, the Corporation as receiver 
                shall have all the rights, powers, and privileges and 
                shall perform the duties related to the exercise of 
                such rights, powers, or privileges granted by law to a 
                receiver of a covered financial company and, 
                notwithstanding any other provision of law, in the 
                exercise of such rights, powers, and privileges the 
                Corporation shall not be subject to the direction or 
                supervision of any State agency or other Federal 
                agency.
            (15) Authority to obtain credit.--
                    (A) In general.--A bridge financial company may 
                obtain unsecured credit and issue unsecured debt.
                    (B) Inability to obtain credit.--If a bridge 
                financial company is unable to obtain unsecured credit 
                or issue unsecured debt, the Corporation may authorize 
                the obtaining of credit or the issuance of debt by the 
                bridge financial company--
                            (i) with priority over any or all of the 
                        obligations of the bridge financial company;
                            (ii) secured by a lien on property of the 
                        bridge financial company that is not otherwise 
                        subject to a lien; or
                            (iii) secured by a junior lien on property 
                        of the bridge financial company that is subject 
                        to a lien.
                    (C) Limitations.--
                            (i) In general.--The Corporation, after 
                        notice and a hearing, may authorize the 
                        obtaining of credit or the issuance of debt by 
                        a bridge financial company that is secured by a 
                        senior or equal lien on property of the bridge 
                        financial company that is subject to a lien 
                        only if--
                                    (I) the bridge financial company is 
                                unable to otherwise obtain such credit 
                                or issue such debt; and
                                    (II) there is adequate protection 
                                of the interest of the holder of the 
                                lien on the property with respect to 
                                which such senior or equal lien is 
                                proposed to be granted.
                    (D) Burden of proof.--In any hearing under this 
                subsection, the Corporation has the burden of proof on 
                the issue of adequate protection.
            (16) Effect on debts and liens.--The reversal or 
        modification on appeal of an authorization under this 
        subsection to obtain credit or issue debt, or of a grant under 
        this section of a priority or a lien, does not affect the 
        validity of any debt so issued, or any priority or lien so 
        granted, to an entity that extended such credit in good faith, 
        whether or not such entity knew of the pendency of the appeal, 
        unless such authorization and the issuance of such debt, or the 
        granting of such priority or lien, were stayed pending appeal.
    (i) Sharing Records.--Whenever the Corporation has been appointed 
as receiver or qualified receiver for a covered financial company, the 
Federal Reserve Board and the company's primary Federal regulatory 
agency, if any, shall each make all records relating to the company 
available to the receiver or qualified receiver which may be used by 
the receiver or qualified receiver in any manner the receiver or 
qualified receiver determines to be appropriate.
    (j) Expedited Procedures for Certain Claims.--
            (1) Time for filing notice of appeal.--The notice of appeal 
        of any order, whether interlocutory or final, entered in any 
        case brought by the Corporation against a covered financial 
        company's director, officer, employee, agent, attorney, 
        accountant, or appraiser or any other person employed by or 
        providing services to a covered financial company shall be 
        filed not later than 30 days after the date of entry of the 
        order. The hearing of the appeal shall be held not later than 
        120 days after the date of the notice of appeal. The appeal 
        shall be decided not later than 180 days after the date of the 
        notice of appeal.
            (2) Scheduling.--A court of the United States shall 
        expedite the consideration of any case brought by the 
        Corporation against a covered financial company's director, 
        officer, employee, agent, attorney, accountant, or appraiser or 
        any other person employed by or providing services to a covered 
        financial company. As far as practicable, the court shall give 
        such case priority on its docket.
            (3) Judicial discretion.--The court may modify the schedule 
        and limitations stated in paragraphs (1) and (2) in a 
        particular case, based on a specific finding that the ends of 
        justice that would be served by making such a modification 
        would outweigh the best interest of the public in having the 
        case resolved expeditiously.
    (k) Foreign Investigations.--The Corporation, as receiver or 
qualified receiver of any covered financial company and for purposes of 
carrying out any power, authority, or duty with respect to a covered 
financial company--
            (1) may request the assistance of any foreign financial 
        authority and provide assistance to any foreign financial 
        authority in accordance with section 8(v) of the Federal 
        Deposit Insurance Act as if the covered financial company were 
        an insured depository institution, the Corporation were the 
        appropriate Federal banking agency for the company and any 
        foreign financial authority were the foreign banking authority; 
        and
            (2) may maintain an office to coordinate foreign 
        investigations or investigations on behalf of foreign financial 
        authorities.
    (l) Prohibition on Entering Secrecy Agreements and Protective 
Orders.--The Corporation may not enter into any agreement or approve 
any protective order which prohibits the Corporation from disclosing 
the terms of any settlement of an administrative or other action for 
damages or restitution brought by the Corporation in its capacity as 
receiver or qualified receiver for a covered financial company.
    (m) Liquidation of Certain Covered Financial Companies or Bridge 
Financial Companies.--Notwithstanding any other provision of law (other 
than a conflicting provision of this section), the Corporation, in 
connection with the liquidation of any covered financial company or 
bridge financial company with respect to which the Corporation has been 
appointed as receiver, shall--
            (1) in the case of any covered financial company or bridge 
        financial company that is or has a subsidiary that is a 
        stockbroker (as that term is defined in section 101 of title 11 
        of the United States Code) but is not a member of the 
        Securities Investor Protection Corporation, apply the 
        provisions of subchapter III of chapter 7 of title 11 of the 
        United States Code in respect of the distribution to any 
        ``customer'' of all ``customer name securities'' and ``customer 
        property'' (as such terms are defined in section 741 of such 
        title 11) as if such covered financial company or bridge 
        financial company were a debtor for purposes of such 
        subchapter; or
            (2) in the case of any covered financial company or bridge 
        financial company that is a commodity broker (as that term is 
        defined in section 101 of title 11 of the United States Code), 
        apply the provisions of subchapter IV of chapter 7 of title 11 
        of the United States Code in respect of the distribution to any 
        ``customer'' of all ``customer property'' (as such terms are 
        defined in section 761 of such title 11) as if such covered 
        financial company or bridge financial company were a debtor for 
        purposes of such subchapter.
    (n) Systemic Resolution Fund.--
            (1) Establishment.--There is established in the Treasury a 
        separate fund called the Systemic Resolution Fund, which shall 
        be available without further appropriation for the cost of 
        actions authorized by this title upon a determination made 
        under section 1603(b) to the Corporation to carry out the 
        authorities contained in this title, including the payment of 
        administrative expenses, the Corporation's payment of principal 
        and interest on obligations issued under paragraph (3), and the 
        exercise of authorities under section 1604.
            (2) Proceeds.--Amounts received by the Corporation 
        (including amounts borrowed under paragraph (3) and assessments 
        received under subsection (o), but excluding amounts received 
        by any covered financial company when the Corporation is acting 
        in its capacity as receiver or qualified receiver for such 
        company, and excluding amounts credited to the appropriate 
        financing account as a means of financing credit activity, as 
        applicable) shall be deposited into the Fund, subject to 
        apportionment.
            (3) Capitalization of fund.--
                    (A) Corporation authorized to issue obligations.--
                In order to capitalize the Fund upon the Secretary 
                making the determination provided for in section 
                1603(b), the Corporation is authorized to issue 
                obligations to the Secretary.
                    (B) Secretary authorized to purchase obligations.--
                The Secretary may, in the Secretary's discretion and 
                under such terms and conditions that the Secretary may 
                require, purchase or agree to purchase any obligations 
                issued under subparagraph (A), and for such purpose the 
                Secretary is authorized to use as a public debt 
                transaction the proceeds of the sale of any securities 
                hereafter issued under chapter 31 of title 31, United 
                States Code, and the purposes for which securities may 
                be issued under chapter 31 of title 31, United States 
                Code, are extended to include such purchases.
                    (C) Interest rate.--Each purchase of obligations by 
                the Secretary under this paragraph shall be upon such 
                terms and conditions as to yield a return at a rate not 
                less than a rate determined by the Secretary, taking 
                into consideration the current average yield on 
                outstanding marketable obligations of the United States 
                of comparable maturity.
                    (D) Secretary authorized to sell obligations.--The 
                Secretary may sell, upon such terms and conditions and 
                at such price or prices as the Secretary shall 
                determine, any of the obligations acquired under this 
                paragraph.
                    (E) Public debt transactions.--All purchases and 
                sales by the Secretary of such obligations under this 
                paragraph shall be treated as public debt transactions 
                of the United States, and the proceeds from the sale of 
                any obligations acquired by the Secretary under this 
                paragraph shall be covered into the Treasury as 
                miscellaneous receipts.
    (o) Recovery of Expended Funds From Financial Companies.--
            (1) Risk-based assessments.--The Corporation shall recover 
        the amount of funds expended out of the Fund under subsection 
        (n) and which have not otherwise been recouped. Steps to 
        recover such amounts shall include one or more risk-based 
        assessments on financial companies in such amount and manner, 
        and subject to such terms and conditions that the Corporation 
        determines, with the concurrence of the Secretary and the 
        Federal Reserve Board, are necessary to pay in full the 
        obligations issued by Corporation to the Secretary, within 60 
        months from the date of the Secretary's determination under 
        section 1603(b). The Corporation may, with the approval of the 
        Secretary and the Federal Reserve Board, extend this time 
        period if the Corporation determines that an extension is 
        necessary to avoid having a serious adverse effect on the 
        financial system or economic conditions in the United States.
            (2) Assessment threshold and graduated assessment rate.--
        The Corporation shall not assess any financial company whose 
        total assets on a consolidated basis are less than $10 billion. 
        The Corporation shall assess any financial company with $10 
        billion or more in total consolidated assets on a graduated 
        basis that assesses financial companies with greater assets at 
        a higher rate.
            (3) Risk-based assessment considerations.--In imposing 
        assessments under paragraphs (1) and (2), the Corporation 
        shall--
                    (A) take into account economic conditions generally 
                affecting financial companies so as to allow 
                assessments to be lower during less favorable economic 
                conditions;
                    (B) take into account any assessments imposed on a 
                subsidiary of a financial company that is--
                            (i) an insured depository institution 
                        pursuant to section 7 or section 13(c)(4)(G) of 
                        the Federal Deposit Insurance Act (12 U.S.C. 
                        Sec. 1817 and 1823(c)(4)(G));
                            (ii) a member of the Securities Investor 
                        Protection Corporation pursuant to section 4 of 
                        the Securities Investor Protection Act of 1970 
                        (15 U.S.C. 78ddd); or
                            (iii) an insurance company pursuant to 
                        applicable State law to cover (or reimburse 
                        payments made to cover) the costs of 
                        rehabilitation, liquidation, or other State 
                        insolvency proceeding with respect to one or 
                        more insurance companies;
                    (C) take into account the risks presented by the 
                financial company to financial stability or the U.S. 
                economy and the extent to which the financial company 
                has, benefitted, or likely would benefit, from the 
                resolution of a financial company under this Act;
                    (D) take into account such other factors as the 
                Corporation deems appropriate;
                    (E) distinguish among different classes of assets 
                or different types of financial companies in order to 
                establish comparable assessment bases among financial 
                companies subject to this subsection; and
                    (F) establish the parameters for the graduated 
                assessment regime described in paragraph (2).
            (4) Collection of information.--The Corporation may impose 
        on financial companies such collection of information 
        requirements that the Corporation deems necessary to carry out 
        this subsection after a determination under section 1603(b).
            (5) Rulemaking.--The Corporation shall, in consultation 
        with the Secretary and the Federal Reserve Board, prescribe 
        regulations to carry out this subsection.
    (p) No Federal Status.--
            (1) Agency status.--A covered financial company (or any 
        covered subsidiary thereof) that is placed into receivership or 
        qualified receivership is not a department, agency, or 
        instrumentality of the United States for purposes of statutes 
        that confer powers on or impose obligations on government 
        entities.
            (2) Employee status.--Interim directors, directors, 
        officers, employees, or agents of a covered financial company 
        that is placed into receivership or qualified receivership are 
        not, solely by virtue of service in any such capacity, officers 
        or employees of the United States. Any employee of the 
        Corporation, acting as receiver or qualified receiver, or of 
        any Federal agency who serves at the request of the receiver or 
        qualified receiver as an interim director, director, officer, 
        employee, or agent of a covered financial company that is 
        placed into receivership or qualified receivership shall not--
                    (A) solely by virtue of service in any such 
                capacity lose any existing status as an officer or 
                employee of the United States for purposes of title 5, 
                United States Code, or any other provision of law, or
                    (B) receive any salary or benefits for service in 
                any such capacity with respect to a covered financial 
                company that is placed into receivership or qualified 
                receivership in addition to such salary or benefits as 
                are obtained through employment with the Corporation or 
                other Federal agency.

SEC. 1610. CLARIFICATION OF PROHIBITION REGARDING CONCEALMENT OF ASSETS 
              FROM QUALIFIED RECEIVER, RECEIVER, OR LIQUIDATING AGENT.

    (a) In General.--Section 1032 of title 18, United States Code, is 
amended in paragraph (1) by deleting ``or'' before ``the National 
Credit Union Administration Board,'' and by inserting immediately 
thereafter ``or the Corporation, as defined in section 1602 of the 
Resolution Authority for Large, Interconnected Financial Companies Act 
of 2009,''.
    (b) Conforming Change.--The heading of section 1032 of title 18, 
United States Code, is amended by striking ``of financial 
institution''.

SEC. 1611. MISCELLANEOUS PROVISIONS.

    (a) Bankruptcy Code Amendments.--Section 109(b)(2) of title 11 of 
the United States Code is amended by inserting ``covered financial 
company (as that term is defined in section 1602(5) of the Resolution 
Authority for Large, Interconnected Financial Companies Act of 2009),'' 
after ``a domestic insurance company,''.
    (b) Federal Deposit Insurance Act and Federal Deposit Insurance 
Corporation Improvement Act of 1991.--
            (1) Section 18(c)(4)(G)(i) of the Federal Deposit Insurance 
        Act (12 U.S.C. 1823(c)(4)(G)(i)) is amended by inserting at the 
        end the following new sentence: ``The determination with regard 
        to the Corporation's exercise of authority under this 
        subparagraph shall apply to only an insured depository 
        institution except when severe financial conditions exist which 
        threaten the stability of a significant number of insured 
        depository institutions.''.
            (2) Section 403(a) of the Federal Deposit Insurance 
        Corporation Improvement Act of 1991 (12 U.S.C. 4403(a)) is 
        amended by inserting ``section 1609(c) of the Resolution 
        Authority for Large, Interconnected Financial Companies Act of 
        2009, section 1367 of the Federal Housing Enterprises Financial 
        Safety and Soundness Act of 1992 (12 U.S.C. 4617(d)),'' after 
        ``section 11(e) of the Federal Deposit Insurance Act,''.

  Subtitle H--Additional Improvements for Financial Crisis Management

SEC. 1701. ADDITIONAL IMPROVEMENTS FOR FINANCIAL CRISIS MANAGEMENT.

    Section 13 of the Federal Reserve Act is amended in the 3rd 
undesignated paragraph (12 U.S.C. 343) to read as follows:
    ``In unusual and exigent circumstances, the Board of Governors of 
the Federal Reserve System, by the affirmative vote of not less than 
five members and with the written concurrence of the Secretary of the 
Treasury, may authorize any Federal reserve bank, during such periods 
as the said board may determine, at rates established in accordance 
with the provisions of section 14, subdivision (d) of this Act (12 
U.S.C. 357), to discount for an individual, partnership, or 
corporation, notes, drafts, and bills of exchange when such notes, 
drafts, and bills of exchange are indorsed or otherwise secured to the 
satisfaction of the Federal reserve bank: Provided, That the Board of 
Governors of the Federal Reserve System may authorize a Federal reserve 
bank to discount notes, drafts, or bills of exchange under this section 
only as part of a broadly available credit or other facility and may 
not authorize a Federal Reserve bank to discount notes, drafts, or 
bills of exchange for only a single and specific individual, 
partnership, or corporation: And provided further that before 
discounting any such note, draft, or bill of exchange for an 
individual, a partnership or corporation the Federal reserve bank shall 
obtain evidence that such individual, partnership, or corporation is 
unable to secure adequate credit accommodations from other banking 
institutions. All discounts under this paragraph for individuals, 
partnerships, or corporations shall be subject to such limitations, 
restrictions, and regulations as the Board of Governors of the Federal 
Reserve System may prescribe.''.
                                 <all>
```