263 
•HR 3221 EAH2 
‘‘(iv) FORWARD CONTRACT.—The term 
‘forward contract’ means— 
‘‘(I) a contract (other than a com-
modity 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 fu-
ture 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 
on which the contract is entered into, 
including a repurchase transaction, re-
verse repurchase transaction, consign-
ment, lease, swap, hedge transaction, 
deposit, loan, option, allocated trans-
action, unallocated transaction, or any 
other similar agreement; 
‘‘(II) any combination of agree-
ments 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);
264 
•HR 3221 EAH2 
‘‘(IV) a master agreement that 
provides for an agreement or trans-
action referred to in subclauses (I), 
(II), or (III), together with all supple-
ments 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 consid-
ered 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 enhance-
ment 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.
265 
•HR 3221 EAH2 
‘‘(v) REPURCHASE
AGREEMENT.—The 
term ‘repurchase agreement’ (including a 
reverse repurchase agreement)— 
‘‘(I) means an agreement, includ-
ing related terms, which provides for 
the transfer of one or more certificates 
of deposit, mortgage-related securities 
(as such term is defined in section 3 of 
the Securities Exchange Act of 1934), 
mortgage loans, interests in mortgage- 
related securities or mortgage loans, el-
igible bankers’ acceptances, qualified 
foreign government securities (defined 
for purposes of this clause as a security 
that is a direct obligation of, or that is 
fully guaranteed by, the central govern-
ment of a member of the Organization 
for Economic Cooperation and Devel-
opment, as determined by regulation or 
order adopted by the appropriate Fed-
eral banking authority), 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
266 
•HR 3221 EAH2 
the transferee of such certificates of de-
posit, eligible bankers’ acceptances, se-
curities, mortgage loans, or interests 
with a simultaneous agreement by such 
transferee to transfer to the transferor 
thereof certificates of deposit, eligible 
bankers’ acceptances, securities, mort-
gage loans, or interests as described 
above, at a date certain not later than 
1 year after such transfers or on de-
mand, against the transfer of funds, or 
any other similar agreement; 
‘‘(II) does not include any repur-
chase obligation under a participation 
in a commercial mortgage loan, unless 
the Agency 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 re-
ferred to in subclause (I) or (III);
267 
•HR 3221 EAH2 
‘‘(V) means a master agreement 
that provides for an agreement or 
transaction referred to in subclause (I), 
(III), or (IV), together with all supple-
ments 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 con-
sidered 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 agree-
ment 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.
268 
•HR 3221 EAH2 
‘‘(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-cur-
rency rate swap, and basis swap; a 
spot, same day-tomorrow, tomorrow- 
next, forward, or other foreign ex-
change or precious metals agreement; a 
currency swap, option, future, or for-
ward agreement; an equity index or eq-
uity 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 agree-
ment; a commodity index or com-
modity swap, option, future, or for-
ward agreement; or a weather swap, 
weather derivative, or weather option; 
‘‘(II) any agreement or trans-
action that is similar to any other
269 
•HR 3221 EAH2 
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 deal-
ings in the swap markets (including 
terms and conditions incorporated by 
reference in such agreement) and that 
is a forward, swap, future, or option 
on one or more rates, currencies, com-
modities, equity securities or other eq-
uity instruments, debt securities or 
other debt instruments, quantitative 
measures associated with an occur-
rence, extent of an occurrence, or con-
tingency 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 agree-
ments or transactions referred to in 
this clause; 
‘‘(IV) any option to enter into 
any agreement or transaction referred 
to in this clause;
270 
•HR 3221 EAH2 
‘‘(V) a master agreement that pro-
vides 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 agree-
ment that is referred to in subclause 
(I), (II), (III), or (IV); and 
‘‘(VI) any security agreement or 
arrangement or other credit enhance-
ment related to any agreements or 
transactions referred to in subclause 
(I), (II), (III), (IV), or (V), including 
any guarantee or reimbursement obli-
gation in connection with any agree-
ment or transaction referred to in any 
such subclause.
271 
•HR 3221 EAH2 
‘‘(vii) TREATMENT OF MASTER AGREE-
MENT
AS
ONE
AGREEMENT.—Any master 
agreement for any contract or agreement de-
scribed in any preceding clause of this sub-
paragraph (or any master agreement for 
such master agreement or agreements), to-
gether with all supplements to such master 
agreement, shall be treated as a single 
agreement and a single qualified financial 
contract. If a master agreement contains 
provisions relating to agreements or trans-
actions that are not themselves qualified fi-
nancial contracts, the master agreement 
shall be deemed to be a qualified financial 
contract only with respect to those trans-
actions that are themselves qualified finan-
cial contracts. 
‘‘(viii) TRANSFER.—The term ‘trans-
fer’ means every mode, direct or indirect, 
absolute or conditional, voluntary or invol-
untary, of disposing of or parting with 
property or with an interest in property, 
including retention of title as a security in-
terest and foreclosure of the equity of re-
demption of the regulated entity.
272 
•HR 3221 EAH2 
‘‘(E) CERTAIN PROTECTIONS IN EVENT OF 
APPOINTMENT
OF
CONSERVATOR.—Notwith-
standing any other provision of this section, any 
other Federal law, or the law of any State (other 
than paragraph (10) of this subsection and sub-
section (b)(9)(B)), 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 
regulated entity in a conservatorship based 
upon a default under such financial con-
tract which is enforceable under applicable 
noninsolvency law; 
‘‘(ii) any right under any security 
agreement or arrangement or other credit 
enhancement relating to 1 or more such 
qualified financial contracts; 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
280 
•HR 3221 EAH2 
contract to which a regulated entity is a 
party, or to obtain possession of or exercise 
control over any property of the regulated 
entity, or affect any contractual rights of 
the regulated entity, without the consent of 
the conservator or receiver, as appropriate, 
for a period of— 
‘‘(I) 45 days after the date of ap-
pointment of a conservator; or 
‘‘(II) 90 days after the date of ap-
pointment of a receiver. 
‘‘(ii) 
EXCEPTIONS.—This 
subpara-
graph shall not— 
‘‘(I) apply to a contract for liabil-
ity insurance for an officer or director; 
‘‘(II) apply to the rights of parties 
to certain qualified financial contracts 
under subsection (d)(8); and 
‘‘(III) be construed as permitting 
the conservator or receiver to fail to 
comply with otherwise enforceable pro-
visions of such contracts. 
‘‘(14) SAVINGS CLAUSE.—The meanings of terms 
used in this subsection are applicable for purposes of 
this subsection only, and shall not be construed or ap-
281 
•HR 3221 EAH2 
plied so as to challenge or affect the characterization, 
definition, or treatment of any similar terms under 
any other statute, regulation, or rule, including 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 Securi-
ties Exchange Act of 1934), and the Commodity Ex-
change Act. 
‘‘(15) EXCEPTION FOR FEDERAL RESERVE AND 
FEDERAL HOME LOAN BANKS.—No provision of this 
subsection shall apply with respect to— 
‘‘(A) any extension of credit from any Fed-
eral Home Loan Bank or Federal Reserve Bank 
to any regulated entity; or 
‘‘(B) any security interest in the assets of 
the regulated entity securing any such extension 
of credit. 
‘‘(e) 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 Agency determines 
to utilize with respect to a regulated entity in default 
or in danger of default, including transactions au-
thorized under subsection (i), this subsection shall
282 
•HR 3221 EAH2 
govern the rights of the creditors of such regulated en-
tity. 
‘‘(2) MAXIMUM
LIABILITY.—The maximum li-
ability of the Agency, acting as receiver or in any 
other capacity, to any person having a claim against 
the receiver or the regulated entity for which such re-
ceiver is appointed shall be not more than the amount 
that such claimant would have received if the Agency 
had liquidated the assets and liabilities of the regu-
lated entity without exercising the authority of the 
Agency under subsection (i). 
‘‘(f) LIMITATION ON COURT ACTION.—Except as pro-
vided in this section or at the request of the Director, no 
court may take any action to restrain or affect the exercise 
of powers or functions of the Agency as a conservator or 
a receiver. 
‘‘(g) LIABILITY OF DIRECTORS AND OFFICERS.— 
‘‘(1) IN GENERAL.—A director or officer of a reg-
ulated entity may be held personally liable for mone-
tary damages in any civil action described in para-
graph (2) brought by, on behalf of, or at the request 
or direction of the Agency, and prosecuted wholly or 
partially for the benefit of the Agency— 
‘‘(A) acting as conservator or receiver of 
such regulated entity; or
283 
•HR 3221 EAH2 
‘‘(B) acting based upon a suit, claim, or 
cause of action purchased from, assigned by, or 
otherwise conveyed by such receiver or conser-
vator. 
‘‘(2) ACTIONS ADDRESSED.—Paragraph (1) ap-
plies in any civil action for gross negligence, includ-
ing any similar conduct or conduct that demonstrates 
a greater disregard of a duty of care than gross neg-
ligence, including intentional tortious conduct, as 
such terms are defined and determined under applica-
ble State law. 
‘‘(3) NO LIMITATION.—Nothing in this subsection 
shall impair or affect any right of the Agency under 
other applicable law. 
‘‘(h) DAMAGES.—In any proceeding related to any 
claim against a director, officer, employee, agent, attorney, 
accountant, appraiser, or any other party employed by or 
providing services to a regulated entity, recoverable dam-
ages determined to result from the improvident or otherwise 
improper use or investment of any assets of the regulated 
entity shall include principal losses and appropriate inter-
est. 
‘‘(i) LIMITED-LIFE REGULATED ENTITIES.— 
‘‘(1) ORGANIZATION.—
284 
•HR 3221 EAH2 
‘‘(A) PURPOSE.—The Agency, as receiver 
appointed pursuant to subsection (a)— 
‘‘(i) may, in the case of a Federal 
Home Loan Bank, organize a limited-life 
regulated entity with those powers and at-
tributes of the Federal Home Loan Bank in 
default or in danger of default as the Direc-
tor determines necessary, subject to the pro-
visions of this subsection, and the Director 
shall grant a temporary charter to that lim-
ited-life regulated entity, and that limited- 
life regulated entity may operate subject to 
that charter; and 
‘‘(ii) shall, in the case of an enterprise, 
organize a limited-life regulated entity with 
respect to that enterprise in accordance 
with this subsection. 
‘‘(B) AUTHORITIES.—Upon the creation of 
a limited-life regulated entity under subpara-
graph (A), the limited-life regulated entity 
may— 
‘‘(i) assume such liabilities of the regu-
lated entity that is in default or in danger 
of default as the Agency may, in its discre-
tion, determine to be appropriate, except
287 
•HR 3221 EAH2 
Mortgage Corporation is subject, except 
as otherwise provided in this sub-
section. 
‘‘(B) INTERESTS IN AND ASSETS AND OBLI-
GATIONS OF REGULATED ENTITY IN DEFAULT.— 
Notwithstanding subparagraph (A) or any other 
provision of law— 
‘‘(i) a limited-life regulated entity shall 
assume, acquire, or succeed to the assets or 
liabilities of a regulated entity only to the 
extent that such assets or liabilities are 
transferred by the Agency to the limited-life 
regulated entity in accordance with, and 
subject to the restrictions set forth in, para-
graph (1)(B); 
‘‘(ii) a limited-life regulated entity 
shall not assume, acquire, or succeed to any 
obligation that a regulated entity for which 
a receiver has been appointed may have to 
any shareholder of the regulated entity that 
arises as a result of the status of that person 
as a shareholder of the regulated entity; and 
‘‘(iii) no shareholder or creditor of a 
regulated entity shall have any right or 
claim against the charter of the regulated
288 
•HR 3221 EAH2 
entity once the Agency has been appointed 
receiver for the regulated entity and a lim-
ited-life regulated entity succeeds to the 
charter pursuant to subparagraph (A). 
‘‘(C) LIMITED-LIFE
REGULATED
ENTITY 
TREATED AS BEING IN DEFAULT FOR CERTAIN 
PURPOSES.—A limited-life regulated entity shall 
be treated as a regulated entity in default at 
such times and for such purposes as the Agency 
may, in its discretion, determine. 
‘‘(D) MANAGEMENT.—Upon its establish-
ment, a limited-life regulated entity shall be 
under the management of a board of directors 
consisting of not fewer than 5 nor more than 10 
members appointed by the Agency. 
‘‘(E) BYLAWS.—The board of directors of a 
limited-life regulated entity shall adopt such by-
laws as may be approved by the Agency. 
‘‘(3) CAPITAL STOCK.— 
‘‘(A) NO AGENCY REQUIREMENT.—The 
Agency is not required to pay capital stock 
into a limited-life regulated entity or to 
issue any capital stock on behalf of a lim-
ited-life regulated entity established under 
this subsection.
289 
•HR 3221 EAH2 
‘‘(B) AUTHORITY.—If the Director de-
termines that such action is advisable, the 
Agency may cause capital stock or other se-
curities of a limited-life regulated entity es-
tablished with respect to an enterprise to be 
issued and offered for sale, in such amounts 
and on such terms and conditions as the 
Director may determine, in the discretion of 
the Director. 
‘‘(4) INVESTMENTS.—Funds of a limited-life reg-
ulated entity shall be kept on hand in cash, invested 
in obligations of the United States or obligations 
guaranteed as to principal and interest by the United 
States, or deposited with the Agency, or any Federal 
reserve bank. 
‘‘(5) EXEMPT
TAX
STATUS.—Notwithstanding 
any other provision of Federal or State law, a lim-
ited-life regulated entity, its franchise, property, and 
income shall be exempt from all taxation now or here-
after imposed by the United States, by any territory, 
dependency, or possession thereof, or by any State, 
county, municipality, or local taxing authority. 
‘‘(6) WINDING UP.— 
‘‘(A) IN
GENERAL.—Subject to subpara-
graphs (B) and (C), not later than 2 years after
290 
•HR 3221 EAH2 
the date of its organization, the Agency shall 
wind up the affairs of a limited-life regulated en-
tity. 
‘‘(B) EXTENSION.—The Director may, in 
the discretion of the Director, extend the status 
of a limited-life regulated entity for 3 additional 
1-year periods. 
‘‘(C) TERMINATION OF STATUS AS LIMITED- 
LIFE REGULATED ENTITY.— 
‘‘(i) IN GENERAL.—Upon the sale by 
the Agency of 80 percent or more of the cap-
ital stock of a limited-life regulated entity, 
as defined in clause (iv), to 1 or more per-
sons (other than the Agency)— 
‘‘(I) the status of the limited-life 
regulated entity as such shall termi-
nate; and 
‘‘(II) the entity shall cease to be a 
limited-life regulated entity for pur-
poses of this subsection. 
‘‘(ii) 
DIVESTITURE
OF
REMAINING 
STOCK, IF ANY.— 
‘‘(I) IN GENERAL.—Not later than 
1 year after the date on which the sta-
tus of a limited-life regulated entity is
291 
•HR 3221 EAH2 
terminated pursuant to clause (i), the 
Agency shall sell to 1 or more persons 
(other than the Agency) any remaining 
capital stock of the former limited-life 
regulated entity. 
‘‘(II) EXTENSION AUTHORIZED.— 
The Director may extend the period re-
ferred to in subclause (I) for not longer 
than an additional 2 years, if the Di-
rector determines that such action 
would be in the public interest. 
‘‘(iii) 
SAVINGS
CLAUSE.—Notwith-
standing any provision of law, other than 
clause (ii), the Agency shall not be required 
to sell the capital stock of an enterprise or 
a limited-life regulated entity established 
with respect to an enterprise. 
‘‘(iv) APPLICABILITY.—This subpara-
graph applies only with respect to a lim-
ited-life regulated entity that is established 
with respect to an enterprise. 
‘‘(7) TRANSFER OF ASSETS AND LIABILITIES.— 
‘‘(A) IN GENERAL.— 
‘‘(i) TRANSFER OF ASSETS AND LIABIL-
ITIES.—The Agency, as receiver, may trans-
293 
•HR 3221 EAH2 
in default or in danger of default that are 
similarly situated under subsection (c)(1) in 
a similar manner in exercising the author-
ity of the Agency under this subsection to 
transfer any assets or liabilities of the regu-
lated entity to the limited-life regulated en-
tity established with respect to such regu-
lated entity, except that the Agency may 
take actions (including making payments) 
that do not comply with this clause, if— 
‘‘(I) the Director determines that 
such actions are necessary to maximize 
the value of the assets of the regulated 
entity, to maximize the present value 
return from the sale or other disposi-
tion of the assets of the regulated enti-
ty, or to minimize the amount of any 
loss realized upon the sale or other dis-
position of the assets of the regulated 
entity; and 
‘‘(II) all creditors that are simi-
larly situated under subsection (c)(1) 
receive not less than the amount pro-
vided in subsection (e)(2).
294 
•HR 3221 EAH2 
‘‘(v) LIMITATION ON TRANSFER OF LI-
ABILITIES.—Notwithstanding 
any 
other 
provision of law, the aggregate amount of 
liabilities of a regulated entity that are 
transferred to, or assumed by, a limited-life 
regulated entity may not exceed the aggre-
gate amount of assets of the regulated entity 
that are transferred to, or purchased by, the 
limited-life regulated entity. 
‘‘(8) REGULATIONS.—The Agency may promul-
gate such regulations as the Agency determines to be 
necessary or appropriate to implement this sub-
section. 
‘‘(9) POWERS OF LIMITED-LIFE REGULATED EN-
TITIES.— 
‘‘(A) IN GENERAL.—Each limited-life regu-
lated entity created under this subsection shall 
have all corporate powers of, and be subject to 
the same provisions of law as, the regulated enti-
ty in default or in danger of default to which it 
relates, except that— 
‘‘(i) the Agency may— 
‘‘(I) remove the directors of a lim-
ited-life regulated entity;
295 
•HR 3221 EAH2 
‘‘(II) fix the compensation of 
members of the board of directors and 
senior management, as determined by 
the Agency in its discretion, of a lim-
ited-life regulated entity; and 
‘‘(III) indemnify the representa-
tives for purposes of paragraph (1)(B), 
and the directors, officers, employees, 
and agents of a limited-life regulated 
entity on such terms as the Agency de-
termines to be appropriate; and 
‘‘(ii) the board of directors of a lim-
ited-life regulated entity— 
‘‘(I) shall elect a chairperson who 
may also serve in the position of chief 
executive officer, except that such per-
son shall not serve either as chair-
person or as chief executive officer 
without the prior approval of the Agen-
cy; and 
‘‘(II) may appoint a chief execu-
tive officer who is not also the chair-
person, except that such person shall 
not serve as chief executive officer with-
out the prior approval of the Agency.
296 
•HR 3221 EAH2 
‘‘(B) STAY OF JUDICIAL ACTION.—Any judi-
cial action to which a limited-life regulated enti-
ty becomes a party by virtue of its acquisition 
of any assets or assumption of any liabilities of 
a regulated entity in default shall be stayed from 
further proceedings for a period of not longer 
than 45 days, at the request of the limited-life 
regulated entity. Such period may be modified 
upon the consent of all parties. 
‘‘(10) NO FEDERAL STATUS.— 
‘‘(A) AGENCY STATUS.—A limited-life regu-
lated entity is not an agency, establishment, or 
instrumentality of the United States. 
‘‘(B) EMPLOYEE
STATUS.—Representatives 
for purposes of paragraph (1)(B), interim direc-
tors, directors, officers, employees, or agents of a 
limited-life regulated entity are not, solely by 
virtue of service in any such capacity, officers or 
employees of the United States. Any employee of 
the Agency or of any Federal instrumentality 
who serves at the request of the Agency as a rep-
resentative for purposes of paragraph (1)(B), in-
terim director, director, officer, employee, or 
agent of a limited-life regulated entity shall 
not—
297 
•HR 3221 EAH2 
‘‘(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 limited-life regulated entity in addition to 
such salary or benefits as are obtained 
through employment with the Agency or 
such Federal instrumentality. 
‘‘(11) AUTHORITY TO OBTAIN CREDIT.— 
‘‘(A) IN GENERAL.—A limited-life regulated 
entity may obtain unsecured credit and issue 
unsecured debt. 
‘‘(B) INABILITY TO OBTAIN CREDIT.—If a 
limited-life regulated entity is unable to obtain 
unsecured credit or issue unsecured debt, the Di-
rector may authorize the obtaining of credit or 
the issuance of debt by the limited-life regulated 
entity— 
‘‘(i) with priority over any or all of 
the obligations of the limited-life regulated 
entity;
298 
•HR 3221 EAH2 
‘‘(ii) secured by a lien on property of 
the limited-life regulated entity that is not 
otherwise subject to a lien; or 
‘‘(iii) secured by a junior lien on prop-
erty of the limited-life regulated entity that 
is subject to a lien. 
‘‘(C) LIMITATIONS.— 
‘‘(i) IN GENERAL.—The Director, after 
notice and a hearing, may authorize the ob-
taining of credit or the issuance of debt by 
a limited-life regulated entity that is se-
cured by a senior or equal lien on property 
of the limited-life regulated entity that is 
subject to a lien (other than mortgages that 
collateralize the mortgage-backed securities 
issued or guaranteed by an enterprise) only 
if— 
‘‘(I) the limited-life regulated en-
tity 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.
299 
•HR 3221 EAH2 
‘‘(D) BURDEN OF PROOF.—In any hearing 
under this subsection, the Director has the bur-
den of proof on the issue of adequate protection. 
‘‘(12) EFFECT ON DEBTS AND LIENS.—The rever-
sal 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 ex-
tended 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. 
‘‘(j) OTHER AGENCY EXEMPTIONS.— 
‘‘(1) APPLICABILITY.—The provisions of this sub-
section shall apply with respect to the Agency in any 
case in which the Agency is acting as a conservator 
or a receiver. 
‘‘(2) TAXATION.—The Agency, including its fran-
chise, its capital, reserves, and surplus, and its in-
come, shall be exempt from all taxation imposed by 
any State, county, municipality, or local taxing au-
thority, except that any real property of the Agency 
shall be subject to State, territorial, county, munic-
300 
•HR 3221 EAH2 
ipal, or local taxation to the same extent according to 
its value as other real property is taxed, except that, 
notwithstanding the failure of any person to challenge 
an assessment under State law of the value of such 
property, and the tax thereon, shall be determined as 
of the period for which such tax is imposed. 
‘‘(3) PROPERTY
PROTECTION.—No property of 
the Agency shall be subject to levy, attachment, gar-
nishment, foreclosure, or sale without the consent of 
the Agency, nor shall any involuntary lien attach to 
the property of the Agency. 
‘‘(4) PENALTIES AND FINES.—The Agency shall 
not be liable for any amounts in the nature of pen-
alties or fines, including those arising from the fail-
ure of any person to pay any real property, personal 
property, probate, or recording tax or any recording 
or filing fees when due. 
‘‘(k) PROHIBITION OF CHARTER REVOCATION.—In no 
case may the receiver appointed pursuant to this section 
revoke, annul, or terminate the charter of an enterprise.’’. 
(b) TECHNICAL
AND CONFORMING AMENDMENTS.— 
The Federal Housing Enterprises Financial Safety and 
Soundness Act of 1992 (12 U.S.C. 4501 et seq.) is amend-
ed— 
(1) in section 1368 (12 U.S.C. 4618)—
301 
•HR 3221 EAH2 
(A) by striking ‘‘an enterprise’’ each place 
that term appears and inserting ‘‘a regulated en-
tity’’; and 
(B) by striking ‘‘the enterprise’’ each place 
that term appears and inserting ‘‘the regulated 
entity’’; 
(2) in section 1369C (12 U.S.C. 4622), by strik-
ing ‘‘enterprise’’ each place that term appears and in-
serting ‘‘regulated entity’’; 
(3) in section 1369D (12 U.S.C. 4623)— 
(A) by striking ‘‘an enterprise’’ each place 
that term appears and inserting ‘‘a regulated en-
tity’’; and 
(B) in subsection (a)(1), by striking ‘‘An 
enterprise’’ and inserting ‘‘A regulated entity’’; 
and 
(4) by striking sections 1369, 1369A, and 1369B 
(12 U.S.C. 4619, 4620, and 4621). 
Subtitle D—Enforcement Actions 
SEC. 1151. CEASE AND DESIST PROCEEDINGS. 
Section 1371 of the Federal Housing Enterprises Fi-
nancial Safety and Soundness Act of 1992 (12 U.S.C. 4631) 
is amended— 
(1) by striking subsections (a) and (b) and in-
serting the following:
302 
•HR 3221 EAH2 
‘‘(a) ISSUANCE FOR UNSAFE OR UNSOUND PRACTICES 
AND VIOLATIONS.— 
‘‘(1) AUTHORITY OF DIRECTOR.—If, in the opin-
ion of the Director, a regulated entity or any entity- 
affiliated party is engaging or has engaged, or the Di-
rector has reasonable cause to believe that the regu-
lated entity or any entity-affiliated party is about to 
engage, in an unsafe or unsound practice in con-
ducting the business of the regulated entity or the Of-
fice of Finance, or is violating or has violated, or the 
Director has reasonable cause to believe is about to 
violate, a law, rule, regulation, or order, or any con-
dition imposed in writing by the Director in connec-
tion with the granting of any application or other re-
quest by the regulated entity or the Office of Finance 
or any written agreement entered into with the Direc-
tor, the Director may issue and serve upon the regu-
lated entity or entity-affiliated party a notice of 
charges in respect thereof. 
‘‘(2) LIMITATION.—The Director may not, pur-
suant to this section, enforce compliance with any 
housing goal established under subpart B of part 2 of 
subtitle A of this title, with section 1336 or 1337 of 
this title, with subsection (m) or (n) of section 309 of 
the Federal National Mortgage Association Charter
309 
•HR 3221 EAH2 
‘‘(I) any law or regulation; 
‘‘(II) any cease and desist order 
which has become final; 
‘‘(III) any condition imposed in 
writing by the Director in connection 
with the grant of any application or 
other request by such regulated entity; 
or 
‘‘(IV) any written agreement be-
tween such regulated entity and the 
Director; 
‘‘(ii) engaged or participated in any 
unsafe or unsound practice in connection 
with any regulated entity or business insti-
tution; or 
‘‘(iii) committed or engaged in any 
act, omission, or practice which constitutes 
a breach of such party’s fiduciary duty; 
‘‘(B) by reason of the violation, practice, or 
breach described in subparagraph (A)— 
‘‘(i) such regulated entity or business 
institution has suffered or will probably suf-
fer financial loss or other damage; or 
‘‘(ii) such party has received financial 
gain or other benefit; and
310 
•HR 3221 EAH2 
‘‘(C) the violation, practice, or breach de-
scribed in subparagraph (A)— 
‘‘(i) involves personal dishonesty on the 
part of such party; or 
‘‘(ii) demonstrates willful or con-
tinuing disregard by such party for the 
safety or soundness of such regulated entity 
or business institution. 
‘‘(b) SUSPENSION ORDER.— 
‘‘(1) SUSPENSION
OR
PROHIBITION
AUTHOR-
ITY.—If the Director serves written notice under sub-
section (a) upon a party subject to that subsection 
(a), the Director may, by order, suspend or remove 
such party from office, or prohibit such party from 
further participation in any manner in the conduct 
of the affairs of the regulated entity, if the Director— 
‘‘(A) determines that such action is nec-
essary for the protection of the regulated entity; 
and 
‘‘(B) serves such party with written notice 
of the order. 
‘‘(2) EFFECTIVE
PERIOD.—Any order issued 
under this subsection— 
‘‘(A) shall become effective upon service; and
311 
•HR 3221 EAH2 
‘‘(B) unless a court issues a stay of such 
order under subsection (g), shall remain in effect 
and enforceable until— 
‘‘(i) the date on which the Director dis-
misses the charges contained in the notice 
served under subsection (a) with respect to 
such party; or 
‘‘(ii) the effective date of an order 
issued under subsection (b). 
‘‘(3) COPY OF ORDER.—If the Director issues an 
order under subsection (b) to any party, the Director 
shall serve a copy of such order on any regulated enti-
ty with which such party is affiliated at the time 
such order is issued. 
‘‘(c) NOTICE, HEARING, AND ORDER.— 
‘‘(1) NOTICE.—A notice under subsection (a) of 
the intention of the Director to issue an order under 
this section shall contain a statement of the facts con-
stituting grounds for such action, and shall fix a time 
and place at which a hearing will be held on such ac-
tion. 
‘‘(2) TIMING OF HEARING.—A hearing shall be 
fixed for a date not earlier than 30 days, nor later 
than 60 days, after the date of service of notice under
312 
•HR 3221 EAH2 
subsection (a), unless an earlier or a later date is set 
by the Director at the request of— 
‘‘(A) the party receiving such notice, and 
good cause is shown; or 
‘‘(B) the Attorney General of the United 
States. 
‘‘(3) CONSENT.—Unless the party that is the 
subject of a notice delivered under subsection (a) ap-
pears at the hearing in person or by a duly author-
ized representative, such party shall be deemed to 
have consented to the issuance of an order under this 
section. 
‘‘(4) ISSUANCE OF ORDER OF SUSPENSION.—The 
Director may issue an order under this section, as the 
Director may deem appropriate, if— 
‘‘(A) a party is deemed to have consented to 
the issuance of an order under paragraph (3); or 
‘‘(B) upon the record made at the hearing, 
the Director finds that any of the grounds speci-
fied in the notice have been established. 
‘‘(5) EFFECTIVENESS
OF
ORDER.—Any order 
issued under paragraph (4) shall become effective at 
the expiration of 30 days after the date of service 
upon the relevant regulated entity and party (except 
in the case of an order issued upon consent under
313 
•HR 3221 EAH2 
paragraph (3), which shall become effective at the 
time specified therein). Such order shall remain effec-
tive and enforceable except to such extent as it is 
stayed, modified, terminated, or set aside by action of 
the Director or a reviewing court. 
‘‘(d) PROHIBITION
OF CERTAIN SPECIFIC ACTIVI-
TIES.—Any person subject to an order issued under this sec-
tion shall not— 
‘‘(1) participate in any manner in the conduct 
of the affairs of any regulated entity or the Office of 
Finance; 
‘‘(2) solicit, procure, transfer, attempt to trans-
fer, vote, or attempt to vote any proxy, consent, or au-
thorization with respect to any voting rights in any 
regulated entity; 
‘‘(3) violate any voting agreement previously ap-
proved by the Director; or 
‘‘(4) vote for a director, or serve or act as an en-
tity-affiliated party of a regulated entity or as an of-
ficer or director of the Office of Finance. 
‘‘(e) INDUSTRY-WIDE PROHIBITION.— 
‘‘(1) IN GENERAL.—Except as provided in para-
graph (2), any person who, pursuant to an order 
issued under this section, has been removed or sus-
pended from office in a regulated entity or the Office
321 
•HR 3221 EAH2 
(A) in section 1317(f), by striking ‘‘section 
1379B’’ and inserting ‘‘section 1379D’’; 
(B) in section 1373(a)— 
(i) in paragraph (1), by striking ‘‘or 
1376(c)’’ and inserting ‘‘, 1376(c), or 
1377’’; 
(ii) in paragraph (2), by inserting ‘‘or 
1377’’ after’’ 1371’’; and 
(iii) in paragraph (4), by inserting 
‘‘or removal or prohibition’’ after ‘‘cease 
and desist’’; and 
(C) in section 1374(a)— 
(i) by striking ‘‘or 1376’’ and inserting 
‘‘1313B, 1376, or 1377’’; and 
(ii) by striking ‘‘such section’’ and in-
serting ‘‘this title’’. 
(2) FANNIE MAE CHARTER ACT.—Section 308(b) 
of the Federal National Mortgage Association Charter 
Act (12 U.S.C. 1723(b)) is amended in the second 
sentence, by striking ‘‘The’’ and inserting ‘‘Except to 
the extent that action under section 1377 of the Fed-
eral Housing Enterprises Financial Safety and 
Soundness Act of 1992 temporarily results in a lesser 
number, the’’.
322 
•HR 3221 EAH2 
(3) FREDDIE
MAC
CHARTER
ACT.—Section 
303(a)(2)(A) of the Federal Home Loan Mortgage 
Corporation Act (12 U.S.C. 1452(a)(2)(A)) is amend-
ed, in the second sentence, by striking ‘‘The’’ and in-
serting ‘‘Except to the extent action under section 
1377 of the Federal Housing Enterprises Financial 
Safety and Soundness Act of 1992 temporarily results 
in a lesser number, the’’. 
SEC. 1154. ENFORCEMENT AND JURISDICTION. 
Section 1375 of the Federal Housing Enterprises Fi-
nancial Safety and Soundness Act of 1992 (12 U.S.C. 4635) 
is amended— 
(1) by striking subsection (a) and inserting the 
following new subsection: 
‘‘(a) ENFORCEMENT.—The Director may, in the dis-
cretion of the Director, apply to the United States District 
Court for the District of Columbia, or the United States 
district court within the jurisdiction of which the head-
quarters of the regulated entity is located, for the enforce-
ment of any effective and outstanding notice or order issued 
under this subtitle or subtitle B, or request that the Attorney 
General of the United States bring such an action. Such 
court shall have jurisdiction and power to order and require 
compliance with such notice or order.’’; and
323 
•HR 3221 EAH2 
(2) in subsection (b), by striking ‘‘or 1376’’ and 
inserting ‘‘1313B, 1376, or 1377’’. 
SEC. 1155. CIVIL MONEY PENALTIES. 
Section 1376 of the Federal Housing Enterprises Fi-
nancial Safety and Soundness Act of 1992 (12 U.S.C. 4636) 
is amended— 
(1) by striking subsection (a) and inserting the 
following: 
‘‘(a) IN GENERAL.—The Director may impose a civil 
money penalty in accordance with this section on any regu-
lated entity or any entity-affiliated party. The Director 
shall not impose a civil penalty in accordance with this 
section on any regulated entity or any entity-affiliated 
party for any violation that is addressed under section 
1345(a).’’; 
(2) by striking subsection (b) and inserting the 
following: 
‘‘(b) AMOUNT OF PENALTY.— 
‘‘(1) FIRST TIER.—A regulated entity or entity- 
affiliated party shall forfeit and pay a civil penalty 
of not more than $10,000 for each day during which 
a violation continues, if such regulated entity or 
party— 
‘‘(A) violates any provision of this title, the 
authorizing statutes, or any order, condition,
324 
•HR 3221 EAH2 
rule, or regulation under this title or any au-
thorizing statute; 
‘‘(B) violates any final or temporary order 
or notice issued pursuant to this title; 
‘‘(C) violates any condition imposed in 
writing by the Director in connection with the 
grant of any application or other request by such 
regulated entity; or 
‘‘(D) violates any written agreement be-
tween the regulated entity and the Director. 
‘‘(2) SECOND TIER.—Notwithstanding paragraph 
(1), a regulated entity or entity-affiliated party shall 
forfeit and pay a civil penalty of not more than 
$50,000 for each day during which a violation, prac-
tice, or breach continues, if— 
‘‘(A) the regulated entity or entity-affiliated 
party, respectively— 
‘‘(i) commits any violation described 
in any subparagraph of paragraph (1); 
‘‘(ii) recklessly engages in an unsafe or 
unsound practice in conducting the affairs 
of the regulated entity; or 
‘‘(iii) breaches any fiduciary duty; and 
‘‘(B) the violation, practice, or breach— 
‘‘(i) is part of a pattern of misconduct;
325 
•HR 3221 EAH2 
‘‘(ii) causes or is likely to cause more 
than a minimal loss to the regulated entity; 
or 
‘‘(iii) results in pecuniary gain or 
other benefit to such party. 
‘‘(3) THIRD TIER.—Notwithstanding paragraphs 
(1) and (2), any regulated entity or entity-affiliated 
party shall forfeit and pay a civil penalty in an 
amount not to exceed the applicable maximum 
amount determined under paragraph (4) for each day 
during which such violation, practice, or breach con-
tinues, if such regulated entity or entity-affiliated 
party— 
‘‘(A) knowingly— 
‘‘(i) commits any violation described 
in any subparagraph of paragraph (1); 
‘‘(ii) engages in any unsafe or unsound 
practice in conducting the affairs of the reg-
ulated entity; or 
‘‘(iii) breaches any fiduciary duty; and 
‘‘(B) knowingly or recklessly causes a sub-
stantial loss to the regulated entity or a substan-
tial pecuniary gain or other benefit to such 
party by reason of such violation, practice, or 
breach.
329 
•HR 3221 EAH2 
(1) by striking ‘‘2-year’’ and inserting ‘‘6-year’’; 
(2) by striking ‘‘a director or executive officer of 
an enterprise’’ and inserting ‘‘an entity-affiliated 
party’’; 
(3) by striking ‘‘director or officer’’ each place 
that term appears and inserting ‘‘entity-affiliated 
party’’; and 
(4) by striking ‘‘enterprise.’’ and inserting ‘‘reg-
ulated entity.’’. 
SEC. 1158. SUBPOENA AUTHORITY. 
(a) IN GENERAL.—Section 1379B of the Federal Hous-
ing Enterprises Financial Safety and Soundness Act of 
1992 (12 U.S.C. 4641) is amended— 
(1) in subsection (a)— 
(A) in the matter preceding paragraph 
(1)— 
(i) by striking ‘‘administrative’’; 
(ii) by inserting ‘‘, examination, or in-
vestigation’’ after ‘‘proceeding’’; 
(iii) by striking ‘‘subtitle’’ and insert-
ing ‘‘title’’; and 
(iv) by inserting ‘‘or any designated 
representative thereof, including any person 
designated to conduct any hearing under 
this subtitle’’ after ‘‘Director’’; and
330 
•HR 3221 EAH2 
(B) in paragraph (4), by striking ‘‘issued 
by the Director’’; 
(2) in subsection (b), by inserting ‘‘or in any 
territory or other place subject to the jurisdiction of 
the United States’’ after ‘‘State’’; 
(3) by striking subsection (c) and inserting the 
following: 
‘‘(c) ENFORCEMENT.— 
‘‘(1) IN GENERAL.—The Director, or any party 
to proceedings under this subtitle, may apply to the 
United States District Court for the District of Co-
lumbia, or the United States district court for the ju-
dicial district of the United States in any territory 
in which such proceeding is being conducted, or where 
the witness resides or carries on business, for enforce-
ment of any subpoena or subpoena duces tecum issued 
pursuant to this section. 
‘‘(2) POWER OF COURT.—The courts described 
under paragraph (1) shall have the jurisdiction and 
power to order and require compliance with any sub-
poena issued under paragraph (1).’’; 
(4) in subsection (d), by inserting ‘‘enterprise-af-
filiated party’’ before ‘‘may allow’’; and 
(5) by adding at the end the following:
331 
•HR 3221 EAH2 
‘‘(e) PENALTIES.—A person shall be guilty of a mis-
demeanor, and upon conviction, shall be subject to a fine 
of not more than $1,000 or to imprisonment for a term 
of not more than 1 year, or both, if that person willfully 
fails or refuses, in disobedience of a subpoena issued under 
subsection (c), to— 
‘‘(1) attend court; 
‘‘(2) testify in court; 
‘‘(3) answer any lawful inquiry; or 
‘‘(4) produce books, papers, correspondence, con-
tracts, agreements, or such other records as requested 
in the subpoena.’’. 
Subtitle E—General Provisions 
SEC. 1161. CONFORMING AND TECHNICAL AMENDMENTS. 
(a) AMENDMENTS TO 1992 ACT.—The Federal Hous-
ing Enterprises Financial Safety and Soundness Act of 
1992 (12 U.S.C. 4501 et seq.), as amended by this Act, is 
amended— 
(1) in section 1315 (12 U.S.C. 4515)— 
(A) in subsection (a)— 
(i) by striking ‘‘(a) OFFICE
PER-
SONNEL.—The’’ and inserting ‘‘(a) IN GEN-
ERAL.—Subject to title III of the Federal 
Housing Finance Regulatory Reform Act of 
2008, the’’; and
332 
•HR 3221 EAH2 
(ii) by striking ‘‘the Office’’ each place 
that term appears and inserting ‘‘the Agen-
cy’’; 
(B) in subsection (c), by striking ‘‘the Of-
fice’’ and inserting ‘‘the Agency’’; 
(C) in subsection (e), by striking ‘‘the Of-
fice’’ and inserting ‘‘the Agency’’; 
(D) by striking subsection (d) and redesig-
nating subsection (e) as subsection (d); and 
(E) by striking subsection (f); 
(2) in section 1319A (12 U.S.C. 4520)— 
(A) by striking ‘‘(a) IN GENERAL.—’’; and 
(B) by striking subsection (b); 
(3) in section 1364(c) (12 U.S.C. 4614(c)), by 
striking the last sentence; 
(4) by striking section 1383 (12 U.S.C. 1451 
note); 
(5) in each of sections 1319D, 1319E, and 1319F 
(12 U.S.C. 4523, 4524, 4525) by striking ‘‘the Office’’ 
each place that term appears and inserting ‘‘the 
Agency’’; and 
(6) in each of sections 1319B and 1369(a)(3) (12 
U.S.C. 4521, 4619(a)(3)), by striking ‘‘Committee on 
Banking, Finance and Urban Affairs’’ each place
333 
•HR 3221 EAH2 
such term appears and inserting ‘‘Committee on Fi-
nancial Services’’. 
(b) AMENDMENTS TO FANNIE MAE CHARTER ACT.— 
The Federal National Mortgage Association Charter Act (12 
U.S.C. 1716 et seq.) is amended— 
(1) in each of sections 303(c)(2) (12 U.S.C. 
1718(c)(2)), 309(d)(3)(B) (12 U.S.C. 1723a(d)(3)(B)), 
and 309(k)(1) (12 U.S.C. 1723a(k)(1)), by striking 
‘‘Director of the Office of Federal Housing Enterprise 
Oversight of the Department of Housing and Urban 
Development’’ each place that term appears, and in-
serting ‘‘Director of the Federal Housing Finance 
Agency’’; and 
(2) in section 309— 
(A) 
in 
subsection 
(m) 
(12 
U.S.C. 
1723a(m))— 
(i) in paragraph (1), by striking ‘‘to 
the Secretary, in a form determined by the 
Secretary’’ and inserting ‘‘to the Director of 
the Federal Housing Finance Agency, in a 
form determined by the Director’’; and 
(ii) in paragraph (2), by striking ‘‘to 
the Secretary, in a form determined by the 
Secretary’’ and inserting ‘‘to the Director of
334 
•HR 3221 EAH2 
the Federal Housing Finance Agency, in a 
form determined by the Director’’; 
(B) 
in 
subsection 
(n) 
(12 
U.S.C. 
1723a(n))— 
(i) in paragraph (1), by striking ‘‘and 
the Secretary’’ and inserting ‘‘and the Di-
rector of the Federal Housing Finance 
Agency’’; and 
(ii) in paragraph (2), by striking 
‘‘Secretary’’ each place that term appears 
and inserting ‘‘Director of the Federal 
Housing Finance Agency’’; and 
(C) in paragraph (3)(B), by striking ‘‘Sec-
retary’’ and inserting ‘‘Director of the Federal 
Housing Finance Agency’’. 
(c) AMENDMENTS TO FREDDIE MAC CHARTER ACT.— 
The Federal Home Loan Mortgage Corporation Act (12 
U.S.C. 1451 et seq.) is amended— 
(1) in each of sections 303(b)(2) (12 U.S.C. 
1452(b)(2)), 303(h)(2) (12 U.S.C. 1452(h)(2)), and 
section 307(c)(1) (12 U.S.C. 1456(c)(1)), by striking 
‘‘Director of the Office of Federal Housing Enterprise 
Oversight of the Department of Housing and Urban 
Development’’ each place that term appears, and in-
335 
•HR 3221 EAH2 
serting ‘‘Director of the Federal Housing Finance 
Agency’’; 
(2) in section 306 (12 U.S.C. 1455)— 
(A) in subsection (c)(2), by inserting ‘‘the’’ 
after ‘‘Secretary of’’; 
(B) in subsection (i)— 
(i) by striking ‘‘section 1316(c)’’ and 
inserting ‘‘section 306(c)’’; and 
(ii) by striking ‘‘section 106’’ and in-
serting ‘‘section 1316’’; and 
(C) in subsection (j)(2), by striking ‘‘of sub-
stantially’’ and inserting ‘‘or substantially’’; and 
(3) in section 307 (12 U.S.C. 1456)— 
(A) in subsection (e)— 
(i) in paragraph (1), by striking ‘‘to 
the Secretary, in a form determined by the 
Secretary’’ and inserting ‘‘to the Director of 
the Federal Housing Finance Agency, in a 
form determined by the Director’’; and 
(ii) in paragraph (2), by striking ‘‘to 
the Secretary, in a form determined by the 
Secretary’’ and inserting ‘‘to the Director of 
the Federal Housing Finance Agency, in a 
form determined by the Director’’; and 
(B) in subsection (f)—
336 
•HR 3221 EAH2 
(i) in paragraph (1), by striking ‘‘and 
the Secretary’’ and inserting ‘‘and the Di-
rector of the Federal Housing Finance 
Agency’’; 
(ii) in paragraph (2), by striking ‘‘the 
Secretary’’ each place that term appears 
and inserting ‘‘the Director of the Federal 
Housing Finance Agency’’; and 
(iii) in paragraph (3)(B), by striking 
‘‘Secretary’’ and inserting ‘‘Director of the 
Federal Housing Finance Agency’’. 
(d) AMENDMENT
TO TITLE 18, UNITED STATES 
CODE.—Section 1905 of title 18, United States Code, is 
amended by striking ‘‘Office of Federal Housing Enterprise 
Oversight’’ and inserting ‘‘Federal Housing Finance Agen-
cy’’. 
(e) AMENDMENTS TO FLOOD DISASTER PROTECTION 
ACT OF 1973.—Section 102(f)(3)(A) of the Flood Disaster 
Protection Act of 1973 (42 U.S.C. 4012a(f)(3)(A)) is 
amended by striking ‘‘Director of the Office of Federal 
Housing Enterprise Oversight of the Department of Hous-
ing and Urban Development’’ and inserting ‘‘Director of 
the Federal Housing Finance Agency’’. 
(f) AMENDMENT TO DEPARTMENT OF HOUSING AND 
URBAN DEVELOPMENT ACT.—Section 5 of the Department
337 
•HR 3221 EAH2 
of Housing and Urban Development Act (42 U.S.C. 3534) 
is amended by striking subsection (d). 
(g) AMENDMENTS
TO TITLE 5, UNITED STATES 
CODE.—Title 5, United States Code, is amended— 
(1) in section 5313, by striking the item relating 
to the Director of the Office of Federal Housing En-
terprise Oversight, Department of Housing and 
Urban Development and inserting the following new 
item: 
‘‘Director of the Federal Housing Finance Agen-
cy.’’; and 
(2) in section 3132(a)(1)— 
(A) in subparagraph (B), by striking ‘‘,, 
and’’ and inserting ‘‘, and’’; 
(B) in subparagraph (D)— 
(i) by striking ‘‘the Federal Housing 
Finance Board’’; 
(ii) by striking ‘‘the Office of Federal 
Housing Enterprise Oversight of the De-
partment of Housing and Urban Develop-
ment’’ and inserting ‘‘the Federal Housing 
Finance Agency’’; and 
(iii) by striking ‘‘or or’’ at the end;
338 
•HR 3221 EAH2 
(C) in subparagraph (E), as added by sec-
tion 8(d)(1)(B)(iii) of Public Law 107–123, by 
adding ‘‘or’’ at the end; and 
(D) by redesignating subparagraph (E), as 
added by section 10702(c)(1)(C) of Public Law 
107–171, as subparagraph (F). 
(h) AMENDMENT TO SARBANES-OXLEY ACT.—Section 
105(b)(5)(B)(ii)(II) of the Sarbanes-Oxley Act of 2002 (15 
U.S.C. 7215(b)(5)(B)(ii)(II)) is amended by inserting ‘‘and 
the Director of the Federal Housing Finance Agency,’’ after 
‘‘Commission,’’. 
(i) AMENDMENT TO FEDERAL DEPOSIT INSURANCE 
ACT.—Section 11(t)(2)(A) of the Federal Deposit Insurance 
Act (12 U.S.C. 1821(t)(2)(A)) is amended by adding at the 
end the following: 
‘‘(vii) Federal Housing Finance Agen-
cy.’’. 
SEC. 1162. PRESIDENTIALLY-APPOINTED DIRECTORS OF 
ENTERPRISES. 
(a) FANNIE MAE.— 
(1) IN GENERAL.—Section 308(b) of the Federal 
National Mortgage Association Charter Act (12 
U.S.C. 1723(b)) is amended— 
(A) in the first sentence, by striking ‘‘eight-
een persons, five of whom shall be appointed an-
340 
•HR 3221 EAH2 
(i) in the first sentence, by striking 
‘‘18 persons, 5 of whom shall be appointed 
annually by the President of the United 
States and the remainder of whom’’ and in-
serting ‘‘13 persons, or such other number 
as the Director determines appropriate, 
who’’; and 
(ii) in the second sentence, by striking 
‘‘appointed by the President of the United 
States’’; 
(B) in subparagraph (B)— 
(i) by striking ‘‘such or’’; and 
(ii) by striking ‘‘, except that any ap-
pointed member may be removed from office 
by the President for good cause’’; and 
(C) in subparagraph (C)— 
(i) by striking the first sentence; and 
(ii) by striking ‘‘elective’’. 
(2) TRANSITIONAL PROVISION.—The amendments 
made by paragraph (1) shall not apply to any ap-
pointed position of the board of directors of the Fed-
eral Home Loan Mortgage Corporation until the expi-
ration of the annual term for such position during 
which the effective date under section 1163 occurs.
341 
•HR 3221 EAH2 
SEC. 1163. EFFECTIVE DATE. 
Except as otherwise specifically provided in this title, 
this title and the amendments made by this title shall take 
effect on, and shall apply beginning on, the date of enact-
ment of this Act. 
TITLE II—FEDERAL HOME LOAN 
BANKS 
SEC. 1201. RECOGNITION OF DISTINCTIONS BETWEEN THE 
ENTERPRISES 
AND 
THE 
FEDERAL 
HOME 
LOAN BANKS. 
Section 1313 of the Federal Housing Enterprises Fi-
nancial Safety and Soundness Act of 1992 (12 U.S.C. 4513) 
is amended by adding at the end the following: 
‘‘(f) RECOGNITION OF DISTINCTIONS BETWEEN THE 
ENTERPRISES AND THE FEDERAL HOME LOAN BANKS.— 
Prior to promulgating any regulation or taking any other 
formal or informal agency action of general applicability 
and future effect relating to the Federal Home Loan Banks 
(other than any regulation, advisory document, or exam-
ination guidance of the Federal Housing Finance Board 
that the Director reissues after the authority of the Director 
over the Federal Home Loan Banks takes effect), including 
the issuance of an advisory document or examination guid-
ance, the Director shall consider the differences between the 
Federal Home Loan Banks and the enterprises with respect 
to—
342 
•HR 3221 EAH2 
‘‘(1) the Banks’— 
‘‘(A) cooperative ownership structure; 
‘‘(B) the mission of providing liquidity to 
members; 
‘‘(C) affordable housing and community de-
velopment mission; 
‘‘(D) capital structure; and 
‘‘(E) joint and several liability; and 
‘‘(2) any other differences that the Director con-
siders appropriate.’’. 
SEC. 1202. DIRECTORS. 
Section 7 of the Federal Home Loan Bank Act (12 
U.S.C. 1427) is amended— 
(1) by striking subsection (a) and inserting the 
following: 
‘‘(a) NUMBER; ELECTION; QUALIFICATIONS; CON-
FLICTS OF INTEREST.— 
‘‘(1) IN GENERAL.—Subject to paragraphs (2) 
through (4), the management of each Federal Home 
Loan Bank shall be vested in a board of 13 directors, 
or such other number as the Director determines ap-
propriate. 
‘‘(2) BOARD MAKEUP.—The board of directors of 
each Bank shall be comprised of—
343 
•HR 3221 EAH2 
‘‘(A) member directors, who shall comprise 
at least the majority of the members of the board 
of directors; and 
‘‘(B) independent directors, who shall com-
prise not fewer than 2⁄5 of the members of the 
board of directors. 
‘‘(3) SELECTION CRITERIA.— 
‘‘(A) IN
GENERAL.—Each member of the 
board of directors shall be— 
‘‘(i) elected by plurality vote of the 
members, in accordance with procedures es-
tablished under this section; and 
‘‘(ii) a citizen of the United States. 
‘‘(B) INDEPENDENT DIRECTOR CRITERIA.— 
‘‘(i) IN GENERAL.—Each independent 
director that is not a public interest direc-
tor under clause (ii) shall have dem-
onstrated knowledge of, or experience in, fi-
nancial management, auditing and ac-
counting, risk management practices, de-
rivatives, project development, or organiza-
tional management, or such other knowledge 
or expertise as the Director may provide by 
regulation.
344 
•HR 3221 EAH2 
‘‘(ii) PUBLIC
INTEREST.—Not fewer 
than 2 of the independent directors shall 
have more than 4 years of experience in 
representing consumer or community inter-
ests on banking services, credit needs, hous-
ing, or financial consumer protections. 
‘‘(iii) CONFLICTS
OF
INTEREST.—No 
independent director may, during the term 
of service on the board of directors, serve as 
an officer of any Federal Home Loan Bank 
or as a director, officer, or employee of any 
member of a Bank, or of any person that re-
ceives advances from a Bank. 
‘‘(4) DEFINITIONS.—For purposes of this section, 
the following definitions shall apply: 
‘‘(A) INDEPENDENT DIRECTOR.—The terms 
‘independent director’ and ‘independent director-
ship’ mean a member of the board of directors of 
a Federal Home Loan Bank who is a bona fide 
resident of the district in which the Federal 
Home Loan Bank is located, or the directorship 
held by such a person, respectively. 
‘‘(B) 
MEMBER
DIRECTOR.—The 
terms 
‘member director’ and ‘member directorship’ 
mean a member of the board of directors of a
352 
•HR 3221 EAH2 
(7) in section 15 (12 U.S.C. 1435), by inserting 
‘‘or the Director’’ after ‘‘the Board’’; 
(8) by striking ‘‘the Board’’ each place that term 
appears and inserting ‘‘the Director’’; 
(9) by striking ‘‘The Board’’ each place that 
term appears and inserting ‘‘The Director’’; 
(10) by striking ‘‘the Finance Board’’ each place 
that term appears and inserting ‘‘the Director’’; 
(11) by striking ‘‘The Finance Board’’ each place 
that term appears and inserting ‘‘The Director’’; and 
(12) by striking ‘‘Federal Housing Finance 
Board’’ each place that term appears and inserting 
‘‘Director’’. 
SEC. 1205. HOUSING GOALS. 
The Federal Home Loan Bank Act (12 U.S.C. 1421 
et seq.) is amended by inserting after section 10b the fol-
lowing new section: 
‘‘SEC. 10C. HOUSING GOALS. 
‘‘(a) IN GENERAL.—The Director shall establish hous-
ing goals with respect to the purchase of mortgages, if any, 
by the Federal Home Loan Banks. Such goals shall be con-
sistent with the goals established under sections 1331 
through 1334 of the Federal Housing Enterprises Financial 
Safety and Soundness Act of 1992.
353 
•HR 3221 EAH2 
‘‘(b) CONSIDERATIONS.—In establishing the goals re-
quired by subsection (a), the Director shall consider the 
unique mission and ownership structure of the Federal 
Home Loan Banks. 
‘‘(c) TRANSITION PERIOD.—To facilitate an orderly 
transition, the Director shall establish interim target goals 
for purposes of this section for each of the 2 calendar years 
following the date of enactment of this section. 
‘‘(d) MONITORING AND ENFORCEMENT OF GOALS.— 
The requirements of section 1336 of the Federal Housing 
Enterprises Safety and Soundness Act of 1992, shall apply 
to this section, in the same manner and to the same extent 
as that section applies to the Federal housing enterprises. 
‘‘(e) ANNUAL REPORT.—The Director shall annually 
report to Congress on the performance of the Banks in meet-
ing the goals established under this section.’’. 
SEC. 1206. COMMUNITY DEVELOPMENT FINANCIAL INSTI-
TUTIONS. 
Section 4(a)(1) of the Federal Home Loan Bank Act 
(12 U.S.C. 1424(a)(1)) is amended— 
(1) by inserting after ‘‘savings bank,’’ the fol-
lowing: ‘‘community development financial institu-
tion,’’; and 
(2) in subparagraph (B), by inserting after 
‘‘United States,’’ the following: ‘‘or, in the case of a
354 
•HR 3221 EAH2 
community development financial institution, is cer-
tified as a community development financial institu-
tion under the Community Development Banking and 
Financial Institutions Act of 1994.’’. 
SEC. 1207. SHARING OF INFORMATION AMONG FEDERAL 
HOME LOAN BANKS. 
The Federal Home Loan Bank Act is amended by in-
serting after section 20 (12 U.S.C. 1440) the following new 
section: 
‘‘SEC. 20A. SHARING OF INFORMATION AMONG FEDERAL 
HOME LOAN BANKS. 
‘‘(a) INFORMATION
ON FINANCIAL CONDITION.—In 
order to enable each Federal Home Loan Bank to evaluate 
the financial condition of one or more of the other Federal 
Home Loan Banks individually and the Federal Home 
Loan Bank System (including any risks associated with the 
issuance or repayment of consolidated Federal Home Loan 
Bank bonds and debentures or other borrowings and the 
joint and several liabilities of the Banks incurred due to 
such borrowings), as well as to comply with any of its obli-
gations under the Securities Exchange Act of 1934 (15 
U.S.C. 78a et seq.), the Director shall make available to 
the Banks such reports, records, or other information as 
may be available, relating to the condition of any Federal 
Home Loan Bank.
355 
•HR 3221 EAH2 
‘‘(b) SHARING OF INFORMATION.— 
‘‘(1) IN GENERAL.—The Director shall promul-
gate regulations to facilitate the sharing of informa-
tion made available under subsection (a) directly 
among the Federal Home Loan Banks. 
‘‘(2) LIMITATION.—Notwithstanding paragraph 
(1), a Federal Home Loan Bank responding to a re-
quest from another Bank or from the Director for in-
formation pursuant to this section may request that 
the Director determine that such information is pro-
prietary and that the public interest requires that 
such information not be shared. 
‘‘(c) LIMITATION.—Nothing in this section shall affect 
the obligations of any Federal Home Loan Bank under the 
Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) 
or the regulations issued by the Securities and Exchange 
Commission thereunder. 
‘‘(d) NO WAIVER OF PRIVILEGE.—The Director shall 
not be deemed to have waived any privilege applicable to 
any information concerning a Federal Home Loan Bank 
by transferring, or permitting the transfer of, that informa-
tion to any other Federal Home Loan Bank for the purposes 
set out in subsection (a).’’.
356 
•HR 3221 EAH2 
SEC. 1208. EXCLUSION FROM CERTAIN REQUIREMENTS. 
(a) IN GENERAL.—The Federal Home Loan Banks 
shall be exempt from compliance with— 
(1) sections 13(e), 14(a), and 14(c) of the Securi-
ties Exchange Act of 1934, and related Commission 
regulations; 
(2) section 15 of the Securities Exchange Act of 
1934, and related Commission regulations, with re-
spect to transactions in the capital stock of a Federal 
Home Loan Bank; 
(3) section 17A of the Securities Exchange Act of 
1934, and related Commission regulations, with re-
spect to the transfer of the securities of a Federal 
Home Loan Bank; and 
(4) the Trust Indenture Act of 1939. 
(b) MEMBER EXEMPTION.—The members of the Fed-
eral Home Loan Bank System shall be exempt from compli-
ance with sections 13(d), 13(f), 13(g), 14(d), and 16 of the 
Securities Exchange Act of 1934, and related Commission 
regulations, with respect to ownership of or transactions in 
the capital stock of the Federal Home Loan Banks by such 
members. 
(c) EXEMPTED AND GOVERNMENT SECURITIES.— 
(1) CAPITAL STOCK.—The capital stock issued by 
each of the Federal Home Loan Banks under section 
6 of the Federal Home Loan Bank Act are—
421 
•HR 3221 EAH2 
(ii) a subsidiary that is— 
(I) owned and controlled by a de-
pository institution; and 
(II) regulated by a Federal bank-
ing agency; or 
(iii) an institution regulated by the 
Farm Credit Administration; and 
(B) is registered with, and maintains a 
unique identifier through, the Nationwide Mort-
gage Licensing System and Registry. 
(8) RESIDENTIAL MORTGAGE LOAN.—The term 
‘‘residential mortgage loan’’ means any loan pri-
marily for personal, family, or household use that is 
secured by a mortgage, deed of trust, or other equiva-
lent consensual security interest on a dwelling (as de-
fined in section 103(v) of the Truth in Lending Act) 
or residential real estate upon which is constructed or 
intended to be constructed a dwelling (as so defined). 
(9) SECRETARY.—The term ‘‘Secretary’’ means 
the Secretary of Housing and Urban Development. 
(10) STATE.—The term ‘‘State’’ means any 
State of the United States, the District of Columbia, 
any territory of the United States, Puerto Rico, 
Guam, American Samoa, the Trust Territory of the
422 
•HR 3221 EAH2 
Pacific Islands, the Virgin Islands, and the Northern 
Mariana Islands. 
(11) STATE-LICENSED LOAN ORIGINATOR.—The 
term ‘‘State-licensed loan originator’’ means any in-
dividual who— 
(A) is a loan originator; 
(B) is not an employee of— 
(i) a depository institution; 
(ii) a subsidiary that is— 
(I) owned and controlled by a de-
pository institution; and 
(II) regulated by a Federal bank-
ing agency; or 
(iii) an institution regulated by the 
Farm Credit Administration; and 
(C) is licensed by a State or by the Sec-
retary under section 1508 and registered as a 
loan originator with, and maintains a unique 
identifier through, the Nationwide Mortgage Li-
censing System and Registry. 
(12) UNIQUE IDENTIFIER.— 
(A) IN GENERAL.—The term ‘‘unique iden-
tifier’’ means a number or other identifier that— 
(i) permanently identifies a loan origi-
nator;