233 
‘‘(j) OTHER AGENCY EXEMPTIONS.— 
‘‘(1) APPLICABILITY.—The provisions of this 
subsection shall apply with respect to the Agency in 
any case in which the Agency is acting as a conser-
vator or a receiver. 
‘‘(2) TAXATION.—The Agency, including its 
franchise, its capital, reserves, and surplus, and its 
income, shall be exempt from all taxation imposed 
by any State, county, municipality, or local taxing 
authority, except that any real property of the Agen-
cy shall be subject to State, territorial, county, mu-
nicipal, or local taxation to the same extent accord-
ing to its value as other real property is taxed, ex-
cept 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 im-
posed. 
‘‘(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 
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penalties or fines, including those arising from the 
failure of any person to pay any real property, per-
sonal property, probate, or recording tax or any re-
cording or filing fees when due. 
‘‘(k) PROHIBITION OF CHARTER REVOCATION.—In 
no case may the receiver appointed pursuant to this sec-
tion revoke, annul, or terminate the charter of an enter-
prise.’’. 
(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)— 
(A) by striking ‘‘an enterprise’’ each place 
that term appears and inserting ‘‘a regulated 
entity’’; 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 
striking ‘‘enterprise’’ each place that term appears 
and inserting ‘‘regulated entity’’; 
(3) in section 1369D (12 U.S.C. 4623)— 
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(A) by striking ‘‘an enterprise’’ each place 
that term appears and inserting ‘‘a regulated 
entity’’; 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. 151. 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: 
‘‘(a) ISSUANCE FOR UNSAFE OR UNSOUND PRAC-
TICES AND VIOLATIONS.— 
‘‘(1) AUTHORITY
OF
DIRECTOR.—If, in the 
opinion of the Director, a regulated entity or any en-
tity-affiliated party is engaging or has engaged, or 
the Director has reasonable cause to believe that the 
regulated entity or any entity-affiliated party is 
about to engage, in an unsafe or unsound practice 
in conducting the business of the regulated entity or 
the Office of Finance, or is violating or has violated, 
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236 
or the Director has reasonable cause to believe is 
about to violate, a law, rule, regulation, or order, or 
any condition imposed in writing by the Director in 
connection with the granting of any application or 
other request by the regulated entity or the Office 
of Finance or any written agreement entered into 
with the Director, the Director may issue and serve 
upon the regulated 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 of this 
title, with subsection (m) or (n) of section 309 of the 
Federal National Mortgage Association Charter Act 
(12 U.S.C. 1723a(m), (n)), with subsection (e) or (f) 
of section 307 of the Federal Home Loan Mortgage 
Corporation Act (12 U.S.C. 1456(e), (f)), or with 
paragraph (5) of section 10(j) of the Federal Home 
Loan Bank Act (12 U.S.C. 1430(j)). 
‘‘(b) ISSUANCE FOR UNSATISFACTORY RATING.—If a 
regulated entity receives, in its most recent report of ex-
amination, a less-than-satisfactory rating for asset quality, 
management, earnings, or liquidity, the Director may (if 
the deficiency is not corrected) deem the regulated entity 
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to be engaging in an unsafe or unsound practice for pur-
poses of subsection (a).’’; 
(2) in subsection (c)— 
(A) in paragraph (1), by inserting before 
the period at the end the following: ‘‘, unless 
the party served with a notice of charges shall 
appear at the hearing personally or by a duly 
authorized representative, the party shall be 
deemed to have consented to the issuance of the 
cease and desist order’’; and 
(B) in paragraph (2)— 
(i) by striking ‘‘or director’’ and in-
serting 
‘‘director, 
or 
entity-affiliated 
party’’; and 
(ii) by inserting ‘‘or entity-affiliated 
party’’ before ‘‘consents’’; 
(3) in each of subsections (c), (d), and (e)— 
(A) by striking ‘‘the enterprise’’ each place 
that term appears and inserting ‘‘the regulated 
entity’’; 
(B) by striking ‘‘an enterprise’’ each place 
that term appears and inserting ‘‘a regulated 
entity’’; and 
(C) by striking ‘‘conduct’’ each place that 
term appears and inserting ‘‘practice’’; 
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(4) in subsection (d)— 
(A) in the matter preceding paragraph 
(1)— 
(i) by striking ‘‘or director’’ and in-
serting 
‘‘director, 
or 
entity-affiliated 
party’’; and 
(ii) by inserting ‘‘to require a regu-
lated entity or entity-affiliated party’’ after 
‘‘includes the authority’’; 
(B) in paragraph (1)— 
(i) by striking ‘‘to require an executive 
officer or a director to’’; and 
(ii) by striking ‘‘loss’’ and all that fol-
lows through ‘‘person’’ and inserting ‘‘loss, 
if’’; 
(iii) in subparagraph (A), by inserting 
‘‘such entity or party or finance facility’’ 
before ‘‘was’’; and 
(iv) by striking subparagraph (B) and 
inserting the following: 
‘‘(B) the violation or practice involved a 
reckless disregard for the law or any applicable 
regulations or prior order of the Director;’’; and 
(C) in paragraph (4), by inserting ‘‘loan 
or’’ before ‘‘asset’’; 
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239 
(5) in subsection (e), by inserting ‘‘or entity-af-
filiated party’’— 
(A) before ‘‘or any executive’’; and 
(B) before the period at the end; and 
(6) in subsection (f)— 
(A) by striking ‘‘enterprise’’ and inserting 
‘‘regulated entity, finance facility,’’; and 
(B) by striking ‘‘or director’’ and inserting 
‘‘director, or entity-affiliated party’’. 
SEC. 152. TEMPORARY CEASE AND DESIST PROCEEDINGS. 
Section 1372 of the Federal Housing Enterprises Fi-
nancial Safety and Soundness Act of 1992 (12 U.S.C. 
4632) is amended— 
(1) by striking subsection (a) and inserting the 
following: 
‘‘(a) GROUNDS FOR ISSUANCE.— 
‘‘(1) IN GENERAL.—If the Director determines 
that the actions specified in the notice of charges 
served upon a regulated entity or any entity-affili-
ated party pursuant to section 1371(a), or the con-
tinuation thereof, is likely to cause insolvency or sig-
nificant dissipation of assets or earnings of that en-
tity, or is likely to weaken the condition of that enti-
ty prior to the completion of the proceedings con-
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ducted pursuant to sections 1371 and 1373, the Di-
rector may— 
‘‘(A) issue a temporary order requiring 
that regulated entity or entity-affiliated party to 
cease and desist from any such violation or 
practice; and 
‘‘(B) require that regulated entity or enti-
ty-affiliated party to take affirmative action to 
prevent or remedy such insolvency, dissipation, 
condition, or prejudice pending completion of 
such proceedings. 
‘‘(2) ADDITIONAL
REQUIREMENTS.—An order 
issued under paragraph (1) may include any require-
ment authorized under subsection 1371(d).’’; 
(2) in subsection (b)— 
(A) by striking ‘‘or director’’ and inserting 
‘‘director, or entity-affiliated party’’; and 
(B) by striking ‘‘enterprise’’ each place 
that term appears and inserting ‘‘regulated en-
tity’’; 
(3) in subsection (c), by striking ‘‘enterprise’’ 
each place that term appears and inserting ‘‘regu-
lated entity’’; 
(4) in subsection (d)— 
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241 
(A) by striking ‘‘or director’’ each place 
that term appears and inserting ‘‘director, or 
entity-affiliated party’’; and 
(B) by striking ‘‘An enterprise’’ and insert-
ing ‘‘A regulated entity’’; and 
(5) in subsection (e)— 
(A) by striking ‘‘request the Attorney Gen-
eral of the United States to’’; and 
(B) by striking ‘‘or may, under the direc-
tion and control of the Attorney General, bring 
such action’’. 
SEC. 153. REMOVAL AND PROHIBITION AUTHORITY. 
(a) IN GENERAL.—Part 1 of subtitle C of the Federal 
Housing Enterprises Financial Safety and Soundness Act 
of 1992 (12 U.S.C. 4631 et seq.) is amended— 
(1) by redesignating sections 1377 through 
1379B (12 U.S.C. 4637–4641) as sections 1379 
through 1379D, respectively; and 
(2) by inserting after section 1376 (12 U.S.C. 
4636) the following: 
‘‘SEC. 1377. REMOVAL AND PROHIBITION AUTHORITY. 
‘‘(a) AUTHORITY TO ISSUE ORDER.— 
‘‘(1) IN
GENERAL.—The Director may serve 
upon a party described in paragraph (2), or any offi-
cer, director, or management of the Office of Fi-
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242 
nance a written notice of the intention of the Direc-
tor to suspend or remove such party from office, or 
prohibit any further participation by such party, in 
any manner, in the conduct of the affairs of the reg-
ulated entity. 
‘‘(2) APPLICABILITY.—A party described in this 
paragraph is an entity-affiliated party or any officer, 
director, or management of the Office of Finance, if 
the Director determines that— 
‘‘(A) that party, officer, or director has, di-
rectly or indirectly— 
‘‘(i) violated— 
‘‘(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 enti-
ty; 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 
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243 
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 
suffer financial loss or other damage; or 
‘‘(ii) such party has received financial 
gain or other benefit; and 
‘‘(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 enti-
ty or business institution. 
‘‘(b) SUSPENSION ORDER.— 
‘‘(1) SUSPENSION
OR
PROHIBITION
AUTHOR-
ITY.—If the Director serves written notice under 
subsection (a) upon a party subject to that sub-
section (a), the Director may, by order, suspend or 
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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 
‘‘(B) unless a court issues a stay of such 
order under subsection (g), shall remain in ef-
fect and enforceable until— 
‘‘(i) the date on which the Director 
dismisses the charges contained in the no-
tice served under subsection (a) with re-
spect 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 Di-
rector shall serve a copy of such order on any regu-
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lated entity 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 
constituting grounds for such action, and shall fix a 
time and place at which a hearing will be held on 
such action. 
‘‘(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 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. 
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246 
‘‘(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 spec-
ified 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 
paragraph (3), which shall become effective at the 
time specified therein). Such order shall remain ef-
fective 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 
section shall not— 
‘‘(1) participate in any manner in the conduct 
of the affairs of any regulated entity or the Office 
of Finance; 
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‘‘(2) solicit, procure, transfer, attempt to trans-
fer, vote, or attempt to vote any proxy, consent, or 
authorization with respect to any voting rights in 
any regulated entity; 
‘‘(3) violate any voting agreement previously 
approved by the Director; or 
‘‘(4) vote for a director, or serve or act as an 
entity-affiliated party of a regulated entity or as an 
officer 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 Of-
fice of Finance, or prohibited from participating in 
the conduct of the affairs of a regulated entity or 
the Office of Finance, may not, while such order is 
in effect, continue or commence to hold any office in, 
or participate in any manner in the conduct of the 
affairs of, any regulated entity or the Office of Fi-
nance. 
‘‘(2) EXCEPTION IF DIRECTOR PROVIDES WRIT-
TEN CONSENT.—If, on or after the date on which an 
order is issued under this section which removes or 
suspends from office any party, or prohibits such 
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party from participating in the conduct of the affairs 
of a regulated entity or the Office of Finance, such 
party receives the written consent of the Director, 
the order shall, to the extent of such consent, cease 
to apply to such party with respect to the regulated 
entity or such Office of Finance described in the 
written consent. Any such consent shall be publicly 
disclosed. 
‘‘(3) VIOLATION OF PARAGRAPH (1) TREATED 
AS VIOLATION OF ORDER.—Any violation of para-
graph (1) by any person who is subject to an order 
issued under subsection (h) shall be treated as a vio-
lation of the order. 
‘‘(f) APPLICABILITY.—This section shall only apply 
to a person who is an individual, unless the Director spe-
cifically finds that it should apply to a corporation, firm, 
or other business entity. 
‘‘(g) STAY OF SUSPENSION AND PROHIBITION OF 
ENTITY-AFFILIATED PARTY.—Not later than 10 days 
after the date on which any entity-affiliated party has been 
suspended from office or prohibited from participation in 
the conduct of the affairs of a regulated entity under this 
section, such party may apply to the United States Dis-
trict Court for the District of Columbia, or the United 
States district court for the judicial district in which the 
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249 
headquarters of the regulated entity is located, for a stay 
of such suspension or prohibition pending the completion 
of the administrative proceedings pursuant to subsection 
(c). The court shall have jurisdiction to stay such suspen-
sion or prohibition. 
‘‘(h) SUSPENSION OR REMOVAL OF ENTITY-AFFILI-
ATED PARTY CHARGED WITH FELONY.— 
‘‘(1) SUSPENSION OR PROHIBITION.— 
‘‘(A) IN GENERAL.—Whenever any entity- 
affiliated party is charged in any information, 
indictment, or complaint, with the commission 
of or participation in a crime involving dishon-
esty or breach of trust which is punishable by 
imprisonment for a term exceeding 1 year 
under Federal or State law, the Director may, 
if continued service or participation by such 
party may pose a threat to the regulated entity 
or impair public confidence in the regulated en-
tity, by written notice served upon such party, 
suspend such party from office or prohibit such 
party from further participation in any manner 
in the conduct of the affairs of any regulated 
entity. 
‘‘(B) PROVISIONS
APPLICABLE
TO
NO-
TICE.— 
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‘‘(i) COPY.—A copy of any notice 
under subparagraph (A) shall be served 
upon the relevant regulated entity. 
‘‘(ii) EFFECTIVE PERIOD.—A suspen-
sion or prohibition under subparagraph (A) 
shall remain in effect until the informa-
tion, indictment, or complaint referred to 
in subparagraph (A) is finally disposed of, 
or until terminated by the Director. 
‘‘(2) REMOVAL OR PROHIBITION.— 
‘‘(A) IN GENERAL.—If a judgment of con-
viction or an agreement to enter a pretrial di-
version or other similar program is entered 
against an entity-affiliated party in connection 
with a crime described in paragraph (1)(A), at 
such time as such judgment is not subject to 
further appellate review, the Director may, if 
continued service or participation by such party 
may pose a threat to the regulated entity or im-
pair public confidence in the regulated entity, 
issue and serve upon such party an order re-
moving such party from office or prohibiting 
such party from further participation in any 
manner in the conduct of the affairs of the reg-
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251 
ulated entity without the prior written consent 
of the Director. 
‘‘(B) 
PROVISIONS
APPLICABLE
TO 
ORDER.— 
‘‘(i) COPY.—A copy of any order 
under subparagraph (A) shall be served 
upon the relevant regulated entity, at 
which time the entity-affiliated party who 
is subject to the order (if a director or an 
officer) shall cease to be a director or offi-
cer of such regulated entity. 
‘‘(ii) EFFECT OF ACQUITTAL.—A find-
ing of not guilty or other disposition of the 
charge shall not preclude the Director from 
instituting proceedings after such finding 
or disposition to remove a party from of-
fice or to prohibit further participation in 
the affairs of a regulated entity pursuant 
to subsection (a) or (b). 
‘‘(iii) 
EFFECTIVE
PERIOD.—Unless 
terminated by the Director, any notice of 
suspension or order of removal issued 
under this subsection shall remain effective 
and outstanding until the completion of 
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any hearing or appeal authorized under 
paragraph (4). 
‘‘(3) AUTHORITY OF REMAINING BOARD MEM-
BERS.— 
‘‘(A) IN GENERAL.—If at any time, be-
cause of the suspension of 1 or more directors 
pursuant to this section, there shall be on the 
board of directors of a regulated entity less 
than a quorum of directors not so suspended, 
all powers and functions vested in or exercisable 
by such board shall vest in and be exercisable 
by the director or directors on the board not so 
suspended, until such time as there shall be a 
quorum of the board of directors. 
‘‘(B) APPOINTMENT
OF
TEMPORARY
DI-
RECTORS.—If all of the directors of a regulated 
entity are suspended pursuant to this section, 
the Director shall appoint persons to serve tem-
porarily as directors pending the termination of 
such suspensions, or until such time as those 
who have been suspended cease to be directors 
of the regulated entity and their respective suc-
cessors take office. 
‘‘(4) HEARING
REGARDING
CONTINUED
PAR-
TICIPATION.— 
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253 
‘‘(A) IN
GENERAL.—Not later than 30 
days after the date of service of any notice of 
suspension or order of removal issued pursuant 
to paragraph (1) or (2), the entity-affiliated 
party may request in writing an opportunity to 
appear before the Director to show that the 
continued service or participation in the con-
duct of the affairs of the regulated entity by 
such party does not, or is not likely to, pose a 
threat to the interests of the regulated entity, 
or threaten to impair public confidence in the 
regulated entity. 
‘‘(B) TIMING AND FORM OF HEARING.— 
Upon receipt of a request for a hearing under 
subparagraph (A), the Director shall fix a time 
(not later than 30 days after the date of receipt 
of such request, unless extended at the request 
of such party) and place at which the entity-af-
filiated party may appear, personally or through 
counsel, before the Director or 1 or more des-
ignated employees of the Director to submit 
written materials (or, at the discretion of the 
Director, oral testimony) and oral argument. 
‘‘(C) DETERMINATION.—Not later than 60 
days after the date of a hearing under subpara-
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254 
graph (B), the Director shall notify the entity- 
affiliated party whether the suspension or pro-
hibition from participation in any manner in 
the conduct of the affairs of the regulated enti-
ty will be continued, terminated, or otherwise 
modified, or whether the order removing such 
party from office or prohibiting such party from 
further participation in any manner in the con-
duct of the affairs of the regulated entity will 
be rescinded or otherwise modified. Such notifi-
cation shall contain a statement of the basis for 
any adverse decision of the Director. 
‘‘(5) RULES.—The Director is authorized to 
prescribe such rules as may be necessary to carry 
out this subsection.’’. 
(b) CONFORMING AMENDMENTS.— 
(1) SAFETY AND SOUNDNESS ACT.—Subtitle C 
of the Federal Housing Enterprises Financial Safety 
and Soundness Act of 1992 (12 U.S.C. 4501 et seq.) 
is amended— 
(A) in section 1317(f), by striking ‘‘section 
1379B’’ and inserting ‘‘section 1379D’’; 
(B) in section 1373(a)— 
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255 
(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 insert-
ing ‘‘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 Associa-
tion 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 Federal Housing Enterprises Financial 
Safety and Soundness Act of 1992 temporarily re-
sults in a lesser number, the’’. 
(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 
amended, in the second sentence, by striking ‘‘The’’ 
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256 
and inserting ‘‘Except to the extent action under 
section 1377 of the Federal Housing Enterprises Fi-
nancial Safety and Soundness Act of 1992 tempo-
rarily results in a lesser number, the’’. 
SEC. 154. 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 
(2) in subsection (b), by striking ‘‘or 1376’’ and 
inserting ‘‘1313B, 1376, or 1377’’. 
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257 
SEC. 155. 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 reg-
ulated 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, 
rule, or regulation under this title or any au-
thorizing statute; 
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258 
‘‘(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 para-
graph (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 vio-
lation, practice, or breach continues, if— 
‘‘(A) the regulated entity or entity-affili-
ated 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 af-
fairs of the regulated entity; or 
‘‘(iii) breaches any fiduciary duty; and 
‘‘(B) the violation, practice, or breach— 
‘‘(i) is part of a pattern of mis-
conduct; 
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259 
‘‘(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 
para-
graphs (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 
continues, 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 un-
sound practice in conducting the affairs of 
the regulated entity; or 
‘‘(iii) breaches any fiduciary duty; and 
‘‘(B) knowingly or recklessly causes a sub-
stantial loss to the regulated entity or a sub-
stantial pecuniary gain or other benefit to such 
party by reason of such violation, practice, or 
breach. 
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260 
‘‘(4) MAXIMUM AMOUNTS OF PENALTIES FOR 
ANY
VIOLATION
DESCRIBED
IN
PARAGRAPH
(3).— 
The maximum daily amount of any civil penalty 
which may be assessed pursuant to paragraph (3) 
for any violation, practice, or breach described in 
paragraph (3) is— 
‘‘(A) in the case of any entity-affiliated 
party, an amount not to exceed $2,000,000; 
and 
‘‘(B) in the case of any regulated entity, 
$2,000,000.’’; 
(3) in subsection (c)— 
(A) by striking ‘‘enterprise’’ each place 
that term appears and inserting ‘‘regulated en-
tity’’; 
(B) 
by 
inserting 
‘‘or 
entity-affiliated 
party’’ before ‘‘in writing’’; and 
(C) by inserting ‘‘or entity-affiliated party’’ 
before ‘‘has been given’’; 
(4) in subsection (d)— 
(A) by striking ‘‘or director’’ each place 
such term appears and inserting ‘‘director, or 
entity-affiliated party’’; 
(B) by striking ‘‘an enterprise’’ and insert-
ing ‘‘a regulated entity’’; 
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261 
(C) by striking ‘‘the enterprise’’ and in-
serting ‘‘the regulated entity’’; 
(D) by striking ‘‘request the Attorney Gen-
eral of the United States to’’; 
(E) by inserting ‘‘, or the United States 
district court within the jurisdiction of which 
the headquarters of the regulated entity is lo-
cated,’’ after ‘‘District of Columbia’’; 
(F) by striking ‘‘, or may, under the direc-
tion and control of the Attorney General of the 
United States, bring such an action’’; and 
(G) by striking ‘‘and section 1374’’; and 
(5) in subsection (g), by striking ‘‘An enter-
prise’’ and inserting ‘‘A regulated entity’’. 
SEC. 156. CRIMINAL PENALTY. 
(a) IN GENERAL.—Subtitle C of the Federal Housing 
Enterprises Financial Safety and Soundness Act of 1992 
(12 U.S.C. 4631 et seq.) is amended by inserting after 
section 1377, as added by this Act, the following: 
‘‘SEC. 1378. CRIMINAL PENALTY. 
‘‘Whoever, being subject to an order in effect under 
section 1377, without the prior written approval of the Di-
rector, knowingly participates, directly or indirectly, in any 
manner (including by engaging in an activity specifically 
prohibited in such an order) in the conduct of the affairs 
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262 
of any regulated entity shall, notwithstanding section 
3571 of title 18, be fined not more than $1,000,000, im-
prisoned for not more than 5 years, or both.’’. 
(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 1379 (as so designated by this 
Act)— 
(A) by striking ‘‘an enterprise’’ and insert-
ing ‘‘a regulated entity’’; and 
(B) by striking ‘‘the enterprise’’ and in-
serting ‘‘the regulated entity’’; 
(2) in section 1379A (as so designated by this 
Act), by striking ‘‘an enterprise’’ and inserting ‘‘a 
regulated entity’’; 
(3) in section 1379B(c) (as so designated by 
this Act), by striking ‘‘enterprise’’ and inserting 
‘‘regulated entity’’; and 
(4) in section 1379D (as so designated by this 
Act), by striking ‘‘enterprise’’ and inserting ‘‘regu-
lated entity’’. 
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263 
SEC. 157. NOTICE AFTER SEPARATION FROM SERVICE. 
Section 1379 of the Federal Housing Enterprises Fi-
nancial Safety and Soundness Act of 1992 (12 U.S.C. 
4637), as so designated by this Act, is amended— 
(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. 158. SUBPOENA AUTHORITY. 
(a) IN GENERAL.—Section 1379B of the Federal 
Housing 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 
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264 
(iv) by inserting ‘‘or any designated 
representative thereof, including any per-
son designated to conduct any hearing 
under this subtitle’’ after ‘‘Director’’; and 
(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 
judicial 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 
enforcement 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).’’; 
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265 
(4) in subsection (d), by inserting ‘‘enterprise- 
affiliated party’’ before ‘‘may allow’’; and 
(5) by adding at the end the following: 
‘‘(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, 
contracts, agreements, or such other records as re-
quested in the subpoena.’’. 
Subtitle E—General Provisions 
SEC. 161. CONFORMING AND TECHNICAL AMENDMENTS. 
(a) AMENDMENTS
TO
1992 ACT.—The Federal 
Housing 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 
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266 
GENERAL.—Subject to title III of the Fed-
eral Housing Finance Regulatory Reform 
Act of 2008, the’’; and 
(ii) by striking ‘‘the Office’’ each place 
that term appears and inserting ‘‘the 
Agency’’; 
(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 in-
serting ‘‘the Agency’’; and 
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267 
(6) in each of sections 1319B and 1369(a)(3) 
(12 U.S.C. 4521, 4619(a)(3)), by striking ‘‘Com-
mittee on Banking, Finance and Urban Affairs’’ 
each place such term appears and inserting ‘‘Com-
mittee on Financial 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 De-
partment of Housing and Urban Development’’ each 
place that term appears, and inserting ‘‘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 
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268 
(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’’; 
(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 strik-
ing ‘‘Director of the Office of Federal Housing En-
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269 
terprise Oversight of the Department of Housing 
and Urban Development’’ each place that term ap-
pears, and inserting ‘‘Director of the Federal Hous-
ing 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 
substantially’’ 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 
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270 
of the Federal Housing Finance Agency, in 
a form determined by the Director’’; and 
(B) in subsection (f)— 
(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 Enter-
prise Oversight’’ and inserting ‘‘Federal Housing Finance 
Agency’’. 
(e) AMENDMENTS TO FLOOD DISASTER PROTECTION 
ACT OF 1973.—Section 102(f)(3)(A) of the Flood Dis-
aster 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-
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271 
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 Depart-
ment 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 relat-
ing to the Director of the Office of Federal Housing 
Enterprise Oversight, Department of Housing and 
Urban Development and inserting the following new 
item: 
‘‘Director of the Federal Housing Finance 
Agency.’’; 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-
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272 
ment’’ and inserting ‘‘the Federal Housing 
Finance Agency’’; and 
(iii) by striking ‘‘or or’’ at the end; 
(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.—Sec-
tion 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 in-
serting ‘‘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 Insur-
ance 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. 162. PRESIDENTIALLY-APPOINTED DIRECTORS OF EN-
TERPRISES. 
(a) FANNIE MAE.— 
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273 
(1) IN GENERAL.—Section 308(b) of the Fed-
eral National Mortgage Association Charter Act (12 
U.S.C. 1723(b)) is amended— 
(A) in the first sentence, by striking 
‘‘eighteen persons, five of whom shall be ap-
pointed annually by the President of the United 
States, and the remainder of whom’’ and insert-
ing ‘‘13 persons, or such other number that the 
Director determines appropriate, who’’; 
(B) in the second sentence, by striking 
‘‘appointed by the President’’; 
(C) in the third sentence— 
(i) by striking ‘‘appointed or’’; and 
(ii) by striking ‘‘, except that any 
such appointed member may be removed 
from office by the President for good 
cause’’; 
(D) in the fourth sentence, by striking 
‘‘elective’’; and 
(E) by striking the fifth sentence. 
(2) TRANSITIONAL
PROVISION.—The amend-
ments made by paragraph (1) shall not apply to any 
appointed position of the board of directors of the 
Federal National Mortgage Association until the ex-
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piration of the annual term for such position during 
which the effective date under section 163 occurs. 
(b) FREDDIE MAC.— 
(1) IN
GENERAL.—Section 303(a)(2) of the 
Federal Home Loan Mortgage Corporation Act (12 
U.S.C. 1452(a)(2)) is amended— 
(A) in subparagraph (A)— 
(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 
inserting ‘‘13 persons, or such other num-
ber 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 of-
fice by the President for good cause’’; and 
(C) in subparagraph (C)— 
(i) by striking the first sentence; and 
(ii) by striking ‘‘elective’’. 
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(2) TRANSITIONAL
PROVISION.—The amend-
ments made by paragraph (1) shall not apply to any 
appointed position of the board of directors of the 
Federal Home Loan Mortgage Corporation until the 
expiration of the annual term for such position dur-
ing which the effective date under section 163 oc-
curs. 
SEC. 163. 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. 201. 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 
relating to the Federal Home Loan Banks, including the 
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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— 
‘‘(1) the Banks’— 
‘‘(A) cooperative ownership structure; 
‘‘(B) the mission of providing liquidity to 
members; 
‘‘(C) affordable housing and community 
development mission; 
‘‘(D) capital structure; and 
‘‘(E) joint and several liability; and 
‘‘(2) any other differences that the Director 
considers appropriate.’’. 
SEC. 202. 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 direc-
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tors, or such other number as the Director deter-
mines appropriate. 
‘‘(2) BOARD MAKEUP.—The board of directors 
of each Bank shall be comprised of— 
‘‘(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 
established under this section; and 
‘‘(ii) a citizen of the United States. 
‘‘(B) 
INDEPENDENT
DIRECTOR
CRI-
TERIA.— 
‘‘(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, 
financial management, auditing and ac-
counting, risk management practices, de-
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