126 
(A) to provide for reasonable participation 
by the Corporation, for the benefit of taxpayers, 
in equity appreciation in the case of a warrant 
or other equity security, or a reasonable interest 
rate premium, in the case of a debt instrument; 
and 
(B) to provide additional protection for the 
taxpayer against losses from such payment, ex-
tension of credit, or guarantee by the Corpora-
tion under this title. 
(2) AUTHORITY TO SELL, EXERCISE, OR SUR-
RENDER.—The Corporation may sell, exercise, or 
surrender a warrant or any senior debt instrument 
received under this subsection, based on the condi-
tions established under paragraph (1). 
(3) CONVERSION.—The warrant shall provide 
that if, after the warrant is received by the Corpora-
tion under this subsection, the financial company 
that issued the warrant is no longer listed or traded 
on a national securities exchange or securities asso-
ciation, as described in subsection (a)(1), such war-
rants shall convert to senior debt, or contain appro-
priate protections for the Corporation to ensure that 
the Corporation is appropriately compensated for the
127 
value of the warrant, in an amount determined by 
the Corporation. 
(4) PROTECTIONS.—Any warrant representing 
securities to be received by the Corporation under 
this subsection shall contain anti-dilution provisions 
of the type employed in capital market transactions, 
as determined by the Corporation. Such provisions 
shall protect the value of the securities from market 
transactions such as stock splits, stock distributions, 
dividends, and other distributions, mergers, and 
other forms of reorganization or recapitalization. 
(5) EXERCISE PRICE.—The exercise price for 
any warrant issued pursuant to this subsection shall 
be set by the Corporation, in the interest of the tax-
payers. 
(6) 
SUFFICIENCY.—The 
financial 
company 
shall guarantee to the Corporation that it has au-
thorized shares of nonvoting stock available to fulfill 
its obligations under this subsection. Should the fi-
nancial company not have sufficient authorized 
shares, including preferred shares that may carry 
dividend rights equal to a multiple number of com-
mon shares, the Corporation may, to the extent nec-
essary, accept a senior debt note in an amount, and 
on such terms as will compensate the Corporation
128 
with equivalent value, in the event that a sufficient 
shareholder vote to authorize the necessary addi-
tional shares cannot be obtained. 
(c) EXCEPTIONS.— 
(1) The Corporation shall establish an exception 
to the requirements of this section and appropriate 
alternative requirements for any participating finan-
cial company that is legally prohibited from issuing 
securities and debt instruments, so as not to allow 
circumvention of the requirements of this section. 
(2) If the Corporation is providing a payment, 
extension of credit, or guarantee with regard to its 
authority under section 1604 and the Corporate de-
termines that it is certain that at the conclusion of 
the Resolution Process the shareholders of all classes 
shall lose their entire investment and receive nothing 
therefor, then the requirements of this section shall 
not apply. 
SEC. 1112. EXAMINATIONS AND ENFORCEMENT ACTIONS 
FOR INSURANCE AND RESOLUTIONS PUR-
POSES. 
(a) EXAMINATIONS FOR INSURANCE AND RESOLU-
TIONS PURPOSES.—Section 10(b)(3) of the Federal De-
posit Insurance Act (12 U.S.C. 1820(b)(3)) is amended 
by striking ‘‘whenever the Board of Directors determines’’
129 
and all that follows through the period and inserting ‘‘or 
financial holding company subject to stricter standards (as 
defined in section 1000(b)(5) of the Financial Stability 
Improvement Act of 2009) whenever the Board of Direc-
tors determines a special examination of any such deposi-
tory institution is necessary to determine the condition of 
such depository institution for insurance or such financial 
holding company subject to stricter standards for resolu-
tion purposes.’’. 
(b) ENFORCEMENT AUTHORITY.—Section 8(t) of the 
Federal Deposit Insurance Act (12 U.S.C. 1818(t)) is 
amended— 
(1) in paragraph (2)— 
(A) at the end of subparagraph (B), by 
striking ‘‘or’’; 
(B) at the end of subparagraph (C), by 
striking the period and inserting ‘‘; or’’; and 
(C) by inserting at the end the following 
new subparagraph: 
‘‘(D) the conduct or threatened conduct 
(including any acts or omissions) of the deposi-
tory institution holding company poses a risk to 
the Deposit Insurance Fund.’’; and 
(2) by adding at the end the following new 
paragraph:
130 
‘‘(6) For purposes of this subsection: 
‘‘(A) The Corporation shall have the same 
powers with respect to a depository institution 
holding company and its affiliates as the appro-
priate Federal banking agency has with respect 
to the holding company and its affiliates; and 
‘‘(B) the holding company and its affiliates 
shall have the same duties and obligations with 
respect to the Corporation as the holding com-
pany and its affiliates have with respect to the 
appropriate Federal banking agency.’’. 
SEC. 1113. STUDY OF THE EFFECTS OF SIZE AND COM-
PLEXITY OF FINANCIAL INSTITUTIONS ON 
CAPITAL MARKET EFFICIENCY AND ECO-
NOMIC GROWTH. 
(a) STUDY REQUIRED.—The Chairman of the Coun-
cil shall carry out a study of the economic impact of pos-
sible financial services regulatory limitations intended to 
reduce systemic risk. Such study shall estimate the effect 
on the efficiency of capital markets, costs imposed on the 
financial sector, and on national economic growth, of— 
(1) explicit or implicit limits on the maximum 
size of banks, bank holding companies, and other 
large financial institutions;
131 
(2) limits on the organizational complexity and 
diversification of large financial institutions; 
(3) requirements for operational separation be-
tween business units of large financial institutions in 
order to expedite resolution in case of failure; 
(4) limits on risk transfer between business 
units of large financial institutions; 
(5) requirements to carry contingent capital or 
similar mechanisms; 
(6) limits on commingling of commercial and fi-
nancial activities by large financial institutions; 
(7) segregation requirements between tradi-
tional financial activities and trading or other high- 
risk operations in large financial institutions; and 
(8) other limitations on the activities or struc-
ture of large financial institutions that may be use-
ful to limit systemic risk. 
The study shall include recommendations for the optimal 
structure of any limits considered in paragraphs (1) 
through (5) in order to maximize their effectiveness and 
minimize their economic impact. 
(b) REPORT.—Not later than the end of the 180-day 
period beginning on the date of the enactment of this title, 
the Chairman shall issue a report to the Congress con-
132 
taining any findings and determinations made in carrying 
out the study required under subsection (a). 
SEC. 1114. EXERCISE OF FEDERAL RESERVE AUTHORITY. 
(a) NO DECISIONS BY FEDERAL RESERVE BANK 
PRESIDENTS.—No provision of this title relating to the 
authority of the Board shall be construed as conferring 
any decision-making authority on presidents of Federal re-
serve banks. 
(b) VOTING DECISIONS BY BOARD.—The Board of 
Governors of the Federal Reserve System shall not dele-
gate the authority to make any voting decision that the 
Board is authorized or required to make under this title 
in contravention of section 11(k) of the Federal Reserve 
Act. 
SEC. 1115. STRESS TESTS. 
(a) A financial holding company subject to stricter 
standards shall— 
(1) conduct quarterly stress tests; and 
(2) submit a report on its quarterly stress test 
to the head of the primary financial regulatory agen-
cy and to the Board at such time, in such form, and 
containing such information as the head of the pri-
mary financial regulatory agency may require.
133 
(b) A financial company that has more than 
$10,000,000,000 in total assets and is not a financial 
holding company subject to stricter standards shall— 
(1) conduct semiannual stress tests; and 
(2) submit a report on its semiannual stress 
test to the head of the primary financial regulatory 
agency and to the Board at such time, in such form, 
and containing such information as the head of the 
primary financial regulatory agency may require. 
(c) A stress test under this section shall provide for 
testing under each of the following sets of conditions: 
(1) Baseline. 
(2) Adverse. 
(3) Severely adverse. 
(d) The head of each primary financial regulatory 
agency, in coordination with the Board, shall issue regula-
tions to define the term ‘‘stress test’’ for purposes of this 
section. 
SEC. 1116. CONTINGENT CAPITAL. 
(a) IN GENERAL.—The Board, in coordination with 
the appropriate primary financial regulatory agency, may, 
after notice and opportunity for comment, promulgate reg-
ulations that require a financial holding company subject 
to stricter standards to maintain a minimum amount of 
long-term hybrid debt that is convertible to equity when—
134 
(1) the Board determines that a specified finan-
cial company fails to meet prudential standards es-
tablished by the Board; or 
(2) the Board has determined that threats to 
United States financial system stability make such a 
conversion necessary. 
(b) FACTORS TO CONSIDER.—In establishing regula-
tions under this section, the Board shall consider— 
(1) an appropriate transition period for imple-
mentation of a conversion under this section; 
(2) capital requirements applicable to the speci-
fied financial company and its subsidiaries; and 
(3) any other factor that the Board deems ap-
propriate. 
(c) STUDY REQUIRED.—The Chairman of the Coun-
cil shall carry out a study to determine an optimal imple-
mentation of contingent capital requirements to maximize 
financial stability, minimize the probability of drawing on 
the Systemic Resolution Fund established under section 
1609(n) in a financial crisis, and minimize costs for finan-
cial holding companies subject to stricter standards. To 
the extent practicable, the study shall take place with 
input from industry participants and international finan-
cial regulators. Such study shall include—
135 
(1) an evaluation of the characteristics and 
amounts of convertible debt that should be required, 
including possible tranche structure; 
(2) an analysis of possible trigger mechanisms 
for debt conversion, including violation of regulatory 
capital requirements, failure of stress tests, declara-
tion of systemic emergency by regulators, market- 
based triggers and other trigger mechanisms; 
(3) an estimate of the costs of carrying contin-
gent capital; 
(4) an estimate of the effectiveness of contin-
gent capital requirements in reducing losses to the 
systemic resolution fund in cases of single-firm or 
systemic failure; and 
(5) recommendations for implementing legisla-
tion. 
(d) REPORT.—Not later than the end of the 180-day 
period beginning on the date of the enactment of this title, 
the Chairman of Council shall issue a report to the Con-
gress containing any findings and determinations made in 
carrying out the study required under subsection (c).
136 
SEC. 1117. RESTRICTION ON PROPRIETARY TRADING BY 
DESIGNATED FINANCIAL HOLDING COMPA-
NIES. 
(a) IN GENERAL.—If the Board determines that pro-
priety trading by a financial holding company subject to 
stricter standards poses an existing or foreseeable threat 
to the safety and soundness of such company or to the 
financial stability of the United States, the Board may 
prohibit such company from engaging in propriety trading. 
(b) EXCEPTIONS PERMITTED.—The Board may ex-
empt from the prohibition of subsection (a) proprietary 
trading that the Board determines to be ancillary to other 
operations of such company and not to pose a threat to 
the safety and soundness of such company or to the finan-
cial stability of the United States, including— 
(1) making a market in securities issued by 
such company; 
(2) hedging or managing risk; 
(3) determining the market value of assets of 
such company; and 
(4) propriety trading for such other purposes 
allowed by the Board by rule. 
(c) RULEMAKING AUTHORITY.—The primary finan-
cial regulatory agencies of banks and bank holding compa-
nies shall jointly issue regulations to carry out this section.
137 
(d) EFFECTIVE DATE.—The provisions of this sec-
tion shall take effect after the end of the 180-day period 
beginning on the date of the enactment of this title. 
(e) PROPRIETARY TRADING DEFINED.—For pur-
poses of this section and with respect to a company, the 
term ‘‘proprietary trading’’ means the trading of stocks, 
bonds, options, commodities, derivatives, or other financial 
instruments with the company’s own money and for the 
company’s own account. 
SEC. 1118. RULE OF CONSTRUCTION. 
(a) CONSTRUCTION.—The authorities granted to 
agencies under this subtitle are in addition to any rule-
making, report-related, examination, enforcement, or 
other authority that such agencies may have under other 
law and in no way shall be construed to limit such other 
authority, except that any standards imposed for financial 
stability purposes under this subtitle shall supersede any 
conflicting less stringent requirements of the primary fi-
nancial regulatory agency but only the extent of the con-
flict. 
(b) AGENT RESPONSIBILITIES.—For purposes of this 
subtitle, the term ‘‘agent’’ means the Board acting under 
section 1103(c) and coordinating with the Council in exer-
cising authority under sections 1104 and 1107.
138 
SEC. 1119. ANTITRUST SAVINGS CLAUSE. 
Nothing in this subtitle shall be construed to modify, 
impair, or supercede the operation of any of the antitrust 
laws. For purposes of the preceding sentence, the term 
‘‘antitrust laws’’ has the meaning given such term in sub-
section (a) of the first section of the Clayton Act, except 
that such term includes section 5 of the Federal Trade 
Commission Act to the extent that such section relates to 
unfair methods of competition. 
Subtitle C—Improvements to Su-
pervision 
and 
Regulation 
of 
Federal Depository Institutions 
SEC. 1201. DEFINITIONS. 
For purposes of this subtitle, the following definitions 
shall apply: 
(1) BOARD OF GOVERNORS.—The term ‘‘Board 
of Governors’’ means the Board of Governors of the 
Federal Reserve System. 
(2) CORPORATION.—The term ‘‘Corporation’’ 
means the Federal Deposit Insurance Corporation. 
(3) OFFICE
OF
THE
COMPTROLLER
OF
THE 
CURRENCY.—The term ‘‘Office of the Comptroller of 
the Currency’’ means the office established by sec-
tion 324 of the Revised Statutes (12 U.S.C. 1). 
(4) OFFICE
OF
THRIFT
SUPERVISION.—The 
term ‘‘Office of Thrift Supervision’’ means the office
139 
established by section 3 of the Home Owners’ Loan 
Act (12 U.S.C. 1462a). 
(5) SECRETARY.—The term ‘‘Secretary’’ means 
the Secretary of the Treasury. 
(6) TRANSFER
DATE.—The term ‘‘transfer 
date’’ has the meaning provided in section 1205. 
(7) CERTAIN OTHER TERMS.—The terms ‘‘affil-
iate’’, ‘‘bank holding company’’, ‘‘control’’ (when 
used with respect to a depository institution), ‘‘de-
pository institution’’, ‘‘Federal banking agency’’, 
‘‘Federal savings association’’, ‘‘including’’, ‘‘insured 
branch’’, ‘‘insured depository institution’’, ‘‘savings 
association’’, ‘‘State savings association’’, and ‘‘sub-
sidiary’’ have the same meanings as in section 3 of 
the Federal Deposit Insurance Act. 
SEC. 1202. AMENDMENTS TO THE HOME OWNERS’ LOAN 
ACT RELATING TO TRANSFER OF FUNCTIONS. 
(a) AMENDMENTS TO SECTION 2.—Section 2 of the 
Home Owners’ Loan Act (12 U.S.C. 1462) is amended— 
(1) by striking paragraph (1) and inserting the 
following new paragraph: 
‘‘(1) BOARD OF GOVERNORS.—The term ‘Board 
of Governors’ means the Board of Governors of the 
Federal Reserve System.’’; and
140 
(2) by striking paragraph (3) and inserting the 
following new paragraph: 
‘‘(3) [repealed]’’. 
(b) AMENDMENTS TO SECTION 3.—Section 3 of the 
Home Owners’ Loan Act (12 U.S.C. 1462a) is amended— 
(1) by striking subsection (a) and inserting the 
following new subsection: 
‘‘(a) ESTABLISHMENT OF DIVISION OF THRIFT SU-
PERVISION.—To carry out the purposes of this Act, there 
is hereby established the Division of Thrift Supervision, 
which shall be a division within the Office of the Comp-
troller of the Currency.’’; 
(2) in subsection (b)— 
(A) by striking paragraph (1) and insert-
ing the following new paragraph: 
‘‘(1) IN GENERAL.—The Division of Thrift Su-
pervision shall be headed by a Senior Deputy Comp-
troller of the Currency who shall be subject to the 
general oversight of the Comptroller of the Cur-
rency.’’; 
(B) in paragraph (2), by striking ‘‘Direc-
tor’’ and inserting ‘‘Comptroller of the Cur-
rency’’; and 
(C) by striking paragraphs (3) and (4);
141 
(3) by striking subsections (c), (d), and (e) and 
inserting the following new subsection: 
‘‘(c) POWERS OF THE COMPTROLLER OF THE CUR-
RENCY.—The Comptroller of the Currency shall have all 
the powers, duties, and functions transferred by the Fi-
nancial Stability Improvement Act of 2009 to the Comp-
troller of the Currency to carry out this Act.’’; 
(4) by redesignating subsections (f) and (i) as 
subsections (d) and (e), respectively; 
(5) in subsection (d) (as so redesignated), by 
striking ‘‘Director’’ each place such term appears 
and inserting ‘‘Comptroller of the Currency’’; 
(6) by striking subsections (g), (h), and (j); and 
(7) in subsection (e) (as so redesignated), by 
striking ‘‘compensation of the Director and other 
employees of the Office and all other expenses there-
of’’ and inserting ‘‘expenses incurred by the Comp-
troller of the Currency in carrying out this Act’’. 
(c) AMENDMENTS TO SECTION 4.—Section 4 of the 
Home Owners’ Loan Act (12 U.S.C. 1463) is amended 
by striking ‘‘Director’’ each time it appears and inserting 
‘‘Comptroller of the Currency’’. 
(d) AMENDMENTS TO SECTION 5.— 
(1) UNIVERSAL.—Section 5 of the Home Own-
ers’ Loan Act (12 U.S.C. 1464) is amended—
142 
(A) by striking ‘‘Director’’ and ‘‘Director 
of the Office of Thrift Supervision’’ each place 
such terms appear and inserting ‘‘Comptroller 
of the Currency’’; and 
(B) by striking ‘‘Director’s’’ each place 
such term appears and inserting ‘‘Comptroller 
of the Currency’s’’. 
(2) SPECIFIC PROVISIONS.— 
(A) Section 5(d)(2)(E) of the Home Own-
ers’ Loan Act is amended by striking ‘‘or the 
Resolution Trust Corporation, as appropriate,’’ 
each place such term appears. 
(B) Section 5(d)(3)(B) of the Home Own-
ers’ Loan Act is amended by striking ‘‘or the 
Resolution Trust Corporation’’. 
(e) AMENDMENTS TO SECTIONS 8 AND 9.—Sections 
8 and 9 of the Home Owners’ Loan Act (12 U.S.C. 1466a 
and 1467) are each amended by striking ‘‘Director’’ each 
place such term appears and inserting ‘‘Comptroller of the 
Currency’’. 
(f) TECHNICAL AND CONFORMING AMENDMENTS.— 
(1) SECTION 3.—The heading for section 3 of 
the Home Owners’ Loan Act is amended by striking 
‘‘DIRECTOR OF THE OFFICE OF THRIFT SUPER-
143 
VISION’’ and inserting ‘‘DIVISION OF THRIFT SU-
PERVISION’’. 
(2) SECTION
5.—The heading for paragraph 
(2)(E)(ii) of section 5(d) of the Home Owners’ Loan 
Act and the heading for paragraph (3)(B) of such 
section are each amended by striking ‘‘OR RTC’’. 
(g) CLERICAL AMENDMENT.—The table of contents 
section for the Home Owners’ Loan Act is amended by 
striking the item relating to section 3 and inserting the 
following new item: 
‘‘Sec. 3. Division of Thrift Supervision.’’. 
SEC. 1203. AMENDMENTS TO THE REVISED STATUTES. 
(a) AMENDMENT TO SECTION 324.—Section 324 of 
the Revised Statutes of the United States (12 U.S.C. 1) 
is amended to read as follows: 
‘‘SEC. 324. COMPTROLLER OF THE CURRENCY. 
‘‘There shall be in the Department of the Treasury 
a bureau, the chief officer of which bureau shall be called 
the Comptroller of the Currency, and shall perform the 
duties of the Comptroller of the Currency under the gen-
eral direction of the Secretary of the Treasury. The Comp-
troller of the Currency shall have the same authority over 
matters as were vested in the Director of the Office of 
Thrift Supervision or the Office of Thrift Supervision on 
the day before the date of enactment of the Financial Sta-
bility Improvement Act of 2009 other than those authori-
144 
ties with respect to savings and loan holding companies 
and any affiliate of any such company (other than a sav-
ings association) as were vested in the Director of the Of-
fice of Thrift Supervision on such date. The Secretary of 
the Treasury may not delay or prevent the issuance of any 
rule or the promulgation of any regulation by the Comp-
troller of the Currency and may not intervene in any mat-
ter or proceeding before the Comptroller of the Currency 
(including agency enforcement actions) unless otherwise 
specifically provided by law.’’. 
(b) AMENDMENTS TO SECTION 327.—Section 327 of 
the Revised Statutes of the United States (12 U.S.C. 4) 
is amended to read as follows: 
‘‘SEC. 327. DEPUTY COMPTROLLERS. 
‘‘(a) APPOINTMENT.—The Secretary of the Treasury 
shall appoint no more than 5 Deputy Comptrollers of the 
Currency— 
‘‘(1) 1 of whom shall be designated the Senior 
Deputy Comptroller for National Banks, who shall 
oversee the regulation and supervision of national 
banks; and 
‘‘(2) 1 of whom shall be designated the Senior 
Deputy Comptroller for Thrift Supervision, who 
shall oversee the regulation and supervision of Fed-
eral savings associations, and who shall coordinate
145 
with the Office of Thrift Supervision pursuant to 
section 1211. 
‘‘(b) PAY.—The Secretary of the Treasury shall fix 
the compensation of the Deputy Comptrollers of the Cur-
rency and provide such other benefits as the Secretary 
may determine to be appropriate. 
‘‘(c) OATH
OF OFFICE; DUTIES.—Each Deputy 
Comptroller shall take the oath of office and shall perform 
such duties as the Comptroller of the Currency shall di-
rect. 
‘‘(d) SERVICE AS ACTING COMPTROLLER.—During a 
vacancy in the office or during the absence or disability 
of the Comptroller, each Deputy Comptroller shall possess 
the power and perform the duties attached by law to the 
Office of the Comptroller under such order of succession 
as the Comptroller shall direct.’’. 
(c) AMENDMENT TO SECTION 329.—Section 329 of 
the Revised Statutes of the United States (12 U.S.C. 11) 
is amended by inserting ‘‘or any Federal savings associa-
tion’’ before the period at the end. 
(d) AMENDMENT
TO SECTION 5240.—The fourth 
sentence of the second undesignated paragraph of Section 
5240 of the Revised Statutes of the United States (12 
U.S.C. 481) is amended by striking ‘‘Secretary of the 
Treasury;’’ and all that follows through the end of the sen-
146 
tence, and inserting ‘‘Secretary of the Treasury; the em-
ployment and compensation of examiners, chief examiners, 
reviewing examiners, assistant examiners, and of the other 
employees of the office of the Comptroller of the Currency 
whose compensation is and shall be paid from assessments 
on banks or affiliates thereof or from other fees or charges 
imposed pursuant to this subchapter shall be set and ad-
justed pursuant to chapter 71 of title 5, United States 
Code and without regard to the provisions of other laws 
applicable to officers or employees of the United States.’’. 
(e) AMENDMENT TO SECTION 5240.—The first sen-
tence in the first undesignated paragraph of Section 5240 
of the Revised Statutes of the United States (12 U.S.C. 
482) is amended by inserting ‘‘pursuant to chapter 71 of 
title 5, United States Code,’’ after ‘‘shall,’’. 
(f) EFFECTIVE DATE.—Subsection (b) shall take ef-
fect on the date of the enactment of this Act. 
SEC. 1204. POWER AND DUTIES TRANSFERRED. 
(a) DIRECTOR OF THE OFFICE OF THRIFT SUPER-
VISION.— 
(1) TRANSFER OF FUNCTIONS.—Except as oth-
erwise provided in this subtitle, all functions of the 
Director of the Office of Thrift Supervision are 
transferred to the Office of the Comptroller of the 
Currency.
147 
(2) COMPTROLLER’S
AUTHORITY.—Except as 
otherwise provided in this subtitle, the Comptroller 
of the Currency shall succeed to all powers, authori-
ties, rights, and duties that were vested in the Direc-
tor of the Office of Thrift Supervision under Federal 
law, including the Home Owners’ Loan Act, on the 
day before the transfer date other than those pow-
ers, authorities, rights, and duties with respect to 
savings and loan holding companies and any affiliate 
of any such company (other than a savings associa-
tion) as were vested in the Director of the Office of 
Thrift Supervision on such date. 
(3) FUNCTIONS RELATING TO SUPERVISION OF 
STATE SAVINGS ASSOCIATIONS.— 
(A) TRANSFER OF FUNCTIONS.—All func-
tions of the Director of the Office of Thrift Su-
pervision relating to the supervision and regula-
tion of State savings associations are trans-
ferred to the Corporation. 
(B) 
CORPORATION’S
AUTHORITY.—The 
Corporation shall succeed to all powers, au-
thorities, rights, and duties that were vested in 
the Director of the Office of Thrift Supervision 
under Federal law, including the Home Owners’ 
Loan Act, on the day before the transfer date,
148 
relating to the supervision and regulation of 
State savings associations. 
(4) FUNCTIONS RELATING TO SUPERVISION OF 
SAVINGS AND LOAN HOLDING COMPANIES.— 
(A) TRANSFER OF FUNCTIONS.—All func-
tions of the Director of the Office of Thrift Su-
pervision relating to the supervision and regula-
tion of Savings and Loan Holding Companies 
are transferred to the Board. 
(B) BOARD AUTHORITY.—The Board shall 
succeed to all powers, authorities, rights, and 
duties that were vested in the Director of the 
Office of Thrift Supervision under Federal law, 
including the Home Owners’ Loan Act, on the 
day before the transfer date, relating to the su-
pervision and regulation of Savings and Loan 
Holding Companies. 
(b) APPROPRIATE FEDERAL BANKING AGENCY.— 
Section 3 of the Federal Deposit Insurance Act (12 U.S.C. 
1813) is amended in subsection (q)— 
(1) by amending paragraph (1) to read as fol-
lows: 
‘‘(1) the Comptroller of the Currency in the 
case of any national bank, Federal savings associa-
149 
tion or any Federal branch or agency of a foreign 
bank;’’; 
(2) in paragraph (2)(E), by striking ‘‘and’’ at 
the end; 
(3) in paragraph (2)(F), by adding ‘‘and’’ at 
the end after the semicolon; 
(4) after paragraph (2)(F), by inserting the fol-
lowing new subparagraph: 
‘‘(G) any savings and loan holding com-
pany and any subsidiary of a savings and loan 
holding company (other than a savings associa-
tion); and’’; 
(5) by amending paragraph (3) to read as fol-
lows: 
‘‘(3) the Federal Deposit Insurance Corporation 
in the case of a State nonmember insured bank, a 
State savings association or a foreign bank having 
an insured branch.’’; and 
(6) by striking paragraph (4). 
(c) TRANSFER OF CONSUMER FINANCIAL PROTEC-
TION FUNCTIONS.—Nothing in subsection (a) or (b) shall 
affect any transfer of consumer financial protection func-
tions of the Comptroller of the Currency and the Director 
of the Office of Thrift Supervision to the Consumer Finan-
151 
(i) a written determination that or-
derly implementation of this subtitle is not 
feasible on the date that is 1 year after the 
date of enactment of this subtitle; 
(ii) an explanation of why an exten-
sion is necessary for the orderly implemen-
tation of this subtitle; and 
(iii) a description of the steps that will 
be taken to effect an orderly and timely 
implementation of this subtitle within the 
extended time period; and 
(B) publishes notice of that designated 
later date in the Federal Register. 
(2) EXTENSION LIMITED.—In no case shall any 
date designated under paragraph (1) be later than 
18 months after the date of enactment of this sub-
title. 
(3) EFFECT ON REFERENCES TO ‘‘TRANSFER 
DATE’’.—If the Secretary takes the actions provided 
in paragraph (1) for designating a date for the 
transfer of functions to the Office of the Comptroller 
of the Currency, and the Corporation under section 
1204, references in this title to ‘‘transfer date’’ shall 
mean the date designated by the Secretary.
152 
SEC. 1206. EXPIRATION OF TERM OF COMPTROLLER. 
(a) IN GENERAL.—Notwithstanding section 325 of 
the Revised Statutes of the United States, the term of the 
person serving as Comptroller on the date of the enact-
ment of this title shall terminate as of such date. 
(b) ACTING COMPTROLLER.—Subject to sections 
3345, 3346, and 3347 of title 5, United States Code, the 
President may designate a person to serve as acting 
Comptroller and perform the functions and duties of the 
Comptroller until a Comptroller has been appointed and 
qualified in the manner established in section 325 of the 
Revised Statutes of the United States. 
SEC. 1207. OFFICE OF THRIFT SUPERVISION ABOLISHED. 
Effective 90 days after the transfer date, the position 
of Director of the Office of Thrift Supervision and the Of-
fice of Thrift Supervision are abolished. 
SEC. 1208. SAVINGS PROVISIONS. 
(a) OFFICE OF THRIFT SUPERVISION.— 
(1) EXISTING RIGHTS, DUTIES, AND OBLIGA-
TIONS NOT AFFECTED.—Sections 1204(a) and 1207 
shall not affect the validity of any right, duty, or ob-
ligation of the United States, the Director of the Of-
fice of Thrift Supervision, the Office of Thrift Su-
pervision, or any other person, that existed on the 
day before the transfer date.
153 
(2) CONTINUATION
OF
SUITS.—This subtitle 
shall not abate any action or proceeding commenced 
by or against the Director of the Office of Thrift Su-
pervision or the Office of Thrift Supervision before 
the transfer date, except that— 
(A) for any action or proceeding arising 
out of a function of the Director of the Office 
of Thrift Supervision transferred to the Comp-
troller of the Currency by this title, the Comp-
troller of the Currency or the Office of the 
Comptroller of the Currency shall be sub-
stituted for the Director of the Office of Thrift 
Supervision or the Office of Thrift Supervision, 
as the case may be, as a party to the action or 
proceeding as of the transfer date; and 
(B) for any action or proceeding arising 
out of a function of the Director of the Office 
of Thrift Supervision transferred to the Cor-
poration by this title, the Chairman of the Cor-
poration shall be substituted for the Director of 
the Office of Thrift Supervision as a party to 
the action or proceeding as of the transfer date. 
(b) CONTINUATION OF EXISTING OTS ORDERS, RES-
OLUTIONS, DETERMINATIONS, AGREEMENTS, REGULA-
TIONS, ETC.—All orders, resolutions, determinations,
154 
agreements, and regulations, interpretative rules, other in-
terpretations, guidelines, procedures, and other advisory 
materials, that have been issued, made, prescribed, or al-
lowed to become effective by the Office of Thrift Super-
vision, or by a court of competent jurisdiction, in the per-
formance of functions that are transferred by this title and 
that are in effect on the day before the transfer date, shall 
continue in effect according to the terms of those orders, 
resolutions, determinations, agreements, and regulations, 
interpretative rules, other interpretations, guidelines, pro-
cedures, and other advisory materials, and shall be en-
forceable by or against— 
(1) the Office of the Comptroller of the Cur-
rency, in the case of a function of the Director of 
the Office of Thrift Supervision transferred to the 
Comptroller of the Currency, until modified, termi-
nated, set aside, or superseded in accordance with 
applicable law by the Office of the Comptroller of 
the Currency, by any court of competent jurisdic-
tion, or by operation of law; and 
(2) the Corporation, in the case of a function 
of the Director of the Office of Thrift Supervision 
transferred to the Corporation, until modified, termi-
nated, set aside, or superseded in accordance with
155 
applicable law by the Corporation, by any court of 
competent jurisdiction, or by operation of law. 
(c) CONTINUATION
OF EXISTING OTS ENFORCE-
MENT ACTIONS.—Any formal or informal enforcement ac-
tion taken by the Director of the Office of Thrift Super-
vision with respect to a savings and loan holding company, 
a subsidiary of a savings and loan holding company (other 
than a savings association) or an institution-affiliated 
party of a savings and loan holding company or such a 
subsidiary, that is in effect on the day before the date of 
the enactment of this title shall continue to be effective 
and enforceable against such company, subsidiary, or in-
stitution-affiliated party after such date as if— 
(1) such savings and loan holding company, or 
the savings and loan holding company related to 
such subsidiary or institution-affiliated party, had 
been a bank holding company on the effective date 
of the final enforcement action; and 
(2) the action had been taken by the Board, un-
less otherwise terminated or modified by the Board. 
(d) IDENTIFICATION
OF
REGULATIONS
CONTIN-
UED.— 
(1) BY OFFICE OF THE COMPTROLLER OF THE 
CURRENCY.—Not later than the transfer date, the 
Comptroller of the Currency shall—
156 
(A) after consultation with the Chairperson 
of the Corporation, identify the regulations con-
tinued under subsection (b) that will be en-
forced by the Office of the Comptroller of the 
Currency; and 
(B) publish a list of such regulations in the 
Federal Register. 
(2) BY THE CORPORATION.—Not later than the 
transfer date, the Corporation shall— 
(A) after consultation with the Office of 
the Comptroller of the Currency, identify the 
regulations continued under subsection (b) that 
will be enforced by the Corporation; and 
(B) publish a list of such regulations in the 
Federal Register. 
(e) STATUS OF REGULATIONS PROPOSED OR NOT 
YET EFFECTIVE.— 
(1) PROPOSED
REGULATIONS.—Any proposed 
regulation of the Office of Thrift Supervision, which 
that agency, in performing functions transferred by 
this title, has proposed before the transfer date but 
has not published as a final regulation before that 
date, shall be deemed to be a proposed regulation of 
the Office of the Comptroller of the Currency, or the 
Corporation, as appropriate, according to its terms.
157 
(2) REGULATIONS NOT YET EFFECTIVE.—Any 
interim or final regulation of the Office of Thrift Su-
pervision, which that agency, in performing func-
tions transferred by this title, has published before 
the transfer date but which has not become effective 
before that date, shall become effective as a regula-
tion of the Office of the Comptroller of the Cur-
rency, or the Corporation, as appropriate, according 
to its terms. 
SEC. 1209. REGULATIONS AND ORDERS. 
In addition to any powers transferred to the Comp-
troller of the Currency by this title, the Comptroller of 
the Currency may prescribe such regulations and issue 
such orders as the Comptroller of the Currency determines 
to be appropriate to carry out this title and the powers 
and duties transferred to the Comptroller of the Currency 
by this title. 
SEC. 1210. COORDINATION OF TRANSITION ACTIVITIES. 
Before the transfer date, the Comptroller of the Cur-
rency shall— 
(1) consult and cooperate with the Office of 
Thrift Supervision to facilitate the orderly transfer 
of functions to the Comptroller of the Currency; 
(2) determine and redetermine, from time to 
time—
158 
(A) the amount of funds necessary to pay 
any expenses associated with the transfer of 
functions (including expenses for personnel, 
property, and administrative services) during 
the period beginning on the date of enactment 
of this title and ending on the transfer date; 
(B) what personnel are appropriate to fa-
cilitate the orderly transfer of functions by this 
title; and 
(C) what property and administrative serv-
ices are necessary to support the Office of the 
Comptroller of the Currency during the period 
beginning on the date of enactment of this title 
and ending on the transfer date; and 
(3) take such actions as may be necessary to 
provide for the orderly implementation of this title. 
SEC. 1211. INTERIM RESPONSIBILITIES OF OFFICE OF THE 
COMPTROLLER OF THE CURRENCY AND OF-
FICE OF THRIFT SUPERVISION. 
(a) IN GENERAL.—When requested by the Comp-
troller of the Currency to do so before the transfer date, 
the Office of Thrift Supervision shall— 
(1) pay to the Comptroller of the Currency, 
from funds obtained by the Office of Thrift Super-
vision through assessments, fees, or other charges
159 
that the Office of Thrift Supervision is authorized 
by law to impose, such amounts that the Comp-
troller of the Currency determines to be necessary 
under section 1210(2)(A); 
(2) detail to the Office of the Comptroller of the 
Currency such personnel as the Comptroller of the 
Currency determines to be appropriate under section 
1210(2)(B); and 
(3) make available to the Office of the Comp-
troller of the Currency such property and provide 
the Office of the Comptroller of the Currency such 
administrative services as the Comptroller of the 
Currency determines to be necessary under section 
1210(2)(C). 
(b) NOTICE REQUIRED.—The Comptroller of the 
Currency shall give the Office of Thrift Supervision rea-
sonable prior notice of any request that the Office of the 
Comptroller of the Currency intends to make under sub-
section (a). 
SEC. 1212. EMPLOYEES TRANSFERRED. 
(a) IN GENERAL.— 
(1) OTS EMPLOYEES.— 
(A) IN
GENERAL.—All employees of the 
Office of Thrift Supervision shall be transferred
160 
to either the Comptroller of the Currency or the 
Corporation for employment. 
(B) ALLOCATING EMPLOYEES FOR TRANS-
FER TO RECEIVING AGENCIES.—The Director of 
the Office of Thrift Supervision, the Comp-
troller of the Currency, and the Chairperson of 
the Corporation shall— 
(i) jointly determine the number of 
employees of the Office of Thrift Super-
vision necessary to perform or support— 
(I) the functions of the Office of 
Thrift Supervision that are trans-
ferred to the Office of the Comptroller 
of the Currency by this title; and 
(II) the functions of the Office of 
Thrift Supervision that are trans-
ferred to the Corporation by this title; 
(ii) consistent with the numbers deter-
mined under clause (ii), jointly identify 
employees of the Office of Thrift Super-
vision for transfer to the Office of the 
Comptroller of the Currency or the Cor-
poration in a manner that the Director of 
the Office of Thrift Supervision, the Comp-
troller of the Currency, and the Chair-
161 
person of the Corporation, in their discre-
tion, deem equitable. 
(2) TRANSFER
OF
EMPLOYEES
PERFORMING 
CONSUMER
FINANCIAL
PROTECTION
FUNCTIONS.— 
Nothing in paragraph (1) shall affect the transfer of 
employees performing or supporting consumer finan-
cial protection functions of the Comptroller of the 
Currency and the Director of the Office of Thrift 
Supervision to the Consumer Financial Protection 
Agency as provided in the Consumer Financial Pro-
tection Agency Act of 2009. 
(3) APPOINTMENT AUTHORITY FOR EXCEPTED 
SERVICE TRANSFERRED.— 
(A) IN GENERAL.—In the case of employ-
ees occupying positions in the excepted service, 
any appointment authority established pursuant 
to law or regulations of the Office of Personnel 
Management for filling such positions shall be 
transferred, subject to subparagraph (B). 
(B) DECLINING TRANSFERS ALLOWED.— 
The Office of the Comptroller of the Currency 
and the Corporation may decline to accept a 
transfer of authority under subparagraph (A) 
(and the employees appointed pursuant thereto) 
to the extent that such authority relates to posi-
162 
tions excepted from the competitive service be-
cause of their confidential, policy-making, pol-
icy-determining, or policy-advocating character. 
(b) TIMING OF TRANSFERS AND POSITION ASSIGN-
MENTS.—Each employee to be transferred under this sec-
tion shall— 
(1) be transferred not later than 90 days after 
the transfer date; and 
(2) receive notice of his or her position assign-
ment not later than 120 days after the effective date 
of his or her transfer. 
(c) TRANSFER OF FUNCTION.— 
(1) IN GENERAL.—Notwithstanding any other 
provision of law, the transfer of employees shall be 
deemed a transfer of functions for the purpose of 
section 3503 of title 5, United States Code. 
(2) PRIORITY OF THIS SUBTITLE.—If any pro-
vision of this subtitle conflicts with any protection 
provided to transferred employees under section 
3503 of title 5, United States Code, the provisions 
of this subtitle shall control. 
(d) EMPLOYEES’ STATUS
AND ELIGIBILITY.—The 
transfer of functions and employees under this title, and 
the abolition of the Office of Thrift Supervision, shall not 
affect the status of the transferred employees as employ-
163 
ees of an agency of the United States under any provision 
of law. 
(e) EQUAL STATUS AND TENURE POSITIONS.—Each 
employee transferred from the Office of Thrift Supervision 
shall be placed in a position at either the Office of the 
Comptroller of the Currency or the Corporation with the 
same status and tenure as he or she held on the day before 
the transfer date. 
(f) NO
ADDITIONAL
CERTIFICATION
REQUIRE-
MENTS.—Examiners transferred to the Office of the 
Comptroller of the Currency or the Corporation shall not 
be subject to any additional certification requirements be-
fore being placed in a comparable examiner’s position at 
the Office of the Comptroller of the Currency or the Cor-
poration examining the same types of institutions as they 
examined before they were transferred. 
(g) PERSONNEL ACTIONS LIMITED.— 
(1) 3-YEAR PROTECTION.— 
(A) IN GENERAL.—Except as provided in 
paragraph (2), each affected employee shall not, 
during the 3-year period beginning on the 
transfer date, be involuntarily separated, or in-
voluntarily reassigned outside his or her locality 
pay area as defined by the Office of Personnel 
Management.
164 
(B) AFFECTED
EMPLOYEES.—For pur-
poses of this paragraph, the term ‘‘affected em-
ployee’’ means— 
(i) an employee transferred from the 
Office of Thrift Supervision holding a per-
manent position on the day before the 
transfer date; and 
(ii) an employee of the Office of the 
Comptroller of the Currency holding a per-
manent position on the day before the 
transfer date. 
(2) EXCEPTIONS.—Paragraph (1) does not 
limit the right of the Office of the Comptroller of the 
Currency or the Corporation to— 
(A) separate an employee for cause or for 
unacceptable performance; or 
(B) terminate an appointment to a position 
excepted from the competitive service because of 
its 
confidential 
policy-making, 
policy-deter-
mining, or policy-advocating character. 
(h) PAY.— 
(1) 1-YEAR PROTECTION.—Except as provided 
in paragraph (2), each employee transferred from 
the Office of Thrift Supervision shall, during the 1- 
year period beginning on the transfer date, receive
165 
pay at a rate not less than the basic rate of pay (in-
cluding any geographic differential) that the em-
ployee received during the 1-year period immediately 
before the transfer. 
(2) EXCEPTIONS.—Paragraph (1) does not 
limit the right of the Office of the Comptroller of the 
Currency or the Corporation to reduce a transferred 
employee’s rate of basic pay— 
(A) for cause; 
(B) for unacceptable performance; or 
(C) with the employee’s consent. 
(3) PROTECTION
ONLY
WHILE
EMPLOYED.— 
Paragraph (1) applies to a transferred employee 
only while that employee remains employed by the 
Office of the Comptroller of the Currency or the 
Corporation. 
(4) PAY
INCREASES
PERMITTED.—Paragraph 
(1) does not limit the authority of the Office of the 
Comptroller of the Currency or the Corporation to 
increase a transferred employee’s pay. 
(i) BENEFITS.— 
(1) RETIREMENT BENEFITS FOR TRANSFERRED 
EMPLOYEES.— 
(A) IN GENERAL.—
166 
(i) CONTINUATION OF EXISTING RE-
TIREMENT
PLAN.—Each employee trans-
ferred from the Office of Thrift Super-
vision may remain enrolled in his or her 
existing retirement plan or plans as long as 
he or she remains employed by the Office 
of the Comptroller of the Currency or the 
Corporation. 
(ii) EMPLOYER’S
CONTRIBUTION.— 
The Office of the Comptroller of the Cur-
rency or the Corporation shall pay any em-
ployer contributions to the existing retire-
ment plan of each employee transferred 
from the Office of Thrift Supervision as 
required under that plan. 
(B) DEFINITION.—For purposes of this 
paragraph, the term ‘‘existing retirement plan’’ 
means, with respect to any employee trans-
ferred under this section, the particular retire-
ment plan (including the Financial Institutions 
Retirement Fund) and any associated thrift 
savings plan of the agency from which the em-
ployee was transferred, which the employee was 
enrolled in on the day before the transfer date.
167 
(2) BENEFITS OTHER THAN RETIREMENT BEN-
EFITS.— 
(A) DURING 1ST YEAR.— 
(i) EXISTING
PLANS
CONTINUE.— 
Each transferred employee may, for 1 year 
after the transfer date, retain membership 
in any other employee benefit program of 
the Office of Thrift Supervision, including 
a dental, vision, long term care, or life in-
surance program, to which the employee 
belonged on the day before the transfer 
date. 
(ii) EMPLOYER’S
CONTRIBUTION.— 
The Office of the Comptroller of the Cur-
rency or the Corporation shall pay any em-
ployer cost in continuing to extend cov-
erage in the benefit program to the em-
ployee as required under that program or 
negotiated agreements. 
(B) DENTAL, VISION, OR LIFE INSURANCE 
AFTER 1ST YEAR.—If, after the 1-year period 
beginning on the transfer date, the Office of the 
Comptroller of the Currency or the Corporation 
decides not to continue participation in any 
dental, vision, or life insurance program of the
168 
Office of Thrift Supervision, an employee trans-
ferred from the Office of Thrift Supervision 
pursuant to this title who is a member of such 
a program may, before the decision of the Of-
fice of the Comptroller of the Currency or the 
Corporation takes effect, elect to enroll, without 
regard to any regularly scheduled open season, 
in— 
(i) the enhanced dental benefits pro-
gram established by chapter 89A of title 5, 
United States Code; 
(ii) the enhanced vision benefits estab-
lished by chapter 89B of title 5, United 
States Code; and 
(iii) the Federal Employees Group 
Life Insurance Program established by 
chapter 87 of title 5, United States Code, 
without regard to any requirement of in-
surability. 
(C) LONG TERM CARE INSURANCE AFTER 
1ST YEAR.—If, after the 1-year period begin-
ning on the transfer date, the Office of the 
Comptroller of the Currency or the Corporation 
decides not to continue participation in any 
long term care insurance program of the Office
169 
of Thrift Supervision, an employee transferred 
from the Office of Thrift Supervision pursuant 
to this title who is a member of such a program 
may, before the decision of the Office of the 
Comptroller of the Currency or the Corporation 
takes effect, elect to apply for coverage under 
the Federal Long Term Care Insurance Pro-
gram established by chapter 90 of title 5, 
United States Code, under the underwriting re-
quirements applicable to a new active workforce 
member (as defined in Part 875, title 5, Code 
of Federal Regulations). 
(D) EMPLOYEE’S CONTRIBUTION.— 
(i) IN
GENERAL.—Subject to clause 
(ii), an individual enrolled in the Federal 
Employees Health Benefits program under 
this subparagraph shall pay any employee 
contribution required by the plan. 
(ii) COST
DIFFERENTIAL.—The dif-
ference in costs between the benefits that 
the Office of Thrift Supervision is pro-
viding on the date of enactment of this 
title and the benefits provided by this sec-
tion shall be paid by the Comptroller of the 
Currency or the Corporation.
170 
(iii) FUNDS
TRANSFER.—The Office 
of the Comptroller of the Currency or the 
Corporation shall transfer to the Federal 
Employees Health Benefits Fund estab-
lished under section 8909 of title 5, United 
States Code, an amount determined by the 
Director of the Office of Personnel Man-
agement, after consultation with the Office 
of the Comptroller of the Currency or the 
Corporation and the Office of Management 
and Budget, to be necessary to reimburse 
the Fund for the cost to the Fund of pro-
viding benefits under this subparagraph 
not otherwise paid for by the employee 
under clause (i). 
(E) SPECIAL PROVISIONS TO ENSURE CON-
TINUATION OF LIFE INSURANCE BENEFITS.— 
(i) IN GENERAL.—An annuitant (as 
defined in section 8901(3) of title 5, 
United States Code) who is enrolled in a 
life insurance plan administered by the Of-
fice of Thrift Supervision on the day before 
the transfer date shall be eligible for cov-
erage by a life insurance plan under sec-
tions 8706(b), 8714a, 8714b, and 8714c of
171 
title 5, United States Code, or in a life in-
surance plan established by the Office of 
the Comptroller of the Currency or the 
Corporation, without regard to any regu-
larly scheduled open season and require-
ment of insurability. 
(ii) EMPLOYEE’S CONTRIBUTION.— 
(I) IN
GENERAL.—Subject to 
subclause (II), an individual enrolled 
in a life insurance plan under this 
clause shall pay any employee con-
tribution required by the plan. 
(II) COST
DIFFERENTIAL.—The 
difference in costs between the bene-
fits that the Office of Thrift Super-
vision is providing on the date of en-
actment of this title and the benefits 
provided by this section shall be paid 
by the Comptroller of the Currency or 
the Corporation. 
(III) FUNDS
TRANSFER.—The 
Office of the Comptroller of the Cur-
rency or the Corporation shall trans-
fer to the Employees’ Life Insurance 
Fund established under section 8714
172 
of title 5, United States Code, an 
amount determined by the Director of 
the Office of Personnel Management, 
after consultation with the Office of 
the Comptroller of the Currency or 
the Corporation and the Office of 
Management and Budget, to be nec-
essary to reimburse the Fund for the 
cost to the Fund of providing benefits 
under this subparagraph not other-
wise paid for by the employee under 
subclause (I). 
(IV) CREDIT
FOR
TIME
EN-
ROLLED IN OTHER PLANS.—For em-
ployees transferred under this section, 
enrollment in a life insurance plan ad-
ministered by the Office of the Comp-
troller of the Currency, the Office of 
Thrift Supervision, or the Corporation 
immediately before enrollment in a life 
insurance plan under chapter 87 of 
title 5, United States Code, shall be 
considered as enrollment in a life in-
surance plan under that chapter for
173 
purposes of section 8706(b)(1)(A) of 
title 5, United States Code. 
(j) EQUITABLE TREATMENT.—In administering the 
provisions of this section, the Office of the Comptroller 
of the Currency and the Corporation— 
(1) shall take no action that would unfairly dis-
advantage transferred employees relative to other 
employees of the Office of the Comptroller of the 
Currency or the Corporation based on their prior 
employment by the Office of Thrift Supervision; 
(2) may take such action as is appropriate in 
individual cases so that employees transferred under 
this section receive equitable treatment, with respect 
to those employees’ status, tenure, pay, benefits 
(other than benefits under programs administered by 
the Office of Personnel Management), and accrued 
leave or vacation time, for prior periods of service 
with any Federal agency; 
(3) shall, jointly with the Director of the Office 
of Thrift Supervision, develop and adopt procedures 
and safeguards designed to ensure that the require-
ments of this subsection are met; and 
(4) shall conduct a study detailing the position 
assignments of all employees transferred pursuant to 
subsection (a), describing the procedures and safe-
174 
guards adopted pursuant to paragraph (3), and 
demonstrating that the requirements of this sub-
section have been met; and shall, not later than 365 
days after the transfer date, submit a copy of such 
study to Congress. 
SEC. 1213. PROPERTY TRANSFERRED. 
(a) IN GENERAL.—Not later than 90 days after the 
transfer date, all property of the Office of Thrift Super-
vision shall be transferred to the Office of the Comptroller 
of the Currency or the Corporation, allocated in a manner 
consistent with section 1212(a). 
(b) CONTRACTS RELATED
TO PROPERTY TRANS-
FERRED.—All contracts, agreements, leases, licenses, per-
mits, and similar arrangements relating to property trans-
ferred to the Office of the Comptroller of the Currency 
or the Corporation by this section shall be transferred to 
the Office of the Comptroller of the Currency or the Cor-
poration together with that property. 
(c) PRESERVATION OF PROPERTY.—Property identi-
fied for transfer under this section shall not be altered, 
destroyed, or deleted before transfer under this section. 
(d) PROPERTY DEFINED.—For purposes of this sec-
tion, the term ‘‘property’’ includes all real property (in-
cluding leaseholds) and all personal property (including 
computers, furniture, fixtures, equipment, books, ac-
175 
counts, records, reports, files, memoranda, paper, reports 
of examination, work papers and correspondence related 
to such reports, and any other information or materials). 
SEC. 1214. FUNDS TRANSFERRED. 
Except to the extent needed to dispose of affairs 
under section 1215, all funds that, on the day before the 
transfer date, are available to the Director of the Office 
of Thrift Supervision to pay the expenses of the Office 
of Thrift Supervision shall be transferred to the Office of 
the Comptroller of the Currency or the Corporation, allo-
cated in a manner consistent with section 1212(a), on the 
transfer date. 
SEC. 1215. DISPOSITION OF AFFAIRS. 
(a) IN GENERAL.—During the 90-day period begin-
ning on the transfer date, the Director of the Office of 
Thrift Supervision— 
(1) shall, solely for the purpose of winding up 
the affairs of the agency related to any function 
transferred to the Office of the Comptroller of the 
Currency or the Corporation by this subtitle— 
(A) manage any employees of the Office of 
Thrift Supervision and provide for the payment 
of the compensation and benefits of any such 
employees that accrue before the transfer date; 
and
176 
(B) manage any property of the Office of 
Thrift Supervision until the property is trans-
ferred under section 1213; and 
(2) may take any other action necessary to 
wind up the affairs of the Office of Thrift Super-
vision relating to the transferred functions. 
(b) AUTHORITY AND STATUS OF DIRECTOR.— 
(1) IN GENERAL.—Notwithstanding the trans-
fers of functions under this subtitle, the Director of 
the Office of Thrift Supervision shall, during the 90- 
day period beginning on the transfer date, retain 
and may exercise any authority vested in the Direc-
tor on the day before the transfer date that is nec-
essary to carry out the requirements of this subtitle 
during that period. 
(2) OTHER
PROVISIONS.—For purposes of 
paragraph (1), the Director of the Office of Thrift 
Supervision shall, during the 90-day period begin-
ning on the transfer date, continue to be— 
(A) treated as an officer of the United 
States; and 
(B) entitled to receive compensation at the 
same annual rate of basic pay that he or she 
was receiving on the day before the transfer 
date.
177 
SEC. 1216. CONTINUATION OF SERVICES. 
Any agency, department, or other instrumentality of 
the United States, and any successor to any such agency, 
department, or instrumentality, that was, before the trans-
fer date, providing support services to the Office of Thrift 
Supervision in connection with functions to be transferred 
to the Office of the Comptroller of the Currency or the 
Corporation, shall— 
(1) continue to provide those services, subject to 
reimbursement, until the transfer of those functions 
is complete; and 
(2) consult with any such agency to coordinate 
and facilitate a prompt and orderly transition. 
SEC. 1217. CONTRACTING AND LEASING AUTHORITY. 
In addition to any powers transferred to the Comp-
troller of the Currency by this subtitle, the Comptroller 
of the Currency may— 
(1) enter into and perform contracts, execute 
instruments, and acquire in any lawful manner such 
goods and services, or real or personal property, or 
interest in property, as the Comptroller of the Cur-
rency determines to be necessary or convenient to 
carry out the duties and responsibilities of the 
Comptroller of the Currency; and 
(2) hold, maintain, sell, lease, or otherwise dis-
pose of any real or personal property or interest in
178 
property without regard to title 40, United States 
Code, title III of the Federal Properties and Admin-
istrative Services Act of 1949 (41 U.S.C. 251 et 
seq.), and other Federal laws of a similar type gov-
erning the procurement of goods and services or the 
acquisition or disposition of any property or interest 
in property by Federal agencies. 
SEC. 1218. TREATMENT OF SAVINGS AND LOAN HOLDING 
COMPANIES. 
Section 10 of the Home Owners’ Loan Act (12 U.S.C. 
1467a) is amended as follows: 
(1) In subsection (a)— 
(A) in paragraph (1)(A), by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; 
(B) in paragraph (1)(D), by striking clause 
(i) and inserting: ‘‘(i) In general.—. 
‘‘(i) IN
GENERAL.—Except as pro-
vided in clause (ii), the term ‘savings and 
loan holding company’ means any company 
that directly or indirectly controls a sav-
ings association or that controls any com-
pany that is a savings and loan holding 
company, and that is either—
179 
‘‘(I) a fraternal beneficiary soci-
ety, as defined in section 501(c)(8) of 
the Internal Revenue Code of 1986; or 
‘‘(II) a company that is, together 
with all of its affiliates on a consoli-
dated basis, predominantly engaged in 
the business of insurance.’’; 
(C) in paragraph (1)(F), by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; 
(D) in paragraph (1), by inserting at the 
end the following new subparagraph: 
‘‘(K) BOARD.—The term ‘Board’ means 
the Board of Governors of the Federal Reserve 
System.’’. 
(E) in paragraph (2)(D), by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; 
(F) in paragraph (3)(A), by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; and 
(G) in paragraph (4), by striking ‘‘Direc-
tor’’ and inserting ‘‘Board’’. 
(2) In subsection (b), by striking ‘‘Director’’ 
each place it appears and inserting ‘‘Board’’. 
(3) In subsection (c)— 
(A) in paragraph, (2)(F)(i)—
180 
(i) by striking ‘‘of Governors of the 
Federal Reserve System’’; and 
(ii) by striking ‘‘Director’’ and insert-
ing ‘‘Board’’; 
(B) in paragraph (2)(G), by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; 
(C) in paragraph (4)(A), by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; 
(D) in paragraph (4)(B)— 
(i) in the heading, by striking ‘‘direc-
tor’’ and inserting ‘‘Board’’; and 
(ii) by striking ‘‘the Director shall’’ 
and inserting ‘‘the Board shall’’; 
(E) in paragraph (4)(C)— 
(i) in the heading, by striking ‘‘direc-
tor’’ and inserting ‘‘Board’’; and 
(ii) by striking ‘‘the Director may’’ 
and inserting ‘‘the Board may’’; 
(F) in paragraph (5), by striking ‘‘Direc-
tor’’ and inserting ‘‘Board’’; 
(G) in paragraph (6)(D)— 
(i) in the heading, by striking ‘‘direc-
tor’’ and inserting ‘‘Board’’; and 
(ii) by striking ‘‘Director’’ each place 
it appears and inserting ‘‘Board’’;
181 
(H) in paragraph (9)(A)(ii), by inserting ‘‘, 
but only if the conditions for engaging in ex-
panded financial activities set forth in section 
4(l) of the Bank Holding Company Act of 1956 
have been met’’ after ‘‘1956’’; and 
(I) in paragraph (9)(E), by striking ‘‘Di-
rector’’ each place it appears and inserting 
‘‘Board’’. 
(4) In subsection (e)— 
(A) in paragraph (1)(A)— 
(i) in clause (i), by striking ‘‘Direc-
tor’’ and inserting ‘‘Board’’; 
(ii) in clause (ii), by striking ‘‘Direc-
tor’’ and inserting ‘‘Board’’; 
(iii) in clause (iii), by striking ‘‘Direc-
tor’’ each place it appears and inserting 
‘‘Board’’; and 
(iv) in clause (iv), by striking ‘‘Direc-
tor’’ each place it appears and inserting 
‘‘Board’’; 
(B) in paragraph (1)(B), by striking ‘‘Di-
rector’’ each place it appears and inserting 
‘‘Board’’;
182 
(C) in paragraph (2), by striking ‘‘Direc-
tor’’ each place it appears and inserting 
‘‘Board’’; 
(D) in paragraph (3), by striking ‘‘Direc-
tor’’ and inserting ‘‘Board’’; 
(E) in paragraph (4)(A), by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; and 
(F) in paragraph (5), by striking ‘‘Direc-
tor’’ each place it appears and inserting 
‘‘Board’’. 
(5) In subsection (f), by striking ‘‘Director’’ 
each place it appears and inserting ‘‘Board’’. 
(6) In subsection (g), by striking ‘‘Director’’ 
each place it appears and inserting ‘‘Board’’. 
(7) In subsection (h)— 
(A) in paragraph (2), by striking ‘‘Direc-
tor’’ and inserting ‘‘Board’’; and 
(B) in paragraph (3), by striking ‘‘Direc-
tor’’ and inserting ‘‘Board’’. 
(8) In subsection (i)— 
(A) in paragraph (1)(A), by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; 
(B) in paragraph (2)(B), by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’;
183 
(C) in paragraph (2)(F), by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; 
(D) in paragraph (3)(B), by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; 
(E) in paragraph (3)(F), by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; 
(F) in paragraph (4), by striking ‘‘Direc-
tor’’ and inserting ‘‘Board’’; and 
(G) in paragraph (5), by striking ‘‘Direc-
tor’’ and inserting ‘‘Board’’. 
(9) In subsection (j), by striking ‘‘Director’’ 
each place it appears and inserting ‘‘Board’’. 
(10) In subsection (l)— 
(A) in paragraph (1), by striking ‘‘Direc-
tor’’ and inserting ‘‘Board, in consultation with 
the Comptroller of the Currency,’’; and 
(B) in paragraph (2), by striking ‘‘Direc-
tor’’ and inserting ‘‘Board, in consultation with 
the Comptroller of the Currency,’’. 
(11) In subsection (m)— 
(A) in paragraph (2), by striking ‘‘Direc-
tor’’ and inserting ‘‘Comptroller’’; 
(B) in paragraph (2), by striking ‘‘Director 
may grant’’ and inserting ‘‘Comptroller of the 
Currency may grant’’;
184 
(C) in paragraph (2), by striking ‘‘the Di-
rector deems’’ and inserting ‘‘the Comptroller 
deems’’; 
(D) in paragraph (2)(A), by striking ‘‘Di-
rector’’ and inserting ‘‘Comptroller’’; 
(E) in paragraph (2)(B), by striking ‘‘Di-
rector’’ and inserting ‘‘Comptroller’’; 
(F) in paragraph (2)(B)(iii), by striking 
‘‘Director’’ and inserting ‘‘Comptroller’’; 
(G) by striking subparagraph (A) of para-
graph (3) and inserting the following new sub-
paragraph: 
‘‘(A) IN GENERAL.—A savings association 
that fails to become or remain a qualified thrift 
lender shall— 
‘‘(i) immediately be subject to the re-
strictions in subparagraph (B); and 
‘‘(ii) become one or more banks (other 
than a savings bank) within one year after 
the date on which the savings association 
should have become or ceases to be a quali-
fied thrift lender, except as provided in 
subparagraph (C)(i).’’;
185 
(H) by striking subclause (III) of para-
graph (3)(B)(i) and inserting the following new 
subclause: 
‘‘(III) DIVIDENDS.—The savings 
association shall be prohibited from 
paying dividends except for such divi-
dends— 
‘‘(aa) as would be permis-
sible for a national bank; 
‘‘(bb) that are necessary to 
meet obligations of a company 
that controls such savings asso-
ciation; and 
‘‘(cc) that are specifically 
approved by the Comptroller and 
the Board of Governors after 
prior written request of at least 
30 days to the Comptroller and 
the Board of Governors.’’; 
(I) by striking clause (ii) of paragraph 
(3)(B); 
(J) by striking subparagraphs (C) and (D) 
of paragraph (3) and inserting the following 
new subparagraphs:
186 
‘‘(C) REGULATORY
AUTHORITY.—A sav-
ings association that fails to become or remain 
a qualified thrift lender shall be deemed to have 
violated section 5 of the Home Owners’ Loan 
Act and subject to actions authorized by section 
5(d) of the Home Owners’ Loan Act. 
‘‘(D) REQUALIFICATIONS.— 
‘‘(i) A savings association that should 
have become or ceases to be a qualified 
thrift lender shall not be subject to sub-
paragraph (A)(ii) if the savings association 
becomes a qualified thrift lender by meet-
ing the qualified thrift lender requirement 
in paragraph (1) on a monthly average 
basis in 9 out of the preceding 12 months 
and remains a qualified thrift lender. 
‘‘(ii) If the savings association re-
ferred to in clause (i) (or any savings asso-
ciation that acquired all or substantially all 
of its assets from that savings association) 
at any time thereafter ceases to be a quali-
fied thrift lender it shall immediately be 
subject to subparagraph (A)(ii) as if the 1- 
year time period provided for in subpara-
graph (A)(ii) already has expired, and as if
187 
the exception in clause (i) was not applica-
ble or available to such savings associa-
tion.’’; 
(K) in paragraph (4)(D) by striking ‘‘Di-
rector’’ and inserting ‘‘Comptroller’’; 
(L) in paragraph (4)(E) by striking ‘‘Di-
rector’’ and inserting ‘‘Comptroller’’; and 
(M) in paragraph (7)(B) by striking ‘‘Di-
rector’’ and inserting ‘‘Comptroller’’. 
(12) In subsection (o)— 
(A) in paragraph (3) in the heading by 
striking ‘‘DIRECTOR’’ and inserting ‘‘BOARD’’; 
(B) in paragraph (3)(A) by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; 
(C) in paragraph (3)(B) by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; 
(D) in paragraph (3)(C) by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; 
(E) in paragraph (3)(D) by striking ‘‘Di-
rector’’ and inserting ‘‘Comptroller’’; 
(F) in paragraph (5)(E), by striking ‘‘ac-
tivities described in subsection (c)(2) or 
(c)(9)(A)(ii)’’ and inserting ‘‘activities otherwise 
permissible for the company pursuant to, and in
188 
accordance with, section 4 of the Bank Holding 
Company Act of 1956’’; 
(G) in paragraph (7) by striking ‘‘char-
tered by the Director’’ and inserting ‘‘chartered 
by the Comptroller’’; and 
(H) in paragraph (7) by striking ‘‘regula-
tions as the Director may’’ and inserting ‘‘regu-
lations as the Board may’’. 
(13) In subsections (p), (q), (r), and (s), by 
striking ‘‘Director’’ each place it appears and insert-
ing ‘‘Board’’. 
SEC. 1219. PRACTICES OF CERTAIN MUTUAL THRIFT HOLD-
ING COMPANIES PRESERVED. 
(a) TREATMENT OF DIVIDENDS BY CERTAIN MU-
TUAL HOLDING COMPANIES.—Section 3(g) of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1842(g)) is 
amended by adding at the end the following new para-
graphs: 
‘‘(3) DECLARATION
OF
DIVIDENDS.—Every 
subsidiary savings association of a mutual holding 
company shall give the Board not less than 30 days 
advance notice of the proposed declaration by its di-
rectors of any dividend on its guaranty, permanent, 
or other nonwithdrawable stock. Such notice period 
shall commence to run from the date of receipt of
189 
such notice by the Board. Any such dividend de-
clared within such period, or without the giving of 
such notice to the Board, shall be invalid and shall 
confer no rights or benefits upon the holder of any 
such stock. 
‘‘(4) WAIVER
OF
DIVIDENDS.—Any mutual 
thrift holding company organized under section 
10(b) of the Home Owners’ Loan Act shall be per-
mitted to waive such company’s right to receive any 
dividend declared by a subsidiary, if— 
‘‘(A) no insider of the mutual holding com-
pany, associate of an insider, or tax-qualified or 
non-tax-qualified employee stock benefit plan of 
the mutual holding company holds any share of 
the stock in the class of stock to which the 
waiver would apply; or 
‘‘(B) the mutual holding company provides 
the Board with written notice of its intent to 
waive its right to receive dividends 30 days 
prior to the proposed date of payment of the 
dividend and the Board does not object. 
‘‘(5) STANDARDS FOR WAIVER OF DIVIDEND.— 
The Board shall not object to a notice of intent to 
waive dividends under paragraph (4) if—
190 
‘‘(A) the waiver would not be detrimental 
to the safe and sound operation of the savings 
association; and 
‘‘(B) the board of directors of the mutual 
holding company expressly determines that a 
waiver of the dividend by the mutual holding 
company is consistent with the directors’ fidu-
ciary duties to the mutual members of such 
company. 
‘‘(6) RESOLUTION INCLUDED IN WAIVER NO-
TICE.—A dividend waiver notice shall include a copy 
of the resolution of the board of directors of the mu-
tual holding company, in form and substance satis-
factory to the Board, together with any supporting 
materials relied upon by the board of directors, con-
cluding that the proposed dividend waiver is con-
sistent with the board of director’s fiduciary duties 
to the mutual members of the mutual holding com-
pany. 
‘‘(7) VALUATION.— 
‘‘(A) IN GENERAL.—The Board shall con-
sider waived dividends in determining an appro-
priate exchange ratio in the event of a full con-
version to stock form.
191 
‘‘(B) EXCEPTION.—In the case of a sav-
ings association which has reorganized into a 
mutual thrift holding company under section 
10(b) of the Home Owners’ Loan Act and has 
issued minority stock either from its mid-tier 
stock holding company or its subsidiary stock 
savings association prior to December 1, 2009, 
the Board shall not consider waived dividends 
in determining an appropriate exchange ratio in 
the event of a full conversion to stock form.’’. 
SEC. 1220. IMPLEMENTATION PLAN AND REPORTS. 
(a) PLAN SUBMISSION.—Within 90 days of the enact-
ment of the Financial Stability Improvement Act of 2009, 
the Secretary and the Corporation, in consultation with 
the Office of the Comptroller of the Currency and the Of-
fice of Thrift Supervision, shall jointly submit a plan to 
the Congress and the Inspectors General of the Depart-
ment of the Treasury and of the Corporation detailing the 
steps the Secretary, the Corporation, the Office of the 
Comptroller of the Currency, and the Office of Thrift Su-
pervision will take to implement the provisions of sections 
1201 through 1216, and the provisions of the amendments 
made by such sections. 
(b) INSPECTORS GENERAL REVIEW OF THE PLAN.— 
Within 60 days of the date on which the Congress receives
192 
the plan required under subsection (a), the Inspectors 
General of the Department of the Treasury and of the 
Corporation shall jointly provide a written report to the 
Secretary and the Corporation and shall submit a copy 
to the Congress detailing whether the plan conforms with 
the intent of the provisions of sections 1201 through 1216, 
and the provisions of the amendments made by such sec-
tions, including— 
(1) whether the plan sufficiently takes into con-
sideration the orderly transfer of personnel; 
(2) whether the plan describes procedures and 
safeguards to ensure that the Office of Thrift Super-
vision employees are not unfairly disadvantaged rel-
ative to employees of the Office of the Comptroller 
of the Currency and the Corporation; 
(3) whether the plan sufficiently takes into con-
sideration the orderly transfer of authority and re-
sponsibilities; 
(4) whether the plan sufficiently takes into con-
sideration the effective transfer of funds; 
(5) whether the plan sufficiently takes in con-
sideration the orderly transfer of property; and 
(6) any additional recommendations for an or-
derly and effective process.
193 
(c) IMPLEMENTATION REPORTS.—Not later than 6 
months after the date on which the Congress receives the 
report required under subsection (b), and every 6 months 
thereafter until all aspects of the plan have been imple-
mented, the Inspectors General of the Department of the 
Treasury and the Corporation shall jointly provide a writ-
ten report on the status of the implementation of the plan 
to the Secretary and the Corporation and shall submit a 
copy to the Congress. 
SEC. 1221. COMPOSITION OF BOARD OF DIRECTORS OF THE 
FEDERAL DEPOSIT INSURANCE CORPORA-
TION. 
Section 2 of the Federal Deposit Insurance Act (12 
U.S.C. 1812) is amended— 
(1) in subsection (a)(1)— 
(A) in subparagraph (B), by striking ‘‘Di-
rector of the Office of Thrift Supervision’’ and 
inserting ‘‘Chairman of the Board of Governors 
of the Federal Reserve System, or such other 
member of the Board of Governors as the 
Chairman of the Board of Governors shall des-
ignate’’; 
(2) by amending subsection (d)(2) to read as 
follows:
194 
‘‘(2) ACTING OFFICIALS MAY SERVE.—In the 
event of a vacancy in the office of the Comptroller 
of the Currency and pending the appointment of a 
successor, or during the absence or disability of the 
Comptroller of the Currency, the acting Comptroller 
of the Currency shall be a member of the Board of 
Directors in the place of the Comptroller of the Cur-
rency.’’; and 
(3) in subsection (f)(2), by striking ‘‘or of the 
Office of Thrift Supervision’’. 
SEC. 1222. AMENDMENTS TO SECTION 3. 
Section 3 of the Federal Deposit Insurance Act (12 
U.S.C. 1813) is amended— 
(1) in subsection (b)(1)(C) (relating to the defi-
nition of the term ‘‘savings association’’), by striking 
‘‘Director of the Office of Thrift Supervision’’ and 
inserting ‘‘Comptroller of the Currency’’; 
(2) in subsection (l)(5) (relating to the defini-
tion of the term ‘‘deposit’’), in the introductory text, 
by striking ‘‘Director of the Office of Thrift Super-
vision,’’; and 
(3) in subsection (z) (relating to the definition 
of the term ‘‘Federal banking agency’’), by striking 
‘‘the Director of the Office of Thrift Supervision,’’.
195 
SEC. 1223. AMENDMENTS TO SECTION 7. 
Section 7(a) of the Federal Deposit Insurance Act 
(12 U.S.C. 1817) is amended— 
(1) in paragraph (2)(A)— 
(A) in the first sentence, by striking ‘‘the 
Director of the Office of Thrift Supervision’’; 
(B) in the second sentence, by striking 
‘‘the Director of the Office of Thrift Super-
vision,’’; 
(2) in paragraph (3), in the first sentence, by 
striking ‘‘, the Comptroller of the Currency, the 
Chairman of the Board of Governors of the Federal 
Reserve System, and the Director of the Office of 
Thrift Supervision’’ and inserting ‘‘Comptroller of 
the Currency and the Chairman of the Board of 
Governors of the Federal Reserve System’’; and 
(3) in paragraph (7), by striking ‘‘, the Director 
of the Office of Thrift Supervision,’’. 
SEC. 1224. AMENDMENTS TO SECTION 8. 
Section 8 of the Federal Deposit Insurance Act (12 
U.S.C. 1818) is amended— 
(1) in subsection (a)(8)(B)(ii), in the last sen-
tence— 
(A) by striking ‘‘Director of the Office of 
Thrift Supervision’’ each place it appears and 
inserting ‘‘Comptroller of the Currency’’; and
196 
(B) by inserting ‘‘the Office of Thrift Su-
pervision, as a successor to’’ after ‘‘as a suc-
cessor to’’; 
(2) in subsection (o), by striking ‘‘Director of 
the Office of Thrift Supervision’’ and inserting 
‘‘Comptroller of the Currency’’; and 
(3) in subsection (w)(3)(A), by striking ‘‘Office 
of Thrift Supervision’’ and inserting ‘‘Office of the 
Comptroller of the Currency’’. 
SEC. 1225. AMENDMENTS TO SECTION 11. 
Section 11 of the Federal Deposit Insurance Act (12 
U.S.C. 1821) is amended— 
(1) in subsection (c)(6)— 
(A) in the heading, by striking ‘‘DIRECTOR 
OF THE OFFICE OF THRIFT SUPERVISION’’ and 
inserting ‘‘COMPTROLLER OF THE CURRENCY’’; 
(B) in subparagraph (A), by striking ‘‘Di-
rector of the Office of Thrift Supervision’’ and 
inserting ‘‘Comptroller of the Currency’’; 
(C) in subparagraph (B), by striking ‘‘Di-
rector of the Office of Thrift Supervision’’ and 
inserting ‘‘Comptroller of the Currency’’; 
(2) in subsection (d)— 
(A) in paragraph (17)(A)—
197 
(i) by striking ‘‘, or the Director of 
the Office of Thrift Supervision’’; and 
(ii) by striking ‘‘appropriate’’; and 
(B) in paragraph (18)(B), by striking ‘‘or 
the Director of the Office of Thrift Super-
vision’’; and 
(3) in subsection (n)— 
(A) in paragraph (1)(A), by striking ‘‘the 
Director of the Office of Thrift Supervision, 
with respect to 1 or more insured’’; 
(B) in paragraph (2)(A), by striking ‘‘the 
Director of the Office of Thrift Supervision’’; 
(C) in paragraph (4)(D), by striking ‘‘and 
the Director of the Office of Thrift Supervision, 
as appropriate,’’; 
(D) in paragraph (4)(G), by striking ‘‘and 
the Director of the Office of Thrift Supervision, 
as appropriate,’’; and 
(E) in paragraph (12)(B), by striking ‘‘or 
the Director of the Office of Thrift Supervision, 
as appropriate,’’. 
SEC. 1226. AMENDMENTS TO SECTION 13. 
Section 13(k)(1)(A)(iv) of the Federal Deposit Insur-
ance Act (12 U.S.C. 1823(k)(1)(A)(iv)) is amended by
198 
striking ‘‘Director of the Office of Thrift Supervision’’ and 
inserting ‘‘Comptroller of the Currency’’. 
SEC. 1227. AMENDMENTS TO SECTION 18. 
Section 18 of the Federal Deposit Insurance Act (12 
U.S.C. 1828) is amended— 
(1) in subsection (c)(2)— 
(A) in subparagraph (A), by striking 
‘‘bank;’’ and inserting ‘‘bank or a savings asso-
ciation; and’’; 
(B) in subparagraph (B), by inserting 
‘‘and’’ at the end after the semicolon; 
(C) in subparagraph (C), by striking 
‘‘bank (except a savings bank supervised by the 
Director of the Office of Thrift Supervision); 
and’’ and inserting ‘‘bank or State savings as-
sociation.’’; and 
(D) by striking subparagraph (D); 
(2) in subsection (i)(2)— 
(A) by striking subparagraph (B) and in-
serting the following new subparagraph: 
‘‘(B) the Corporation, if the resulting insti-
tution is to be a State nonmember insured bank 
or insured State savings association.’’; and 
(B) by striking subparagraph (C); and 
(3) in subsection (m)—
199 
(A) in paragraph (1)— 
(i) in subparagraph (A), by striking 
‘‘Director of the Office of Thrift Super-
vision’’ and inserting ‘‘Comptroller of the 
Currency’’; and 
(ii) in subparagraph (B), by striking 
‘‘Director of the Office of Thrift Super-
vision’’ and inserting ‘‘Comptroller of the 
Currency’’; 
(B) in paragraph (2)— 
(i) in subparagraph (A), by striking 
‘‘Director of the Office of Thrift Super-
vision’’ and inserting ‘‘Comptroller of the 
Currency’’; and 
(ii) in subparagraph (B)— 
(I) by striking ‘‘Director of the 
Office of Thrift Supervision’’ each 
place it appears and inserting ‘‘Comp-
troller of the Currency’’; and 
(II) by striking ‘‘Director may 
deem 
appropriate’’ 
and 
inserting 
‘‘Comptroller may deem appropriate’’; 
and 
(C) in paragraph (3)—
200 
(i) in subparagraph (A), by striking 
‘‘Director of the Office of Thrift Super-
vision’’ and inserting ‘‘Comptroller of the 
Currency’’; and 
(ii) in subparagraph (B), by striking 
‘‘Office of Thrift Supervision’’ and insert-
ing ‘‘Comptroller of the Currency’’. 
SEC. 1228. AMENDMENTS TO SECTION 28. 
Section 28 of the Federal Deposit Insurance Act (12 
U.S.C. 1831e) is amended— 
(1) in subsection (e)— 
(A) in paragraph (2)— 
(i) in subparagraph (A)(ii), by strik-
ing ‘‘Director of the Office of Thrift Su-
pervision’’ and inserting ‘‘Comptroller of 
the Currency’’; 
(ii) in subparagraph (C), by striking 
‘‘Director of the Office of Thrift Super-
vision’’ and inserting ‘‘Comptroller of the 
Currency’’; and 
(iii) in subparagraph (F), by striking 
‘‘Director of the Office of Thrift Super-
vision’’ and inserting ‘‘Comptroller of the 
Currency’’; and 
(B) in paragraph (3)—
201 
(i) in subparagraph (A), by striking 
‘‘Director of the Office of Thrift Super-
vision’’ and inserting ‘‘Comptroller of the 
Currency’’; and 
(ii) in subparagraph (B), by striking 
‘‘Director of the Office of Thrift Super-
vision’’ and inserting ‘‘Comptroller of the 
Currency’’; and 
(2) in subsection (h)(2), by striking ‘‘Director 
of the Office of Thrift Supervision’’ and inserting 
‘‘Comptroller of the Currency’’. 
SEC. 1229. AMENDMENTS TO THE ALTERNATIVE MORT-
GAGE TRANSACTION PARITY ACT OF 1982. 
(a) 
AMENDMENTS
TO
SECTION
802.—Section 
802(a)(3) of the Alternative Mortgage Transaction Parity 
Act of 1982 (12 U.S.C. 3801(a)(3)) is amended— 
(1) by striking ‘‘Comptroller of the Currency,’’ 
and inserting ‘‘Comptroller of the Currency and’’; 
and 
(2) by striking ‘‘, and the Director of the Office 
of Thrift Supervision’’. 
(b) AMENDMENTS TO SECTION 804.—Section 804(a) 
of the Alternative Mortgage Transaction Parity Act of 
1982 (12 U.S.C. 3803(a)) is amended—
203 
(1) in paragraph (1), by striking ‘‘national 
banks,’’ and inserting ‘‘national banks and federal 
savings associations,’’; 
(2) in paragraph (2), by inserting ‘‘and’’ at the 
end; 
(3) in paragraph (3), by striking ‘‘, and’’ and 
inserting a period; and 
(4) by striking paragraph (4). 
SEC. 1232. AMENDMENTS TO THE BANK SERVICE COMPANY 
ACT. 
Section 1(b) of the Bank Service Company Act (12 
U.S.C. 1861(b)) is amended— 
(1) in paragraph (4), by striking ‘‘insured 
bank,’’ and inserting ‘‘insured bank or’’; 
(2) by striking ‘‘Director of the Office of Thrift 
Supervision’’ and inserting ‘‘Comptroller of the Cur-
rency’’; and 
(3) by striking ‘‘, the Federal Savings and Loan 
Insurance Corporation,’’. 
SEC. 1233. AMENDMENTS TO THE COMMUNITY REINVEST-
MENT ACT OF 1977. 
Section 803 of the Community Reinvestment Act of 
1977 (12 U.S.C. 2902) is amended— 
(1) in paragraph (1)—
204 
(A) in subparagraph (A), by striking ‘‘na-
tional banks’’ and inserting ‘‘national banks or 
savings associations (the deposits of which are 
insured by the Federal Deposit Insurance Cor-
poration)’’; and 
(B) in subparagraph (B), by striking ‘‘and 
bank holding companies;’’ and inserting ‘‘, bank 
holding companies and savings and loan holding 
companies;’’; and 
(2) by striking the first paragraph (2) (relating 
to section 8 of the Federal Deposit Insurance Act). 
SEC. 1234. AMENDMENTS TO THE DEPOSITORY INSTITU-
TION MANAGEMENT INTERLOCKS ACT. 
(a) AMENDMENT TO SECTION 207.—Section 207 of 
the Depository Institution Management Interlocks Act (12 
U.S.C. 3206) is amended— 
(1) in paragraph (1), by striking ‘‘national 
banks,’’ and inserting ‘‘national banks and Federal 
savings associations (the deposits of which are in-
sured by the Federal Deposit Insurance Corpora-
tion),’’; 
(2) in paragraph (2), by striking ‘‘and bank 
holding companies,’’ and inserting ‘‘, bank holding 
companies, and savings and loan holding compa-
nies,’’;
205 
(3) by striking paragraph (4); and 
(4) by redesignating paragraphs (5) and (6) as 
paragraphs (4) and (5), respectively. 
(b) AMENDMENT TO SECTION 209.—Section 209 of 
the Depository Institution Management Interlocks Act (12 
U.S.C. 3207) is amended— 
(1) in paragraph (1), by striking ‘‘national 
banks,’’ and inserting ‘‘national banks and Federal 
savings associations (the deposits of which are in-
sured by the Federal Deposit Insurance Corpora-
tion),’’; 
(2) in paragraph (2), by striking ‘‘and bank 
holding companies,’’ and inserting ‘‘, bank holding 
companies, and savings and loan holding compa-
nies,’’; 
(3) at the end of paragraph (3), by inserting 
‘‘and’’ after the comma; 
(4) by striking paragraph (4); and 
(5) by redesignating paragraph (5) as para-
graph (4). 
(c) AMENDMENT
TO
SECTION
210.—Subsection 
210(a) of the Depository Institution Management Inter-
locks Act (12 U.S.C. 3208(a)) is amended— 
(1) by striking ‘‘his’’ and inserting ‘‘the’’; and
206 
(2) by inserting ‘‘of the Attorney General’’ after 
‘‘enforcement functions’’. 
SEC. 1235. AMENDMENTS TO THE EMERGENCY HOME-
OWNERS’ RELIEF ACT. 
Section 110 of the Emergency Homeowners’ Relief 
Act (12 U.S.C. 2709) is amended— 
(1) by striking the ‘‘Federal Home Loan Bank 
Board’’ and inserting ‘‘Federal Housing Finance 
Agency’’; and 
(2) by striking ‘‘the Federal Savings and Loan 
Insurance Corporation,’’. 
SEC. 1236. AMENDMENTS TO THE EQUAL CREDIT OPPOR-
TUNITY ACT. 
Section 704(a) of the Equal Credit Opportunity Act 
(15 U.S.C. 1691c(a)) is amended— 
(1) in paragraph (1)(A), by striking ‘‘and Fed-
eral branches and Federal agencies of foreign 
banks,’’ and inserting ‘‘Federal branches and Fed-
eral agencies of foreign banks, or a savings associa-
tion the deposits of which are insured by the Federal 
Deposit Insurance Corporation,’’; 
(2) by striking paragraph (2); and 
(3) by redesignating paragraphs (3) through 
(9) as paragraphs (2) through (8).
207 
SEC. 1237. AMENDMENTS TO THE FEDERAL CREDIT UNION 
ACT. 
(a) 
AMENDMENTS
TO
SECTION
206.—Section 
206(g)(7) of the Federal Credit Union Act (12 U.S.C. 
1786(g)(7)) is amended— 
(1) in subparagraph (A)— 
(A) in clause (v), by inserting ‘‘and’’ after 
the semicolon; 
(B) in clause (vi)— 
(i) by striking ‘‘Federal Housing Fi-
nance Board’’ and inserting ‘‘Federal 
Housing Finance Agency’’; and 
(ii) by striking ‘‘; and’’ and inserting 
a period; and 
(C) by striking clause (vii); and 
(2) in subparagraph (D)— 
(A) in clause (iii), by inserting ‘‘and’’ after 
the semicolon; 
(B) in clause (iv), by striking ‘‘; and’’ and 
inserting a period; and 
(C) by striking clause (v). 
SEC. 1238. AMENDMENTS TO THE FEDERAL FINANCIAL IN-
STITUTIONS EXAMINATION COUNCIL ACT OF 
1978. 
(a) AMENDMENT TO SECTION 1002.—Section 1002 
of the Federal Financial Institutions Examination Council
208 
Act of 1978 (12 U.S.C. 3301) is amended by striking 
‘‘Federal Home Loan Bank Board’’ and inserting ‘‘Fed-
eral Housing Finance Agency’’. 
(b) 
AMENDMENT
TO
SECTION
1003.—Section 
1003(1) of the Federal Financial Institutions Examina-
tion Council Act of 1978 (12 U.S.C. 3302(1)) is amended 
by striking ‘‘the Office of Thrift Supervision,’’. 
(c) AMENDMENTS
TO
SECTION
1004.—Section 
1004(a) of the Federal Financial Institutions Examina-
tion Council Act of 1978 (12 U.S.C. 3303(a)) is amend-
ed— 
(1) by striking paragraph (4); and 
(2) by redesignating paragraphs (5) and (6) as 
paragraphs (4) and (5), respectively. 
SEC. 1239. AMENDMENTS TO THE FEDERAL HOME LOAN 
BANK ACT. 
(a) AMENDMENTS TO SECTION 18.—Section 18(c) of 
the Federal Home Loan Bank Act (12 U.S.C. 1438(c)) 
is amended— 
(1) by striking ‘‘Director of the Office of Thrift 
Supervision’’ each place it appears and inserting 
‘‘Comptroller of the Currency’’; 
(2) in paragraph (1)(B), by striking ‘‘and the 
agencies under its administration or supervision’’; 
and
209 
(3) in paragraph (5), by striking ‘‘and such 
agencies’’. 
(b) REPEAL OF SECTION 21A.—Section 21A of the 
Federal Home Loan Bank Act (12 U.S.C. 1441a) is here-
by repealed. 
SEC. 1240. AMENDMENTS TO THE FEDERAL RESERVE ACT. 
Section 19(b) of the Federal Reserve Act (12 U.S.C. 
461) is amended— 
(1) in paragraph (1)(F), by striking ‘‘the Direc-
tor of the Office of Thrift Supervision’’ and insert-
ing ‘‘the Comptroller of the Currency’’; and 
(2) in paragraph (4)(B), by striking ‘‘the Direc-
tor of the Office of Thrift Supervision’’ and insert-
ing ‘‘the Comptroller of the Currency’’. 
SEC. 1241. AMENDMENTS TO THE FINANCIAL INSTITUTIONS 
REFORM, RECOVERY, AND ENFORCEMENT 
ACT OF 1989. 
(a) AMENDMENTS TO SECTION 302.—Section 302(1) 
of the Financial Institutions Reform, Recovery, and En-
forcement Act of 1989 is amended by striking ‘‘Director 
of the Office of Thrift Supervision’’ and inserting ‘‘Comp-
troller of the Currency’’. 
(b) 
AMENDMENT
TO
SECTION
305.—Section 
305(b)(1) of the Financial Institutions Reform, Recovery, 
and Enforcement Act of 1989 is amended by striking ‘‘Di-
210 
rector of the Office of Thrift Supervision’’ and inserting 
‘‘Comptroller of the Currency’’. 
(c) AMENDMENT TO SECTION 308.—Section 308(a) 
of the Financial Institutions Reform, Recovery, and En-
forcement Act of 1989 (12 U.S.C. 1463 note) is amended 
by striking ‘‘Director of the Office of Supervision’’ and 
inserting ‘‘Comptroller of the Currency’’. 
(d) AMENDMENTS TO SECTION 402.—Section 402 of 
the Financial Institutions Reform, Recovery, and Enforce-
ment Act of 1989 (12 U.S.C. 1437 note) is amended— 
(1) in subsection (a), by striking ‘‘Director of 
the Office of Thrift Supervision’’ and inserting 
‘‘Comptroller of the Currency’’; 
(2) in subsection (b), by striking ‘‘Director of 
the Office of Thrift Supervision’’ and inserting 
‘‘Comptroller of the Currency’’; and 
(3) in subsection (e)— 
(A) in paragraph (1), by striking ‘‘Office 
of Thrift Supervision’’ and inserting ‘‘Office of 
the Comptroller of the Currency’’; 
(B) in paragraph (2), by striking ‘‘Director 
of the Office of Thrift Supervision’’ each place 
it appears and inserting ‘‘Comptroller of the 
Currency’’;
211 
(C) in paragraph (3), by striking ‘‘Director 
of the Office of Thrift Supervision’’ and insert-
ing ‘‘Comptroller of the Currency’’; and 
(D) in paragraph (4), by striking ‘‘Direc-
tor of the Office of Thrift Supervision’’ and in-
serting ‘‘Comptroller of the Currency’’. 
(e) 
AMENDMENT
TO
SECTION
1103.—Section 
1103(a)(2) of the Financial Institutions Reform, Recov-
ery, and Enforcement Act of 1989 (12 U.S.C. 3332(a)(2)) 
is amended by striking ‘‘and the Resolution Trust Cor-
poration’’. 
(f) AMENDMENTS
TO SECTION 1205.—Subsection 
1205(b) of the Financial Institutions Reform, Recovery, 
and Enforcement Act of 1989 (12 U.S.C. 1818 note) is 
amended— 
(1) in paragraph (1)— 
(A) in subparagraph (B), by striking ‘‘Di-
rector of the Office of Thrift Supervision, or the 
Director’s designee’’ and inserting ‘‘Comptroller 
of the Currency, or the Comptroller’s designee’’; 
(B) by striking subparagraph (D); and 
(C) by redesignating subparagraphs (E) 
and (F) as subparagraphs (D) and (E), respec-
tively;
212 
(2) in paragraph (2), by striking ‘‘paragraph 
(1)(F)’’ and inserting ‘‘paragraph (1)(E)’’; 
(3) in paragraph (3), by striking ‘‘paragraph 
(1)(F)’’ and inserting ‘‘paragraph (1)(E)’’; and 
(4) in paragraph (5), by striking ‘‘through (E)’’ 
and inserting ‘‘through (D)’’. 
(g) AMENDMENTS
TO
SECTION
1206.—Section 
1206(a) of the Financial Institutions Reform, Recovery, 
and Enforcement Act of 1989 (12 U.S.C. 1833b(a)) is 
amended— 
(1) by striking ‘‘the Oversight Board of the 
Resolution Trust Corporation’’ and inserting ‘‘and’’; 
and 
(2) by striking ‘‘, and the Office of Thrift Su-
pervision,’’. 
(h) AMENDMENTS TO SECTION 1216.—Section 1216 
of the Financial Institutions Reform, Recovery, and En-
forcement Act of 1989 (12 U.S.C. 1833e) is amended— 
(1) in subsection (a)— 
(A) by striking paragraphs (2), (5), and 
(6); 
(B) by redesignating paragraphs (3) and 
(4) as paragraphs (2) and (3), respectively; and 
(C) in paragraph (2) (as redesignated), by 
adding ‘‘and’’ at the end;
213 
(2) in subsection (c)— 
(A) by striking ‘‘the Director of the Office 
of Thrift Supervision,’’ and inserting ‘‘and’’; 
and 
(B) by striking ‘‘, the Oversight Board of 
the Resolution Trust Corporation, and the Res-
olution Trust Corporation’’; and 
(3) in subsection (d)— 
(A) by striking paragraphs (3), (5), and 
(6); and 
(B) by redesignating paragraphs (4), (7), 
and (8) as paragraphs (3), (4), and (5), respec-
tively. 
SEC. 1242. AMENDMENTS TO THE HOUSING ACT OF 1948. 
Section 502(c) of the Housing Act of 1948 (12 
U.S.C. 1701c(c)) is amended in the introductory text by 
striking ‘‘Director of the Office of Thrift Supervision’’ and 
inserting ‘‘Comptroller of the Currency’’. 
SEC. 1243. AMENDMENTS TO THE HOUSING AND COMMU-
NITY DEVELOPMENT ACT OF 1992 AND THE 
FEDERAL HOUSING ENTERPRISES FINANCIAL 
SAFETY AND SOUNDNESS ACT OF 1992. 
(a) AMENDMENTS TO SECTION 543 OF THE HOUSING 
AND COMMUNITY DEVELOPMENT ACT OF 1992.—Section
214 
543 of the Housing and Community Development Act of 
1992 (12 U.S.C. 1707 note) is amended— 
(1) in subsection (c)(1)— 
(A) by striking subparagraphs (D) through 
(F); and 
(B) by redesignating subparagraphs (G) 
and (H) as subparagraphs (D) and (E), respec-
tively; and 
(2) in subsection (f)— 
(A) in paragraph (2)— 
(i) by striking ‘‘the Office of Thrift 
Supervision,’’; and 
(ii) in subparagraph (D), by striking 
‘‘the Office of Thrift Supervision,’’; and 
(B) in paragraph (3)— 
(i) by striking ‘‘the Office of Thrift 
Supervision,’’; and 
(ii) in subparagraph (D), by striking 
‘‘Office of Thrift Supervision,’’ and insert-
ing ‘‘Comptroller of the Currency,’’. 
(b) AMENDMENT TO SECTION 1315 OF THE FED-
ERAL HOUSING ENTERPRISES FINANCIAL SAFETY AND 
SOUNDNESS ACT OF 1992.—Section 1315(b) of the Fed-
eral Housing Enterprises Financial Safety and Soundness 
Act of 1992 (12 U.S.C. 4515(b)) is amended by striking
215 
‘‘the Federal Deposit Insurance Corporation, and the Of-
fice of Thrift Supervision.’’ and inserting ‘‘and the Fed-
eral Deposit Insurance Corporation.’’. 
(c) AMENDMENT TO SECTION 1317 OF THE FED-
ERAL HOUSING ENTERPRISES FINANCIAL SAFETY AND 
SOUNDNESS ACT OF 1992.—Section 1317(c) of the of the 
Federal Housing Enterprises Financial Safety and Sound-
ness Act of 1992 (12 U.S.C. 4517(c)) is amended by strik-
ing ‘‘the Federal Deposit Insurance Corporation, or the 
Director of the Office of Thrift Supervision’’ and inserting 
‘‘or the Federal Deposit Insurance Corporation’’. 
SEC. 1244. AMENDMENT TO THE HOUSING AND URBAN- 
RURAL RECOVERY ACT OF 1983. 
Section 469 of the Housing and Urban-Rural Recov-
ery Act of 1983 (12 U.S.C. 1701p–1) is amended in the 
first sentence by striking ‘‘Federal Home Loan Bank 
Board’’ and inserting ‘‘Federal Housing Finance Agency’’. 
SEC. 1245. AMENDMENTS TO THE NATIONAL HOUSING ACT. 
Section 202(f) of the National Housing Act is amend-
ed— 
(1) by amending paragraph (5) to read as fol-
lows: 
‘‘(5) if the mortgagee is a national bank, a sub-
sidiary or affiliate of such a bank, a Federal savings
216 
association or a subsidiary or affiliate of a savings 
association, the Comptroller of the Currency;’’; 
(2) in paragraph (6), by adding ‘‘and’’ at the 
end; 
(3) in paragraph (7)— 
(A) by inserting ‘‘or State savings associa-
tion’’ after ‘‘State bank’’; and 
(B) by striking ‘‘; and’’ and inserting a pe-
riod; and 
(4) by striking paragraph (8). 
SEC. 1246. AMENDMENTS TO THE RIGHT TO FINANCIAL 
PRIVACY ACT OF 1978. 
Section 1101(7) of the Right to Financial Privacy 
Act of 1978 (12 U.S.C. 3401(7)) is amended by striking 
subparagraph (B). 
SEC. 1247. AMENDMENTS TO THE BALANCED BUDGET AND 
EMERGENCY DEFICIT CONTROL ACT OF 1985. 
(a) 
AMENDMENTS
TO
SECTION
255.—Section 
255(g)(1)(A) of the Balanced Budget and Emergency 
Deficit Control Act of 1985 (2 U.S.C. 905(g)(1)(A)) is 
amended by striking ‘‘Office of Thrift Supervision (20– 
4108–0–3–373);’’. 
(b) 
AMENDMENTS
TO
SECTION
256.—Section 
256(h)(4) of the Balanced Budget and Emergency Deficit 
Control Act of 1985 (2 U.S.C. 906(h)(4)) is amended—
217 
(1) by striking subparagraphs (C) and (G); and 
(2) by redesignating subparagraphs (D), (E), 
(F), and (H) as subparagraphs (C) through (G), re-
spectively. 
SEC. 1248. AMENDMENTS TO THE CRIME CONTROL ACT OF 
1990. 
(a) AMENDMENTS
TO
SECTION
2539.—Section 
2539(c)(2) of the Crime Control Act of 1990 (Public Law 
101–647) is amended by striking subparagraph (F) and 
redesignating subparagraphs (G) and (H) as subpara-
graphs (F) through (G), respectively. 
(b) 
AMENDMENT
TO
SECTION
2554.—Section 
2554(b)(2) of the Crime Control Act of 1990 (Public Law 
101–647) is amended by striking ‘‘Director of the Office 
of Thrift Supervision’’ and inserting ‘‘Comptroller of the 
Currency’’. 
SEC. 1249. AMENDMENT TO THE FLOOD DISASTER PROTEC-
TION ACT OF 1973. 
Section 3(a)(5) of the Flood Disaster Protection Act 
of 1973 (42 U.S.C. 4003(a)(5)) is amended by striking 
‘‘the Office of Thrift Supervision,’’. 
SEC. 1250. AMENDMENT TO THE INVESTMENT COMPANY 
ACT OF 1940. 
Section 6(a)(3) of the Investment Company Act of 
1940 (15 U.S.C. 80a–6(a)(3)) is amended by striking
218 
‘‘Federal Savings and Loan Insurance Corporation’’ and 
inserting ‘‘Comptroller of the Currency’’. 
SEC. 1251. AMENDMENT TO THE NEIGHBORHOOD REIN-
VESTMENT CORPORATION ACT. 
Section 606(c)(3) of the Neighborhood Reinvestment 
Corporation Act is amended by striking ‘‘Federal Home 
Loan Bank Board’’ and inserting ‘‘Federal Housing Fi-
nance Agency’’. 
SEC. 1252. AMENDMENTS TO THE SECURITIES EXCHANGE 
ACT OF 1934. 
(a) AMENDMENTS TO SECTION 3.—Section 3(a)(34) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)(34)) is amended— 
(1) in subparagraph (A)— 
(A) in clause (i), by striking ‘‘bank;’’ and 
inserting ‘‘bank, or a savings association (as de-
fined in section 3(b) of the Federal Deposit In-
surance Act (12 U.S.C. 1813(b))), the deposits 
of which are insured by the Federal Deposit In-
surance Corporation, a subsidiary or a depart-
ment or division of any such savings associa-
tion, or a savings and loan holding;’’; 
(B) in clause (iii), by adding ‘‘and’’ at the 
end; 
(C) by striking clause (iv); and
219 
(D) by redesignating clause (v) as clause 
(iv); 
(2) in subparagraph (B)— 
(A) in clause (i), by striking ‘‘bank;’’ and 
inserting ‘‘bank, or a savings association (as de-
fined in section 3(b) of the Federal Deposit In-
surance Act (12 U.S.C. 1813 (b))), the deposits 
of which are insured by the Federal Deposit In-
surance Corporation, a subsidiary or a depart-
ment or division of any such savings associa-
tion, or a savings and loan holding;’’; 
(B) in clause (iii), by adding ‘‘and’’ at the 
end; 
(C) by striking clause (iv); and 
(D) by redesignating clause (v) as clause 
(iv); 
(3) in subparagraph (C)— 
(A) in clause (i), by striking ‘‘bank;’’ and 
inserting ‘‘bank, or a savings association (as de-
fined in section 3(b) of the Federal Deposit In-
surance Act (12 U.S.C. 1813 (b))), the deposits 
of which are insured by the Federal Deposit In-
surance Corporation, a subsidiary or a depart-
ment or division of any such savings associa-
tion, or a savings and loan holding;’’;
220 
(B) in clause (iii), by adding ‘‘and’’ at the 
end; 
(C) by striking clause (iv); and 
(D) by redesignating clause (v) as clause 
(iv); and 
(4) in subparagraph (F)— 
(A) in clause (i), by striking ‘‘bank;’’ and 
inserting ‘‘or a savings association (as defined 
in section 3(b) of the Federal Deposit Insur-
ance Act (12 U.S.C. 1813 (b))), the deposits of 
which are insured by the Federal Deposit In-
surance Corporation;’’; 
(B) by striking clause (ii); and 
(C) redesignating clauses (iii), (iv), and (v) 
as clauses (ii), (iii) and (iv), respectively. 
(b) AMENDMENTS TO SECTION 15C.—Section 15C of 
the Securities Exchange Act of 1934 (15 U.S.C. 78o–5) 
is amended in subsection (g)(1) by striking ‘‘the Director 
of the Office of Thrift Supervision, the Federal Savings 
and Loan Insurance Corporation,’’. 
SEC. 1253. AMENDMENTS TO TITLE 18, UNITED STATES 
CODE. 
(a) 
AMENDMENT
TO
SECTION
212.—Section 
212(c)(2) of title 18, United States Code, is amended— 
(1) by striking subparagraph (C); and
221 
(2) 
by 
redesignating 
subparagraphs 
(D) 
through (H) as subparagraphs (C) through (G), re-
spectively. 
(b) AMENDMENT TO SECTION 657.—Section 657 of 
title 18, United States Code, is amended by striking ‘‘Of-
fice of Thrift Supervision, the Resolution Trust Corpora-
tion,’’. 
(c) 
AMENDMENT
TO
SECTION
981.—Section 
981(a)(1)(D) of title 18, United States Code, is amend-
ed— 
(1) by striking ‘‘the Resolution Trust Corpora-
tion,’’; and 
(2) by striking ‘‘or the Office of Thrift Super-
vision’’. 
(d) 
AMENDMENT
TO
SECTION
982.—Section 
982(a)(3) of title 18, United States Code, is amended— 
(1) by striking ‘‘the Resolution Trust Corpora-
tion,’’; and 
(2) by striking ‘‘or the Office of Thrift Super-
vision’’. 
(e) AMENDMENT TO SECTION 1006.—Section 1006 
of title 18, United States Code, is amended— 
(1) by striking ‘‘Office of Thrift Supervision,’’; 
and
222 
(2) by striking ‘‘the Resolution Trust Corpora-
tion,’’. 
(f) AMENDMENT TO SECTION 1014.—Section 1014 
of title 18, United States Code, is amended— 
(1) by striking ‘‘the Office of Thrift Super-
vision,’’; and 
(2) by striking ‘‘the Resolution Trust Corpora-
tion,’’. 
(g) 
AMENDMENT
TO
SECTION
1032.—Section 
1032(1) of title 18, United States Code, is amended— 
(1) by striking ‘‘the Resolution Trust Corpora-
tion,’’; and 
(2) by striking ‘‘or the Director of the Office of 
Thrift Supervision’’. 
SEC. 1254. AMENDMENTS TO TITLE 31, UNITED STATES 
CODE. 
(a) AMENDMENT TO SECTION 309.—Section 309 of 
title 31, United States Code, is amended to read as fol-
lows: 
‘‘§ 309. Division of Thrift Supervision 
‘‘The Division of Thrift Supervision established 
under section 3(a) of the Home Owners’ Loan Act shall 
be a division in the Office of the Comptroller of the Cur-
rency.’’.
223 
(b) AMENDMENTS TO SECTION 321.—Section 321 of 
title 31, United States Code, is amended— 
(1) in subsection (c)— 
(A) in paragraph (1), by adding ‘‘and’’ at 
the end; 
(B) in paragraph (2), by striking ‘‘; and’’ 
and inserting a period; and 
(C) by striking paragraph (3); and 
(2) by striking subsection (e). 
(c) AMENDMENTS TO SECTION 714.—Section 714 of 
title 31, United States Code, is amended— 
(1) in subsection (a), by striking ‘‘the Office of 
the Comptroller of the Currency, and the Office of 
Thrift Supervision.’’ and inserting ‘‘and the Office of 
the Comptroller of the Currency.’’; 
(2) in subsection (b), by striking all after ‘‘has 
consented in writing.’’ and inserting the following: 
‘‘Audits of the Federal Reserve Board and Federal 
reserve banks shall not include unreleased tran-
scripts or minutes of meetings of the Board of Gov-
ernors or of the Federal Open Market Committee. 
To the extent that an audit deals with individual 
market actions, records related to such actions shall 
only be released by the Comptroller General after
224 
180 days have elapsed following the effective date of 
such actions.’’; 
(3) in subsection (c)(1), in the first sentence, by 
striking ‘‘subsection,’’ and inserting ‘‘subsection or 
in the audits or audit reports referring or relating 
to the Federal Reserve Board or Reserve Banks,’’; 
and 
(4) by adding at the end the following: 
‘‘(f) AUDIT AND REPORT OF THE FEDERAL RESERVE 
SYSTEM.— 
‘‘(1) IN GENERAL.—An audit of the Board of 
Governors of the Federal Reserve System and the 
Federal reserve banks under subsection (b) shall be 
completed within 12 months of the enactment of the 
Financial Stability Improvement Act of 2009. 
‘‘(2) REPORT.— 
‘‘(A) REQUIRED.—A report on the audit 
referred to in paragraph (1) shall be submitted 
by the Comptroller General to the Congress be-
fore the end of the 90-day period beginning on 
the date on which such audit is completed and 
made available to— 
‘‘(i) the Speaker of the House of Rep-
resentatives;
225 
‘‘(ii) the majority and minority leaders 
of the House of Representatives; 
‘‘(iii) the majority and minority lead-
ers of the Senate; 
‘‘(iv) the Chairman and Ranking 
Member of the committee and each sub-
committee of jurisdiction in the House of 
Representatives and the Senate; and 
‘‘(v) any other Member of Congress 
who requests it. 
‘‘(B) CONTENTS.—The report under sub-
paragraph (A) shall include a detailed descrip-
tion of the findings and conclusion of the 
Comptroller General with respect to the audit 
that is the subject of the report. 
‘‘(3) CONSTRUCTION.—Nothing in this sub-
section shall be construed— 
‘‘(A) as interference in or dictation of mon-
etary policy to the Federal Reserve System by 
the Congress or the Government Accountability 
Office; or 
‘‘(B) to limit the ability of the Government 
Accountability Office to perform additional au-
dits of the Board of Governors of the Federal
226 
Reserve System or of the Federal reserve 
banks.’’. 
SEC. 1255. REQUIREMENT FOR COUNTERCYCLICAL CAP-
ITAL REQUIREMENTS. 
Section 908(a) of the International Lending Super-
vision Act of 1983 (12 U.S.C. 3907(a)) is amended by 
adding at the end the following new paragraph: 
‘‘(3) Each appropriate Federal banking agency 
shall, in establishing capital requirements under this 
Act or other provisions of Federal law for banking 
institutions, seek to make such requirements coun-
tercyclical so that the amount of capital required to 
be maintained by a banking institution increases in 
times of economic expansion and decreases in times 
of economic contraction, consistent with the safety 
and soundness of the institution.’’. 
SEC. 1256. TRANSFER OF AUTHORITY TO THE BOARD WITH 
RESPECT TO SAVINGS AND LOAN HOLDING 
COMPANIES. 
(a) TRANSFER
OF FUNCTIONS.—Notwithstanding 
any other provision of this subtitle, all functions of the 
Director of the Office of Thrift Supervision with respect 
to savings and loan holding companies that are a fraternal 
beneficiary society, as defined in section 501(c)(8) of the 
Internal Revenue Code of 1986, or a company that is, to-
227 
gether with all of its affiliates on a consolidated basis, pre-
dominantly engaged in the business of insurance are 
transferred to the Board. 
(b) BOARD’S
AUTHORITY.—Notwithstanding any 
other provision of this subtitle, the Board shall succeed 
to all powers, authorities, rights, and duties with respect 
to savings and loan holding companies that are a fraternal 
beneficiary society, as defined in section 501(c)(8) of the 
Internal Revenue Code of 1986, or a company that is, to-
gether with all of its affiliates on a consolidated basis, pre-
dominantly engaged in the business of insurance that were 
vested in the Director of the Office of Thrift Supervision 
under Federal law, including the Home Owners’ Loan Act, 
on the day before the transfer date. 
(c) SAVINGS AND LOAN HOLDING COMPANY DE-
FINED.—The term ‘‘savings and loan holding company’’ 
shall have the meaning given such term under section 10 
of the Home Owners’ Loan Act. 
SEC. 1257. EFFECTIVE DATE. 
Except as otherwise provided in this subtitle, the 
amendments made by sections 1221 through section 1253 
and 1256 and subsections (a), (b), and (c)(1) of section 
1254 shall take effect on the transfer date.
228 
Subtitle D—Further Improvements 
to the Regulation of Bank Hold-
ing Companies and Depository 
Institutions 
SEC. 1301. TREATMENT OF INDUSTRIAL LOAN COMPANIES, 
SAVINGS 
ASSOCIATIONS, 
AND 
CERTAIN 
OTHER COMPANIES UNDER THE BANK HOLD-
ING COMPANY ACT. 
(a) DEFINITIONS.—Section 2 of the Bank Holding 
Company Act of 1956 (12 U.S.C. 1841) is amended— 
(1) by striking subsection (a)(1) and inserting 
the following: 
‘‘(a) BANK HOLDING COMPANY.— 
‘‘(1) IN GENERAL.—Except as provided in para-
graph (5), the term ‘bank holding company’ 
means— 
‘‘(A) any company, other than a company 
described in section 4(p), which has control over 
any bank or over any company that is or be-
comes a bank holding company by virtue of this 
Act; and 
‘‘(B) any section 6 holding company estab-
lished by a company described in section 
6(a)(1)(C).’’.
229 
(2) in subsection (a)(5), by adding at the end 
the following new subparagraph: 
‘‘(G) No company is a bank holding com-
pany by virtue of its ownership or control of a 
section 6 holding company or any subsidiary of 
a section 6 holding company, so long as the re-
quirements of sections 4(p) and 6 of this Act 
are met, as applicable, by the section 6 holding 
company;’’; 
(3) in subsection (c)(1)(A), by striking ‘‘insured 
bank’’ and inserting ‘‘insured depository institu-
tion’’, and by striking ‘‘section 3(h) of the Federal 
Deposit Insurance Act’’ and inserting ‘‘section 
3(c)(2) of the Federal Deposit Insurance Act’’; 
(4) in subsection (c)(2)— 
(A) in subparagraph (B), by inserting be-
fore the period the following: ‘‘that is controlled 
by a company that is a fraternal beneficiary so-
ciety, as defined in section 501(c)(8) of the In-
ternal Revenue Code of 1986, or a company 
that is, together with all of its affiliates on a 
consolidated basis, predominantly engaged in 
the business of insurance’’; and 
(B) in subparagraph (F)(i), by inserting 
before the semicolon the following: ‘‘, including
230 
issuing credit cards and other credit devices (in-
cluding virtual or intangible devices) that func-
tion as credit cards’’; 
(C) in subparagraph (F)(v), by inserting 
before the semicolon the following: ‘‘, other 
than loans that otherwise meet the require-
ments of this subparagraph and are made to 
businesses that meet the criteria for a small 
business concern to be eligible for business 
loans under regulations established by the 
Small Business Administration under part 121 
of title 13, Code of Federal Regulations’’; and 
(D) by striking subparagraph (H) and in-
serting the following: 
‘‘(H) An industrial loan company, indus-
trial bank, or other similar institution which— 
‘‘(i) is an institution organized under 
the laws of a State which, on March 5, 
1987, had in effect or had under consider-
ation in such State’s legislature a statute 
which required or would require such insti-
tution to obtain insurance under the Fed-
eral Deposit Insurance Act; 
‘‘(ii) either—
231 
‘‘(I) does not accept demand de-
posits that the depositor may with-
draw by check or similar means for 
payment to third parties; 
‘‘(II) has total assets of less than 
$100,000,000; or 
‘‘(III) the control of which is not 
acquired by any company after Au-
gust 10, 1987; 
‘‘(iii) predominantly provides financial 
products and services to current and 
former members of the military and their 
families; and 
‘‘(iv) is controlled by a savings and 
loan holding company, as defined in sec-
tion 10(a) of the Home Owners’ Loan Act. 
This subparagraph shall cease to apply to any 
institution which permits any overdraft (includ-
ing any intraday overdraft), or which incurs 
any such overdraft in such institution’s account 
at a Federal Reserve bank, on behalf of an af-
filiate, if such overdraft is not the result of an 
inadvertent computer or accounting error that 
is beyond the control of both the institution and 
the affiliate, or that is otherwise permissible for
232 
a bank controlled by a company described in 
section 1843(f)(1) of this title.’’; and 
(5) by adding at the end the following new sub-
section: 
‘‘(r) SECTION 6 HOLDING COMPANIES.—The term 
‘section 6 holding company’ means a company that is re-
quired to be established as an intermediate holding com-
pany under section 6 of this Act.’’. 
(b) NONBANKING ACTIVITIES EXCEPTIONS.—Section 
4 of the Bank Holding Company Act of 1956 (12 U.S.C. 
1843) is amended— 
(1) in subsection (f)(1)(B) by striking ‘‘for pur-
poses of this Act’’ and inserting ‘‘for purposes of 
section 4(a)’’; and 
(2) in subsection (f)(2)— 
(A) in subparagraph (B)(ii), by striking ‘‘; 
or’’ and inserting a semicolon; 
(B) in subparagraph (C), by striking the 
period and inserting ‘‘; or’’; and 
(C) by adding at the end the following new 
subparagraph: 
‘‘(D) such company fails to— 
‘‘(i) establish and register a section 6 
holding company pursuant to section 6 of
233 
this Act within 180 days after the adoption 
of rules required by this section; and 
‘‘(ii) conduct all such activities which 
are permissible for a financial holding com-
pany, as determined under section 4(k), 
through such section 6 holding company, 
other than— 
‘‘(I) internal financial activities 
conducted for such company or any 
affiliate, including, but not limited to 
internal treasury, investment, and em-
ployee benefit functions, provided that 
with respect to any internal financial 
activity engaged in for the company or 
an affiliate and a nonaffiliate during 
the year prior to date of enactment, 
the company (or an affiliate not a 
subsidiary of the section 6 company) 
may continue to engage in that activ-
ity so long as the at least two-thirds 
of the assets or two-thirds of the reve-
nues generated from the activity are 
from or attributable to the company 
or an affiliate, subject to review by 
the Board to determine whether en-
234 
gaging in such activity presents undue 
risk to the section 6 company or 
undue systemic risk; and 
‘‘(II) financial activities involving 
the provision of credit for the pur-
chase or lease of products or services 
from an affiliate or for the purchase 
or lease of products produced by an 
affiliate of such section 6 holding 
company that is not a subsidiary of 
such section six holding company, in 
accordance with regulations prescribed 
by or orders issued by the Board, pur-
suant to section 6 of this Act.’’; and 
(3) by inserting at the end the following new 
subsections: 
‘‘(p) CERTAIN COMPANIES NOT SUBJECT TO THIS 
ACT.— 
‘‘(1) IN GENERAL.—Except as provided in para-
graphs (6) and (7), any company which— 
‘‘(A) was— 
‘‘(i) on the date of enactment of the 
Financial Stability Improvement Act of 
2009, a unitary savings and loan holding 
company that continues to control not
235 
fewer than one savings association that it 
controlled on May 4, 1999, or that it ac-
quired pursuant to an application pending 
before the Office of Thrift Supervision on 
or before that date, and that became a 
bank for purposes of the Bank Holding 
Company Act as a result of the enactment 
of section 1301(a)(3) of the Financial Sta-
bility Improvement Act of 2009; or 
‘‘(ii) on November 23, 2009— 
‘‘(I) controlled an institution 
which became a bank as a result of 
the 
enactment 
of 
section 
1301(a)(4)(B) of the Financial Sta-
bility Improvement Act of 2009; 
‘‘(II) had an application pending, 
or approved but not executed, before 
the Federal Deposit Insurance Cor-
poration, that, if approved, would per-
mit the applicant to control an indus-
trial loan company, industrial bank, or 
other similar institution— 
‘‘(aa) that is a federally in-
sured, State-chartered depository 
institution;
236 
‘‘(bb) 
that 
is 
organized 
under the laws of a State that on 
March 5, 1987, had in effect, or 
had under consideration in the 
legislature of such State, a stat-
ute that required such institution 
to obtain insurance under the 
Federal Deposit Insurance Act; 
and 
‘‘(cc) that— 
‘‘(AA) does not accept 
demand deposits that the 
depositor may withdraw by 
check or similar means for 
payment to third parties; or 
‘‘(BB) maintains total 
assets 
of 
less 
than 
$100,000,000; or 
‘‘(III) controlled an institution it 
has 
continuously 
controlled 
since 
March 5, 1987, which became a bank 
as a result of the enactment of the 
Competitive Equality Banking Act of 
1987, pursuant to subsection (f); 
‘‘(B) was not on June 30, 2009—
237 
‘‘(i) a bank holding company; or 
‘‘(ii) subject to the Bank Holding 
Company Act of 1956 by reason of section 
8(a) of the International Banking Act of 
1978 (12 U.S.C. 3106(a)); and 
‘‘(C) on June 30, 2009, directly or indi-
rectly controlled shares or engaged in activities 
that did not, on the day before the date of en-
actment of the Financial Stability Act of 2009, 
comply with the activity or investment restric-
tions on financial holding companies in section 
4 in accordance with regulations prescribed by 
the Board, 
shall not be treated as a bank holding company for 
purposes of this Act solely by virtue of such com-
pany’s control of such institution and control of a 
section 6 holding company established pursuant to 
section 6. 
‘‘(2) LOSS
OF
EXEMPTION.—A company de-
scribed in paragraph (1) shall no longer qualify for 
the exemption provided under that paragraph if— 
‘‘(A) such company fails to— 
‘‘(i) establish and register a section 6 
holding company pursuant to section 6 of 
this Act within 180 days after adoption of
238 
rules required by this section, unless the 
Board grants an extension of such period 
for compliance which shall not exceed 180 
additional days; and 
‘‘(ii) maintain a section 6 holding 
company in compliance with all the re-
quirements for a section 6 holding com-
pany under section 6 of this Act. 
‘‘(B) such company directly or indirectly 
(including through the section 6 holding com-
pany it must form pursuant to this subsection 
and section 6 of this Act) acquires control of an 
additional bank or insured depository institu-
tion after June 30, 2009, provided that such 
company 
directly 
or 
indirectly 
(including 
through the section 6 holding company) may 
acquire— 
‘‘(i) shares held as a bona fide fidu-
ciary (whether with or without the sole dis-
cretion to vote such shares); 
‘‘(ii) shares held by any person as a 
bona fide fiduciary solely for the benefit of 
employees of either the company described 
in paragraph (1) or any subsidiary of that
239 
company and the beneficiaries of those em-
ployees; 
‘‘(iii) shares held temporarily pursu-
ant to an underwriting commitment in the 
normal course of an underwriting business; 
‘‘(iv) shares held in an account solely 
for trading purposes; 
‘‘(v) shares over which no control is 
held other than control of voting rights ac-
quired in the normal course of a proxy so-
licitation; 
‘‘(vi) loans or other accounts receiv-
able acquired from an insured depository 
institution in the normal course of busi-
ness; 
‘‘(vii) shares or assets acquired in se-
curing or collecting a debt previously con-
tracted in good faith, during the 2-year pe-
riod beginning on the date of such acquisi-
tion or for such additional time (not ex-
ceeding 3 years) as the Board may permit 
if the Board determines that such an ex-
tension will not be detrimental to the pub-
lic interest;
240 
‘‘(viii) shares or assets acquired di-
rectly or indirectly by a depository institu-
tion controlled by such company in a 
transaction involving an insured depository 
institution for which the Federal Deposit 
Insurance Corporation has been appointed 
as receiver or which has been found to be 
in danger of default (as defined in section 
3 of the Federal Deposit Insurance Act) by 
the appropriate Federal or State authority; 
‘‘(ix) shares or assets of another in-
dustrial loan company meeting the require-
ments of this Act if such company continu-
ously controlled an industrial loan com-
pany since the date of enactment of the Fi-
nancial Stability Improvement Act of 
2009; and 
‘‘(x) shares or assets of a savings as-
sociation acquired directly or indirectly by 
the savings association controlled by such 
company if such company continuously 
controlled a savings association since the 
date of enactment of the Financial Sta-
bility Improvement Act of 2009;
241 
‘‘(C)(i) the section 6 holding company re-
quired to be established by such company, or 
any subsidiary bank of such company undergoes 
a change in control after the date of enactment 
of the Financial Stability Improvement Act of 
2009, other than— 
‘‘(I) the merger or whole acquisition 
of such parent company in a bona fide 
merger or acquisition (as shall be deter-
mined by the Board, which is authorized to 
find that a transaction is not a bona fide 
merger or acquisition and thus results in 
the loss of exemption), with a company 
that is predominantly engaged in activities 
not permissible for a financial holding com-
pany pursuant to section 4(k); 
‘‘(II) a change of control of an indus-
trial bank, its section 6 holding company, 
or any entity that directly or indirectly 
controls the industrial bank, in a trans-
action other than a merger described in 
subclause (I), by an acquiring company 
that is predominately engaged in activities 
not permissible for a financial holding com-
pany pursuant to subsection (k), if—
242 
‘‘(aa) the transaction is approved 
by the appropriate Federal banking 
agency and the Board; and 
‘‘(bb) the industrial bank does 
not thereafter establish a domestic 
branch as defined in section 3(o) of 
the Federal Deposit Insurance Act 
(12 U.S.C. 1813(o)); 
‘‘(III) an inadvertent acquisition of 
control, as determined by the Board, if 
such inadvertent acquisition of control is 
reversed or rectified within 180 days of its 
discovery; or 
‘‘(IV) the acquisition of additional 
shares by a company that owned or con-
trolled 7.5 percent or more of any class of 
such parent company’s outstanding voting 
stock on or before June 30, 2009, and con-
tinuously owned or controlled at least such 
7.5 percent since June 30, 2009. 
‘‘(ii) Nothing in this subparagraph shall be 
construed as preventing the Board from requir-
ing compliance with this subsection, section 6 
or the requirements of the Change in Bank 
Control Act, as applicable to a company that is
243 
permitted to acquire control without loss of the 
exemption in this subsection 4(p)(2); or 
‘‘(D) any subsidiary bank of such company 
engages in any activity after the date of enact-
ment of the Financial Stability Improvement 
Act of 2009 which would have caused such in-
stitution to be a bank (as defined in section 
2(c) of this Act, as in effect before such date) 
if such activities had been engaged in before 
such date. 
‘‘(3) DIVESTITURE IN CASE OF LOSS OF EX-
EMPTION.—If any company described in paragraph 
(1) fails to qualify for the exemption provided under 
paragraph (1) by operation of paragraph (2), such 
exemption shall cease to apply to such company and 
such company shall divest control of each bank it 
controls before the end of the 180-day period begin-
ning on the date on which the company receives no-
tice from the Board that the company has failed to 
continue to qualify for such exemption, unless, be-
fore the end of such 180-day period, the company 
has— 
‘‘(A) either— 
‘‘(i) corrected the condition or ceased 
the activity that caused the company to
244 
fail to continue to qualify for the exemp-
tion; or 
‘‘(ii) submitted a plan to the Board 
for approval to cease the activity or correct 
the condition in a timely manner (which 
shall not exceed 1 year); and 
‘‘(B) implemented procedures that are rea-
sonably adapted to avoid the reoccurrence of 
such condition or activity. 
‘‘(4) SUBSECTION
CEASES
TO
APPLY
UNDER 
CERTAIN
CIRCUMSTANCES.—This subsection shall 
cease to apply to any company described in para-
graph (1) if such company— 
‘‘(A) registers as a bank holding company 
under section 2(a) of this Act; 
‘‘(B) immediately upon such registration, 
complies with all of the requirements of this 
chapter, and regulations prescribed by the 
Board pursuant to this chapter, including the 
nonbanking restrictions of this section; and 
‘‘(C) does not, at the time of such registra-
tion, control banks in more than one State, the 
acquisition of which would be prohibited by sec-
tion 3(d) of this Act if an application for such
245 
acquisition by such company were filed under 
section 3(a) of this Act. 
‘‘(5) INFORMATION REQUIREMENT.—Each com-
pany described in paragraph (1) shall, within 60 
days after the date of enactment of the Financial 
Stability Improvement Act of 2009, provide the 
Board with the name and address of such company, 
the name and address of each bank such company 
controls, and a description of each such bank’s ac-
tivities. 
‘‘(6) 
EXAMINATIONS
AND
REPORTS.—The 
Board may, from time to time, examine a company 
described in paragraph (1) or a bank controlled by 
such a company, and may require reports under 
oath from a company described in paragraph (1), 
and appropriate officers or directors of such com-
pany, in each case solely for purposes of assuring 
compliance with the provisions of this subsection and 
enforcing such compliance. 
‘‘(7) LIMITED ENFORCEMENT.— 
‘‘(A) IN
GENERAL.—In addition to any 
other power of the Board, the Board may en-
force compliance with the provisions of this sub-
section which are applicable to any company de-
scribed in paragraph (1), and any bank con-
246 
trolled by such company, under section 8 of the 
Federal Deposit Insurance Act, and such com-
pany or bank shall be subject to such section 
(for such purposes) in the same manner and to 
the same extent as if such company were a 
bank holding company. 
‘‘(B) APPLICATION OF OTHER ACT.—Any 
violation of this subsection by any company de-
scribed in paragraph (1) or any bank controlled 
by such a company, may also be treated as a 
violation of the Federal Deposit Insurance Act 
for purposes of subparagraph (A). 
‘‘(C) NO
EFFECT
ON
OTHER
AUTHOR-
ITY.—No provision of this paragraph shall be 
construed as limiting any authority of the 
Board or any other Federal agency under any 
other provision of law. 
‘‘(8) UNITARY
SAVINGS
AND
LOAN
HOLDING 
COMPANY
DEFINED.—For purposes of this sub-
section, the term ‘unitary savings and loan holding 
company’ means a company that was a savings and 
loan holding company on May 4, 1999 (as then de-
fined), or that became a savings and loan holding 
company pursuant to an application pending before
247 
the Office of Thrift Supervision on or before that 
date, and— 
‘‘(A) that controls— 
‘‘(i) only 1 savings association; or 
‘‘(ii) more than 1 savings association, 
if all, or all but 1, of the savings associa-
tion subsidiaries of such company were ini-
tially acquired by the company pursuant to 
a supervisory transaction under section 
1823(c), 1823(i), or 1823(k) of this title, 
or section 408(m) of the National Housing 
Act (12 U.S.C. 1730a(m)); 
‘‘(B) all of the savings association subsidi-
aries of such company are qualified thrift lend-
ers (as determined under section 10 of the 
Home Owners’ Loan Act); and 
‘‘(C) that continues to control not fewer 
than 1 savings association that it controlled on 
May 4, 1999, or that it acquired pursuant to an 
application pending before the Office of Thrift 
Supervision on or before that date. 
‘‘(q) PRESERVATION
OF CERTAIN SAVINGS
AND 
LOAN
HOLDING
COMPANY
AUTHORITIES.—Notwith-
standing subsection (a), a company that was a savings and 
loan holding company on June 30, 2009, that became a
248 
bank holding company by operation of section 1301 of the 
Financial Stability Improvement Act of 2009 may con-
tinue to engage in the following activities in which such 
company was continuously engaged on June 30, 2009, 
through the day of enactment of the Financial Stability 
Improvement Act of 2009: 
‘‘(1) Furnishing or performing management 
services for a savings association subsidiary of such 
company. 
‘‘(2) Conducting an insurance agency or escrow 
business. 
‘‘(3) Holding, managing, or liquidating assets 
owned or acquired from a savings association sub-
sidiary of such company. 
‘‘(4) Holding or managing properties used or 
occupied by a savings association subsidiary of such 
company. 
‘‘(5) Acting as trustee under deed of trust. 
‘‘(6) Any other activity in which multiple sav-
ings and loan holding companies were authorized (by 
regulation) to directly engage on March 5, 1987.’’. 
(c) SECTION 6 HOLDING COMPANIES.—The Bank 
Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) 
is amended by inserting after section 5 the following new 
section:
249 
‘‘SEC. 6. SPECIAL-PURPOSE HOLDING COMPANIES. 
‘‘(a) ESTABLISHMENT, PURPOSE
AND
REQUIRE-
MENTS OF SPECIAL PURPOSE HOLDING COMPANIES.— 
‘‘(1) REQUIREMENT.—A special purpose hold-
ing company (hereafter in this section referred to as 
a ‘section 6 holding company’) shall be established 
and maintained by a company— 
‘‘(A) described in section 4(f)(1) as re-
quired by section 4(f)(2)(D) of this Act; 
‘‘(B) described in section 4(p)(1) as re-
quired by section 4(p)(2)(A) of this Act; or 
‘‘(C) that— 
‘‘(i) is subject to stricter prudential 
standards under section 1103 of the Fi-
nancial Stability Improvement Act of 
2009; 
‘‘(ii) is not— 
‘‘(I) a bank holding company; or 
‘‘(II) subject to the Bank Hold-
ing Company Act by reason of section 
8(a) of the International Banking Act 
of 1978 (12 U.S.C. 3106(a)); and 
‘‘(iii) directly or indirectly controlled 
shares or engaged in activities that did 
not, on the date the company is first sub-
ject to stricter prudential standards pursu-
250 
ant to subtitle B of the Financial Stability 
Improvement Act of 2009, comply with the 
activity or investment restrictions on finan-
cial holding companies in section 4 in ac-
cordance with regulations prescribed by the 
Board. 
‘‘(2) PURPOSE.— 
‘‘(A) The purpose of this section is to pro-
vide for consolidated supervision of certain fi-
nancial companies by the Board. 
‘‘(B) A company that is required to form 
a section a section 6 holding company shall con-
duct all such activities which are permissible for 
a financial holding company, as determined 
under section 4(k), through such section 6 hold-
ing company, other than— 
‘‘(i) internal financial activities con-
ducted for such company or any affiliate, 
including, but not limited to internal treas-
ury, investment, and employee benefit 
functions, provided that with respect to 
any internal financial activity engaged in 
for the company or an affiliate and a non-
affiliate during the year prior to date of 
enactment, the company (or an affiliate
251 
not a subsidiary of the section 6 company) 
may continue to engage in that activity so 
long as the at least 2⁄3 of the assets or 2⁄3 
of the revenues generated from the activity 
are from or attributable to the company or 
an affiliate, subject to review by the Board 
to determine whether engaging in such ac-
tivity presents undue risk to the section 6 
company or undue systemic risk; and 
‘‘(ii) financial activities involving the 
provision of credit for the purchase or 
lease of products or services from an affil-
iate or for the purchase or lease of prod-
ucts produced by an affiliate of such sec-
tion 6 holding company that is not a sub-
sidiary of such section 6 holding company, 
in accordance with regulations prescribed 
by or orders issued by the Board, pursuant 
to section 6 of this Act. 
‘‘(C) A section 6 holding company shall be 
prohibited from conducting any nonbanking ac-
tivities or investing in any nonbank companies 
other than those permissible for a financial 
holding company under sections 3 and 4, unless 
the Board specifically determines otherwise in
252 
accordance with paragraph (6), and provided 
that, for purposes of this paragraph, a company 
designated as a section 6 holding company and 
described under paragraph (4) (or any per-
mitted successor) is not prohibited from con-
tinuing to engage in any impermissible activity 
in which it was engaged continuously during the 
6 months prior to the date of enactment, from 
owning any shares or types of assets related to 
such activity, or continuing to own such other 
shares or assets that it owned on the date of 
enactment. 
‘‘(3) REGISTRATION.— 
‘‘(A) A section 6 holding company required 
to be established by a company described in 
paragraph (1)(A) shall be established, and such 
company shall register with the Board as a 
bank holding company, pursuant to the require-
ments in section 4(f). 
‘‘(B) A section 6 holding company required 
to be established by a company described in 
paragraph (1)(B) shall be established, and such 
company shall register with the Board as a 
bank holding company, pursuant to the require-
ments in section 4(p).
253 
‘‘(C) A section 6 holding company required 
to be established by a company described in 
paragraph (1)(C) shall be— 
‘‘(i) established, and such company 
shall register with the Board within 90 
days after such company or such com-
pany’s parent holding company has been 
notified by the Board that such company is 
subject to stricter prudential standards 
under section 1103 of the Financial Sta-
bility Improvement Act of 2009, unless the 
Board grants an extension of such period 
for compliance which shall not exceed 180 
additional days; 
‘‘(ii) subject to the provisions of this 
Act and other Federal law as provided in 
section 1103(g) of the Financial Stability 
Improvement Act of 2009; and 
‘‘(iii) subject to the authority of the 
Board to enforce compliance with the pro-
visions of this section under section 8 of 
the Federal Deposit Insurance Act in the 
same manner and to the same extent as if 
such company were a bank holding com-
pany.
254 
‘‘(4) RULE OF CONSTRUCTION.—For purposes 
of this section, designation of an already established 
intermediate holding company that will serve as the 
section 6 holding company shall satisfy the require-
ment to establish a section 6 holding company, pro-
vided that such existing intermediate holding com-
pany complies with all other provisions applicable to 
a section 6 holding company. 
‘‘(5) LIMITATIONS ON AUTHORITY OF COMMER-
CIAL PARENT.—A company that is not a bank hold-
ing company or treated as a bank holding company 
pursuant to section 8(a) of the International Bank 
Act of 1978 that has been notified that it is a finan-
cial holding company subject to stricter standards, 
pursuant to section 1103 of the Financial Stability 
Improvement Act of 2009, shall— 
‘‘(A) not be deemed to be, or treated as, a 
bank holding company, solely because of its 
ownership or control of a section 6 holding com-
pany; and 
‘‘(B) not be subject to this Act, except for 
such provisions as are explicitly made applicable 
in this section. 
‘‘(6) BOARD AUTHORITY.—
255 
‘‘(A) RULES AND EXEMPTIONS.—In addi-
tion to any other authority of the Board, the 
Board shall prescribe rules and regulations or 
issue orders providing for the establishment and 
registration of section 6 holding companies and 
shall provide exemptions from the requirements 
of this Act (including an order in response to 
a request from an affected company), including, 
but not limited to, exemptions— 
‘‘(i) with respect to the requirement to 
conduct such activities which are financial 
in nature, as determined under section 
4(k), other than financial activities con-
ducted for such company or any affiliate, 
including any financial activity engaged in 
for both the company or an affiliate and a 
nonaffiliate as permitted under section 
4(f)(2)(D) or section 6(a)(2)(B) and finan-
cial activities involving the provision of 
credit for the purchase or lease of products 
or services from an affiliate or for the pur-
chase or lease of products produced by an 
affiliate of such section 6 holding company 
that is not a subsidiary of such section 6 
holding company, through such section 6
256 
holding company, if the Board makes a 
finding that such exemption— 
‘‘(I)(aa) would facilitate the ex-
tension of credit to individuals, house-
holds, and businesses; or 
‘‘(bb) would allow for greater ef-
ficiency, improved customer service, or 
other public benefits in the conduct of 
financial activities by affected compa-
nies; 
‘‘(II) would not threaten the 
safety and soundness of the section 6 
holding company, or of any insured 
depository institution or other sub-
sidiary of the section 6 holding com-
pany; 
‘‘(III) would not increase sys-
temic risk or threaten the stability of 
the overall financial system; 
‘‘(IV) would not, as applied to 
the activities that are the subject of 
the rule, order or request, result in 
substantially lessening competition, or 
to tend to create a monopoly, or which 
in any other manner would be in re-
257 
straint of trade, unless the Board 
finds that the anticompetitive effects 
are outweighed in the public interest 
by the probable effect of the exemp-
tion in meeting the convenience and 
needs of the community to be served; 
and 
‘‘(V) would meet the financial 
and managerial standards for finan-
cial holding companies described in 
subparagraphs (A) and (B) of section 
4(j)(4); and 
‘‘(ii) from the affiliate transaction re-
quirements of subsection (b), including but 
not limited to exemptions that would facili-
tate extensions of credit to unaffiliated 
persons for the personal, household, or 
business purposes of such unaffiliated per-
sons, unless the Board makes a finding 
that such exemption— 
‘‘(I) is not consistent with the 
purposes of section 23A and section 
23B of the Federal Reserve Act; 
‘‘(II) would threaten the safety 
and soundness of the section 6 hold-
258 
ing company, or any insured deposi-
tory institution or other subsidiary of 
the section 6 holding company; 
‘‘(III) would increase systemic 
risk or threaten the stability of the 
overall financial system; 
‘‘(IV) would not, as applied to 
the activities that are the subject of 
the rule, order or request result in 
substantially lessening competition, or 
to tend to create a monopoly, or which 
in any other manner would be in re-
straint of trade, unless the Board 
finds that the anticompetitive effects 
are outweighed in the public interest 
by the probable effect of the exemp-
tion in meeting the convenience and 
needs of the community to be served; 
or 
‘‘(V) would permit an unfair, de-
ceptive, abusive, or unsafe-and-un-
sound act or practice. 
‘‘(B) PARENT
COMPANY
REPORTS.—The 
Board may, from time to time, require reports 
under oath from a company that controls a sec-
259 
tion 6 holding company, and appropriate offi-
cers or directors of such company, solely for 
purposes of ensuring compliance with the provi-
sions of this section (including assessing the 
company’s ability to serve as a source of finan-
cial strength pursuant to subsection (g)) and 
enforcing such compliance. 
‘‘(C) LIMITED
PARENT
COMPANY
EN-
FORCEMENT.— 
‘‘(i) IN GENERAL.—In addition to any 
other power of the Board, the Board may 
enforce compliance with the provisions of 
this subsection which are applicable to any 
company described in paragraph (1), and 
any bank controlled by such company, 
under section 8 of the Federal Deposit In-
surance Act and such company or bank 
shall be subject to such section (for such 
purposes) in the same manner and to the 
same extent as if such company were a 
bank holding company. 
‘‘(ii) APPLICATION OF OTHER ACT.— 
Any violation of this subsection by any 
company that controls a section 6 holding 
company or any bank controlled by such a
260 
company, may also be treated as a viola-
tion of the Federal Deposit Insurance Act 
for purposes of clause (i). 
‘‘(iii) NO EFFECT ON OTHER AUTHOR-
ITY.—No provision of this subparagraph 
shall be construed as limiting any author-
ity of the Board or any other Federal 
agency under any other provision of law. 
‘‘(b) 
RESTRICTIONS
ON
AFFILIATE
TRANS-
ACTIONS.— 
‘‘(1) SECTION 23A AND 23B APPLICABILITY.— 
‘‘(A) IN GENERAL.—Transactions between 
a section 6 holding company (or any nonbank 
subsidiary thereof) and any affiliate not con-
trolled by the section 6 holding company shall 
be subject to the restrictions and limitations 
contained in section 23A and section 23B of the 
Federal Reserve Act as if the section 6 holding 
company were a member bank, provided, that a 
transaction that otherwise would be a covered 
transaction shall not be a covered transaction if 
the transaction is in connection with the bona 
fide acquisition or lease by an unaffiliated per-
son of assets, goods or services but shall be sub-
261 
ject to review under section 23A(f)(1) of such 
Act. 
‘‘(B) COVERED TRANSACTIONS.—A deposi-
tory institution controlled by a section 6 holding 
company may not engage in a covered trans-
action (as defined in section 23A(b)(7) of the 
Federal Reserve Act) with any affiliate that is 
not the section 6 holding company or a sub-
sidiary of the section 6 holding company; pro-
vided that, for purposes of the prohibition, a 
transaction that otherwise would be a covered 
transaction shall not be a covered transaction if 
the transaction is in connection with the bona 
fide acquisition or lease by an unaffiliated per-
son of assets, goods or services, but shall be 
subject to review under section 23A(f)(1) of the 
Federal Reserve Act. 
‘‘(2) RULE OF CONSTRUCTION.—No provision 
of this subsection shall be construed as exempting 
any subsidiary insured depository institution of a 
section 6 holding company from compliance with sec-
tion 23A or 23B of the Federal Reserve Act with re-
spect to each affiliate of such institution (as defined 
in section 23A or 23B of the Federal Reserve Act), 
including any affiliate that is the section 6 holding
262 
company or subsidiary of the section 6 holding com-
pany. 
‘‘(c) TYING PROVISIONS.—A company that directly or 
indirectly controls a section 6 holding company shall be— 
‘‘(1) treated as a bank holding company for 
purposes of section 106 of the Bank Holding Com-
pany Act Amendments of 1970 and section 22(h) of 
the Federal Reserve Act and any regulation pre-
scribed under any such section; and 
‘‘(2) subject to the restrictions of section 106 of 
the Bank Holding Company Act Amendments of 
1970, in connection with any transaction involving 
the products or services of such company or affiliate 
and those of a bank affiliate, as if such company or 
affiliate were a bank and such bank were a sub-
sidiary of a bank holding company. 
‘‘(d) FINANCIAL
HOLDING
COMPANY
REQUIRE-
MENTS.—A section 6 holding company shall be subject 
to— 
‘‘(1) the conditions for engaging in expanded fi-
nancial activities in section 4(l); and 
‘‘(2) the provisions applicable to financial hold-
ing companies that fail to meet certain requirements 
in section 4(m).
263 
‘‘(e) INDEPENDENCE OF SECTION 6 HOLDING COM-
PANY.— 
‘‘(1) No less than 25 percent of the members 
of the board of directors of a section 6 holding com-
pany, and each subsidiary of a section 6 holding 
company, shall be independent of the parent com-
pany of the section 6 holding company and any sub-
sidiary of such parent company. For purposes of this 
subsection, a director shall be independent of the 
parent company if such person is not currently serv-
ing, and has not within the previous 2-year period 
served, as a director, officer, or employee of any af-
filiate of the section 6 holding company that is not 
a subsidiary of the section 6 holding company. 
‘‘(2) No executive officer of a section 6 holding 
company or any subsidiary of a section 6 holding 
company may serve as a director, officer, or em-
ployee of an affiliate of the section 6 holding com-
pany that is not a subsidiary of the section 6 holding 
company. 
‘‘(3) The Board shall issue regulations that re-
quire effective legal and operational separation of 
the functions of a section 6 holding company from 
its affiliates that are not subsidiaries of such section 
6 holding company, provided, however that such
264 
rules shall not require operational separation of in-
ternal functions including, but not limited to, human 
resources management, employee benefit plans, and 
information technology. 
‘‘(f) SOURCE OF STRENGTH.—A company that di-
rectly or indirectly controls a section 6 holding company 
shall serve as a source of financial strength to its sub-
sidiary section 6 holding company.’’. 
SEC. 1302. REGISTRATION OF CERTAIN COMPANIES AS 
BANK HOLDING COMPANIES. 
Section 5 of the Bank Holding Company Act of 1956 
(12 U.S.C. 1844) is amended by inserting at the end the 
following new subsection: 
‘‘(h) CONVERSION TO BANK HOLDING COMPANY BY 
OPERATION OF LAW.— 
‘‘(1) CONVERSION BY OPERATION OF LAW.—A 
company that, on the day before the date of enact-
ment of the Financial Stability Improvement Act of 
2009, was not a bank holding company but which, 
by reason of section 1301 of the Financial Stability 
Improvement Act of 2009 becomes a bank holding 
company, other than a section 6 holding company, 
by operation of law, shall register as a bank holding 
company with the Board in accordance with section
265 
5(a) within 90 days of the date of enactment of that 
Act. 
‘‘(2) COMPLIANCE WITH BANK HOLDING COM-
PANY ACT.—With respect to any company described 
in paragraph (1), the Board may grant temporary 
exemptions or provide other appropriate temporary 
relief to permit such company to implement meas-
ures necessary to comply with the requirements 
under the Bank Holding Company Act.’’. 
SEC. 1303. REPORTS AND EXAMINATIONS OF BANK HOLD-
ING COMPANIES; REGULATION OF FUNCTION-
ALLY REGULATED SUBSIDIARIES. 
(a) REPORTS OF BANK HOLDING COMPANIES.—Sec-
tions 5(c)(1)(A) and (B) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1844(c)(1)(A) and (B)) are 
amended to read as follows: 
‘‘(A) IN GENERAL.—The Board, from time 
to time, may require a bank holding company 
and any subsidiary of such company to submit 
reports under oath that the Board determines 
are necessary or appropriate for the Board to 
carry out the purposes of this chapter, prevent 
evasions thereof, and monitor compliance by the 
company or subsidiary with the applicable pro-
visions of law.
266 
‘‘(B) USE OF EXISTING REPORTS.— 
‘‘(i) IN GENERAL.—The Board shall, 
to the fullest extent possible, use— 
‘‘(I) reports that a bank holding 
company or any subsidiary of such 
company has been required to provide 
to other Federal or State regulatory 
agencies; 
‘‘(II) information that is other-
wise required to be reported publicly; 
and 
‘‘(III) externally audited financial 
statements. 
‘‘(ii) AVAILABILITY.—A bank holding 
company or a subsidiary of such company 
shall promptly provide to the Board, at the 
request of the Board, a report referred to 
in clause (i)(I).’’. 
(b) FUNCTIONALLY REGULATED SUBSIDIARY.—Sec-
tion 5(c)(1) of the Bank Holding Company Act of 1956 
(12 U.S.C. 1844(c)(1)) is amended by inserting at the end 
the following new subparagraph: 
‘‘(C) DEFINITION.—For purposes of this 
subsection and section 6, the term ‘functionally 
regulated subsidiary’ means any subsidiary
267 
(other than a depository institution) of a bank 
holding company that is— 
‘‘(i) a broker or dealer registered with 
the Securities and Exchange Commission 
under the Securities Exchange Act of 
1934, for which the Securities and Ex-
change Commission is the Federal regu-
latory agency; 
‘‘(ii) an investment company reg-
istered with the Securities and Exchange 
Commission under the Investment Com-
pany Act of 1940, for which the Securities 
and Exchange Commission is the Federal 
regulatory agency; 
‘‘(iii) an investment adviser registered 
with the Securities and Exchange Commis-
sion under the Investment Advisers Act of 
1940, for which the Securities and Ex-
change Commission is the Federal regu-
latory agency, with respect to the invest-
ment advisory activities of such investment 
adviser and activities incidental to such in-
vestment advisory activities; and 
‘‘(iv) a futures commission merchant, 
commodity trading advisor, and commodity
268 
pool operator registered with the Com-
modity 
Futures 
Trading 
Commission 
under the Commodity Exchange Act, for 
which the Commodity Futures Trading 
Commission is the Federal regulatory 
agency, with respect to the commodities 
activities of such entity and activities inci-
dental to such commodities activities.’’. 
(c) EXAMINATIONS
OF BANK HOLDING COMPA-
NIES.—Sections 5(c)(2)(A) and (B) of the Bank Holding 
Company Act of 1956 (12 U.S.C. 1844(c)(2)(A) and (B)) 
are amended to read as follows: 
‘‘(A) IN GENERAL.—The Board may make 
examinations of a bank holding company and 
any subsidiary of such a company to carry out 
the purposes of this chapter, prevent evasions 
thereof, and monitor compliance by the com-
pany or subsidiary with applicable provisions of 
law. 
‘‘(B) FUNCTIONALLY REGULATED AND DE-
POSITORY
INSTITUTION
SUBSIDIARIES.—The 
Board shall, to the fullest extent possible, use 
reports of examination of functionally regulated 
subsidiaries and subsidiary depository institu-
269 
tions made by other Federal or State regulatory 
authorities.’’. 
(d) REGULATION OF FINANCIAL HOLDING COMPA-
NIES.—Section 5(c)(2) of the Bank Holding Company Act 
of 1956 (12 U.S.C. 1844(c)) is amended by striking sub-
paragraphs (C), (D), and (E). 
(e) AUTHORITY TO REGULATE FUNCTIONALLY REG-
ULATED
SUBSIDIARIES
OF
BANK
HOLDING
COMPA-
NIES.—The Bank Holding Company Act of 1956 (12 
U.S.C. 1841 et seq.) is amended by striking section 10A 
(12 U.S.C. 1848a). 
SEC. 1304. REQUIREMENTS FOR FINANCIAL HOLDING COM-
PANIES TO REMAIN WELL CAPITALIZED AND 
WELL MANAGED. 
Section 4(l)(1) of the Bank Holding Company Act of 
1956 (12 U.S.C. 1843(l)(1)) is amended— 
(1) in subparagraph (B), by striking ‘‘and’’; 
(2) by redesignating subparagraph (C) as sub-
paragraph (D); 
(3) by inserting after subparagraph (B) the fol-
lowing new subparagraph: 
‘‘(C) the bank holding company is well 
capitalized and well managed; and’’; and 
(4) in subparagraph (D) (as so redesignated) 
by amending clause (ii) to read as follows:
270 
‘‘(ii) a certification that the company 
meets the requirements of subparagraphs 
(A) through (C).’’. 
SEC. 1305. STANDARDS FOR INTERSTATE ACQUISITIONS. 
(a) BANK HOLDING COMPANY ACT OF 1956 AMEND-
MENT.—Section 3(d)(1)(A) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1842(d)(1)(A)) is amended— 
(1) by striking ‘‘adequately capitalized’’ and in-
serting ‘‘well capitalized’’; and 
(2) by striking ‘‘adequately managed’’ and in-
serting ‘‘well managed’’. 
(b) FEDERAL DEPOSIT INSURANCE ACT AMEND-
MENT.—Section 44(b)(4)(B) of the Federal Deposit In-
surance Act (12 U.S.C. 1831u(b)(4)(B)) is amended to 
read as follows: 
‘‘(B) the responsible agency determines 
that the resulting bank will be well capitalized 
and well managed upon the consummation of 
the transaction.’’. 
SEC. 1306. ENHANCING EXISTING RESTRICTIONS ON BANK 
TRANSACTIONS WITH AFFILIATES. 
(a) Section 23A of the Federal Reserve Act (12 
U.S.C. 371c) is amended—
271 
(1) in subsection (b)(1), by striking subpara-
graph (D) and inserting the following new subpara-
graph: 
‘‘(D) any investment fund with respect to 
which a member bank or affiliate thereof is an 
investment adviser; and’’; 
(2) in subsection (b)(7)(A), by inserting ‘‘(in-
cluding a purchase of assets subject to an agreement 
to repurchase)’’ after ‘‘affiliate’’; 
(3) in subsection (b)(7)(C), by striking ‘‘, in-
cluding assets subject to an agreement to repur-
chase,’’; 
(4) in subsection (b)(7)(D)— 
(A) by inserting ‘‘or other debt obliga-
tions’’ after ‘‘acceptance of securities’’; and 
(B) by striking ‘‘or’’ after the semicolon; 
(5) in subsection (b)(7), by inserting at the end 
the following new subparagraphs: 
‘‘(F) any securities borrowing and lending 
transactions with an affiliate to the extent that 
the transactions create credit exposure of the 
member bank to the affiliate; or 
‘‘(G) current and potential future credit 
exposure to the affiliate on derivative trans-
actions with the affiliate;’’;
272 
(6) in subsection (c)(1), by striking ‘‘at the 
time of the transaction,’’ and inserting ‘‘at all 
times’’; 
(7) in subsection (c)— 
(A) by striking paragraph (2); 
(B) by redesignating paragraphs (3), (4), 
and (5) as paragraphs (2), (3), and (4), respec-
tively; 
(8) in subsection (c)(3) (as so redesignated by 
paragraph (7)), by inserting ‘‘or other debt obliga-
tions’’ after ‘‘securities’’; 
(9) in subsection (f)(2), by inserting at the end 
the following: ‘‘The Board may not, by regulation or 
order, grant an exemption under this section unless 
the Board obtains the concurrence of the Chairman 
of the Federal Deposit Insurance Corporation.’’; and 
(10) in subsection (f)— 
(A) by redesignating paragraph (3) as 
paragraph (4); and 
(B) and inserting after paragraph (2) the 
following new paragraph: 
‘‘(3) CONCURRENCE OF THE COMPTROLLER OF 
THE CURRENCY.—With respect to a transaction or 
relationship involving a national bank or Federal 
savings association, the Board may not grant an ex-
273 
emption under this section unless the Board obtains 
the concurrence of the Comptroller of the Currency 
(in addition to obtaining the concurrence of the 
Chairman of the Federal Deposit Insurance Cor-
poration under paragraph (2)).’’. 
(b) TECHNICAL AND CONFORMING AMENDMENT.— 
Section 23B(e) of the Federal Reserve Act (12 U.S.C. 
371–1(e)), is amended by inserting at the end the fol-
lowing new paragraph: 
‘‘(3) The Board may not grant an exemption or 
exclusion under this section unless the Board ob-
tains the concurrence of the Chairman of the Fed-
eral Deposit Insurance Corporation.’’. 
SEC. 1307. ELIMINATING EXCEPTIONS FOR TRANSACTIONS 
WITH FINANCIAL SUBSIDIARIES. 
Section 23A(e) of the Federal Reserve Act (12 U.S.C. 
371c(e)) is amended— 
(1) by striking paragraph (3); and 
(2) by redesignating paragraph (4) as para-
graph (3).
274 
SEC. 1308. LENDING LIMITS APPLICABLE TO CREDIT EXPO-
SURE ON DERIVATIVE TRANSACTIONS, RE-
PURCHASE AGREEMENTS, REVERSE REPUR-
CHASE 
AGREEMENTS, 
AND 
SECURITIES 
LENDING AND BORROWING TRANSACTIONS. 
Section 5200 of the Revised Statutes of the United 
States (12 U.S.C. 84) is amended— 
(1) in subsection (b)(1), by striking ‘‘shall in-
clude all direct or indirect’’ and all that follows 
through ‘‘commitment;’’ and inserting: ‘‘shall in-
clude— 
‘‘(A) all direct or indirect advances of 
funds to a person made on the basis of any ob-
ligation of that person to repay the funds or re-
payable from specific property pledged by or on 
behalf of the person; 
‘‘(B) to the extent specified by the Comp-
troller of the Currency, such term shall also in-
clude any liability of a national banking associa-
tion to advance funds to or on behalf of a per-
son pursuant to a contractual commitment; and 
‘‘(C) credit exposure to a person arising 
from a derivative transaction, repurchase agree-
ment, reverse repurchase agreement, securities 
lending transaction, or securities borrowing
275 
transaction between the national banking asso-
ciation and the person;’’; 
(2) in subsection (b)(2) by striking the period 
at the end and inserting ‘‘; and’’; 
(3) in subsection (b), by inserting after para-
graph (2) the following new paragraph: 
‘‘(3) the term ‘derivative transaction’ means 
any transaction that is a contract, agreement, swap, 
warrant, note, or option that is based, in whole or 
in part, on the value of, any interest in, or any 
quantitative measure or the occurrence of any event 
relating to, one or more commodities, securities, cur-
rencies, interest or other rates, indices, or other as-
sets.’’; and 
(4) in subsection (d), by inserting after para-
graph (2) the following new paragraph: 
‘‘(3) The Comptroller of the Currency shall pre-
scribe rules to administer and carry out the pur-
poses of this section with respect to credit exposures 
arising from any derivative transaction, repurchase 
agreement, reverse repurchase agreement, securities 
lending transaction, or securities borrowing trans-
action. Rules required to be prescribed under this 
paragraph (3) shall take effect, in final form, not
276 
later than 180 days after the date of enactment of 
the Financial Stability Improvement Act of 2009.’’. 
SEC. 1309. RESTRICTION ON CONVERSIONS OF TROUBLED 
BANKS AND THRIFTS. 
(a) CONVERSION OF A NATIONAL BANKING ASSOCIA-
TION TO A STATE BANK.—The National Bank Consolida-
tion and Merger Act (12 U.S.C. 215 et seq.) is amended 
by redesignating section 7 as section 8 and by inserting 
after section 6 the following: 
‘‘SEC. 7. PROHIBITION ON CERTAIN CONVERSIONS. 
‘‘A national bank may not convert to a State bank 
during any period of time in which it is subject to a cease 
and desist order, memorandum of understanding, or other 
enforcement action entered into with or issued by the 
Comptroller of the Currency.’’. 
(b) CONVERSION OF A STATE BANK TO A NATIONAL 
BANK.—Section 5154 of the Revised Statutes (12 U.S.C. 
35) is amended by adding at the end the following new 
sentence: ‘‘The Comptroller of the Currency shall not ap-
prove the conversion of a State bank to a national bank 
during any period of time in which the State bank is sub-
ject to a cease and desist order, memorandum of under-
standing, or other enforcement action entered into or 
issued by a State bank supervisor, the Federal Deposit
277 
Insurance Corporation, the Board of Governors of the 
Federal Reserve System or a Federal Reserve Bank.’’. 
(c) CONVERSION BETWEEN A FEDERAL SAVINGS AS-
SOCIATION AND A STATE SAVINGS ASSOCIATION.—Section 
5(i) of the Home Owners’ Loan Act (12 U.S.C. 1464(i)) 
is amended by adding at the end the following new para-
graph: 
‘‘(6) 
PROHIBITION
ON
CERTAIN
CONVER-
SIONS.—A Federal savings association may not con-
vert to a State savings association, and a State sav-
ings association may not convert to a Federal sav-
ings association, during any period of time in which 
such savings association is subject to a cease and de-
sist order, memorandum of understanding, or other 
enforcement action entered into with or issued by 
the Director of the Office of Thrift Supervision or 
a State savings association supervisor.’’. 
SEC. 1310. LENDING LIMITS TO INSIDERS. 
Section 22(h)(9)(D)(ii) of the Federal Reserve Act 
(12 U.S.C. 375b(h)(9)(D)(ii)) is amended by inserting ‘‘, 
except that a member bank shall be deemed to have ex-
tended credit to a person if the member bank has credit 
exposure to the person arising from a derivative trans-
action, repurchase agreement, reverse repurchase agree-
ment, securities lending transaction, or securities bor-
278 
rowing transaction between the member bank and the per-
son’’ before the period at the end. 
SEC. 1311. LIMITATIONS ON PURCHASES OF ASSETS FROM 
INSIDERS. 
(a) Section 18 of the Federal Deposit Insurance Act 
(12 U.S.C. 1828) is amended by inserting at the end the 
following new subsection: 
‘‘(y) GENERAL PROHIBITION.—An insured deposi-
tory institution shall not purchase an asset from, or sell 
an asset to, one of its executive officers, directors, or prin-
cipal shareholders or any related interest of such person 
(as such terms are defined in section 22(h) of Federal Re-
serve Act) unless the transaction is on market terms and, 
if the transaction represents more than 10 percent of the 
institution’s capital stock and surplus, the transaction has 
been approved in advance by a majority of the institution’s 
board of directors (with interested directors of the insured 
depository institution not participating in the approval of 
the transaction).’’. 
(b) FDIC RULEMAKING AUTHORITY.—The Federal 
Deposit Insurance Corporation may prescribe rules to im-
plement the requirements of subsection (a) and the 
amendments made by subsection (a).
279 
(c) AMENDMENTS
TO
THE
FEDERAL
RESERVE 
ACT.—Section 22 of the Federal Reserve Act (12 U.S.C. 
375) is amended by striking subsection (d). 
SEC. 1312. RULES REGARDING CAPITAL LEVELS OF BANK 
HOLDING COMPANIES. 
Section 5(b) of the Bank Holding Company Act of 
1956 (12 U.S.C. 1844(b)) is amended by inserting ‘‘, in-
cluding regulations relating to the capital levels of bank 
holding companies’’ before the period at the end. 
SEC. 1313. ENHANCEMENTS TO FACTORS TO BE CONSID-
ERED IN CERTAIN ACQUISITIONS. 
(a) BANK ACQUISITIONS.—Section 3(c) of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1842(c)) is 
amended by inserting at the end the following new para-
graph: 
‘‘(7) FINANCIAL STABILITY.— 
‘‘(A) IN
GENERAL.—In every case, the 
Board shall take into consideration the extent 
to which the proposed acquisition, merger, or 
consolidation may pose risk to the stability of 
the United States financial system or the econ-
omy of the United States, including the result-
ing scope, nature, size, scale, concentration, or 
interconnectedness of activities that are finan-
cial in nature.
280 
‘‘(B) STANDARDS
FOR
APPROVAL.—The 
Board may in its sole discretion disapprove any 
acquisition, merger, or consolidation of, or by, 
a financial holding company subject to stricter 
standards if the Board determines that the re-
sulting concentration of liabilities on a consoli-
dated basis is likely to pose a great threat to 
financial stability during times of severe eco-
nomic distress.’’. 
(b) NONBANK ACQUISITIONS.— 
(1) Section 4(j)(2)(A) of the Bank Holding 
Company is amended by— 
(A) striking ‘‘or’’ before ‘‘unsound banking 
practices’’; and 
(B) inserting before the period at the end 
the following: ‘‘, or risk to the stability of the 
United States financial system or the economy 
of the United States’’. 
(2) Section 4(k)(6) of the Bank Holding Com-
pany Act of 1956 is amended by striking subpara-
graph (B) and inserting the following new subpara-
graph: 
‘‘(B) A financial holding company may 
commence any activity or acquire any company, 
pursuant to paragraph (4) or any regulation
281 
prescribed or order issued under paragraph (5), 
without prior approval of the Board, except— 
‘‘(i) for a transaction in which the 
total assets to be acquired by the financial 
holding company exceed $25 billion; and 
‘‘(ii) as provided in subsection (j) with 
regard to the acquisition of a savings asso-
ciation.’’. 
(3) Section 4(j) of the Bank Holding Company 
Act of 1956 is amended by inserting after paragraph 
(4) the following new paragraph (and redesignating 
succeeding paragraphs accordingly): 
‘‘(5) FINANCIAL STABILITY.— 
‘‘(A) IN
GENERAL.—In every case, the 
Board shall take into consideration the extent 
to which the proposed acquisition, merger, or 
consolidation may pose risk to the stability of 
the United States financial system or the econ-
omy of the United States, including the result-
ing scope, nature, size, scale, concentration, or 
interconnectedness of activities that are finan-
cial in nature. 
‘‘(B) STANDARDS
FOR
APPROVAL.—The 
Board may, in the sole discretion of the Board, 
disapprove any acquisition, merger, or consoli-
282 
dation of, or by, a financial holding company 
subject to stricter standards if the Board deter-
mines that the resulting concentration of liabil-
ities on a consolidated basis is likely to pose a 
great threat to financial stability during times 
of severe economic distress.’’. 
(c) BANK MERGER ACT TRANSACTIONS.—Section 
18(c)(5) of the Federal Deposit Insurance Act (12 U.S.C. 
1828(c)) is amended by— 
(1) in paragraph (5), by striking ‘‘and’’ before 
‘‘the convenience and needs of the community to be 
served’’; 
(2) in paragraph (5), by inserting before the pe-
riod at the end the following: ‘‘, and the risk to the 
stability of the United States financial system and 
the economy of the United States based on, among 
other things, the scope, nature, size, scale, con-
centration, or interconnectedness of activities that 
are financial in nature’’; and 
(3) in paragraph (7)(B), by inserting ‘‘subpara-
graphs (A) and (B) of’’ before ‘‘paragraph’’. 
SEC. 1314. ELIMINATION OF ELECTIVE INVESTMENT BANK 
HOLDING COMPANY FRAMEWORK. 
Section 17 of the Securities Exchange Act of 1934 
(15 U.S.C. 78q) is amended—
283 
(1) by striking subsection (i); and 
(2) by redesignating subsections (j) and (k) as 
subsections (i) and (j), respectively. 
SEC. 1315. EXAMINATION FEES FOR LARGE BANK HOLDING 
COMPANIES. 
The Bank Holding Company Act of 1956 is amended 
by inserting after section 5 the following new section: 
‘‘SEC. 5A. EXAMINATION FEES. 
‘‘The Board of Governors of the Federal Reserve Sys-
tem or the Federal Reserve Banks shall assess fees on 
bank holding companies with total consolidated assets of 
$10 billion or more. Such fees shall be sufficient to defray 
the cost of the examination of such bank holding compa-
nies.’’. 
SEC. 1316. MUTUAL NATIONAL BANKS AND FEDERAL MU-
TUAL BANK HOLDING COMPANIES AUTHOR-
IZED. 
(a) IN GENERAL.—Chapter one of title LXII of the 
Revised Statutes of the United States (12 U.S.C. 21 et 
seq.) is amended by inserting after section 5133 the fol-
lowing new sections: 
‘‘SEC. 5133A. MUTUAL NATIONAL BANKS. 
‘‘(a) IN GENERAL.—Notwithstanding the section des-
ignated the ‘Third’ of section 5134, in order to provide 
mutual institutions for the deposit of funds, the extension
284 
of credit, and provision of other services, the Comptroller 
of the Currency may charter mutual national banks either 
de novo or through a conversion of any insured depository 
institution or any State mutual bank or credit union, sub-
ject to regulations prescribed by the Comptroller of the 
Currency in accordance with this section. The powers con-
ferred by this section are intended to provide for the cre-
ation and maintenance of mutual national banks as bodies 
corporate existing in perpetuity for the benefit of their de-
positors and the communities in which they operate. 
‘‘(b) REGULATIONS.— 
‘‘(1) REGULATIONS OF THE COMPTROLLER.— 
The Comptroller of the Currency is authorized to 
prescribe appropriate regulations for the organiza-
tion, incorporation, examination, operation, and reg-
ulation of mutual national banks. Except to the ex-
tent that such existing regulations conflict with sec-
tions 5133A and 5133B, mutual national banks 
shall be subject to the regulations of the Director of 
the Office of Thrift Supervision governing corporate 
organization, governance, and conversion of mutual 
institutions, as in effect on the date of the enact-
ment of the Wall Street Reform and Consumer Pro-
tection Act of 2009, including parts 543, 544, 546, 
563b, and 563c of chapter V of title 12, Code of
285 
Federal Regulations (as in effect on that date), for 
up to 3 years beginning on the date of the enact-
ment of the Wall Street Reform and Consumer Pro-
tection Act of 2009. 
‘‘(2) APPLICABILITY
OF
CAPITAL
STOCK
RE-
QUIREMENTS.—The Comptroller of the Currency 
shall prescribe regulations regarding the manner in 
which requirements of this title with respect to cap-
ital stock, and limitations imposed on national banks 
under this title based on capital stock, shall apply to 
mutual national banks. 
‘‘(c) CONVERSIONS.— 
‘‘(1) CONVERSION OF A MUTUAL DEPOSITORY 
TO A MUTUAL NATIONAL BANK.—Subject to such 
regulations as the Comptroller of the Currency may 
prescribe for the protection of depositors’ rights and 
for any other purpose the Comptroller of the Cur-
rency may consider appropriate, any mutual deposi-
tory may convert to a mutual national bank by filing 
with the Comptroller of the Currency a notice of its 
election to convert on a specified date that is not 
earlier than 30 days after the date on which the no-
tice is filed, and the mutual depository shall be con-
verted to a mutual national bank charter on the date 
specified in the notice.
287 
‘‘(2) Each member of a mutual national bank 
shall have the following rights: 
‘‘(A) Such rights as may be agreed upon, 
by contract, between the member and the mu-
tual national bank. 
‘‘(B) The right to vote for members of the 
board of directors of the mutual national bank. 
‘‘(C) The right to attend any meeting of 
members properly called by the board of direc-
tors of a mutual national bank. 
‘‘(D) In the event the board of directors, 
in its sole discretion, determines a conversion of 
a mutual national bank to a national banking 
association operating in stock form is in the 
best interests of the community in which the 
bank operates and the members approve the 
conversion through a special proxy, then the 
members as of a record date set by the board 
of directors shall have the first right to sub-
scribe for and purchase stock in the converted 
bank. 
‘‘(E) In the event the board of directors, in 
its sole discretion, determines a liquidation of 
the mutual national bank is in the best inter-
ests of the community in which the bank oper-
288 
ates and the members approve the liquidation, 
or if for any other reason the bank is liquidated 
by operation of law, then the members as of the 
date of liquidation shall have the right to have 
credited to their accounts, on a pro rata basis, 
any residual assets left after the liquidation of 
the mutual national bank. 
‘‘(3) In the consideration of all questions re-
quiring action by the members of a national mutual 
bank, the bank may provide in its charter that each 
member shall be permitted (i) one vote per member, 
or (ii) to cast one vote for each $100, or fraction 
thereof, of the withdrawal value of the member’s ac-
count, but not more than 1,000 votes per member. 
‘‘(f) PROXIES.— 
‘‘(1) A member may give, in writing or elec-
tronically, a perpetual proxy to a committee of the 
board of directors of a mutual depository, provided 
that the member may revoke such a proxy in writing 
or electronically, with such revocation to take effect 
after 6 business days. 
‘‘(2) Such proxies may be used to vote on any 
issue requiring approval of the members, including 
the conversion of a mutual depository into a mutual 
national bank and the reorganization of a mutual
289 
national bank into a Federal mutual bank holding 
company, except that, without a prior finding by the 
regulator of the mutual national bank that such ac-
tion is needed to avoid loss to the Federal Deposit 
Insurance Corporation’s deposit insurance fund or to 
protect the stability of the United States financial 
system, such proxies may not be used to vote in 
favor of— 
‘‘(A) terminating mutuality for a mutual 
national bank or a Federal mutual bank holding 
company; 
‘‘(B) permitting the modification of a Fed-
eral mutual bank holding company; or 
‘‘(C) issuing mutual capital certificates 
(except when used to found a mutual national 
bank or a Federal mutual bank holding com-
pany de novo). 
‘‘(3) Proxies given by a member, in writing or 
electronically, to management of, or to a committee 
of the board of directors of, a mutual depository 
shall not be deemed to have been revoked solely be-
cause of, and shall continue to exist following, a con-
version to a mutual national bank and any concur-
rent or subsequent reorganization to a Federal mu-
tual bank holding company.
290 
‘‘(g) DEFINITIONS.—For purposes of this section, the 
following definitions shall apply: 
‘‘(1) INSURED DEPOSITORY INSTITUTION.—The 
term ‘insured depository institution’ has the same 
meaning as in section 3 of the Federal Deposit In-
surance Act. 
‘‘(2) MUTUAL
NATIONAL
BANK.—The term 
‘mutual national bank’ means a national banking as-
sociation that operates in mutual form and is char-
tered by the Comptroller of the Currency under this 
section. 
‘‘(3) MUTUAL DEPOSITORY.—The term ‘mutual 
depository’ means a depository institution that is or-
ganized in non-stock form, including a Federal non- 
stock depository and any form of non-stock deposi-
tory provided for under State law, the deposits of 
which are insured by an instrumentality of the Fed-
eral Government. 
‘‘(4) MUTUALITY.—The term ‘mutuality’ means 
the quality of being an insured depository institution 
organized under a Federal or State law providing for 
the organization of non-stock depository institutions, 
or a holding company organized under a Federal or 
State law providing for the organization of non-stock
291 
entities that control one or more depository institu-
tions. 
‘‘(5) MEMBER.—The term ‘member’ means 
each tax-liable depositor in a mutual depository’s 
savings, demand, or other authorized depository ac-
counts and each tax-liable depositor in such an ac-
count in a depository subsidiary of a Federal mutual 
bank holding company. 
‘‘(6) TAX LIABLE DEPOSITOR.—The term ‘tax 
liable depositor’ means the single person responsible 
for paying any Federal taxes due on any interest 
paid on any deposits held within any savings, de-
mand, or other authorized depository account or ac-
counts with any mutual depository. 
‘‘(7) MEMBERSHIP RIGHTS.—The term ‘mem-
bership rights’ means the rights of each member 
under this section. 
‘‘(h) CONFORMING REFERENCES.—Unless otherwise 
provided by the Comptroller of the Currency— 
‘‘(1) any reference in any Federal law to a na-
tional bank operating in stock form, including a ref-
erence to the term ‘national banking association’, 
‘member bank’, ‘national bank’, ‘national associa-
tion’, ‘bank’, ‘insured bank’, ‘insured depository in-
292 
stitution’, or ‘depository institution’, shall be deemed 
to refer also to a mutual national bank; 
‘‘(2) any reference in any Federal law to the 
term ‘board of directors’, ‘director’, or ‘directors’ of 
a national bank operating in stock form shall be 
deemed to refer also to the board of a mutual na-
tional bank; and 
‘‘(3) any terms in Federal law that may apply 
only to a national bank operating in stock form, in-
cluding the terms ‘stock’, ‘shares’, ‘shares of stock’, 
‘capital stock’, ‘common stock’, ‘stock certificate’, 
‘stock certificates’, ‘certificates representing shares 
of stock’, ‘stock dividend’, ‘transferable stock’, ‘each 
class of stock’, ‘cumulate such shares’, ‘par value’, 
‘preferred stock’ shall not apply to a mutual national 
bank, unless the Comptroller of the Currency deter-
mines that the context requires otherwise. 
‘‘SEC. 5133B. FEDERAL MUTUAL BANK HOLDING COMPA-
NIES. 
‘‘(a) REORGANIZATION OF MUTUAL NATIONAL BANK 
AS A HOLDING COMPANY.— 
‘‘(1) IN GENERAL.—Subject to approval under 
the Bank Holding Company Act of 1956, a mutual 
national bank may reorganize so as to become a 
Federal mutual bank holding company by submitting
293 
a reorganization plan to the appropriate bank hold-
ing company regulator. 
‘‘(2) PLAN APPROVAL.—Upon the approval of 
the reorganization plan by the appropriate bank 
holding company regulator and the issuance of the 
appropriate charters— 
‘‘(A) the substantial part of the mutual na-
tional bank’s assets and liabilities, including all 
of the bank’s insured liabilities, shall be trans-
ferred to a national banking association, a ma-
jority of the shares of voting stock of which is 
owned, directly or indirectly, by the mutual na-
tional bank that is to become a Federal mutual 
bank holding company; and 
‘‘(B) the mutual national bank shall be-
come a Federal mutual bank holding company. 
‘‘(b) DIRECTORS AND CERTAIN ACCOUNT HOLDERS’ 
APPROVAL OF PLAN REQUIRED.—This subsection does 
not authorize a reorganization unless— 
‘‘(1) a majority of the mutual national bank’s 
board of directors has approved the plan providing 
for such reorganization; and 
‘‘(2) a majority of members has approved the 
plan at a meeting held at the call of the directors
294 
under the procedures prescribed by the bank’s char-
ter and bylaws. 
‘‘(c) OWNERSHIP OF DEPOSITORY SUBSIDIARIES.— 
To avoid terminating mutuality, a Federal mutual bank 
holding company must own, directly or indirectly, a major-
ity of the shares of voting stock of each of its depository 
subsidiaries. 
‘‘(d) NO TERMINATION OF MUTUALITY.—Neither a 
reorganization of a mutual depository nor a modification 
of a Federal mutual bank holding company shall cause a 
termination of mutuality. 
‘‘(e) RETENTION OF CAPITAL.—In connection with a 
transaction described in subsection (a), a mutual national 
bank may, subject to the approval of the appropriate bank 
holding company regulator, retain capital at the holding 
company level to the extent that the capital retained at 
the holding company level exceeds the amount of capital 
required for the national banking association chartered as 
a part of a transaction described in subsection (a) to meet 
all relevant capital standards established by the Comp-
troller of the Currency for national banking associations. 
‘‘(f) TERMINATING MUTUALITY.—If a Federal mu-
tual bank holding company elects to terminate mutuality, 
it must do so by either liquidating or converting to a bank 
holding company operating in stock form.
295 
‘‘(g) MEMBERSHIP RIGHTS.—Holders of savings, de-
mand, or other authorized depository accounts in a deposi-
tory subsidiary of a Federal mutual bank holding company 
shall have the same membership rights with respect to the 
Federal mutual bank holding company as those holders 
would have had if the depository subsidiary of the Federal 
mutual bank holding company had been a mutual national 
bank. 
‘‘(h) REGULATION.—A Federal mutual bank holding 
company shall be— 
‘‘(1) chartered by the appropriate bank holding 
company regulator and shall be subject to such regu-
lations as the appropriate bank holding company 
regulator shall prescribe; and 
‘‘(2) regulated under the Bank Holding Com-
pany Act of 1956 on the same terms and subject to 
the same limitations as any other company that con-
trols a bank. 
‘‘(i) CAPITAL IMPROVEMENT.— 
‘‘(1) PLEDGE OF STOCK OF NATIONAL BANK 
SUBSIDIARY.—This section shall not prohibit a Fed-
eral mutual bank holding company from pledging all 
or a portion of the stock of the national banking as-
sociation chartered as part of a transaction de-
296 
scribed in subsection (a) to raise capital for such na-
tional banking association. 
‘‘(2) ISSUANCE OF NONVOTING SHARES.—This 
section shall not prohibit a national banking associa-
tion chartered as part of a transaction described in 
subsection (a) from issuing any nonvoting shares or 
less than 50 percent of the voting shares of such 
bank to any person other than the Federal mutual 
bank holding company. 
‘‘(j) INSOLVENCY AND LIQUIDATION.— 
‘‘(1) IN GENERAL.—Notwithstanding any other 
provision of law, the appropriate bank holding com-
pany regulator may file a petition under chapter 7 
of title 11, United States Code, with respect to a 
Federal mutual bank holding company upon— 
‘‘(A) the default of any national bank— 
‘‘(i) the stock of which is owned by 
the Federal mutual bank holding company; 
and 
‘‘(ii) that was chartered in a trans-
action described in subsection (a); or 
‘‘(B) a foreclosure on a pledge by the Fed-
eral mutual bank holding company described in 
subsection (i)(1).
297 
‘‘(2) DISTRIBUTION OF NET PROCEEDS.—Ex-
cept as provided in paragraph (3), the net proceeds 
of any liquidation of any Federal mutual bank hold-
ing company under paragraph (1) shall be trans-
ferred to persons who hold membership interests in 
such Federal mutual bank holding company. 
‘‘(3) RECOVERY BY FDIC.—If the Federal De-
posit Insurance Corporation incurs a loss as a result 
of the default of any insured bank subsidiary of a 
Federal mutual bank holding company that is liq-
uidated under paragraph (1), the Federal Deposit 
Insurance Corporation shall succeed to the interests 
of the depositors of the bank as members in the 
Federal mutual bank holding company, to the extent 
of the Federal Deposit Insurance Corporation’s loss. 
‘‘(k) DEFINITIONS.— 
‘‘(1) FEDERAL MUTUAL BANK HOLDING COM-
PANY.—The term ‘Federal mutual bank holding 
company’ means a holding company that is orga-
nized in mutual form and owns, directly or indi-
rectly, a majority of the shares of voting stock of 
one or more depository subsidiaries of a Federal mu-
tual bank holding company. 
‘‘(2) DEPOSITORY SUBSIDIARY OF A FEDERAL 
MUTUAL BANK HOLDING COMPANY.—The term ‘de-
298 
pository subsidiary of a Federal mutual bank hold-
ing company’ means a depository institution orga-
nized in stock form that is insured by the Federal 
Deposit Insurance Corporation, the majority of the 
shares of voting stock of which are owned by the 
Federal mutual bank holding company or its wholly 
owned subsidiaries and none of the shares of stock 
of which are pledged or otherwise subjected to lien 
except as permitted in subsection (i). 
‘‘(3) REORGANIZATION OF A MUTUAL DEPOSI-
TORY.—The term ‘reorganization of a mutual depos-
itory’ means the conversion of a mutual depository 
into a depository subsidiary of a Federal mutual 
bank holding company. 
‘‘(4) MODIFICATION
OF
A
FEDERAL
MUTUAL 
BANK HOLDING COMPANY.—The term ‘modification 
of a Federal mutual bank holding company’ means 
either: (A) the sale of shares of common or preferred 
stock in a depository subsidiary of a Federal mutual 
bank holding company to any party other than the 
subsidiary’s parent Federal mutual bank holding 
company or a wholly owned subsidiary of that par-
ent; or (B) the voluntary grant of a lien on shares 
of common or preferred stock in a depository sub-
sidiary of a Federal mutual bank holding company.
299 
‘‘(5) DEFAULT.—With respect to a national 
bank, the term ‘default’ means an adjudication or 
other official determination by any court of com-
petent jurisdiction, the Comptroller of the Currency, 
or other public authority pursuant to which a con-
servator, receiver, or other legal custodian is ap-
pointed for the national bank. 
‘‘(l) CONFORMING REFERENCES.—Unless otherwise 
provided by the appropriate bank holding company regu-
lator— 
‘‘(1) any reference in any Federal law to a bank 
holding company operating in stock form shall be 
deemed to refer also to a Federal mutual bank hold-
ing company; 
‘‘(2) any reference in any Federal law to the 
term ‘board of directors’, ‘director’, or ‘directors’ of 
a national bank operating in stock form shall be 
deemed to refer also to the board of a Federal mu-
tual bank holding company; and 
‘‘(3) any terms in Federal law that may apply 
only to a national bank operating in stock form, in-
cluding the terms ‘stock’, ‘shares’, ‘shares of stock’, 
‘capital stock’, ‘common stock’, ‘stock certificate’, 
‘stock certificates’, ‘certificates representing shares 
of stock’, ‘stock dividend’, ‘transferable stock’, ‘each
300 
class of stock’, ‘cumulate such shares’, ‘par value’, 
‘preferred stock’ shall not apply to a Federal mutual 
bank holding company, unless the appropriate bank 
holding company regulator determines that the con-
text requires otherwise.’’. 
(b) LIMITATION
ON
FEDERAL
REGULATION
OF 
STATE BANKS.—Except as otherwise provided in Federal 
law, the Comptroller of the Currency, the Board of Gov-
ernors of the Federal Reserve System, and the Federal 
Deposit Insurance Corporation may not adopt or enforce 
any regulation that contravenes the corporate governance 
rules prescribed by State law or regulation for State banks 
unless the Director, Board, or Corporation finds that the 
Federal regulation is necessary to assure the safety and 
soundness of the State banks. 
(c) TECHNICAL AMENDMENT.—The table of sections 
for chapter one of title LXII of the Revised Statutes of 
the United States (12 U.S.C. 21 et seq.) is amended by 
inserting after the item relating to section 5133 the fol-
lowing new items: 
‘‘5133A. Mutual national banks. 
‘‘5133B. Federal mutual bank holding companies.’’. 
(d) APPROPRIATE FEDERAL BANKING AGENCY FOR 
FEDERAL MUTUAL BANK HOLDING COMPANIES.—Sec-
tion 3(q)(1) of the Federal Deposit Insurance Act (12
301 
U.S.C. 1813(q)(2)) is amended by inserting after subpara-
graph (F) the following new subparagraph: 
‘‘(G) supervisory or regulatory proceedings 
arising from the authority given to the appro-
priate bank holding company regulator under 
section 5133B of the Revised Statutes of the 
United States.’’. 
(e) MUTUAL HOLDING COMPANY CONVERSION.— 
(1) IN
GENERAL.—Any mutual holding com-
pany, including any form of mutual depository hold-
ing company provided for under State law, may con-
vert to a Federal mutual bank holding company by 
filing with the appropriate bank holding company 
regulator a notice of its election to convert on a 
specified date that is not earlier than 30 days after 
the date on which the notice is filed, and the mutual 
holding company shall be converted to a Federal mu-
tual holding company charter on the date specified 
in the notice. 
(2) DEFINITIONS.—For purposes of this sub-
section, the following definitions shall apply: 
(A) FEDERAL
MUTUAL
BANK
HOLDING 
COMPANY.—The term ‘‘Federal mutual bank 
holding company’’ has the same meaning as in
302 
section 5133B of the Revised Statutes of the 
United States (as added by this section); and 
(B) MUTUAL
HOLDING
COMPANY.—The 
term ‘‘mutual holding company’’ has the same 
meaning as in section 10(o)(10)(A) of the 
Home Owners Loan Act as in effect on the day 
before the date of enactment of this Act. 
(f) EFFECTIVE DATE.—This section shall take effect 
on the date of enactment of this Act. 
SEC. 1317. NATIONWIDE DEPOSIT CAP FOR INTERSTATE AC-
QUISITIONS. 
(a) AMENDMENTS TO THE BANK HOLDING COMPANY 
ACT OF 1956.— 
(1) CONCENTRATION LIMIT FOR BANK HOLDING 
COMPANIES.—Section 3(d)(2)(A) of the Bank Hold-
ing Company Act (12 U.S.C. 1842(d)(2)(A)) is 
amended by striking ‘‘paragraph (1)(A)’’ and insert-
ing ‘‘subsection (a) of this section’’. 
(2) REMOVAL OF NONBANK SAVINGS ASSOCIA-
TION PROVISION IN LIGHT OF BEING DEFINED AS A 
BANK.—Section 4 of the Bank Holding Company 
Act is amended by striking subsection (i) and insert 
the following new subsection: 
‘‘(i) [Repealed.]’’.
303 
(b) AMENDMENTS TO THE FEDERAL DEPOSIT IN-
SURANCE ACT.— 
(1) IN GENERAL.—Section 18(e) of the Federal 
Deposit Insurance Act (12 U.S.C. 1828(c)) is 
amended— 
(A) by redesignating paragraph (12) as 
paragraph (13); and 
(B) by inserting after paragraph (11), the 
following new paragraph: 
‘‘(12) NATIONWIDE DEPOSIT CAP.—The respon-
sible agency may not approve an application for an 
interstate merger transaction if the resulting insured 
depository institution (including all insured deposi-
tory institutions which are affiliates of the resulting 
insured depository institution), upon consummation 
of the transaction, would control more than 10 per-
cent of, the total amount of deposits of insured de-
pository institutions in the United States.’’. 
(2) 
PARALLEL
REQUIREMENT.—Section 
44(b)(2) of the Federal Deposit Insurance Act (12 
U.S.C. 1831u(b)(2)(A) is amended to read as fol-
lows: 
‘‘(A) NATIONWIDE
CONCENTRATION
LIM-
ITS.—The responsible agency may not approve 
an application for an interstate merger trans-
304 
action involving two or more insured depository 
institutions if the resulting insured depository 
institution (including all insured depository in-
stitutions which are affiliates of such institu-
tion), upon consummation of the transaction 
would control more than 10 percent of the total 
amount of deposits of insured depository insti-
tutions in the United States.’’. 
(c) AMENDMENTS TO THE HOME OWNERS’ LOAN 
ACT.—Section 10(e)(2) of the Home Owners’ Loan Act 
(12 U.S.C. 467a(e)(2)) is amended— 
(1) by striking ‘‘or’’ at the end of subparagraph 
(C); and 
(2) by striking the period at the end of sub-
paragraph (D), the following new subparagraph: 
‘‘(E) in the case of an application involving 
an interstate acquisition, if the applicant (in-
cluding all insured depository institutions which 
are affiliates of the applicant) controls, or upon 
consummation of the acquisition for which such 
application is filed would control, more than 10 
percent of the total amount of deposits of in-
sured depository institutions in the United 
States.’’.
305 
SEC. 1318. DE NOVO BRANCHING INTO STATES. 
(a) NATIONAL BANKS.—Section 5155(g)(1)(A) of the 
Revised Statutes (12 U.S.C. 36(g)(1)(A)) is amended to 
read as follows: 
‘‘(A) the law of the State where the branch 
is located, or is to be located, would permit es-
tablishment of the branch if the national bank 
were a state bank chartered by such State;’’. 
(b) STATE INSURED BANKS.—Section 18(d)(4)(A)(i) 
of the Federal Deposit Insurance Act (12 U.S.C. 
1828(d)(4)(A)(i)) is amended to read as follows: 
‘‘(i) the law of the State where the 
branch is located, or is to be located, would 
permit establishment of the branch if the 
bank were a State bank chartered by such 
State;’’. 
Subtitle E—Improvements to the 
Federal Deposit Insurance Fund 
SEC. 1401. ACCOUNTING FOR ACTUAL RISK TO THE DE-
POSIT INSURANCE FUND. 
(a) Section 7(b)(1)(C) of the Federal Deposit Insur-
ance Act is amended to read as follows: 
‘‘(C) ‘RISK-BASED
ASSESSMENT
SYSTEM’ 
DEFINED.—For purposes of this paragraph, the 
term ‘risk-based assessment system’ means a
306 
system for calculating a depository institution’s 
assessment based on— 
‘‘(i) the probability that the Deposit 
Insurance Fund will incur a loss with re-
spect to the institution; 
‘‘(ii) the likely amount of any such 
loss; 
‘‘(iii) the risks to the Deposit Insur-
ance Fund attributable to such depository 
institution, including risks posed by its af-
filiates to the extent the Corporation deter-
mines appropriate, taking into account— 
‘‘(I) the amount, different cat-
egories, and concentrations of assets 
of the insured depository institution 
and its affiliates, including both on- 
balance sheet and off-balance sheet 
assets; 
‘‘(II) the amount, different cat-
egories, and concentrations of liabil-
ities, both insured and uninsured, con-
tingent and noncontingent, including 
both on-balance sheet and off-balance 
sheet liabilities, of the insured deposi-
tory institution and its affiliates; and
307 
‘‘(III) any other factors the Cor-
poration determines are relevant to 
assessing the risks; and 
‘‘(iv) the revenue needs of the Deposit 
Insurance Fund.’’. 
(b) Section 7(b)(2) of the Federal Deposit Insurance 
Act is amended by striking subparagraph (D) and by re-
designating subparagraph (E) as subparagraph (D). 
SEC. 1402. CREATING A RISK-FOCUSED ASSESSMENT BASE. 
Section 7(b)(2) of such Act, as amended, is further 
amended by amending subparagraph (C) to read as fol-
lows: 
‘‘(C) ASSESSMENT.—The assessment of 
any insured depository institution imposed 
under this subsection shall be an amount equal 
to the product of— 
‘‘(i) an assessment rate established by 
the Corporation; and 
‘‘(ii) the amount of the insured depos-
itory institution’s average total assets dur-
ing the assessment period minus the 
amount of the insured depository institu-
tion’s average tangible equity during the 
assessment period, minus additional deduc-
tions or adjustments necessary to establish
308 
assessments consistent with the definition 
under section 7(b)(1)(C) of the Federal 
Deposit Insurance Act for custodial banks 
(as defined by the Corporation based on 
factors including percentage of total reve-
nues generated by custodial businesses and 
the level of assets under custody) or a 
bankers’ bank (as referred to in section 
5136 of the Revised Statutes of the United 
States).’’. 
SEC. 1403. ELIMINATION OF PROCYCLICAL ASSESSMENTS. 
Section 7(e) of the Federal Deposit Insurance Act is 
amended— 
(1) in paragraph (2)— 
(A) by amending subparagraph (B) to read 
as follows: 
‘‘(B) LIMITATION.—The Board of Direc-
tors may, in its sole discretion, suspend or limit 
the declaration of payment of dividends under 
subparagraph (A).’’; 
(B) by amending subparagraph (C) to read 
as follows: 
‘‘(C) NOTICE AND OPPORTUNITY FOR COM-
MENT.—The Corporation shall prescribe, by 
regulation, after notice and opportunity for
309 
comment, the method for the declaration, cal-
culation, distribution, and payment of dividends 
under this paragraph’’; and 
(C) by striking subparagraphs (D) through 
(G); and 
(2) in paragraph (4)(A) by striking ‘‘para-
graphs (2)(D) and’’ and inserting ‘‘paragraphs (2) 
and’’. 
SEC. 1404. ENHANCED ACCESS TO INFORMATION FOR DE-
POSIT INSURANCE PURPOSES. 
(a) Section 7(a)(2)(B) of the Federal Deposit Insur-
ance Act is amended by striking ‘‘, after agreement with 
the Comptroller of the Currency, the Board of Governors 
of the Federal Reserve System, and the Director of the 
Office of Thrift Supervision, as appropriate,’’. 
(b) Section 7(b)(1)(E) of the Federal Deposit Insur-
ance Act is amended— 
(1) in clause (i), by striking ‘‘such as’’ and in-
serting ‘‘including’’; and 
(2) by striking clause (iii). 
SEC. 1405. TRANSITION RESERVE RATIO REQUIREMENTS 
TO REFLECT NEW ASSESSMENT BASE. 
(a) Section 7(b)(3)(B) of the Federal Deposit Insur-
ance Act is amended to read as follows:
310 
‘‘(B) MINIMUM RESERVE RATIO.—The re-
serve ratio designated by the Board of Direc-
tors for any year may not be less than 1.15 per-
cent of estimated insured deposits, or the com-
parable percentage of the assessment base set 
forth in paragraph (2)(C).’’. 
(b) Section 3(y)(3) of the Federal Deposit Insurance 
Act is amended by inserting ‘‘, or such comparable per-
centage of the assessment base set forth in section 
7(b)(2)(C)’’ before the period. 
(c) For a period of not less than 5 years after the 
date of the enactment of this title, the Federal Deposit 
Insurance Corporation shall make available to the public 
the reserve ratio and the designated reserve ratio using 
both estimated insured deposits and the assessment base 
under section 7(b)(2)(C) of the Federal Deposit Insurance 
Act. 
Subtitle F—Improvements to the 
Asset-backed 
Securitization 
Process 
SEC. 1501. SHORT TITLE. 
This subtitle may be cited as the ‘‘Credit Risk Reten-
tion Act of 2009’’.
311 
SEC. 1502. CREDIT RISK RETENTION. 
(a) AMENDMENT.—The Securities Act of 1933 (15 
U.S.C. 77a et seq.) is amended by inserting after section 
28 the following new section: 
‘‘SEC. 29. CREDIT RISK RETENTION. 
‘‘(a) IN GENERAL.— 
‘‘(1) INTEREST
IN
LOANS
MADE
BY
CREDI-
TORS.—Within 180 days of the date of the enact-
ment of this section, the appropriate agencies shall 
prescribe regulations to require any creditor that 
makes a loan to retain an economic interest in a ma-
terial portion of the credit risk of any such loan that 
the creditor transfers, sells, or conveys to a third 
party, including for the purpose of including such 
loan in a pool of loans backing an issuance of asset- 
backed securities. 
‘‘(2) INTEREST
IN
ASSETS
BACKING
ASSET- 
BACKED
SECURITIES.—The appropriate agencies 
shall prescribe regulations to require any securitizer 
of asset-backed securities that are backed by assets 
not described in paragraph (1) to retain an economic 
interest in a material portion of any such asset used 
to back an issuance of securities. 
‘‘(b) ALTERNATIVE RISK RETENTION FOR CREDIT 
SECURITIZERS.—The appropriate agencies may apply the 
risk retention requirements of this section to securitizers
312 
of loans or particular types of loans in addition to or in 
substitution for any or all of the requirements that apply 
to creditors that make such loans or types of loans, if the 
agencies determine that applying the requirements to such 
securitizers would— 
‘‘(1) be consistent with helping to ensure high 
quality underwriting standards for creditors, taking 
into account other applicable laws, regulations, and 
standards; and 
‘‘(2) facilitate appropriate risk management 
practices by such creditors, improve access of con-
sumers to credit on reasonable terms, or otherwise 
serve the public interest. 
‘‘(c) STANDARDS
FOR REGULATION.—Regulations 
prescribed under subsections (a) and (b) shall— 
‘‘(1) prohibit a creditor or securitizer from di-
rectly or indirectly hedging or otherwise transferring 
the credit risk such creditor or securitizer is required 
to retain under the regulations; 
‘‘(2) require a creditor or securitizer to retain 
5 percent of the credit risk on any loan that is 
transferred, sold, or conveyed by such creditor or 
securitized by such securitizer except— 
‘‘(A) an appropriate agency may specify 
that the percentage of risk may be less than 5
313 
percent of the credit risk, or exempt such cred-
itor or securitizer from the risk retention re-
quirement, if— 
‘‘(i) the credit underwriting by the 
creditor or the due diligence by the 
securitizer meets such standards as an ap-
propriate agency prescribes; and 
‘‘(ii) the loan that is transferred, sold, 
or conveyed by such creditor or securitized 
by such securitizer meets terms, condi-
tions, and characteristics that are deter-
mined by an appropriate agency to reflect 
loans with reduced credit risk, such as 
loans that meet certain interest rate 
thresholds, loans that are fully amortizing, 
and 
loans 
that 
are 
included 
in 
a 
securitization in which a third-party pur-
chaser specifically negotiates for the pur-
chase of the first-loss position and provides 
due diligence on all individual loans in the 
pool prior to the issuance of the asset- 
backed securities, and retains a first-loss 
position; and 
‘‘(B) an appropriate agency may specify 
that the percentage of risk may be more than
314 
5 percent of the credit risk if the underwriting 
by the creditor or due diligence by the 
securitizer is insufficient; 
‘‘(3) specify that the credit risk retained must 
be no less at risk for loss than the average of the 
credit risk not so retained; and 
‘‘(4) set the minimum duration of the required 
risk retention. 
‘‘(d) EXEMPTIONS AND ADJUSTMENTS.— 
‘‘(1) IN GENERAL.—The appropriate agencies 
shall have authority to provide exemptions or adjust-
ments to the requirements of this section, including 
exemptions or adjustments relating to the percent-
age of risk retention required to be held and the 
hedging prohibition. 
‘‘(2) APPLICABLE
STANDARDS.—Any exemp-
tions or adjustments provided under paragraph (1) 
shall— 
‘‘(A) be consistent with the purpose of en-
suring high quality underwriting standards for 
creditors, taking into account other applicable 
laws, regulations, or standards; and 
‘‘(B) facilitate appropriate risk manage-
ment practices by such creditors, improve ac-
315 
cess for consumers to credit on reasonable 
terms, or otherwise serve the public interest. 
‘‘(e) APPROPRIATE AGENCY DEFINED.—For pur-
poses of this section, the term ‘appropriate agency’ means 
any of the following agencies with regard to the respective 
loans and asset-backed securities: 
‘‘(1) BANKING AGENCIES.—The Federal bank-
ing agencies, the National Credit Union Administra-
tion Board, and the Commission, with respect to any 
loan or asset-backed security for which there is no 
appropriate agency under paragraph (2). 
‘‘(2) OTHER AGENCIES.— 
‘‘(A) With regard to any mortgage insured 
under title II of the National Housing Act, the 
Secretary of Housing and Urban Development. 
‘‘(B) With regard to any loan meeting the 
conforming loan standards of the Federal Na-
tional Mortgage Corporation or the Federal 
Home Loan Mortgage Corporation or any 
asset-backed security issued by either such cor-
poration, the Federal Housing Finance Agency. 
‘‘(C) With regard to any loan insured by 
the Rural Housing Service, the Rural Housing 
Service.
316 
‘‘(f) JOINT APPROPRIATE AGENCY REGULATIONS.— 
All regulations prescribed by the agencies identified in 
subsection (e)(1) shall be prescribed jointly by such agen-
cies. 
‘‘(g) ENFORCEMENT.— 
‘‘(1) Compliance with the requirements imposed 
under this section shall be enforced under— 
‘‘(A) section 8 of the Federal Deposit In-
surance Act (12 U.S.C. 1818), in the case of— 
‘‘(i) national banks, and Federal 
branches and Federal agencies of foreign 
banks, by the Office of the Comptroller of 
the Currency; 
‘‘(ii) member banks of the Federal 
Reserve System (other than national 
banks), branches and agencies of foreign 
banks (other than Federal branches, Fed-
eral agencies, and insured State branches 
of foreign banks), commercial lending com-
panies owned or controlled by foreign 
banks, and organizations operating under 
section 25 or 25A of the Federal Reserve 
Act, bank holding companies, and subsidi-
aries of bank holding companies (other
317 
than insured depository institutions), by 
the Board; and 
‘‘(iii) banks insured by the Federal 
Deposit Insurance Corporation (other than 
members of the Federal Reserve System) 
and insured State branches of foreign 
banks, by the Board of Directors of the 
Federal Deposit Insurance Corporation; 
‘‘(B) section 8 of the Federal Deposit In-
surance Act (12 U.S.C. 1818), by the Director 
of the Office of Thrift Supervision, in the case 
of a savings association the deposits of which 
are insured by the Federal Deposit Insurance 
Corporation and a savings and loan holding 
company and to any subsidiary (other than a 
bank or subsidiary of that bank); and 
‘‘(C) the Federal Credit Union Act (12 
U.S.C. 1751 et seq.), by the National Credit 
Union Administration Board with respect to 
any Federal credit union. 
‘‘(2) Except to the extent that enforcement of 
the requirements imposed under this section is spe-
cifically committed to some other Federal agency 
under paragraph (1), the Commission shall enforce 
such requirements.