372 
‘‘(ii) engages in any unsafe or un-
sound practice in conducting the affairs of 
such regulated entity; or 
‘‘(iii) breaches any fiduciary duty; and 
‘‘(B) knowingly or recklessly causes a sub-
stantial loss to such regulated entity or a sub-
stantial pecuniary gain or other benefit to such 
party by reason of such violation, practice, or 
breach, 
shall forfeit and pay a civil penalty in an amount not 
to exceed the applicable maximum amount deter-
mined under paragraph (4) for each day during 
which such violation, practice, or breach continues. 
‘‘(4) MAXIMUM AMOUNTS OF PENALTIES FOR 
ANY VIOLATION DESCRIBED IN PARAGRAPH (3).— 
The maximum daily amount of any civil penalty 
which may be assessed pursuant to paragraph (3) 
for any violation, practice, or breach described in 
such paragraph is— 
‘‘(A) in the case of any person other than 
a regulated entity, an amount not to exceed 
$2,000,000; and 
‘‘(B) in the case of any regulated entity, 
$2,000,000.’’; 
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(3) in subsection (c)(1)(B), by striking ‘‘enter-
prise, executive officer, or director’’ and inserting 
‘‘regulated 
entity 
or 
regulated 
entity-affiliated 
party’’; 
(4) in subsection (d), by striking the first sen-
tence and inserting the following: ‘‘If a regulated en-
tity or regulated entity-affiliated party fails to com-
ply with an order of the Director imposing a civil 
money penalty under this section, after the order is 
no longer subject to review as provided under sub-
section (c)(1) and section 1374, the Director may, in 
the discretion of the Director, bring an action in the 
United States District Court for the District of Co-
lumbia, or the United States district court within 
the jurisdiction of which the headquarters of the reg-
ulated entity is located, to obtain a monetary judg-
ment against the regulated entity or regulated entity 
affiliated party and such other relief as may be 
available, or request that the Attorney General of 
the United States bring such an action.’’; and 
(5) in subsection (g), by striking ‘‘subsection 
(b)(3)’’ and inserting ‘‘this section, unless author-
ized by the Director by rule, regulation, or order’’. 
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SEC. 1056. REMOVAL AND PROHIBITION AUTHORITY. 
(a) IN GENERAL.—Subtitle C of title XIII of the 
Housing and Community Development Act of 1992 is 
amended— 
(1) by redesignating sections 1377, 1378, 1379, 
1379A, and 1379B (12 U.S.C. 4637–41) as sections 
1379, 1379A, 1379B, 1379C, and 1379D, respec-
tively; and 
(2) by inserting after section 1376 (12 U.S.C. 
4636) the following new section: 
‘‘SEC. 1377. REMOVAL AND PROHIBITION AUTHORITY. 
‘‘(a) AUTHORITY TO ISSUE ORDER.—Whenever the 
Director determines that— 
‘‘(1) any regulated entity-affiliated party has, 
directly or indirectly— 
‘‘(A) violated— 
‘‘(i) any law or regulation; 
‘‘(ii) any cease-and-desist order which 
has become final; 
‘‘(iii) any condition imposed in writing 
by the Director in connection with the 
grant of any application or other request 
by such regulated entity; or 
‘‘(iv) any written agreement between 
such regulated entity and the Director; 
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‘‘(B) engaged or participated in any unsafe 
or unsound practice in connection with any reg-
ulated entity; or 
‘‘(C) committed or engaged in any act, 
omission, or practice which constitutes a breach 
of such party’s fiduciary duty; 
‘‘(2) by reason of the violation, practice, or 
breach described in any subparagraph of paragraph 
(1)— 
‘‘(A) such regulated entity has suffered or 
will probably suffer financial loss or other dam-
age; or 
‘‘(B) such party has received financial gain 
or other benefit by reason of such violation, 
practice, or breach; and 
‘‘(3) such violation, practice, or breach— 
‘‘(A) involves personal dishonesty on the 
part of such party; or 
‘‘(B) demonstrates willful or continuing 
disregard by such party for the safety or sound-
ness of such regulated entity, the Director may 
serve upon such party a written notice of the 
Director’s intention to remove such party from 
office or to prohibit any further participation by 
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such party, in any manner, in the conduct of 
the affairs of any regulated entity. 
‘‘(b) SUSPENSION ORDER.— 
‘‘(1) SUSPENSION
OR
PROHIBITION
AUTHOR-
ITY.—If the Director serves written notice under 
subsection (a) to any regulated entity-affiliated party 
of the Director’s intention to issue an order under 
such subsection, the Director may— 
‘‘(A) suspend such party from office or 
prohibit such party from further participation 
in any manner in the conduct of the affairs of 
the regulated entity, if the Director— 
‘‘(i) determines that such action is 
necessary for the protection of the regu-
lated entity; and 
‘‘(ii) serves such party with written 
notice of the suspension order; and 
‘‘(B) prohibit the regulated entity from re-
leasing to or on behalf of the regulated entity- 
affiliated party any compensation or other pay-
ment of money or other thing of current or po-
tential value in connection with any resignation, 
removal, retirement, or other termination of 
employment or office of the party. 
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‘‘(2) EFFECTIVE
PERIOD.—Any suspension 
order issued under this subsection— 
‘‘(A) shall become effective upon service; 
and 
‘‘(B) unless a court issues a stay of such 
order under subsection (g) of this section, shall 
remain in effect and enforceable until— 
‘‘(i) the date the Director dismisses 
the charges contained in the notice served 
under subsection (a) with respect to such 
party; or 
‘‘(ii) the effective date of an order 
issued by the Director to such party under 
subsection (a). 
‘‘(3) COPY OF ORDER.—If the Director issues a 
suspension order under this subsection to any regu-
lated entity-affiliated party, the Director shall serve 
a copy of such order on any regulated entity with 
which such party is affiliated at the time such order 
is issued. 
‘‘(c) NOTICE, HEARING, AND ORDER.—A notice of 
intention to remove a regulated entity-affiliated party 
from office or to prohibit such party from participating 
in the conduct of the affairs of a regulated entity shall 
contain a statement of the facts constituting grounds for 
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378 
such action, and shall fix a time and place at which a hear-
ing will be held on such action. Such hearing shall be fixed 
for a date not earlier than 30 days nor later than 60 days 
after the date of service of such notice, unless an earlier 
or a later date is set by the Director at the request of 
(1) such party, and for good cause shown, or (2) the At-
torney General of the United States. Unless such party 
shall appear at the hearing in person or by a duly author-
ized representative, such party shall be deemed to have 
consented to the issuance of an order of such removal or 
prohibition. In the event of such consent, or if upon the 
record made at any such hearing the Director shall find 
that any of the grounds specified in such notice have been 
established, the Director may issue such orders of suspen-
sion or removal from office, or prohibition from participa-
tion in the conduct of the affairs of the regulated entity, 
as it may deem appropriate, together with an order pro-
hibiting compensation described in subsection (b)(1)(B). 
Any such order shall become effective at the expiration 
of 30 days after service upon such regulated entity and 
such party (except in the case of an order issued upon 
consent, which shall become effective at the time specified 
therein). Such order shall remain effective and enforceable 
except to such extent as it is stayed, modified, terminated, 
or set aside by action of the Director or a reviewing court. 
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379 
‘‘(d) PROHIBITION OF CERTAIN SPECIFIC ACTIVI-
TIES.—Any person subject to an order issued under this 
section shall not— 
‘‘(1) participate in any manner in the conduct 
of the affairs of any regulated entity; 
‘‘(2) solicit, procure, transfer, attempt to trans-
fer, vote, or attempt to vote any proxy, consent, or 
authorization with respect to any voting rights in 
any regulated entity; 
‘‘(3) violate any voting agreement previously 
approved by the Director; or 
‘‘(4) vote for a director, or serve or act as a 
regulated entity-affiliated party. 
‘‘(e) INDUSTRY-WIDE PROHIBITION.— 
‘‘(1) IN GENERAL.—Except as provided in para-
graph (2), any person who, pursuant to an order 
issued under this section, has been removed or sus-
pended from office in a regulated entity or prohib-
ited from participating in the conduct of the affairs 
of a regulated entity may not, while such order is in 
effect, continue or commence to hold any office in, 
or participate in any manner in the conduct of the 
affairs of, any regulated entity. 
‘‘(2) EXCEPTION IF DIRECTOR PROVIDES WRIT-
TEN CONSENT.—If, on or after the date an order is 
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issued under this section which removes or suspends 
from office any regulated entity-affiliated party or 
prohibits such party from participating in the con-
duct of the affairs of a regulated entity, such party 
receives the written consent of the Director, the 
order shall, to the extent of such consent, cease to 
apply to such party with respect to the regulated en-
tity described in the written consent. If the Director 
grants such a written consent, it shall publicly dis-
close such consent. 
‘‘(3) VIOLATION OF PARAGRAPH (1) TREATED 
AS VIOLATION OF ORDER.—Any violation of para-
graph (1) by any person who is subject to an order 
described in such subsection shall be treated as a 
violation of the order. 
‘‘(f) APPLICABILITY.—This section shall only apply 
to a person who is an individual, unless the Director spe-
cifically finds that it should apply to a corporation, firm, 
or other business enterprise. 
‘‘(g) STAY OF SUSPENSION AND PROHIBITION OF 
REGULATED
ENTITY-AFFILIATED
PARTY.—Within 10 
days after any regulated entity-affiliated party has been 
suspended from office and/or prohibited from participation 
in the conduct of the affairs of a regulated entity under 
this section, such party may apply to the United States 
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District Court for the District of Columbia, or the United 
States district court for the judicial district in which the 
headquarters of the regulated entity is located, for a stay 
of such suspension and/or prohibition and any prohibition 
under subsection (b)(1)(B) pending the completion of the 
administrative proceedings pursuant to the notice served 
upon such party under this section, and such court shall 
have jurisdiction to stay such suspension and/or prohibi-
tion. 
‘‘(h) SUSPENSION OR REMOVAL OF REGULATED EN-
TITY-AFFILIATED PARTY CHARGED WITH FELONY.— 
‘‘(1) SUSPENSION OR PROHIBITION.— 
‘‘(A) IN GENERAL.—Whenever any regu-
lated entity-affiliated party is charged in any 
information, indictment, or complaint, with the 
commission of or participation in a crime in-
volving dishonesty or breach of trust which is 
punishable by imprisonment for a term exceed-
ing one year under State or Federal law, the 
Director may, if continued service or participa-
tion by such party may pose a threat to the 
regulated entity or impair public confidence in 
the regulated entity, by written notice served 
upon such party— 
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‘‘(i) suspend such party from office or 
prohibit such party from further participa-
tion in any manner in the conduct of the 
affairs of any regulated entity; and 
‘‘(ii) prohibit the regulated entity 
from releasing to or on behalf of the regu-
lated entity-affiliated party any compensa-
tion or other payment of money or other 
thing of current or potential value in con-
nection with the period of any such sus-
pension or with any resignation, removal, 
retirement, or other termination of employ-
ment or office of the party. 
‘‘(B) PROVISIONS
APPLICABLE
TO
NO-
TICE.— 
‘‘(i) COPY.—A copy of any notice 
under paragraph (1)(A) shall also be 
served upon the regulated entity. 
‘‘(ii) EFFECTIVE PERIOD.—A suspen-
sion or prohibition under subparagraph (A) 
shall remain in effect until the informa-
tion, indictment, or complaint referred to 
in such subparagraph is finally disposed of 
or until terminated by the Director. 
‘‘(2) REMOVAL OR PROHIBITION.— 
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383 
‘‘(A) IN GENERAL.—If a judgment of con-
viction or an agreement to enter a pretrial di-
version or other similar program is entered 
against a regulated entity-affiliated party in 
connection with a crime described in paragraph 
(1)(A), at such time as such judgment is not 
subject to further appellate review, the Director 
may, if continued service or participation by 
such party may pose a threat to the regulated 
entity or impair public confidence in the regu-
lated entity, issue and serve upon such party an 
order that— 
‘‘(i) removes such party from office or 
prohibits such party from further partici-
pation in any manner in the conduct of the 
affairs of the regulated entity without the 
prior written consent of the Director; and 
‘‘(ii) prohibits the regulated entity 
from releasing to or on behalf of the regu-
lated entity-affiliated party any compensa-
tion or other payment of money or other 
thing of current or potential value in con-
nection with the termination of employ-
ment or office of the party. 
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384 
‘‘(B) 
PROVISIONS
APPLICABLE
TO 
ORDER.— 
‘‘(i) COPY.—A copy of any order 
under paragraph (2)(A) shall also be 
served upon the regulated entity, where-
upon the regulated entity-affiliated party 
who is subject to the order (if a director or 
an officer) shall cease to be a director or 
officer of such regulated entity. 
‘‘(ii) EFFECT OF ACQUITTAL.—A find-
ing of not guilty or other disposition of the 
charge shall not preclude the Director from 
instituting proceedings after such finding 
or disposition to remove such party from 
office or to prohibit further participation in 
regulated entity affairs, and to prohibit 
compensation or other payment of money 
or other thing of current or potential value 
in connection with any resignation, re-
moval, retirement, or other termination of 
employment or office of the party, pursu-
ant to subsections (a), (d), or (e) of this 
section. 
‘‘(iii) EFFECTIVE
PERIOD.—Any no-
tice of suspension or order of removal 
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385 
issued under this subsection shall remain 
effective and outstanding until the comple-
tion of any hearing or appeal authorized 
under paragraph (4) unless terminated by 
the Director. 
‘‘(3) AUTHORITY OF REMAINING BOARD MEM-
BERS.—If at any time, because of the suspension of 
one or more directors pursuant to this section, there 
shall be on the board of directors of a regulated enti-
ty less than a quorum of directors not so suspended, 
all powers and functions vested in or exercisable by 
such board shall vest in and be exercisable by the di-
rector or directors on the board not so suspended, 
until such time as there shall be a quorum of the 
board of directors. In the event all of the directors 
of a regulated entity are suspended pursuant to this 
section, the Director shall appoint persons to serve 
temporarily as directors in their place and stead 
pending the termination of such suspensions, or 
until such time as those who have been suspended 
cease to be directors of the regulated entity and 
their respective successors take office. 
‘‘(4) HEARING
REGARDING
CONTINUED
PAR-
TICIPATION.—Within 30 days from service of any 
notice of suspension or order of removal issued pur-
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suant to paragraph (1) or (2) of this subsection, the 
regulated entity-affiliated party concerned may re-
quest in writing an opportunity to appear before the 
Director to show that the continued service to or 
participation in the conduct of the affairs of the reg-
ulated entity by such party does not, or is not likely 
to, pose a threat to the interests of the regulated en-
tity or threaten to impair public confidence in the 
regulated entity. Upon receipt of any such request, 
the Director shall fix a time (not more than 30 days 
after receipt of such request, unless extended at the 
request of such party) and place at which such party 
may appear, personally or through counsel, before 
one or more members of the Director or designated 
employees of the Director to submit written mate-
rials (or, at the discretion of the Director, oral testi-
mony) and oral argument. Within 60 days of such 
hearing, the Director shall notify such party whether 
the suspension or prohibition from participation in 
any manner in the conduct of the affairs of the reg-
ulated entity will be continued, terminated, or other-
wise modified, or whether the order removing such 
party from office or prohibiting such party from fur-
ther participation in any manner in the conduct of 
the affairs of the regulated entity, and prohibiting 
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compensation in connection with termination will be 
rescinded or otherwise modified. Such notification 
shall contain a statement of the basis for the Direc-
tor’s decision, if adverse to such party. The Director 
is authorized to prescribe such rules as may be nec-
essary to effectuate the purposes of this subsection. 
‘‘(i) HEARINGS AND JUDICIAL REVIEW.— 
‘‘(1) VENUE
AND
PROCEDURE.—Any hearing 
provided for in this section shall be held in the Dis-
trict of Columbia or in the Federal judicial district 
in which the headquarters of the regulated entity is 
located, unless the party afforded the hearing con-
sents to another place, and shall be conducted in ac-
cordance with the provisions of chapter 5 of title 5, 
United States Code. After such hearing, and within 
90 days after the Director has notified the parties 
that the case has been submitted to it for final deci-
sion, it shall render its decision (which shall include 
findings of fact upon which its decision is predi-
cated) and shall issue and serve upon each party to 
the proceeding an order or orders consistent with 
the provisions of this section. Judicial review of any 
such order shall be exclusively as provided in this 
subsection. Unless a petition for review is timely 
filed in a court of appeals of the United States, as 
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388 
provided in paragraph (2), and thereafter until the 
record in the proceeding has been filed as so pro-
vided, the Director may at any time, upon such no-
tice and in such manner as it shall deem proper, 
modify, terminate, or set aside any such order. Upon 
such filing of the record, the Director may modify, 
terminate, or set aside any such order with permis-
sion of the court. 
‘‘(2) REVIEW OF ORDER.—Any party to any 
proceeding under paragraph (1) may obtain a review 
of any order served pursuant to paragraph (1) 
(other than an order issued with the consent of the 
regulated entity or the regulated entity-affiliated 
party concerned, or an order issued under subsection 
(h) of this section) by the filing in the United States 
Court of Appeals for the District of Columbia Cir-
cuit or court of appeals of the United States for the 
circuit in which the headquarters of the regulated 
entity is located, within 30 days after the date of 
service of such order, a written petition praying that 
the order of the Director be modified, terminated, or 
set aside. A copy of such petition shall be forthwith 
transmitted by the clerk of the court to the Director, 
and thereupon the Director shall file in the court the 
record in the proceeding, as provided in section 2112 
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389 
of title 28, United States Code. Upon the filing of 
such petition, such court shall have jurisdiction, 
which upon the filing of the record shall (except as 
provided in the last sentence of paragraph (1)) be 
exclusive, to affirm, modify, terminate, or set aside, 
in whole or in part, the order of the Director. Re-
view of such proceedings shall be had as provided in 
chapter 7 of title 5, United States Code. The judg-
ment and decree of the court shall be final, except 
that the same shall be subject to review by the Su-
preme Court upon certiorari, as provided in section 
1254 of title 28, United States Code. 
‘‘(3) PROCEEDINGS NOT TREATED AS STAY.— 
The commencement of proceedings for judicial re-
view under paragraph (2) shall not, unless specifi-
cally ordered by the court, operate as a stay of any 
order issued by the Director.’’. 
(b) CONFORMING AMENDMENTS.— 
(1) 1992 ACT.—Section 1317(f) of the Housing 
and Community Development Act of 1992 (12 
U.S.C. 4517(f)) is amended by striking ‘‘section 
1379B’’ and inserting ‘‘section 1379D’’. 
(2) FANNIE MAE CHARTER ACT.—The second 
sentence of subsection (b) of section 308 of the Fed-
eral National Mortgage Association Charter Act (12 
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390 
U.S.C. 1723(b)) is amended by striking ‘‘The’’ and 
inserting ‘‘Except to the extent that action under 
section 1377 of the Housing and Community Devel-
opment Act of 1992 temporarily results in a lesser 
number, the’’. 
(3) FREDDIE MAC ACT.—The second sentence 
of subparagraph (A) of section 303(a)(2) of the 
Federal Home Loan Mortgage Corporation Act (12 
U.S.C. 1452(a)(2)(A)) is amended by striking 
‘‘The’’ and inserting ‘‘Except to the extent that ac-
tion under section 1377 of the Housing and Commu-
nity Development Act of 1992 temporarily results in 
a lesser number, the’’. 
SEC. 1057. CRIMINAL PENALTY. 
Subtitle C of title XIII of the Housing and Commu-
nity Development Act of 1992 (12 U.S.C. 4631 et seq.) 
is amended by inserting after section 1377 (as added by 
the preceding provisions of this title) the following new 
section: 
‘‘SEC. 1378. CRIMINAL PENALTY. 
‘‘Whoever, being subject to an order in effect under 
section 1377, without the prior written approval of the Di-
rector, knowingly participates, directly or indirectly, in any 
manner (including by engaging in an activity specifically 
prohibited in such an order) in the conduct of the affairs 
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391 
of any regulated entity shall, notwithstanding section 
3571 of title 18, be fined not more than $1,000,000, im-
prisoned for not more than 5 years, or both.’’. 
SEC. 1058. SUBPOENA AUTHORITY. 
Section 1379D(c) of the Housing and Community 
Development Act of 1992 (12 U.S.C. 4641(c)), as so re-
designated by section 1056(a)(1) of this title, is further 
amended— 
(1) by striking ‘‘request the Attorney General 
of the United States to’’ and inserting ‘‘, in the dis-
cretion of the Director,’’; 
(2) by inserting ‘‘or request that the Attorney 
General of the United States bring such an action,’’ 
after ‘‘District of Columbia,’’; and 
(3) by striking ‘‘or may, under the direction 
and control of the Attorney General, bring such an 
action’’. 
SEC. 1059. CONFORMING AMENDMENTS. 
Subtitle C of title XIII of the Housing and Commu-
nity Development Act of 1992 (12 U.S.C. 4631 et seq.), 
as amended by the preceding provisions of this title, is 
amended— 
(1) in section 1372(c)(1) (12 U.S.C. 4632(c)), 
by striking ‘‘that enterprise’’ and inserting ‘‘that 
regulated entity’’; 
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(2) in section 1379 (12 U.S.C. 4637), as so re-
designated by section 1056(a)(1) of this title— 
(A) by inserting ‘‘, or of a regulated entity- 
affiliated party,’’ before ‘‘shall not affect’’; and 
(B) by striking ‘‘such director or executive 
officer’’ each place such term appears and in-
serting ‘‘such director, executive officer, or reg-
ulated entity-affiliated party’’; 
(3) in section 1379A (12 U.S.C. 4638), as so 
redesignated by section 1056(a)(1) of this title, by 
inserting ‘‘or against a regulated entity-affiliated 
party,’’ before ‘‘or impair’’; 
(4) by striking ‘‘An enterprise’’ each place such 
term appears in such subtitle and inserting ‘‘A regu-
lated entity’’; 
(5) by striking ‘‘an enterprise’’ each place such 
term appears in such subtitle and inserting ‘‘a regu-
lated entity’’; 
(6) by striking ‘‘the enterprise’’ each place such 
term appears in such subtitle and inserting ‘‘the reg-
ulated entity’’; and 
(7) by striking ‘‘any enterprise’’ each place such 
term appears in such subtitle and inserting ‘‘any 
regulated entity’’. 
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393 
CHAPTER 5—GENERAL PROVISIONS 
SEC. 1061. BOARDS OF ENTERPRISES. 
(a) FANNIE MAE.— 
(1) IN GENERAL.—Section 308(b) of the Fed-
eral National Mortgage Association Charter Act (12 
U.S.C. 1723(b)) is amended— 
(A) in the first sentence, by striking 
‘‘eighteen persons, five of whom shall be ap-
pointed annually by the President of the United 
States, and the remainder of whom’’ and insert-
ing ‘‘13 persons, or such other number that the 
Director determines appropriate, who’’; 
(B) in the second sentence, by striking 
‘‘appointed by the President’’; 
(C) in the third sentence— 
(i) by striking ‘‘appointed or’’; and 
(ii) by striking ‘‘, except that any 
such appointed member may be removed 
from office by the President for good 
cause’’; 
(D) in the fourth sentence, by striking 
‘‘elective’’; and 
(E) by striking the fifth sentence. 
(2) TRANSITIONAL
PROVISION.—The amend-
ments made by paragraph (1) shall not apply to any 
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394 
appointed position of the board of directors of the 
Federal National Mortgage Association until the ex-
piration of the annual term for such position during 
which the effective date under section 1065 occurs. 
(b) FREDDIE MAC.— 
(1) IN
GENERAL.—Section 303(a)(2) of the 
Federal Home Loan Mortgage Corporation Act (12 
U.S.C. 1452(a)(2)) is amended— 
(A) in subparagraph (A)— 
(i) in the first sentence, by striking 
‘‘18 persons, 5 of whom shall be appointed 
annually by the President of the United 
States and the remainder of whom’’ and 
inserting ‘‘13 persons, or such other num-
ber as the Director determines appropriate, 
who’’; and 
(ii) in the second sentence, by striking 
‘‘appointed by the President of the United 
States’’; 
(B) in subparagraph (B)— 
(i) by striking ‘‘such or’’; and 
(ii) by striking ‘‘, except that any ap-
pointed member may be removed from of-
fice by the President for good cause’’; and 
(C) in subparagraph (C)— 
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395 
(i) by striking the first sentence; and 
(ii) by striking ‘‘elective’’. 
(2) TRANSITIONAL
PROVISION.—The amend-
ments made by paragraph (1) shall not apply to any 
appointed position of the board of directors of the 
Federal Home Loan Mortgage Corporation until the 
expiration of the annual term for such position dur-
ing which the effective date under section 1065 oc-
curs. 
SEC. 1062. REPORT ON PORTFOLIO OPERATIONS, SAFETY 
AND SOUNDNESS, AND MISSION OF ENTER-
PRISES. 
Not later than the expiration of the 12-month period 
beginning on the effective date under section 1065, the 
Director of the Federal Housing Finance Agency shall 
submit a report to the Congress which shall include— 
(1) a description of the portfolio holdings of the 
enterprises (as such term is defined in section 1303 
of the Housing and Community Development Act of 
1992 (12 U.S.C. 4502)) in mortgages (including 
whole loans and mortgage-backed securities), non- 
mortgages, and other assets; 
(2) a description of the risk implications for the 
enterprises of such holdings and the consequent risk 
management undertaken by the enterprises (includ-
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396 
ing the use of derivatives for hedging purposes), 
compared with off-balance sheet liabilities of the en-
terprises (including mortgage-backed securities guar-
anteed by the enterprises); 
(3) an analysis of portfolio holdings for safety 
and soundness purposes; 
(4) an assessment of whether portfolio holdings 
fulfill the mission purposes of the enterprises under 
the Federal National Mortgage Association Charter 
Act and the Federal Home Loan Mortgage Corpora-
tion Act; and 
(5) an analysis of the potential systemic risk 
implications for the enterprises, the housing and 
capital markets, and the financial system of portfolio 
holdings, and whether such holdings should be lim-
ited or reduced over time. 
SEC. 1063. CONFORMING AND TECHNICAL AMENDMENTS. 
(a) 1992 ACT.—Title XIII of the Housing and Com-
munity Development Act of 1992 is amended by striking 
section 1383 (12 U.S.C. 1451 note). 
(b) TITLE 18, UNITED STATES CODE.—Section 1905 
of title 18, United States Code, is amended by striking 
‘‘Office of Federal Housing Enterprise Oversight’’ and in-
serting ‘‘Federal Housing Finance Agency’’. 
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397 
(c) FLOOD DISASTER PROTECTION ACT OF 1973.— 
Section 102(f)(3)(A) of the Flood Disaster Protection Act 
of 1973 (42 U.S.C. 4012a(f)(3)(A)) is amended by strik-
ing ‘‘Director of the Office of Federal Housing Enterprise 
Oversight of the Department of Housing and Urban De-
velopment’’ and inserting ‘‘Director of the Federal Hous-
ing Finance Agency’’. 
(d) DEPARTMENT OF HOUSING AND URBAN DEVEL-
OPMENT ACT.—Section 5 of the Department of Housing 
and Urban Development Act (42 U.S.C. 3534) is amended 
by striking subsection (d). 
(e) TITLE 5, UNITED STATES CODE.— 
(1) DIRECTOR’S PAY RATE.—Section 5313 of 
title 5, United States Code, is amended by striking 
the item relating to the Director of the Office of 
Federal Housing Enterprise Oversight, Department 
of Housing and Urban Development and inserting 
the following new item: 
‘‘Director of the Federal Housing Finance 
Agency.’’. 
(2) EXCLUSION
FROM
SENIOR
EXECUTIVE 
SERVICE.—Section 3132(a)(1)(D) of title 5, United 
States Code, is amended— 
(A) by striking ‘‘the Federal Housing Fi-
nance Board,’’; and 
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398 
(B) by striking ‘‘the Office of Federal 
Housing Enterprise Oversight of the Depart-
ment of Housing and Urban Development’’ and 
inserting ‘‘the Federal Housing Finance Agen-
cy’’. 
(f) INSPECTOR GENERAL ACT
OF 1978.—Section 
8G(a)(2) of the Inspector General Act of 1978 (5 U.S.C. 
App.) is amended by striking ‘‘Federal Housing Finance 
Board’’ and inserting ‘‘Federal Housing Finance Agency’’. 
(g) FEDERAL DEPOSIT INSURANCE ACT.—Section 
11(t)(2)(A) of the Federal Deposit Insurance Act (12 
U.S.C.1821(t)(2)(A)) is amended by adding at the end the 
following new clause: 
‘‘(vii) The Federal Housing Finance 
Agency.’’. 
(h) 1997 EMERGENCY SUPPLEMENTAL APPROPRIA-
TIONS ACT.—Section 10001 of the 1997 Emergency Sup-
plemental Appropriations Act for Recovery From Natural 
Disasters, and for Overseas Peacekeeping Efforts, Includ-
ing Those In Bosnia (42 U.S.C. 3548) is amended— 
(1) by striking ‘‘the Government National Mort-
gage Association, and the Office of Federal Housing 
Enterprise Oversight’’ and inserting ‘‘and the Gov-
ernment National Mortgage Association’’; and 
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399 
(2) by striking ‘‘, the Government National 
Mortgage Association, or the Office of Federal 
Housing Enterprise Oversight’’ and inserting ‘‘or 
the Government National Mortgage Association’’. 
(i) NATIONAL HOMEOWNERSHIP TRUST ACT.—Sec-
tion 302(b)(4) of the Cranston-Gonzalez National Afford-
able Housing Act (42 U.S.C. 12851(b)(4)) is amended by 
striking ‘‘the chairperson of the Federal Housing Finance 
Board’’ and inserting ‘‘the Director of the Federal Hous-
ing Finance Agency’’. 
SEC. 1064. STUDY OF ALTERNATIVE SECONDARY MARKET 
SYSTEMS. 
(a) IN GENERAL.—The Director of the Federal 
Housing Finance Agency, in consultation with the Board 
of Governors of the Federal Reserve System, the Secretary 
of the Treasury, and the Secretary of Housing and Urban 
Development, shall conduct a comprehensive study of the 
effects on financial and housing finance markets of alter-
natives to the current secondary market system for hous-
ing finance, taking into consideration changes in the struc-
ture of financial and housing finance markets and institu-
tions since the creation of the Federal National Mortgage 
Association and the Federal Home Loan Mortgage Cor-
poration. 
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400 
(b) CONTENTS.—The study under this section 
shall— 
(1) include, among the alternatives to the cur-
rent secondary market system analyzed— 
(A) repeal of the chartering Acts for the 
Federal National Mortgage Association and the 
Federal Home Loan Mortgage Corporation; 
(B) establishing bank-like mechanisms for 
granting new charters for limited purposed 
mortgage securitization entities; 
(C) permitting the Director of the Federal 
Housing Finance Agency to grant new charters 
for limited purpose mortgage securitization en-
tities, which shall include analyzing the terms 
on which such charters should be granted, in-
cluding whether such charters should be sold, 
or whether such charters and the charters for 
the Federal National Mortgage Association and 
the Federal Home Loan Mortgage Corporation 
should be taxed or otherwise assessed a mone-
tary price; and 
(D) such other alternatives as the Director 
considers appropriate; 
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401 
(2) examine all of the issues involved in making 
the transition to a completely private secondary 
mortgage market system; 
(3) examine the technological advancements the 
private sector has made in providing liquidity in the 
secondary mortgage market and how such advance-
ments have affected liquidity in the secondary mort-
gage market; and 
(4) examine how taxpayers would be impacted 
by each alternative system, including the complete 
privatization of the Federal National Mortgage As-
sociation and the Federal Home Loan Mortgage 
Corporation. 
(c) REPORT.—The Director of the Federal Housing 
Finance Agency shall submit a report to the Congress on 
the study not later than the expiration of the 24-month 
period beginning on the effective date under section 1065. 
SEC. 1065. EFFECTIVE DATE. 
Except as specifically provided otherwise in this sub-
title, this subtitle shall take effect on and the amendments 
made by this subtitle shall take effect on, and shall apply 
beginning on, the expiration of the 6-month period begin-
ning on the date of the enactment of this Act. 
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402 
Subtitle B—Federal Home Loan 
Banks 
SEC. 1071. DEFINITIONS. 
Section 2 of the Federal Home Loan Bank Act (12 
U.S.C. 1422) is amended— 
(1) by striking paragraphs (1), (10), and (11); 
(2) by redesignating paragraphs (2) through 
(9) as paragraphs (1) through (8), respectively; 
(3) by redesignating paragraphs (12) and (13) 
as paragraphs (9) and (10), respectively; and 
(4) by adding at the end the following: 
‘‘(11) DIRECTOR.—The term ‘Director’ means 
the Director of the Federal Housing Finance Agen-
cy. 
‘‘(12) AGENCY.—The term ‘Agency’ means the 
Federal Housing Finance Agency.’’. 
SEC. 1072. DIRECTORS. 
(a) ELECTION.—Section 7 of the Federal Home Loan 
Bank Act (12 U.S.C. 1427) is amended— 
(1) by striking subsection (a) and inserting the 
following: 
‘‘(a) NUMBER; ELECTION; QUALIFICATIONS; CON-
FLICTS OF INTEREST.— 
‘‘(1) IN GENERAL.—The management of each 
Federal Home Loan Bank shall be vested in a board 
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403 
of 13 directors, or such other number as the Direc-
tor determines appropriate, each of whom shall be a 
citizen of the United States. All directors of a Bank 
who are not independent directors pursuant to para-
graph (3) shall be elected by the members. 
‘‘(2) MEMBER DIRECTORS.—A majority of the 
directors of each Bank shall be officers or directors 
of a member of such Bank that is located in the dis-
trict in which such Bank is located. 
‘‘(3) INDEPENDENT DIRECTORS.—At least two- 
fifths of the directors of each Bank shall be inde-
pendent directors, who shall be appointed by the Di-
rector of the Federal Housing Finance Agency from 
a list of individuals recommended by the Federal 
Housing Enterprise Board. The Federal Housing 
Enterprise Board may recommend individuals who 
are identified by the Board’s own independent proc-
ess or included on a list of individuals recommended 
by the board of directors of the Bank involved, 
which shall be submitted to the Federal Housing 
Enterprise Board by such board of directors. The 
number of individuals on any such list submitted by 
a Bank’s board of directors shall be equal to at least 
two times the number of independent directorships 
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to be filled. All independent directors appointed shall 
meet the following criteria: 
‘‘(A) IN GENERAL.—Each independent di-
rector shall be a bona fide resident of the dis-
trict in which such Bank is located. 
‘‘(B) PUBLIC
INTEREST
DIRECTORS.—At 
least 2 of the independent directors under this 
paragraph of each Bank shall be representatives 
chosen from organizations with more than a 2- 
year history of representing consumer or com-
munity interests on banking services, credit 
needs, housing, community development, eco-
nomic development, or financial consumer pro-
tections. 
‘‘(C) OTHER DIRECTORS.— 
‘‘(i) 
QUALIFICATIONS.—Each 
inde-
pendent director that is not a public inter-
est director under subparagraph (B) shall 
have demonstrated knowledge of, or experi-
ence in, financial management, auditing 
and accounting, risk management prac-
tices, derivatives, project development, or 
organizational management, or such other 
knowledge or expertise as the Director may 
provide by regulation. 
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405 
‘‘(ii) CONSULTATION WITH BANKS.— 
In appointing other directors to serve on 
the board of a Federal home loan bank, 
the Director of the Federal Housing Fi-
nance Agency may consult with each Fed-
eral home loan bank about the knowledge, 
skills, and expertise needed to assist the 
board in better fulfilling its responsibilities. 
‘‘(D) CONFLICTS OF INTEREST.—Notwith-
standing subsection (f)(2), an independent di-
rector under this paragraph of a Bank may not, 
during such director’s term of office, serve as 
an officer of any Federal Home Loan Bank or 
as a director or officer of any member of a 
Bank. 
‘‘(E) COMMUNITY DEMOGRAPHICS.—In ap-
pointing independent directors of a Bank pur-
suant to this paragraph, the Director shall take 
into consideration the demographic makeup of 
the community most served by the Affordable 
Housing Program of the Bank pursuant to sec-
tion 10(j).’’; 
(2) in the first sentence of subsection (b), by 
striking ‘‘elective directorship’’ and inserting ‘‘mem-
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406 
ber directorship established pursuant to subsection 
(a)(2)’’; 
(3) in subsection (c)— 
(A) by striking ‘‘elective’’ each place such 
term appears and inserting ‘‘member’’, ex-
cept— 
(i) in the second sentence, the second 
place such term appears; and 
(ii) each place such term appears in 
the fifth sentence; 
(B) in the first sentence, by inserting after 
‘‘less than one’’ the following: ‘‘or two, as deter-
mined by the board of directors of the appro-
priate Federal home loan bank,’’; and 
(C) in the second sentence— 
(i) by inserting ‘‘(A) except as pro-
vided in clause (B) of this sentence,’’ be-
fore ‘‘if at any time’’; and 
(ii) by inserting before the period at 
the end the following: ‘‘, and (B) clause 
(A) of this sentence shall not apply to the 
directorships of any Federal home loan 
bank resulting from the merger of any two 
or more such banks’’; and 
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407 
(4) by striking ‘‘elective’’ each place such term 
appears (except in subsections (c), (e), and (f)). 
(b) TERMS.— 
(1) IN GENERAL.—Section 7(d) of the Federal 
Home Loan Bank Act (12 U.S.C. 1427(d)) is 
amended— 
(A) in the first sentence, by striking ‘‘3 
years’’ and inserting ‘‘4 years’’; and 
(B) in the second sentence— 
(i) by striking ‘‘Federal Home Loan 
Bank System Modernization Act of 1999’’ 
and inserting ‘‘Federal Housing Finance 
Reform Act of 2008’’; and 
(ii) by striking ‘‘1/3’’ and inserting 
‘‘1/4’’. 
(2) SAVINGS
PROVISION.—The amendments 
made by paragraph (1) shall not apply to the term 
of office of any director of a Federal home loan bank 
who is serving as of the effective date of this subtitle 
under section 1081, including any director elected to 
fill a vacancy in any such office. 
(c) CONTINUED SERVICE OF INDEPENDENT DIREC-
TORS AFTER EXPIRATION OF TERM.—Section 7(f)(2) of 
the Federal Home Loan Bank Act (12 U.S.C. 1427(f)(2)) 
is amended— 
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408 
(1) in the second sentence, by striking ‘‘or the 
term of such office expires, whichever occurs first’’; 
(2) by adding at the end the following new sen-
tence: ‘‘An independent Bank director may continue 
to serve as a director after the expiration of the 
term of such director until a successor is ap-
pointed.’’; 
(3) in the paragraph heading, by striking ‘‘AP-
POINTED’’ and inserting ‘‘INDEPENDENT’’; and 
(4) by striking ‘‘appointive’’ each place such 
term appears and inserting ‘‘independent’’. 
(d) CONFORMING AMENDMENTS.—Section 7(f)(3) of 
the Federal Home Loan Bank Act (12 U.S.C. 1427(f)(3)) 
is amended— 
(1) in the paragraph heading, by striking 
‘‘ELECTED’’ and inserting ‘‘MEMBER’’; and 
(2) by striking ‘‘elective’’ each place such term 
appears in the first and third sentences and insert-
ing ‘‘member’’. 
(e) COMPENSATION.—Subsection (i) of section 7 of 
the Federal Home Loan Bank Act (12 U.S.C. 1427(i)) 
is amended to read as follows: 
‘‘(i) DIRECTORS’ COMPENSATION.— 
‘‘(1) IN GENERAL.—Each Federal home loan 
bank may pay the directors on the board of directors 
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for the bank reasonable and appropriate compensa-
tion for the time required of such directors, and rea-
sonable and appropriate expenses incurred by such 
directors, in connection with service on the board of 
directors, in accordance with resolutions adopted by 
the board of directors and subject to the approval of 
the Director. 
‘‘(2) ANNUAL REPORT BY THE BOARD.—The 
Director shall include, in the annual report sub-
mitted to the Congress pursuant to section 1319B of 
the Federal Housing Enterprises Financial Safety 
and Soundness Act of 1992, information regarding 
the compensation and expenses paid by the Federal 
home loan banks to the directors on the boards of 
directors of the banks.’’. 
(f) TRANSITION RULE.—Any member of the board 
of directors of a Federal Home Loan Bank serving as of 
the effective date under section 1081 may continue to 
serve as a member of such board of directors for the re-
mainder of the term of such office as provided in section 
7 of the Federal Home Loan Bank Act, as in effect before 
such effective date. 
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