178 
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(ii) PAYMENTS
TO
UNDERSECURED 
CREDITORS.—In the case of a claim against 
a covered financial company that is secured 
by any property or other asset of such cov-
ered financial company, the receiver— 
(I) may treat the portion of such 
claim which exceeds an amount equal 
to the fair market value of such prop-
erty or other asset as an unsecured 
claim; and 
(II) may not make any payment 
with respect to such unsecured portion 
of the claim, other than in connection 
with the disposition of all claims of 
unsecured creditors of the covered fi-
nancial company. 
(iii) EXCEPTIONS.—No provision of 
this paragraph shall apply with respect 
to— 
(I) any extension of credit from 
any Federal reserve bank, or the Cor-
poration, to any covered financial 
company; or 
(II) subject to clause (ii), any le-
gally enforceable and perfected security
179 
† HR 4173 PP
interest in the assets of the covered fi-
nancial company securing any such 
extension of credit. 
(E) LEGAL EFFECT OF FILING.— 
(i) 
STATUTE
OF
LIMITATIONS 
TOLLED.—For purposes of any applicable 
statute of limitations, the filing of a claim 
with the receiver shall constitute a com-
mencement of an action. 
(ii) NO
PREJUDICE
TO
OTHER
AC-
TIONS.—Subject to paragraph (8), the filing 
of a claim with the receiver shall not preju-
dice any right of the claimant to continue 
any action which was filed before the date 
of appointment of the receiver for the cov-
ered financial company. 
(4) JUDICIAL DETERMINATION OF CLAIMS.— 
(A) IN GENERAL.—Subject to subparagraph 
(B), a claimant may file suit on a claim (or 
continue an action commenced before the date of 
appointment of the Corporation as receiver) in 
the district or territorial court of the United 
States for the district within which the principal 
place of business of the covered financial com-
180 
† HR 4173 PP
pany is located (and such court shall have juris-
diction to hear such claim). 
(B) TIMING.—A claim under subparagraph 
(A) may be filed before the end of the 60-day pe-
riod beginning on the earlier of— 
(i) the end of the period described in 
paragraph (3)(A)(i) (or, if extended by 
agreement of the Corporation and the 
claimant, the period described in paragraph 
(3)(A)(ii)) with respect to any claim 
against a covered financial company for 
which the Corporation is receiver; or 
(ii) the date of any notice of disallow-
ance of such claim pursuant to paragraph 
(3)(A)(i). 
(C) STATUTE
OF
LIMITATIONS.—If any 
claimant fails to file suit on such claim (or to 
continue an action on such claim commenced be-
fore the date of appointment of the Corporation 
as receiver) prior to the end of the 60-day period 
described in subparagraph (B), the claim shall 
be deemed to be disallowed (other than any por-
tion of such claim which was allowed by the re-
ceiver) as of the end of such period, such dis-
allowance shall be final, and the claimant shall
181 
† HR 4173 PP
have no further rights or remedies with respect 
to such claim. 
(5) EXPEDITED DETERMINATION OF CLAIMS.— 
(A) PROCEDURE REQUIRED.—The Corpora-
tion shall establish a procedure for expedited re-
lief outside of the claims process established 
under paragraph (3), for any claimant that al-
leges— 
(i) the existence of a legally valid and 
enforceable or perfected security interest in 
property of a covered financial company, or 
is an entitlement holder that has obtained 
control of any legally valid and enforceable 
security entitlement in respect of any asset 
held by the covered financial company for 
which the Corporation has been appointed 
receiver; and 
(ii) that irreparable injury will occur 
if the claims procedure established under 
paragraph (3) is followed. 
(B) DETERMINATION PERIOD.—Prior to the 
end of the 90-day period beginning on the date 
on which a claim is filed in accordance with the 
procedures established pursuant to subparagraph 
(A), the Corporation shall—
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† HR 4173 PP
(i) determine— 
(I) whether to allow or disallow 
such claim, or any portion thereof; or 
(II) whether such claim should be 
determined pursuant to the procedures 
established pursuant to paragraph (3); 
(ii) notify the claimant of the deter-
mination; and 
(iii) if the claim is disallowed, provide 
a statement of each reason for the disallow-
ance and the procedure for obtaining a ju-
dicial determination. 
(C) PERIOD
FOR
FILING
OR
RENEWING 
SUIT.—Any claimant who files a request for ex-
pedited relief shall be permitted to file suit (or 
continue a suit filed before the date of appoint-
ment of the Corporation as receiver seeking a de-
termination of the rights of the claimant with re-
spect to such security interest (or such security 
entitlement) after the earlier of— 
(i) the end of the 90-day period begin-
ning on the date of the filing of a request 
for expedited relief; or 
(ii) the date on which the Corporation 
denies the claim or a portion thereof.
183 
† HR 4173 PP
(D) STATUTE OF LIMITATIONS.—If an ac-
tion described in subparagraph (C) is not filed, 
or the motion to renew a previously filed suit is 
not made, before the end of the 30-day period be-
ginning on the date on which such action or mo-
tion may be filed in accordance with subpara-
graph (C), the claim shall be deemed to be dis-
allowed as of the end of such period (other than 
any portion of such claim which was allowed by 
the receiver), such disallowance shall be final, 
and the claimant shall have no further rights or 
remedies with respect to such claim. 
(E) LEGAL EFFECT OF FILING.— 
(i) 
STATUTE
OF
LIMITATIONS 
TOLLED.—For purposes of any applicable 
statute of limitations, the filing of a claim 
with the receiver shall constitute a com-
mencement of an action. 
(ii) NO
PREJUDICE
TO
OTHER
AC-
TIONS.—Subject to paragraph (8), the filing 
of a claim with the receiver shall not preju-
dice any right of the claimant to continue 
any action which was filed before the ap-
pointment of the Corporation as receiver for 
the covered financial company.
184 
† HR 4173 PP
(6) AGREEMENTS
AGAINST
INTEREST
OF
THE 
RECEIVER.—No agreement that tends to diminish or 
defeat the interest of the Corporation as receiver in 
any asset acquired by the receiver under this section 
shall be valid against the receiver, unless such agree-
ment— 
(A) is in writing; 
(B) was executed by an authorized officer or 
representative of the covered financial company, 
or confirmed in the ordinary course of business 
by the covered financial company; and 
(C) has been, since the time of its execution, 
an official record of the company or the party 
claiming under the agreement provides docu-
mentation, acceptable to the receiver, of such 
agreement and its authorized execution or con-
firmation by the covered financial company. 
(7) PAYMENT OF CLAIMS.— 
(A) IN GENERAL.—Subject to subparagraph 
(B), the Corporation as receiver may, in its dis-
cretion and to the extent that funds are avail-
able, pay creditor claims, in such manner and 
amounts as are authorized under this section, 
which are— 
(i) allowed by the receiver;
185 
† HR 4173 PP
(ii) approved by the receiver pursuant 
to a final determination pursuant to para-
graph (3) or (5), as applicable; or 
(iii) determined by the final judgment 
of a court of competent jurisdiction. 
(B) LIMITATION.—A creditor shall, in no 
event, receive less than the amount that the cred-
itor is entitled to receive under paragraphs (2) 
and (3) of subsection (d), as applicable. 
(C) PAYMENT OF DIVIDENDS ON CLAIMS.— 
The Corporation as receiver may, in its sole dis-
cretion, and to the extent otherwise permitted by 
this section, pay dividends on proven claims at 
any time, and no liability shall attach to the 
Corporation as receiver, by reason of any such 
payment or for failure to pay dividends to a 
claimant whose claim is not proved at the time 
of any such payment. 
(D) RULEMAKING BY THE CORPORATION.— 
The Corporation may prescribe such rules, in-
cluding definitions of terms, as the Corporation 
deems appropriate to establish an interest rate 
for or to make payments of post-insolvency inter-
est to creditors holding proven claims against the 
receivership estate of a covered financial com-
186 
† HR 4173 PP
pany, except that no such interest shall be paid 
until the Corporation as receiver has satisfied 
the principal amount of all creditor claims. 
(8) SUSPENSION OF LEGAL ACTIONS.— 
(A) IN GENERAL.—After the appointment of 
the Corporation as receiver for a covered finan-
cial company, the Corporation may request a 
stay in any judicial action or proceeding in 
which such covered financial company is or be-
comes a party, for a period of not to exceed 90 
days. 
(B) GRANT OF STAY BY ALL COURTS RE-
QUIRED.—Upon receipt of a request by the Cor-
poration pursuant to subparagraph (A), the 
court shall grant such stay as to all parties. 
(9) ADDITIONAL RIGHTS AND DUTIES.— 
(A) PRIOR FINAL ADJUDICATION.—The Cor-
poration shall abide by any final, non-appeal-
able judgment of any court of competent jurisdic-
tion that was rendered before the appointment of 
the Corporation as receiver. 
(B) 
RIGHTS
AND
REMEDIES
OF
RE-
CEIVER.—In the event of any appealable judg-
ment, the Corporation as receiver shall—
187 
† HR 4173 PP
(i) have all the rights and remedies 
available to the covered financial company 
(before the date of appointment of the Cor-
poration as receiver under section 202) and 
the Corporation, including removal to Fed-
eral court and all appellate rights; and 
(ii) not be required to post any bond 
in order to pursue such remedies. 
(C) NO ATTACHMENT OR EXECUTION.—No 
attachment or execution may be issued by any 
court upon assets in the possession of the Cor-
poration as receiver for a covered financial com-
pany. 
(D) LIMITATION
ON
JUDICIAL
REVIEW.— 
Except as otherwise provided in this title, no 
court shall have jurisdiction over— 
(i) any claim or action for payment 
from, or any action seeking a determination 
of rights with respect to, the assets of any 
covered financial company for which the 
Corporation has been appointed receiver, 
including any assets which the Corporation 
may acquire from itself as such receiver; or
188 
† HR 4173 PP
(ii) any claim relating to any act or 
omission of such covered financial company 
or the Corporation as receiver. 
(E) DISPOSITION OF ASSETS.—In exercising 
any right, power, privilege, or authority as re-
ceiver in connection with any covered financial 
company for which the Corporation is acting as 
receiver under this section, the Corporation shall, 
to the greatest extent practicable, conduct its op-
erations in a manner that— 
(i) maximizes the net present value re-
turn from the sale or disposition of such as-
sets; 
(ii) minimizes the amount of any loss 
realized in the resolution of cases; 
(iii) mitigates the potential for serious 
adverse effects to the financial system; 
(iv) ensures timely and adequate com-
petition and fair and consistent treatment 
of offerors; and 
(v) prohibits discrimination on the 
basis of race, sex, or ethnic group in the so-
licitation and consideration of offers. 
(10) STATUTE
OF
LIMITATIONS
FOR
ACTIONS 
BROUGHT BY RECEIVER.—
189 
† HR 4173 PP
(A) IN
GENERAL.—Notwithstanding any 
provision of any contract, the applicable statute 
of limitations with regard to any action brought 
by the Corporation as receiver for a covered fi-
nancial company shall be— 
(i) in the case of any contract claim, 
the longer of— 
(I) the 6-year period beginning on 
the date on which the claim accrues; or 
(II) the period applicable under 
State law; and 
(ii) in the case of any tort claim, the 
longer of— 
(I) the 3-year period beginning on 
the date on which the claim accrues; or 
(II) the period applicable under 
State law. 
(B) DATE ON WHICH A CLAIM ACCRUES.— 
For purposes of subparagraph (A), the date on 
which the statute of limitations begins to run on 
any claim described in subparagraph (A) shall 
be the later of— 
(i) the date of the appointment of the 
Corporation as receiver under this title; or
190 
† HR 4173 PP
(ii) the date on which the cause of ac-
tion accrues. 
(C) REVIVAL OF EXPIRED STATE CAUSES OF 
ACTION.— 
(i) IN GENERAL.—In the case of any 
tort claim described in clause (ii) for which 
the applicable statute of limitations under 
State law has expired not more than 5 
years before the date of appointment of the 
Corporation as receiver for a covered finan-
cial company, the Corporation may bring 
an action as receiver on such claim without 
regard to the expiration of the statute of 
limitations. 
(ii) CLAIMS DESCRIBED.—A tort claim 
referred to in clause (i) is a claim arising 
from fraud, intentional misconduct result-
ing in unjust enrichment, or intentional 
misconduct resulting in substantial loss to 
the covered financial company. 
(11) AVOIDABLE TRANSFERS.— 
(A) FRAUDULENT
TRANSFERS.—The Cor-
poration, as receiver for any covered financial 
company, may avoid a transfer of any interest 
of the covered financial company in property, or
191 
† HR 4173 PP
any obligation incurred by the covered financial 
company, that was made or incurred at or with-
in 2 years before the time of commencement, if— 
(i) the covered financial company vol-
untarily or involuntarily— 
(I) made such transfer or incurred 
such obligation with actual intent to 
hinder, delay, or defraud any entity to 
which the covered financial company 
was or became, on or after the date on 
which such transfer was made or such 
obligation was incurred, indebted; or 
(II) received less than a reason-
ably equivalent value in exchange for 
such transferor obligation; and 
(ii) the covered financial company vol-
untarily or involuntarily— 
(I) was insolvent on the date that 
such transfer was made or such obliga-
tion was incurred, or became insolvent 
as a result of such transfer or obliga-
tion; 
(II) was engaged in business or a 
transaction, or was about to engage in 
business or a transaction, for which
192 
† HR 4173 PP
any property remaining with the cov-
ered financial company was an unrea-
sonably small capital; 
(III) intended to incur, or be-
lieved that the covered financial com-
pany would incur, debts that would be 
beyond the ability of the covered finan-
cial company to pay as such debts ma-
tured; or 
(IV) made such transfer to or for 
the benefit of an insider, or incurred 
such obligation to or for the benefit of 
an insider, under an employment con-
tract and not in the ordinary course of 
business. 
(B) PREFERENTIAL TRANSFERS.—The Cor-
poration as receiver for any covered financial 
company may avoid a transfer of an interest of 
the covered financial company in property— 
(i) to or for the benefit of a creditor; 
(ii) for or on account of an antecedent 
debt that was owed by the covered financial 
company before the transfer was made; 
(iii) that was made while the covered 
financial company was insolvent;
193 
† HR 4173 PP
(iv) that was made— 
(I) 90 days or less before the date 
on which the Corporation was ap-
pointed receiver; or 
(II) more than 90 days, but less 
than 1 year before the date on which 
the Corporation was appointed re-
ceiver, if such creditor at the time of 
the transfer was an insider; and 
(v) that enables the creditor to receive 
more than the creditor would receive if— 
(I) the covered financial company 
had been liquidated under chapter 7 of 
the Bankruptcy Code; 
(II) the transfer had not been 
made; and 
(III) the creditor received pay-
ment of such debt to the extent pro-
vided by the provisions of chapter 7 of 
the Bankruptcy Code. 
(C) POST-RECEIVERSHIP TRANSACTIONS.— 
The Corporation as receiver for any covered fi-
nancial company may avoid a transfer of prop-
erty of the receivership that occurred after the 
Corporation was appointed receiver that was not
194 
† HR 4173 PP
authorized under this title by the Corporation as 
receiver. 
(D) RIGHT OF RECOVERY.—To the extent 
that a transfer is avoided under subparagraph 
(A), (B), or (C), the Corporation may recover, 
for the benefit of the covered financial company, 
the property transferred or, if a court so orders, 
the value of such property (at the time of such 
transfer) from— 
(i) the initial transferee of such trans-
fer or the person for whose benefit such 
transfer was made; or 
(ii) any immediate or mediate trans-
feree of any such initial transferee. 
(E) RIGHTS
OF
TRANSFEREE
OR
OBLI-
GEE.—The Corporation may not recover under 
subparagraph (D)(ii) from— 
(i) any transferee that takes for value, 
including in satisfaction of or to secure a 
present or antecedent debt, in good faith, 
and without knowledge of the voidability of 
the transfer avoided; or 
(ii) any immediate or mediate good 
faith transferee of such transferee.
195 
† HR 4173 PP
(F) DEFENSES.—Subject to the other provi-
sions of this title— 
(i) a transferee or obligee from which 
the Corporation seeks to recover a transfer 
or to avoid an obligation under subpara-
graph (A), (B), (C), or (D) shall have the 
same defenses available to a transferee or 
obligee from which a trustee seeks to recover 
a transfer or avoid an obligation under; 
and 
(ii) the authority of the Corporation to 
recover a transfer or avoid an obligation 
shall be subject to subsections (b) and (c) of 
section 546, section 547(c), and section 
548(c) of the Bankruptcy Code. 
(G) RIGHTS
UNDER
THIS
SECTION.—The 
rights of the Corporation as receiver under this 
section shall be superior to any rights of a trust-
ee or any other party (other than a Federal 
agency) under the Bankruptcy Code. 
(H) RULES
OF
CONSTRUCTION; DEFINI-
TIONS.—For purposes of— 
(i) subparagraphs (A) and (B)—
196 
† HR 4173 PP
(I) the term ‘‘insider’’ has the 
same meaning as in section 101(31) of 
the Bankruptcy Code; 
(II) a transfer is made when such 
transfer is so perfected that a bona fide 
purchaser from the covered financial 
company against whom applicable law 
permits such transfer to be perfected 
cannot acquire an interest in the prop-
erty transferred that is superior to the 
interest in such property of the trans-
feree, but if such transfer is not so per-
fected before the date on which the Cor-
poration is appointed as receiver for 
the covered financial company, such 
transfer is made immediately before 
the date of such appointment; and 
(III) the term ‘‘value’’ means 
property, or satisfaction or securing of 
a present or antecedent debt of the cov-
ered financial company, but does not 
include an unperformed promise to 
furnish support to the covered finan-
cial company; and 
(ii) subparagraph (B)—
197 
† HR 4173 PP
(I) the covered financial company 
is presumed to have been insolvent on 
and during the 90-day period imme-
diately preceding the date of appoint-
ment of the Corporation as receiver; 
and 
(II) the term ‘‘insolvent’’ has the 
same meaning as in section 101(32) of 
the Bankruptcy Code. 
(12) SETOFF.— 
(A) GENERALLY.—Except as otherwise pro-
vided in this title, any right of a creditor to off-
set a mutual debt owed by the creditor to any 
covered financial company that arose before the 
Corporation was appointed as receiver for the 
covered financial company against a claim of 
such creditor may be asserted if enforceable 
under applicable noninsolvency law, except to 
the extent that— 
(i) the claim of the creditor against the 
covered financial company is disallowed; 
(ii) the claim was transferred, by an 
entity other than the covered financial com-
pany, to the creditor—
198 
† HR 4173 PP
(I) after the Corporation was ap-
pointed as receiver of the covered fi-
nancial company; or 
(II)(aa) after the 90-day period 
preceding the date on which the Cor-
poration was appointed as receiver for 
the covered financial company; and 
(bb) while the covered financial 
company was insolvent (except for a 
setoff in connection with a qualified fi-
nancial contract); or 
(iii) the debt owed to the covered finan-
cial company was incurred by the covered 
financial company— 
(I) after the 90-day period pre-
ceding the date on which the Corpora-
tion was appointed as receiver for the 
covered financial company; 
(II) while the covered financial 
company was insolvent; and 
(III) for the purpose of obtaining 
a right of setoff against the covered fi-
nancial company (except for a setoff in 
connection with a qualified financial 
contract).
199 
† HR 4173 PP
(B) INSUFFICIENCY.— 
(i) IN GENERAL.—Except with respect 
to a setoff in connection with a qualified fi-
nancial contract, if a creditor offsets a mu-
tual debt owed to the covered financial com-
pany against a claim of the covered finan-
cial company on or within the 90-day pe-
riod preceding the date on which the Cor-
poration is appointed as receiver for the 
covered financial company, the Corporation 
may recover from the creditor the amount so 
offset, to the extent that any insufficiency 
on the date of such setoff is less than the in-
sufficiency on the later of— 
(I) the date that is 90 days before 
the date on which the Corporation is 
appointed as receiver for the covered fi-
nancial company; or 
(II) the first day on which there 
is an insufficiency during the 90-day 
period preceding the date on which the 
Corporation is appointed as receiver 
for the covered financial company. 
(ii) DEFINITION OF INSUFFICIENCY.— 
In this subparagraph, the term ‘‘insuffi-
200 
† HR 4173 PP
ciency’’ means the amount, if any, by which 
a claim against the covered financial com-
pany exceeds a mutual debt owed to the cov-
ered financial company by the holder of 
such claim. 
(C) INSOLVENCY.—The term ‘‘insolvent’’ has 
the same meaning as in section 101(32) of the 
Bankruptcy Code. 
(D) PRESUMPTION
OF
INSOLVENCY.—For 
purposes of this paragraph, the covered financial 
company is presumed to have been insolvent on 
and during the 90-day period preceding the date 
of appointment of the Corporation as receiver. 
(E) LIMITATION.—Nothing in this para-
graph (12) shall be the basis for any right of 
setoff where no such right exists under applicable 
noninsolvency law. 
(F) PRIORITY CLAIM.—Except as otherwise 
provided in this title, the Corporation as receiver 
for the covered financial company may sell or 
transfer any assets free and clear of the setoff 
rights of any party, except that such party shall 
be entitled to a claim, subordinate to the claims 
payable under subparagraphs (A), (B), (C), and 
(D) of subsection (b)(1), but senior to all other
201 
† HR 4173 PP
unsecured 
liabilities 
defined 
in 
subsection 
(b)(1)(E), in an amount equal to the value of 
such setoff rights. 
(13) ATTACHMENT OF ASSETS AND OTHER IN-
JUNCTIVE RELIEF.—Subject to paragraph (14), any 
court of competent jurisdiction may, at the request of 
the Corporation as receiver for a covered financial 
company, issue an order in accordance with Rule 65 
of the Federal Rules of Civil Procedure, including an 
order placing the assets of any person designated by 
the Corporation under the control of the court and 
appointing a trustee to hold such assets. 
(14) STANDARDS.— 
(A) SHOWING.—Rule 65 of the Federal 
Rules of Civil Procedure shall apply with respect 
to any proceeding under paragraph (13), with-
out regard to the requirement that the applicant 
show that the injury, loss, or damage is irrep-
arable and immediate. 
(B) STATE PROCEEDING.—If, in the case of 
any proceeding in a State court, the court deter-
mines that rules of civil procedure available 
under the laws of the State provide substantially 
similar protections of the right of the parties to 
due process as provided under Rule 65 (as modi-
202 
† HR 4173 PP
fied with respect to such proceeding by subpara-
graph (A)), the relief sought by the Corporation 
pursuant to paragraph (14) may be requested 
under the laws of such State. 
(15) TREATMENT
OF
CLAIMS
ARISING
FROM 
BREACH OF CONTRACTS EXECUTED BY THE CORPORA-
TION AS RECEIVER.—Notwithstanding any other pro-
vision of this title, any final and non-appealable 
judgment for monetary damages entered against the 
Corporation as receiver for a covered financial com-
pany for the breach of an agreement executed or ap-
proved by the Corporation after the date of its ap-
pointment shall be paid as an administrative expense 
of the receiver. Nothing in this paragraph shall be 
construed to limit the power of a receiver to exercise 
any rights under contract or law, including to termi-
nate, breach, cancel, or otherwise discontinue such 
agreement. 
(16) ACCOUNTING
AND
RECORDKEEPING
RE-
QUIREMENTS.— 
(A) IN GENERAL.—The Corporation as re-
ceiver for a covered financial company shall, 
consistent with the accounting and reporting 
practices and procedures established by the Cor-
poration, maintain a full accounting of each re-
203 
† HR 4173 PP
ceivership or other disposition of any covered fi-
nancial company. 
(B) ANNUAL
ACCOUNTING
OR
REPORT.— 
With respect to each receivership to which the 
Corporation is appointed, the Corporation shall 
make an annual accounting or report, as appro-
priate, available to the Secretary and the Comp-
troller General of the United States. 
(C) AVAILABILITY OF REPORTS.—Any re-
port prepared pursuant to subparagraph (B) 
and section 203(c)(3) shall be made available to 
the public by the Corporation. 
(D) RECORDKEEPING REQUIREMENT.— 
(i) IN
GENERAL.—The Corporation 
shall prescribe such regulations and estab-
lish such retention schedules as are nec-
essary to maintain the documents and 
records of the Corporation generated in ex-
ercising the authorities of this title and the 
records of a covered financial company for 
which the Corporation is appointed receiver, 
with due regard for— 
(I) the avoidance of duplicative 
record retention; and
204 
† HR 4173 PP
(II) the expected evidentiary needs 
of the Corporation as receiver for a 
covered financial company and the 
public regarding the records of covered 
financial companies. 
(ii) RETENTION OF RECORDS.—Unless 
otherwise required by applicable Federal 
law or court order, the Corporation may 
not, at any time, destroy any records that 
are subject to clause (i). 
(iii) RECORDS DEFINED.—As used in 
this subparagraph, the terms ‘‘records’’ and 
‘‘records of a covered financial company’’ 
mean any document, book, paper, map, 
photograph, microfiche, microfilm, computer 
or electronically-created record generated or 
maintained by the covered financial com-
pany in the course of and necessary to its 
transaction of business. 
(b) PRIORITY
OF
EXPENSES
AND
UNSECURED 
CLAIMS.— 
(1) IN GENERAL.—Unsecured claims against a 
covered financial company, or the Corporation as re-
ceiver for such covered financial company under this
205 
† HR 4173 PP
section, that are proven to the satisfaction of the re-
ceiver shall have priority in the following order: 
(A) Administrative expenses of the receiver. 
(B) Any amounts owed to the United 
States, unless the United States agrees or con-
sents otherwise. 
(C) Wages, salaries, or commissions, includ-
ing vacation, severance, and sick leave pay 
earned by an individual (other than an indi-
vidual described in subparagraph (G)), but only 
to the extent of $11,725 for each individual (as 
indexed for inflation, by regulation of the Cor-
poration) earned not later than 180 days before 
the date of appointment of the Corporation as re-
ceiver. 
(D) Contributions owed to employee benefit 
plans arising from services rendered not later 
than 180 days before the date of appointment of 
the Corporation as receiver, to the extent of the 
number of employees covered by each such plan, 
multiplied by $11,725 (as indexed for inflation, 
by regulation of the Corporation), less the aggre-
gate amount paid to such employees under sub-
paragraph (C), plus the aggregate amount paid
206 
† HR 4173 PP
by the receivership on behalf of such employees to 
any other employee benefit plan. 
(E) Any other general or senior liability of 
the covered financial company (which is not a li-
ability described under subparagraph (F), (G), 
or (H)). 
(F) Any obligation subordinated to general 
creditors (which is not an obligation described 
under subparagraph (G) or (H)). 
(G) Any wages, salaries, or commissions in-
cluding vacation, severance, and sick leave pay 
earned, owed to senior executives and directors of 
the covered financial company. 
(H) Any obligation to shareholders, mem-
bers, general partners, limited partners, or other 
persons, with interests in the equity of the cov-
ered financial company arising as a result of 
their status as shareholders, members, general 
partners, limited partners, or other persons with 
interests in the equity of the covered financial 
company. 
(2) POST-RECEIVERSHIP FINANCING PRIORITY.— 
In the event that the Corporation, as receiver for a 
covered financial company, is unable to obtain unse-
cured credit for the covered financial company from
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commercial sources, the Corporation as receiver may 
obtain credit or incur debt on the part of the covered 
financial company, which shall have priority over 
any or all administrative expenses of the receiver 
under paragraph (1)(A). 
(3) CLAIMS OF THE UNITED STATES.—Unsecured 
claims of the United States shall, at a minimum, 
have a higher priority than liabilities of the covered 
financial company that count as regulatory capital. 
(4) 
CREDITORS
SIMILARLY
SITUATED.—All 
claimants of a covered financial company that are 
similarly situated under paragraph (1) shall be treat-
ed in a similar manner, except that the Corporation 
as receiver may take any action (including making 
payments, subject to subsection (o)(1)(E)(ii)) that 
does not comply with this subsection, if— 
(A) the Corporation determines that such 
action is necessary— 
(i) to maximize the value of the assets 
of the covered financial company; 
(ii) to initiate and continue operations 
essential to implementation of the receiver-
ship or any bridge financial company; 
(iii) to maximize the present value re-
turn from the sale or other disposition of
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the assets of the covered financial company; 
or 
(iv) to minimize the amount of any 
loss realized upon the sale or other disposi-
tion of the assets of the covered financial 
company; and 
(B) all claimants that are similarly situ-
ated under paragraph (1) receive not less than 
the amount provided in paragraphs (2) and (3) 
of subsection (d). 
(5) SECURED CLAIMS UNAFFECTED.—This sec-
tion shall not affect secured claims or security entitle-
ments in respect of assets or property held by the cov-
ered financial company, except to the extent that the 
security is insufficient to satisfy the claim, and then 
only with regard to the difference between the claim 
and the amount realized from the security. 
(6) PRIORITY
OF
EXPENSES
AND
UNSECURED 
CLAIMS IN THE ORDERLY LIQUIDATION OF SIPC MEM-
BER.—Where the Corporation is appointed as receiver 
for a covered broker or dealer, unsecured claims 
against such covered broker or dealer, or the Corpora-
tion as receiver for such covered broker or dealer 
under this section, that are proven to the satisfaction
209 
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of the receiver under section 205(e), shall have the 
priority prescribed in paragraph (1), except that— 
(A) SIPC shall be entitled to recover admin-
istrative expenses incurred in performing its re-
sponsibilities under section 205 on an equal 
basis with the Corporation, in accordance with 
paragraph (1)(A); 
(B) the Corporation shall be entitled to re-
cover any amounts paid to customers or to SIPC 
pursuant to section 205(f), in accordance with 
paragraph (1)(B); 
(C) SIPC shall be entitled to recover any 
amounts paid out of the SIPC Fund to meet its 
obligations under section 205 and under the Se-
curities Investor Protection Act of 1970 (15 
U.S.C. 78aaa et seq.), which claim shall be sub-
ordinate to the claims payable under subpara-
graphs (A) and (B) of paragraph (1), but senior 
to all other claims; and 
(D) the Corporation may, after paying any 
proven claims to customers under section 205 
and the Securities Investor Protection Act of 
1970 (15 U.S.C. 78aaa et seq.), and as provided 
above, pay dividends on other proven claims, in 
its discretion, and to the extent that funds are
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available, in accordance with the priorities set 
forth in paragraph (1). 
(c) PROVISIONS RELATING TO CONTRACTS ENTERED 
INTO BEFORE APPOINTMENT OF RECEIVER.— 
(1) AUTHORITY TO REPUDIATE CONTRACTS.—In 
addition to any other rights that a receiver may have, 
the Corporation as receiver for any covered financial 
company may disaffirm or repudiate any contract or 
lease— 
(A) to which the covered financial company 
is a party; 
(B) the performance of which the Corpora-
tion as receiver, in the discretion of the Corpora-
tion, determines to be burdensome; and 
(C) the disaffirmance or repudiation of 
which the Corporation as receiver determines, in 
the discretion of the Corporation, will promote 
the orderly administration of the affairs of the 
covered financial company. 
(2) TIMING OF REPUDIATION.—The Corporation, 
as receiver for any covered financial company, shall 
determine whether or not to exercise the rights of re-
pudiation under this section within a reasonable pe-
riod of time. 
(3) CLAIMS FOR DAMAGES FOR REPUDIATION.—
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(A) IN GENERAL.—Except as provided in 
paragraphs (4), (5), and (6) and in subpara-
graphs (C), (D), and (E) of this paragraph, the 
liability of the Corporation as receiver for a cov-
ered financial company for the disaffirmance or 
repudiation of any contract pursuant to para-
graph (1) shall be— 
(i) limited to actual direct compen-
satory damages; and 
(ii) determined as of— 
(I) the date of the appointment of 
the Corporation as receiver; or 
(II) in the case of any contract or 
agreement referred to in paragraph 
(8), the date of the disaffirmance or re-
pudiation of such contract or agree-
ment. 
(B) NO LIABILITY FOR OTHER DAMAGES.— 
For purposes of subparagraph (A), the term ‘‘ac-
tual direct compensatory damages’’ does not in-
clude— 
(i) punitive or exemplary damages; 
(ii) damages for lost profits or oppor-
tunity; or 
(iii) damages for pain and suffering.
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(C) MEASURE OF DAMAGES FOR REPUDI-
ATION OF QUALIFIED FINANCIAL CONTRACTS.—In 
the case of any qualified financial contract or 
agreement to which paragraph (8) applies, com-
pensatory damages shall be— 
(i) deemed to include normal and rea-
sonable costs of cover or other reasonable 
measures of damages utilized in the indus-
tries for such contract and agreement 
claims; and 
(ii) paid in accordance with this para-
graph and subsection (d), except as other-
wise specifically provided in this subsection. 
(D) MEASURE OF DAMAGES FOR REPUDI-
ATION
OR
DISAFFIRMANCE
OF
DEBT
OBLIGA-
TION.—In the case of any debt for borrowed 
money or evidenced by a security, actual direct 
compensatory damages shall be no less than the 
amount lent plus accrued interest plus any 
accreted original issue discount as of the date the 
Corporation was appointed receiver of the cov-
ered financial company and, to the extent that 
an allowed secured claim is secured by property 
the value of which is greater than the amount of 
such claim and any accrued interest through the
213 
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date of repudiation or disaffirmance, such ac-
crued interest pursuant to paragraph (1). 
(E) MEASURE OF DAMAGES FOR REPUDI-
ATION OR DISAFFIRMANCE OF CONTINGENT OBLI-
GATION.—In the case of any contingent obliga-
tion of a covered financial company consisting of 
any obligation under a guarantee, letter of cred-
it, loan commitment, or similar credit obliga-
tion, the Corporation may, by rule or regulation, 
prescribe that actual direct compensatory dam-
ages shall be no less than the estimated value of 
the claim as of the date the Corporation was ap-
pointed receiver of the covered financial com-
pany, as such value is measured based on the 
likelihood that such contingent claim would be-
come fixed and the probable magnitude thereof. 
(4) LEASES UNDER WHICH THE COVERED FINAN-
CIAL COMPANY IS THE LESSEE.— 
(A) IN GENERAL.—If the Corporation as re-
ceiver disaffirms or repudiates a lease under 
which the covered financial company is the les-
see, the receiver shall not be liable for any dam-
ages (other than damages determined pursuant 
to subparagraph (B)) for the disaffirmance or re-
pudiation of such lease.
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(B) PAYMENTS OF RENT.—Notwithstanding 
subparagraph (A), the lessor under a lease to 
which subparagraph (A) would otherwise apply 
shall— 
(i) be entitled to the contractual rent 
accruing before the later of the date on 
which— 
(I) the notice of disaffirmance or 
repudiation is mailed; or 
(II) the disaffirmance or repudi-
ation becomes effective, unless the lessor 
is in default or breach of the terms of 
the lease; 
(ii) have no claim for damages under 
any acceleration clause or other penalty 
provision in the lease; and 
(iii) have a claim for any unpaid rent, 
subject to all appropriate offsets and de-
fenses, due as of the date of the appointment 
which shall be paid in accordance with this 
paragraph and subsection (d). 
(5) LEASES UNDER WHICH THE COVERED FINAN-
CIAL COMPANY IS THE LESSOR.— 
(A) IN GENERAL.—If the Corporation as re-
ceiver for a covered financial company repudi-
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ates an unexpired written lease of real property 
of the covered financial company under which 
the covered financial company is the lessor and 
the lessee is not, as of the date of such repudi-
ation, in default, the lessee under such lease may 
either— 
(i) treat the lease as terminated by 
such repudiation; or 
(ii) remain in possession of the lease-
hold interest for the balance of the term of 
the lease, unless the lessee defaults under the 
terms of the lease after the date of such re-
pudiation. 
(B) PROVISIONS
APPLICABLE
TO
LESSEE 
REMAINING IN POSSESSION.—If any lessee under 
a lease described in subparagraph (A) remains 
in possession of a leasehold interest pursuant to 
clause (ii) of subparagraph (A)— 
(i) the lessee— 
(I) shall continue to pay the con-
tractual rent pursuant to the terms of 
the lease after the date of the repudi-
ation of such lease; and 
(II) may offset against any rent 
payment which accrues after the date
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of the repudiation of the lease, any 
damages which accrue after such date 
due to the nonperformance of any obli-
gation of the covered financial com-
pany under the lease after such date; 
and 
(ii) the Corporation as receiver shall 
not be liable to the lessee for any damages 
arising after such date as a result of the re-
pudiation, other than the amount of any 
offset allowed under clause (i)(II). 
(6) CONTRACTS FOR THE SALE OF REAL PROP-
ERTY.— 
(A) IN GENERAL.—If the receiver repudiates 
any contract (which meets the requirements of 
subsection (a)(6)) for the sale of real property, 
and the purchaser of such real property under 
such contract is in possession and is not, as of 
the date of such repudiation, in default, such 
purchaser may either— 
(i) treat the contract as terminated by 
such repudiation; or 
(ii) remain in possession of such real 
property.
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(B) PROVISIONS
APPLICABLE
TO
PUR-
CHASER
REMAINING
IN
POSSESSION.—If any 
purchaser of real property under any contract 
described in subparagraph (A) remains in pos-
session of such property pursuant to clause (ii) 
of subparagraph (A)— 
(i) the purchaser— 
(I) shall continue to make all 
payments due under the contract after 
the date of the repudiation of the con-
tract; and 
(II) may offset against any such 
payments any damages which accrue 
after such date due to the nonperform-
ance (after such date) of any obligation 
of the covered financial company under 
the contract; and 
(ii) the Corporation as receiver shall— 
(I) not be liable to the purchaser 
for any damages arising after such 
date as a result of the repudiation, 
other than the amount of any offset al-
lowed under clause (i)(II);
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(II) deliver title to the purchaser 
in accordance with the provisions of 
the contract; and 
(III) have no obligation under the 
contract other than the performance re-
quired under subclause (II). 
(C) ASSIGNMENT AND SALE ALLOWED.— 
(i) IN GENERAL.—No provision of this 
paragraph shall be construed as limiting 
the right of the Corporation as receiver to 
assign the contract described in subpara-
graph (A) and sell the property, subject to 
the contract and the provisions of this para-
graph. 
(ii) NO LIABILITY AFTER ASSIGNMENT 
AND SALE.—If an assignment and sale de-
scribed in clause (i) is consummated, the 
Corporation as receiver shall have no fur-
ther liability under the contract described 
in subparagraph (A) or with respect to the 
real property which was the subject of such 
contract. 
(7) PROVISIONS APPLICABLE TO SERVICE CON-
TRACTS.—
219 
† HR 4173 PP
(A) SERVICES
PERFORMED
BEFORE
AP-
POINTMENT.—In the case of any contract for 
services between any person and any covered fi-
nancial company for which the Corporation has 
been appointed receiver, any claim of such per-
son for services performed before the date of ap-
pointment shall be— 
(i) a claim to be paid in accordance 
with subsections (a), (b), and (d); and 
(ii) deemed to have arisen as of the 
date on which the receiver was appointed. 
(B) SERVICES PERFORMED AFTER APPOINT-
MENT AND PRIOR TO REPUDIATION.—If, in the 
case of any contract for services described in sub-
paragraph (A), the Corporation as receiver ac-
cepts performance by the other person before 
making any determination to exercise the right 
of repudiation of such contract under this sec-
tion— 
(i) the other party shall be paid under 
the terms of the contract for the services per-
formed; and 
(ii) the amount of such payment shall 
be treated as an administrative expense of 
the receivership.
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(C) ACCEPTANCE OF PERFORMANCE NO BAR 
TO SUBSEQUENT REPUDIATION.—The acceptance 
by the Corporation as receiver for services re-
ferred to in subparagraph (B) in connection 
with a contract described in subparagraph (B) 
shall not affect the right of the Corporation as 
receiver to repudiate such contract under this 
section at any time after such performance. 
(8) 
CERTAIN
QUALIFIED
FINANCIAL
CON-
TRACTS.— 
(A) RIGHTS OF PARTIES TO CONTRACTS.— 
Subject to subsection (a)(8) and paragraphs (9) 
and (10) of this subsection, and notwithstanding 
any other provision of this section, any other 
provision of Federal law, or the law of any 
State, no person shall be stayed or prohibited 
from exercising— 
(i) any right that such person has to 
cause the termination, liquidation, or accel-
eration of any qualified financial contract 
with a covered financial company which 
arises upon the date of appointment of the 
Corporation as receiver for such covered fi-
nancial company at any time after such 
appointment;
221 
† HR 4173 PP
(ii) any right under any security 
agreement or arrangement or other credit 
enhancement related to one or more quali-
fied financial contracts described in clause 
(i); or 
(iii) any right to offset or net out any 
termination value, payment amount, or 
other transfer obligation arising under or in 
connection with 1 or more contracts or 
agreements described in clause (i), includ-
ing any master agreement for such con-
tracts or agreements. 
(B) APPLICABILITY
OF
OTHER
PROVI-
SIONS.—Subsection (a)(8) shall apply in the case 
of any judicial action or proceeding brought 
against the Corporation as receiver referred to in 
subparagraph (A), or the subject covered finan-
cial company, by any party to a contract or 
agreement described in subparagraph (A)(i) with 
such covered financial company. 
(C) 
CERTAIN
TRANSFERS
NOT
AVOID-
ABLE.— 
(i) 
IN
GENERAL.—Notwithstanding 
subsection (a)(11), (a)(12), or (c)(12), sec-
tion 5242 of the Revised Statutes of the
222 
† HR 4173 PP
United States, or any other provision of 
Federal or State law relating to the avoid-
ance of preferential or fraudulent transfers, 
the Corporation, whether acting as the Cor-
poration or as receiver for a covered finan-
cial company, may not avoid any transfer 
of money or other property in connection 
with any qualified financial contract with 
a covered financial company. 
(ii) EXCEPTION FOR CERTAIN TRANS-
FERS.—Clause (i) shall not apply to any 
transfer of money or other property in con-
nection with any qualified financial con-
tract with a covered financial company if 
the transferee had actual intent to hinder, 
delay, or defraud such company, the credi-
tors of such company, or the Corporation as 
receiver appointed for such company. 
(D) CERTAIN CONTRACTS AND AGREEMENTS 
DEFINED.—For purposes of this subsection, the 
following definitions shall apply: 
(i) 
QUALIFIED
FINANCIAL
CON-
TRACT.—The term ‘‘qualified financial con-
tract’’ means any securities contract, com-
modity contract, forward contract, repur-
223 
† HR 4173 PP
chase agreement, swap agreement, and any 
similar agreement that the Corporation de-
termines by regulation, resolution, or order 
to be a qualified financial contract for pur-
poses of this paragraph. 
(ii) SECURITIES CONTRACT.—The term 
‘‘securities contract’’— 
(I) means a contract for the pur-
chase, sale, or loan of a security, a cer-
tificate of deposit, a mortgage loan, 
any interest in a mortgage loan, a 
group or index of securities, certificates 
of deposit, or mortgage loans or inter-
ests therein (including any interest 
therein or based on the value thereof), 
or any option on any of the foregoing, 
including any option to purchase or 
sell any such security, certificate of de-
posit, mortgage loan, interest, group or 
index, or option, and including any re-
purchase or reverse repurchase trans-
action on any such security, certificate 
of deposit, mortgage loan, interest, 
group or index, or option (whether or 
not such repurchase or reverse repur-
224 
† HR 4173 PP
chase transaction is a ‘‘repurchase 
agreement’’, as defined in clause (v)); 
(II) does not include any pur-
chase, sale, or repurchase obligation 
under a participation in a commercial 
mortgage loan unless the Corporation 
determines by regulation, resolution, or 
order to include any such agreement 
within the meaning of such term; 
(III) means any option entered 
into on a national securities exchange 
relating to foreign currencies; 
(IV) means the guarantee (includ-
ing by novation) by or to any securi-
ties clearing agency of any settlement 
of cash, securities, certificates of de-
posit, mortgage loans or interests there-
in, group or index of securities, certifi-
cates of deposit or mortgage loans or 
interests therein (including any inter-
est therein or based on the value there-
of) or an option on any of the fore-
going, including any option to pur-
chase or sell any such security, certifi-
cate of deposit, mortgage loan, interest,
225 
† HR 4173 PP
group or index, or option (whether or 
not such settlement is in connection 
with any agreement or transaction re-
ferred to in subclauses (I) through 
(XII) (other than subclause (II))); 
(V) means any margin loan; 
(VI) means any extension of cred-
it for the clearance or settlement of se-
curities transactions; 
(VII) means any loan transaction 
coupled with a securities collar trans-
action, any prepaid securities forward 
transaction, or any total return swap 
transaction coupled with a securities 
sale transaction; 
(VIII) means any other agreement 
or transaction that is similar to any 
agreement or transaction referred to in 
this clause; 
(IX) means any combination of 
the agreements or transactions referred 
to in this clause; 
(X) means any option to enter 
into any agreement or transaction re-
ferred to in this clause;
226 
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(XI) means a master agreement 
that provides for an agreement or 
transaction referred to in any of sub-
clauses (I) through (X), other than sub-
clause (II), together with all supple-
ments to any such master agreement, 
without regard to whether the master 
agreement provides for an agreement 
or transaction that is not a securities 
contract under this clause, except that 
the master agreement shall be consid-
ered to be a securities contract under 
this clause only with respect to each 
agreement or transaction under the 
master agreement that is referred to in 
any of subclauses (I) through (X), other 
than subclause (II); and 
(XII) means any security agree-
ment or arrangement or other credit 
enhancement related to any agreement 
or transaction referred to in this 
clause, including any guarantee or re-
imbursement obligation in connection 
with any agreement or transaction re-
ferred to in this clause.
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† HR 4173 PP
(iii) 
COMMODITY
CONTRACT.—The 
term ‘‘commodity contract’’ means— 
(I) with respect to a futures com-
mission merchant, a contract for the 
purchase or sale of a commodity for fu-
ture delivery on, or subject to the rules 
of, a contract market or board of trade; 
(II) with respect to a foreign fu-
tures commission merchant, a foreign 
future; 
(III) with respect to a leverage 
transaction merchant, a leverage trans-
action; 
(IV) with respect to a clearing or-
ganization, a contract for the purchase 
or sale of a commodity for future deliv-
ery on, or subject to the rules of, a con-
tract market or board of trade that is 
cleared by such clearing organization, 
or commodity option traded on, or sub-
ject to the rules of, a contract market 
or board of trade that is cleared by 
such clearing organization; 
(V) with respect to a commodity 
options dealer, a commodity option;
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† HR 4173 PP
(VI) any other agreement or 
transaction that is similar to any 
agreement or transaction referred to in 
this clause; 
(VII) any combination of the 
agreements or transactions referred to 
in this clause; 
(VIII) any option to enter into 
any agreement or transaction referred 
to in this clause; 
(IX) a master agreement that pro-
vides for an agreement or transaction 
referred to in any of subclauses (I) 
through (VIII), together with all sup-
plements to any such master agree-
ment, without regard to whether the 
master agreement provides for an 
agreement or transaction that is not a 
commodity contract under this clause, 
except that the master agreement shall 
be considered to be a commodity con-
tract under this clause only with re-
spect to each agreement or transaction 
under the master agreement that is re-
229 
† HR 4173 PP
ferred to in any of subclauses (I) 
through (VIII); or 
(X) any security agreement or ar-
rangement or other credit enhancement 
related to any agreement or trans-
action referred to in this clause, in-
cluding any guarantee or reimburse-
ment obligation in connection with 
any agreement or transaction referred 
to in this clause. 
(iv) FORWARD
CONTRACT.—The term 
‘‘forward contract’’ means— 
(I) a contract (other than a com-
modity contract) for the purchase, sale, 
or transfer of a commodity or any 
similar good, article, service, right, or 
interest which is presently or in the fu-
ture becomes the subject of dealing in 
the forward contract trade, or product 
or byproduct thereof, with a maturity 
date that is more than 10 days after 
the date on which the contract is en-
tered into, including a repurchase or 
reverse repurchase transaction (whether 
or not such repurchase or reverse re-
230 
† HR 4173 PP
purchase transaction is a ‘‘repurchase 
agreement’’, as defined in clause (v)), 
consignment, lease, swap, hedge trans-
action, deposit, loan, option, allocated 
transaction, unallocated transaction, 
or any other similar agreement; 
(II) any combination of agree-
ments or transactions referred to in 
subclauses (I) and (III); 
(III) any option to enter into any 
agreement or transaction referred to in 
subclause (I) or (II); 
(IV) a master agreement that pro-
vides for an agreement or transaction 
referred to in subclause (I), (II), or 
(III), together with all supplements to 
any such master agreement, without 
regard to whether the master agreement 
provides for an agreement or trans-
action that is not a forward contract 
under this clause, except that the mas-
ter agreement shall be considered to be 
a forward contract under this clause 
only with respect to each agreement or 
transaction under the master agree-
231 
† HR 4173 PP
ment that is referred to in subclause 
(I), (II), or (III); or 
(V) any security agreement or ar-
rangement or other credit enhancement 
related to any agreement or trans-
action referred to in subclause (I), (II), 
(III), or (IV), including any guarantee 
or reimbursement obligation in connec-
tion with any agreement or trans-
action referred to in any such sub-
clause. 
(v) REPURCHASE
AGREEMENT.—The 
term ‘‘repurchase agreement’’ (which defini-
tion also applies to a reverse repurchase 
agreement)— 
(I) means an agreement, includ-
ing related terms, which provides for 
the transfer of one or more certificates 
of deposit, mortgage related securities 
(as such term is defined in section 3 of 
the Securities Exchange Act of 1934), 
mortgage loans, interests in mortgage- 
related securities or mortgage loans, el-
igible bankers’ acceptances, qualified 
foreign government securities (which,
232 
† HR 4173 PP
for purposes of this clause, means a se-
curity that is a direct obligation of, or 
that is fully guaranteed by, the central 
government of a member of the Organi-
zation for Economic Cooperation and 
Development, as determined by regula-
tion or order adopted by the Board of 
Governors), or securities that are direct 
obligations of, or that are fully guaran-
teed by, the United States or any agen-
cy of the United States against the 
transfer of funds by the transferee of 
such certificates of deposit, eligible 
bankers’ acceptances, securities, mort-
gage loans, or interests with a simulta-
neous agreement by such transferee to 
transfer to the transferor thereof certifi-
cates of deposit, eligible bankers’ ac-
ceptances, securities, mortgage loans, 
or interests as described above, at a 
date certain not later than 1 year after 
such transfers or on demand, against 
the transfer of funds, or any other 
similar agreement;
233 
† HR 4173 PP
(II) does not include any repur-
chase obligation under a participation 
in a commercial mortgage loan, unless 
the Corporation determines, by regula-
tion, resolution, or order to include 
any such participation within the 
meaning of such term; 
(III) means any combination of 
agreements or transactions referred to 
in subclauses (I) and (IV); 
(IV) means any option to enter 
into any agreement or transaction re-
ferred to in subclause (I) or (III); 
(V) means a master agreement 
that provides for an agreement or 
transaction referred to in subclause (I), 
(III), or (IV), together with all supple-
ments to any such master agreement, 
without regard to whether the master 
agreement provides for an agreement 
or transaction that is not a repurchase 
agreement under this clause, except 
that the master agreement shall be con-
sidered to be a repurchase agreement 
under this subclause only with respect
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† HR 4173 PP
to each agreement or transaction under 
the master agreement that is referred to 
in subclause (I), (III), or (IV); and 
(VI) means any security agree-
ment or arrangement or other credit 
enhancement related to any agreement 
or transaction referred to in subclause 
(I), (III), (IV), or (V), including any 
guarantee or reimbursement obligation 
in connection with any agreement or 
transaction referred to in any such 
subclause. 
(vi) SWAP
AGREEMENT.—The term 
‘‘swap agreement’’ means— 
(I) any agreement, including the 
terms and conditions incorporated by 
reference in any such agreement, which 
is an interest rate swap, option, future, 
or forward agreement, including a rate 
floor, rate cap, rate collar, cross-cur-
rency rate swap, and basis swap; a 
spot, same day-tomorrow, tomorrow- 
next, forward, or other foreign ex-
change, precious metals, or other com-
modity agreement; a currency swap,
235 
† HR 4173 PP
option, future, or forward agreement; 
an equity index or equity swap, op-
tion, future, or forward agreement; a 
debt index or debt swap, option, future, 
or forward agreement; a total return, 
credit spread or credit swap, option, 
future, or forward agreement; a com-
modity index or commodity swap, op-
tion, future, or forward agreement; 
weather swap, option, future, or for-
ward agreement; an emissions swap, 
option, future, or forward agreement; 
or an inflation swap, option, future, or 
forward agreement; 
(II) any agreement or transaction 
that is similar to any other agreement 
or transaction referred to in this clause 
and that is of a type that has been, is 
presently, or in the future becomes, the 
subject of recurrent dealings in the 
swap or other derivatives markets (in-
cluding terms and conditions incor-
porated by reference in such agree-
ment) and that is a forward, swap, fu-
ture, option, or spot transaction on one
236 
† HR 4173 PP
or more rates, currencies, commodities, 
equity securities or other equity instru-
ments, debt securities or other debt in-
struments, quantitative measures asso-
ciated with an occurrence, extent of an 
occurrence, or contingency associated 
with a financial, commercial, or eco-
nomic consequence, or economic or fi-
nancial indices or measures of eco-
nomic or financial risk or value; 
(III) any combination of agree-
ments or transactions referred to in 
this clause; 
(IV) any option to enter into any 
agreement or transaction referred to in 
this clause; 
(V) a master agreement that pro-
vides for an agreement or transaction 
referred to in subclause (I), (II), (III), 
or (IV), together with all supplements 
to any such master agreement, without 
regard to whether the master agreement 
contains an agreement or transaction 
that is not a swap agreement under 
this clause, except that the master
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agreement shall be considered to be a 
swap agreement under this clause only 
with respect to each agreement or 
transaction under the master agree-
ment that is referred to in subclause 
(I), (II), (III), or (IV); and 
(VI) any security agreement or 
arrangement or other credit enhance-
ment related to any agreement or 
transaction referred to in any of 
clauses (I) through (V), including any 
guarantee or reimbursement obligation 
in connection with any agreement or 
transaction referred to in any such 
clause. 
(vii) DEFINITIONS
RELATING
TO
DE-
FAULT.—When used in this paragraph and 
paragraph (10)— 
(I) the term ‘‘default’’ means, 
with respect to a covered financial 
company, any adjudication or other of-
ficial decision by any court of com-
petent jurisdiction, or other public au-
thority pursuant to which the Corpora-
tion has been appointed receiver; and
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† HR 4173 PP
(II) the term ‘‘in danger of de-
fault’’ means a covered financial com-
pany with respect to which the Cor-
poration or appropriate State author-
ity has determined that— 
(aa) in the opinion of the 
Corporation or such authority— 
(AA) the covered finan-
cial company is not likely to 
be able to pay its obligations 
in the normal course of busi-
ness; and 
(BB) there is no reason-
able prospect that the covered 
financial company will be 
able to pay such obligations 
without Federal assistance; 
or 
(bb) in the opinion of the 
Corporation or such authority— 
(AA) the covered finan-
cial company has incurred or 
is likely to incur losses that 
will deplete all or substan-
tially all of its capital; and
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† HR 4173 PP
(BB) there is no reason-
able prospect that the capital 
will be replenished without 
Federal assistance. 
(viii) TREATMENT OF MASTER AGREE-
MENT
AS
ONE
AGREEMENT.—Any master 
agreement for any contract or agreement de-
scribed in any of clauses (i) through (vi) (or 
any master agreement for such master 
agreement or agreements), together with all 
supplements to such master agreement, shall 
be treated as a single agreement and a sin-
gle qualified financial contact. If a master 
agreement contains provisions relating to 
agreements or transactions that are not 
themselves qualified financial contracts, the 
master agreement shall be deemed to be a 
qualified financial contract only with re-
spect to those transactions that are them-
selves qualified financial contracts. 
(ix) TRANSFER.—The term ‘‘transfer’’ 
means every mode, direct or indirect, abso-
lute or conditional, voluntary or involun-
tary, of disposing of or parting with prop-
erty or with an interest in property, includ-
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† HR 4173 PP
ing retention of title as a security interest 
and foreclosure of the equity of redemption 
of the covered financial company. 
(x) PERSON.—The term ‘‘person’’ in-
cludes any governmental entity in addition 
to any entity included in the definition of 
such term in section 1, title 1, United 
States Code. 
(E) CLARIFICATION.—No provision of law 
shall be construed as limiting the right or power 
of the Corporation, or authorizing any court or 
agency to limit or delay, in any manner, the 
right or power of the Corporation to transfer any 
qualified financial contract in accordance with 
paragraphs (9) and (10) of this subsection or to 
disaffirm or repudiate any such contract in ac-
cordance with subsection (c)(1). 
(F) WALKAWAY CLAUSES NOT EFFECTIVE.— 
(i) IN GENERAL.—Notwithstanding the 
provisions of subparagraph (A) of this 
paragraph and sections 403 and 404 of the 
Federal Deposit Insurance Corporation Im-
provement Act of 1991, no walkaway clause 
shall be enforceable in a qualified financial
241 
† HR 4173 PP
contract of a covered financial company in 
default. 
(ii) LIMITED SUSPENSION OF CERTAIN 
OBLIGATIONS.—In the case of a qualified fi-
nancial contract referred to in clause (i), 
any payment or delivery obligations other-
wise due from a party pursuant to the 
qualified financial contract shall be sus-
pended from the time at which the Corpora-
tion is appointed as receiver until the ear-
lier of— 
(I) the time at which such party 
receives notice that such contract has 
been transferred pursuant to para-
graph (10)(A); or 
(II) 5:00 p.m. (eastern time) on 
the 3rd business day following the date 
of the appointment of the Corporation 
as receiver. 
(iii) WALKAWAY
CLAUSE
DEFINED.— 
For purposes of this subparagraph, the term 
‘‘walkaway clause’’ means any provision in 
a qualified financial contract that suspends, 
conditions, or extinguishes a payment obli-
gation of a party, in whole or in part, or
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† HR 4173 PP
does not create a payment obligation of a 
party that would otherwise exist, solely be-
cause of the status of such party as a non-
defaulting party in connection with the in-
solvency of a covered financial company 
that is a party to the contract or the ap-
pointment of or the exercise of rights or 
powers by the Corporation as receiver for 
such covered financial company, and not as 
a result of the exercise by a party of any 
right to offset, setoff, or net obligations that 
exist under the contract, any other contract 
between those parties, or applicable law. 
(iv) CERTAIN OBLIGATIONS TO CLEAR-
ING ORGANIZATIONS.—In the event that the 
Corporation has been appointed as receiver 
for a covered financial company which is a 
party to any qualified financial contract 
cleared by or subject to the rules of a clear-
ing organization (as defined in subsection 
(c)(9)(D)), the receiver shall use its best ef-
forts to meet all margin, collateral, and set-
tlement obligations of the covered financial 
company that arise under qualified finan-
cial contracts (other than any margin, col-
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† HR 4173 PP
lateral, or settlement obligation that is not 
enforceable against the receiver under para-
graph (8)(F)(i) or paragraph (10)(B)), as 
required by the rules of the clearing organi-
zation when due, and such obligations shall 
not be suspended pursuant to paragraph 
(8)(F)(ii). 
Notwithstanding 
paragraph 
(8)(F)(ii) or (10)(B), if the receiver fails to 
satisfy any such margin, collateral, or set-
tlement obligations under the rules of the 
clearing organization, the clearing organi-
zation shall have the immediate right to ex-
ercise, and shall not be stayed from exer-
cising, all of its rights and remedies under 
its rules and applicable law with respect to 
any qualified financial contract of the cov-
ered financial company, including, without 
limitation, the right to liquidate all posi-
tions and collateral of such covered finan-
cial company under the company’s qualified 
financial contracts, and suspend or cease to 
act for such covered financial company, all 
in accordance with the rules of the clearing 
organization. 
(G) RECORDKEEPING.—
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† HR 4173 PP
(i) JOINT RULEMAKING.—The Federal 
primary financial regulatory agencies shall 
jointly prescribe regulations requiring that 
financial companies maintain such records 
with respect to qualified financial contracts 
(including market valuations) that the Fed-
eral primary financial regulatory agencies 
determine to be necessary or appropriate in 
order to assist the Corporation as receiver 
for a covered financial company in being 
able to exercise its rights and fulfill its obli-
gations under this paragraph or paragraph 
(9) or (10). 
(ii) TIMEFRAME.—The Federal pri-
mary financial regulatory agencies shall 
prescribe joint final or interim final regula-
tions not later than 24 months after the 
date of enactment of this Act. 
(iii) BACK-UP RULEMAKING AUTHOR-
ITY.—If the Federal primary financial reg-
ulatory agencies do not prescribe joint final 
or interim final regulations within the time 
frame in clause (ii), the Chairperson of the 
Council shall prescribe, in consultation with
245 
† HR 4173 PP
the Corporation, the regulations required by 
clause (i). 
(iv) CATEGORIZATION AND TIERING.— 
The joint regulations prescribed under 
clause (i) shall, as appropriate, differentiate 
among financial companies by taking into 
consideration their size, risk, complexity, le-
verage, frequency and dollar amount of 
qualified financial contracts, interconnect-
edness to the financial system, and any 
other factors deemed appropriate. 
(9) TRANSFER OF QUALIFIED FINANCIAL CON-
TRACTS.— 
(A) IN GENERAL.—In making any transfer 
of assets or liabilities of a covered financial com-
pany in default, which includes any qualified fi-
nancial contract, the Corporation as receiver for 
such covered financial company shall either— 
(i) transfer to one financial institu-
tion, other than a financial institution for 
which a conservator, receiver, trustee in 
bankruptcy, or other legal custodian has 
been appointed or which is otherwise the 
subject of a bankruptcy or insolvency pro-
ceeding—
246 
† HR 4173 PP
(I) all qualified financial con-
tracts between any person or any affil-
iate of such person and the covered fi-
nancial company in default; 
(II) all claims of such person or 
any affiliate of such person against 
such covered financial company under 
any such contract (other than any 
claim which, under the terms of any 
such contract, is subordinated to the 
claims of general unsecured creditors of 
such company); 
(III) all claims of such covered fi-
nancial company against such person 
or any affiliate of such person under 
any such contract; and 
(IV) all property securing or any 
other credit enhancement for any con-
tract described in subclause (I) or any 
claim described in subclause (II) or 
(III) under any such contract; or 
(ii) transfer none of the qualified fi-
nancial contracts, claims, property or other 
credit enhancement referred to in clause (i)
247 
† HR 4173 PP
(with respect to such person and any affil-
iate of such person). 
(B) TRANSFER TO FOREIGN BANK, FINAN-
CIAL
INSTITUTION, 
OR
BRANCH
OR
AGENCY 
THEREOF.—In transferring any qualified finan-
cial contracts and related claims and property 
under subparagraph (A)(i), the Corporation as 
receiver for the covered financial company shall 
not make such transfer to a foreign bank, finan-
cial institution organized under the laws of a 
foreign country, or a branch or agency of a for-
eign bank or financial institution unless, under 
the law applicable to such bank, financial insti-
tution, branch or agency, to the qualified finan-
cial contracts, and to any netting contract, any 
security agreement or arrangement or other cred-
it enhancement related to one or more qualified 
financial contracts, the contractual rights of the 
parties to such qualified financial contracts, net-
ting contracts, security agreements or arrange-
ments, or other credit enhancements are enforce-
able substantially to the same extent as per-
mitted under this section. 
(C) TRANSFER OF CONTRACTS SUBJECT TO 
THE RULES OF A CLEARING ORGANIZATION.—In
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† HR 4173 PP
the event that the Corporation as receiver for a 
financial institution transfers any qualified fi-
nancial contract and related claims, property, or 
credit enhancement pursuant to subparagraph 
(A)(i) and such contract is cleared by or subject 
to the rules of a clearing organization, the clear-
ing organization shall not be required to accept 
the transferee as a member by virtue of the 
transfer. 
(D) DEFINITIONS.—For purposes of this 
paragraph— 
(i) the term ‘‘financial institution’’ 
means a broker or dealer, a depository in-
stitution, a futures commission merchant, a 
bridge financial company, or any other in-
stitution determined by the Corporation, by 
regulation, to be a financial institution; 
and 
(ii) the term ‘‘clearing organization’’ 
has the same meaning as in section 402 of 
the Federal Deposit Insurance Corporation 
Improvement Act of 1991. 
(10) NOTIFICATION OF TRANSFER.— 
(A) IN GENERAL.—
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† HR 4173 PP
(i) NOTICE.—The Corporation shall 
provide notice in accordance with clause 
(ii), if— 
(I) the Corporation as receiver for 
a covered financial company in default 
or in danger of default transfers any 
assets or liabilities of the covered fi-
nancial company; and 
(II) the transfer includes any 
qualified financial contract. 
(ii) TIMING.—The Corporation as re-
ceiver for a covered financial company shall 
notify any person who is a party to any 
contract described in clause (i) of such 
transfer not later than 5:00 p.m. (eastern 
time) on the 3rd business day following the 
date of the appointment of the Corporation 
as receiver. 
(B) CERTAIN RIGHTS NOT ENFORCEABLE.— 
(i) RECEIVERSHIP.—A person who is a 
party to a qualified financial contract with 
a covered financial company may not exer-
cise any right that such person has to ter-
minate, liquidate, or net such contract 
under paragraph (8)(A) solely by reason of
250 
† HR 4173 PP
or incidental to the appointment under this 
section of the Corporation as receiver for the 
covered financial company (or the insol-
vency or financial condition of the covered 
financial company for which the Corpora-
tion has been appointed as receiver)— 
(I) until 5:00 p.m. (eastern time) 
on the 3rd business day following the 
date of the appointment; or 
(II) after the person has received 
notice that the contract has been trans-
ferred pursuant to paragraph (9)(A). 
(ii) NOTICE.—For purposes of this 
paragraph, the Corporation as receiver for a 
covered financial company shall be deemed 
to have notified a person who is a party to 
a qualified financial contract with such cov-
ered financial company, if the Corporation 
has taken steps reasonably calculated to 
provide notice to such person by the time 
specified in subparagraph (A). 
(C) TREATMENT
OF
BRIDGE
FINANCIAL 
COMPANY.—For purposes of paragraph (9), a 
bridge financial company shall not be considered 
to be a covered financial company for which a
251 
† HR 4173 PP
conservator, receiver, trustee in bankruptcy, or 
other legal custodian has been appointed, or 
which is otherwise the subject of a bankruptcy or 
insolvency proceeding. 
(D) BUSINESS
DAY
DEFINED.—For pur-
poses of this paragraph, the term ‘‘business day’’ 
means any day other than any Saturday, Sun-
day, or any day on which either the New York 
Stock Exchange or the Federal Reserve Bank of 
New York is closed. 
(11) 
DISAFFIRMANCE
OR
REPUDIATION
OF 
QUALIFIED FINANCIAL CONTRACTS.—In exercising the 
rights of disaffirmance or repudiation of the Corpora-
tion as receiver with respect to any qualified finan-
cial contract to which a covered financial company is 
a party, the Corporation shall either— 
(A) disaffirm or repudiate all qualified fi-
nancial contracts between— 
(i) any person or any affiliate of such 
person; and 
(ii) the covered financial company in 
default; or 
(B) disaffirm or repudiate none of the 
qualified financial contracts referred to in sub-
252 
† HR 4173 PP
paragraph (A) (with respect to such person or 
any affiliate of such person). 
(12) CERTAIN SECURITY AND CUSTOMER INTER-
ESTS
NOT
AVOIDABLE.—No provision of this sub-
section shall be construed as permitting the avoidance 
of any— 
(A) legally enforceable or perfected security 
interest in any of the assets of any covered fi-
nancial company, except in accordance with sub-
section (a)(11); or 
(B) legally enforceable interest in customer 
property, security entitlements in respect of as-
sets or property held by the covered financial 
company for any security entitlement holder. 
(13) AUTHORITY TO ENFORCE CONTRACTS.— 
(A) IN GENERAL.—The Corporation, as re-
ceiver for a covered financial company, may en-
force any contract, other than a liability insur-
ance contract of a director or officer, a financial 
institution bond entered into by the covered fi-
nancial company, notwithstanding any provi-
sion of the contract providing for termination, 
default, acceleration, or exercise of rights upon, 
or solely by reason of, insolvency, the appoint-
ment of or the exercise of rights or powers by the
253 
† HR 4173 PP
Corporation as receiver, the filing of the petition 
pursuant to section 202(a)(1), or the issuance of 
the recommendations or determination, or any 
actions or events occurring in connection there-
with or as a result thereof, pursuant to section 
203. 
(B) CERTAIN RIGHTS NOT AFFECTED.—No 
provision of this paragraph may be construed as 
impairing or affecting any right of the Corpora-
tion as receiver to enforce or recover under a li-
ability insurance contract of a director or officer 
or financial institution bond under other appli-
cable law. 
(C) CONSENT
REQUIREMENT
AND
IPSO 
FACTO CLAUSES.— 
(i) IN GENERAL.—Except as otherwise 
provided by this section, no person may ex-
ercise any right or power to terminate, ac-
celerate, or declare a default under any con-
tract to which the covered financial com-
pany is a party (and no provision in any 
such contract providing for such default, 
termination, or acceleration shall be en-
forceable), or to obtain possession of or exer-
cise control over any property of the covered
254 
† HR 4173 PP
financial company or affect any contractual 
rights of the covered financial company, 
without the consent of the Corporation as 
receiver for the covered financial company 
during the 90 day period beginning from 
the appointment of the Corporation as re-
ceiver. 
(ii) EXCEPTIONS.—No provision of this 
subparagraph shall apply to a director or 
officer liability insurance contract or a fi-
nancial institution bond, to the rights of 
parties to certain qualified financial con-
tracts pursuant to paragraph (8), or to the 
rights of parties to netting contracts pursu-
ant to subtitle A of title IV of the Federal 
Deposit Insurance Corporation Improve-
ment Act of 1991 (12 U.S.C. 4401 et seq.), 
or shall be construed as permitting the Cor-
poration as receiver to fail to comply with 
otherwise enforceable provisions of such con-
tract. 
(D) CONTRACTS TO EXTEND CREDIT.—Not-
withstanding any other provision in this title, if 
the Corporation as receiver enforces any contract 
to extend credit to the covered financial company
255 
† HR 4173 PP
or bridge financial company, any valid and en-
forceable obligation to repay such debt shall be 
paid by the Corporation as receiver, as an ad-
ministrative expense of the receivership. 
(14) EXCEPTION FOR FEDERAL RESERVE BANKS 
AND CORPORATION SECURITY INTEREST.—No provi-
sion of this subsection shall apply with respect to— 
(A) any extension of credit from any Fed-
eral reserve bank or the Corporation to any cov-
ered financial company; or 
(B) any security interest in the assets of the 
covered financial company securing any such ex-
tension of credit. 
(15) SAVINGS CLAUSE.—The meanings of terms 
used in this subsection are applicable for purposes of 
this subsection only, and shall not be construed or ap-
plied so as to challenge or affect the characterization, 
definition, or treatment of any similar terms under 
any other statute, regulation, or rule, including the 
Gramm-Leach-Bliley Act, the Legal Certainty for 
Bank Products Act of 2000, the securities laws (as 
that term is defined in section 3(a)(47) of the Securi-
ties Exchange Act of 1934), and the Commodity Ex-
change Act.
256 
† HR 4173 PP
(16) ENFORCEMENT OF CONTRACTS GUARANTEED 
BY THE COVERED FINANCIAL COMPANY.— 
(A) IN GENERAL.—The Corporation, as re-
ceiver for a covered financial company or as re-
ceiver for a subsidiary of a covered financial 
company (including an insured depository insti-
tution) shall have the power to enforce contracts 
of subsidiaries or affiliates of the covered finan-
cial company, the obligations under which are 
guaranteed or otherwise supported by or linked 
to the covered financial company, notwith-
standing any contractual right to cause the ter-
mination, liquidation, or acceleration of such 
contracts based solely on the insolvency, finan-
cial condition, or receivership of the covered fi-
nancial company, if— 
(i) such guaranty or other support and 
all related assets and liabilities are trans-
ferred to and assumed by a bridge financial 
company or a third party (other than a 
third party for which a conservator, re-
ceiver, trustee in bankruptcy, or other legal 
custodian has been appointed, or which is 
otherwise the subject of a bankruptcy or in-
solvency proceeding) within the same period
257 
† HR 4173 PP
of time as the Corporation is entitled to 
transfer the qualified financial contracts of 
such covered financial company; or 
(ii) the Corporation, as receiver, other-
wise provides adequate protection with re-
spect to such obligations. 
(B) RULE
OF
CONSTRUCTION.—For pur-
poses of this paragraph, a bridge financial com-
pany shall not be considered to be a third party 
for which a conservator, receiver, trustee in 
bankruptcy, or other legal custodian has been ap-
pointed, or which is otherwise the subject of a 
bankruptcy or insolvency proceeding. 
(d) VALUATION OF CLAIMS IN DEFAULT.— 
(1) IN
GENERAL.—Notwithstanding any other 
provision of Federal law or the law of any State, and 
regardless of the method utilized by the Corporation 
for a covered financial company, including trans-
actions authorized under subsection (h), this sub-
section shall govern the rights of the creditors of any 
such covered financial company. 
(2) MAXIMUM LIABILITY.—The maximum liabil-
ity of the Corporation, acting as receiver for a covered 
financial company or in any other capacity, to any 
person having a claim against the Corporation as re-
258 
† HR 4173 PP
ceiver or the covered financial company for which the 
Corporation is appointed shall equal the amount that 
such claimant would have received if— 
(A) the Corporation had not been appointed 
receiver with respect to the covered financial 
company; and 
(B) the covered financial company had been 
liquidated under chapter 7 of the Bankruptcy 
Code, or any similar provision of State insol-
vency law applicable to the covered financial 
company. 
(3) SPECIAL PROVISION FOR ORDERLY LIQUIDA-
TION BY SIPC.—The maximum liability of the Cor-
poration, acting as receiver or in its corporate capac-
ity for any covered broker or dealer to any customer 
of such covered broker or dealer, with respect to cus-
tomer property of such customer, shall be— 
(A) equal to the amount that such customer 
would have received with respect to such cus-
tomer property in a case initiated by SIPC 
under the Securities Investor Protection Act of 
1970 (15 U.S.C. 78aaa et seq.); and 
(B) determined as of the close of business on 
the date on which the Corporation is appointed 
as receiver.
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† HR 4173 PP
(4) ADDITIONAL PAYMENTS AUTHORIZED.— 
(A) IN
GENERAL.—Subject to subsection 
(o)(1)(E)(ii), the Corporation, with the approval 
of the Secretary, may make additional payments 
or credit additional amounts to or with respect 
to or for the account of any claimant or category 
of claimants of the covered financial company, if 
the Corporation determines that such payments 
or credits are necessary or appropriate to mini-
mize losses to the Corporation as receiver from 
the orderly liquidation of the covered financial 
company under this section. 
(B) LIMITATIONS.— 
(i) PROHIBITION.—The Corporation 
shall not make any payments or credit 
amounts to any claimant or category of 
claimants that would result in any claim-
ant receiving more than the face value 
amount of any claim that is proven to the 
satisfaction of the Corporation. 
(ii) NO OBLIGATION.—Notwithstanding 
any other provision of Federal or State law, 
or the Constitution of any State, the Cor-
poration shall not be obligated, as a result 
of having made any payment under sub-
260 
† HR 4173 PP
paragraph (A) or credited any amount de-
scribed in subparagraph (A) to or with re-
spect to, or for the account, of any claimant 
or category of claimants, to make payments 
to any other claimant or category of claim-
ants. 
(C) MANNER OF PAYMENT.—The Corpora-
tion may make payments or credit amounts 
under subparagraph (A) directly to the claim-
ants or may make such payments or credit such 
amounts to a company other than a covered fi-
nancial company or a bridge financial company 
established with respect thereto in order to in-
duce such other company to accept liability for 
such claims. 
(e) LIMITATION ON COURT ACTION.—Except as pro-
vided in this title, no court may take any action to restrain 
or affect the exercise of powers or functions of the receiver 
hereunder, and any remedy against the Corporation or re-
ceiver shall be limited to money damages determined in ac-
cordance with this title. 
(f) LIABILITY OF DIRECTORS AND OFFICERS.— 
(1) IN GENERAL.—A director or officer of a cov-
ered financial company may be held personally liable 
for monetary damages in any civil action described
261 
† HR 4173 PP
in paragraph (2) by, on behalf of, or at the request 
or direction of the Corporation, which action is pros-
ecuted wholly or partially for the benefit of the Cor-
poration— 
(A) acting as receiver for such covered fi-
nancial company; 
(B) acting based upon a suit, claim, or 
cause of action purchased from, assigned by, or 
otherwise conveyed by the Corporation as re-
ceiver; or 
(C) acting based upon a suit, claim, or 
cause of action purchased from, assigned by, or 
otherwise conveyed in whole or in part by a cov-
ered financial company or its affiliate in connec-
tion with assistance provided under this title. 
(2) ACTIONS
COVERED.—Paragraph (1) shall 
apply with respect to actions for gross negligence, in-
cluding any similar conduct or conduct that dem-
onstrates a greater disregard of a duty of care (than 
gross negligence) including intentional tortious con-
duct, as such terms are defined and determined under 
applicable State law. 
(3) SAVINGS
CLAUSE.—Nothing in this sub-
section shall impair or affect any right of the Cor-
poration under other applicable law.
262 
† HR 4173 PP
(g) DAMAGES.—In any proceeding related to any 
claim against a director, officer, employee, agent, attorney, 
accountant, or appraiser of a covered financial company, 
or any other party employed by or providing services to 
a covered financial company, recoverable damages deter-
mined to result from the improvident or otherwise improper 
use or investment of any assets of the covered financial com-
pany shall include principal losses and appropriate inter-
est. 
(h) BRIDGE FINANCIAL COMPANIES.— 
(1) ORGANIZATION.— 
(A) PURPOSE.—The Corporation, as re-
ceiver for one or more covered financial compa-
nies or in anticipation of being appointed re-
ceiver for one or more covered financial compa-
nies, may organize one or more bridge financial 
companies in accordance with this subsection. 
(B) AUTHORITIES.—Upon the creation of a 
bridge financial company under subparagraph 
(A) with respect to a covered financial company, 
such bridge financial company may— 
(i) assume such liabilities (including 
liabilities associated with any trust or cus-
tody business, but excluding any liabilities 
that count as regulatory capital) of such
263 
† HR 4173 PP
covered financial company as the Corpora-
tion may, in its discretion, determine to be 
appropriate; 
(ii) purchase such assets (including as-
sets associated with any trust or custody 
business) of such covered financial company 
as the Corporation may, in its discretion, 
determine to be appropriate; and 
(iii) perform any other temporary 
function which the Corporation may, in its 
discretion, prescribe in accordance with this 
section. 
(2) CHARTER AND ESTABLISHMENT.— 
(A) ESTABLISHMENT.—Except as provided 
in subparagraph (H), where the covered finan-
cial company is a covered broker or dealer, the 
Corporation, as receiver for a covered financial 
company, may grant a Federal charter to and 
approve articles of association for one or more 
bridge financial company or companies, with re-
spect to such covered financial company which 
shall, by operation of law and immediately upon 
issuance of its charter and approval of its arti-
cles of association, be established and operate in
264 
† HR 4173 PP
accordance with, and subject to, such charter, ar-
ticles, and this section. 
(B) MANAGEMENT.—Upon its establish-
ment, a bridge financial company shall be under 
the management of a board of directors ap-
pointed by the Corporation. 
(C) ARTICLES OF ASSOCIATION.—The arti-
cles of association and organization certificate of 
a bridge financial company shall have such 
terms as the Corporation may provide, and shall 
be executed by such representatives as the Cor-
poration may designate. 
(D) TERMS
OF
CHARTER; RIGHTS
AND 
PRIVILEGES.—Subject to and in accordance with 
the provisions of this subsection, the Corporation 
shall— 
(i) establish the terms of the charter of 
a bridge financial company and the rights, 
powers, authorities, and privileges of a 
bridge financial company granted by the 
charter or as an incident thereto; and 
(ii) provide for, and establish the terms 
and conditions governing, the management 
(including the bylaws and the number of di-
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† HR 4173 PP
rectors of the board of directors) and oper-
ations of the bridge financial company. 
(E) TRANSFER OF RIGHTS AND PRIVILEGES 
OF COVERED FINANCIAL COMPANY.— 
(i) 
IN
GENERAL.—Notwithstanding 
any other provision of Federal or State law, 
the Corporation may provide for a bridge 
financial company to succeed to and assume 
any rights, powers, authorities, or privileges 
of the covered financial company with re-
spect to which the bridge financial company 
was established and, upon such determina-
tion by the Corporation, the bridge finan-
cial company shall immediately and by op-
eration of law succeed to and assume such 
rights, powers, authorities, and privileges. 
(ii) EFFECTIVE WITHOUT APPROVAL.— 
Any succession to or assumption by a 
bridge financial company of rights, powers, 
authorities, or privileges of a covered finan-
cial company under clause (i) or otherwise 
shall be effective without any further ap-
proval under Federal or State law, assign-
ment, or consent with respect thereto.
266 
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(F) CORPORATE
GOVERNANCE
AND
ELEC-
TION AND DESIGNATION OF BODY OF LAW.—To 
the extent permitted by the Corporation and con-
sistent with this section and any rules, regula-
tions, or directives issued by the Corporation 
under this section, a bridge financial company 
may elect to follow the corporate governance 
practices and procedures that are applicable to a 
corporation incorporated under the general cor-
poration law of the State of Delaware, or the 
State of incorporation or organization of the cov-
ered financial company with respect to which the 
bridge financial company was established, as 
such law may be amended from time to time. 
(G) CAPITAL.— 
(i) CAPITAL NOT REQUIRED.—Notwith-
standing any other provision of Federal or 
State law, a bridge financial company may, 
if permitted by the Corporation, operate 
without any capital or surplus, or with 
such capital or surplus as the Corporation 
may in its discretion determine to be ap-
propriate. 
(ii) NO CONTRIBUTION BY THE COR-
PORATION REQUIRED.—The Corporation is
267 
† HR 4173 PP
not required to pay capital into a bridge fi-
nancial company or to issue any capital 
stock on behalf of a bridge financial com-
pany established under this subsection. 
(iii) AUTHORITY.—If the Corporation 
determines that such action is advisable, the 
Corporation may cause capital stock or 
other securities of a bridge financial com-
pany established with respect to a covered 
financial company to be issued and offered 
for sale in such amounts and on such terms 
and conditions as the Corporation may, in 
its discretion, determine. 
(iv) OPERATING
FUNDS
IN
LIEU
OF 
CAPITAL
AND
IMPLEMENTATION
PLAN.— 
Upon the organization of a bridge financial 
company, and thereafter as the Corporation 
may, in its discretion, determine to be nec-
essary or advisable, the Corporation may 
make available to the bridge financial com-
pany, subject to the plan described in sub-
section (n)(11), funds for the operation of 
the bridge financial company in lieu of cap-
ital. 
(H) BRIDGE BROKERS OR DEALERS.—
268 
† HR 4173 PP
(i) IN GENERAL.—The Corporation, as 
receiver for a covered broker or dealer, may 
approve articles of association for one or 
more bridge financial companies with re-
spect to such covered broker or dealer, which 
bridge financial company or companies 
shall, by operation of law and immediately 
upon approval of its articles of associa-
tion— 
(I) be established and deemed reg-
istered with the Commission under the 
Securities Exchange Act of 1934 and a 
member of SIPC; 
(II) operate in accordance with 
such articles and this section; and 
(III) succeed to any and all reg-
istrations and memberships of the cov-
ered financial company with or in any 
self-regulatory organizations. 
(ii) OTHER
REQUIREMENTS.—Except 
as provided in clause (i), and notwith-
standing any other provision of this section, 
the bridge financial company shall be sub-
ject to the Federal securities laws and all 
requirements with respect to being a mem-
269 
† HR 4173 PP
ber of a self-regulatory organization, unless 
exempted from any such requirements by 
the Commission, as is necessary or appro-
priate in the public interest or for the pro-
tection of investors. 
(iii) TREATMENT
OF
CUSTOMERS.— 
Except as otherwise provided by this title, 
any customer of the covered broker or dealer 
whose account is transferred to a bridge fi-
nancial company shall have all the rights, 
privileges, and protections under section 
205(f) and under the Securities Investor 
Protection Act of 1970 (15 U.S.C. 78aaa et 
seq.), that such customer would have had if 
the account were not transferred from the 
covered financial company under this sub-
paragraph. 
(iv) OPERATION OF BRIDGE BROKERS 
OR DEALERS.—Notwithstanding any other 
provision of this title, the Corporation shall 
not operate any bridge financial company 
created by the Corporation under this title 
with respect to a covered broker or dealer in 
such a manner as to adversely affect the 
ability of customers to promptly access their
270 
† HR 4173 PP
customer property in accordance with ap-
plicable law. 
(3) INTERESTS IN AND ASSETS AND OBLIGATIONS 
OF COVERED FINANCIAL COMPANY.—Notwithstanding 
paragraph (1) or (2) or any other provision of law— 
(A) a bridge financial company shall as-
sume, acquire, or succeed to the assets or liabil-
ities of a covered financial company (including 
the assets or liabilities associated with any trust 
or custody business) only to the extent that such 
assets or liabilities are transferred by the Cor-
poration to the bridge financial company in ac-
cordance with, and subject to the restrictions set 
forth in, paragraph (1)(B); and 
(B) a bridge financial company shall not 
assume, acquire, or succeed to any obligation 
that a covered financial company for which the 
Corporation has been appointed receiver may 
have to any shareholder, member, general part-
ner, limited partner, or other person with an in-
terest in the equity of the covered financial com-
pany that arises as a result of the status of that 
person having an equity claim in the covered fi-
nancial company.
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† HR 4173 PP
(4) BRIDGE FINANCIAL COMPANY TREATED AS 
BEING
IN
DEFAULT
FOR
CERTAIN
PURPOSES.—A 
bridge financial company shall be treated as a cov-
ered financial company in default at such times and 
for such purposes as the Corporation may, in its dis-
cretion, determine. 
(5) TRANSFER OF ASSETS AND LIABILITIES.— 
(A) AUTHORITY
OF
CORPORATION.—The 
Corporation, as receiver for a covered financial 
company, may transfer any assets and liabilities 
of a covered financial company (including any 
assets or liabilities associated with any trust or 
custody business) to one or more bridge financial 
companies, in accordance with and subject to the 
restrictions of paragraph (1). 
(B) SUBSEQUENT
TRANSFERS.—At any 
time after the establishment of a bridge financial 
company with respect to a covered financial 
company, the Corporation, as receiver, may 
transfer any assets and liabilities of such covered 
financial company as the Corporation may, in 
its discretion, determine to be appropriate in ac-
cordance with and subject to the restrictions of 
paragraph (1).
272 
† HR 4173 PP
(C) TREATMENT
OF
TRUST
OR
CUSTODY 
BUSINESS.—For purposes of this paragraph, the 
trust or custody business, including fiduciary 
appointments, held by any covered financial 
company is included among its assets and liabil-
ities. 
(D) EFFECTIVE WITHOUT APPROVAL.—The 
transfer of any assets or liabilities, including 
those associated with any trust or custody busi-
ness of a covered financial company, to a bridge 
financial company shall be effective without any 
further approval under Federal or State law, as-
signment, or consent with respect thereto. 
(E) EQUITABLE TREATMENT OF SIMILARLY 
SITUATED
CREDITORS.—The Corporation shall 
treat all creditors of a covered financial com-
pany that are similarly situated under sub-
section (b)(1), in a similar manner in exercising 
the authority of the Corporation under this sub-
section to transfer any assets or liabilities of the 
covered financial company to one or more bridge 
financial companies established with respect to 
such covered financial company, except that the 
Corporation may take any action (including 
making 
payments, 
subject 
to 
subsection
273 
† HR 4173 PP
(o)(1)(D)(ii)) that does not comply with this sub-
paragraph, if— 
(i) the Corporation determines that 
such action is necessary— 
(I) to maximize the value of the 
assets of the covered financial com-
pany; 
(II) to maximize the present value 
return from the sale or other disposi-
tion of the assets of the covered finan-
cial company; or 
(III) to minimize the amount of 
any loss realized upon the sale or other 
disposition of the assets of the covered 
financial company; and 
(ii) all creditors that are similarly sit-
uated under subsection (b)(1) receive not 
less than the amount provided under para-
graphs (2) and (3) of subsection (d). 
(F) LIMITATION ON TRANSFER OF LIABIL-
ITIES.—Notwithstanding any other provision of 
law, the aggregate amount of liabilities of a cov-
ered financial company that are transferred to, 
or assumed by, a bridge financial company from 
a covered financial company may not exceed the
274 
† HR 4173 PP
aggregate amount of the assets of the covered fi-
nancial company that are transferred to, or pur-
chased by, the bridge financial company from the 
covered financial company. 
(6) STAY OF JUDICIAL ACTION.—Any judicial ac-
tion to which a bridge financial company becomes a 
party by virtue of its acquisition of any assets or as-
sumption of any liabilities of a covered financial 
company shall be stayed from further proceedings for 
a period of not longer than 45 days (or such longer 
period as may be agreed to upon the consent of all 
parties) at the request of the bridge financial com-
pany. 
(7) AGREEMENTS
AGAINST
INTEREST
OF
THE 
BRIDGE
FINANCIAL
COMPANY.—No agreement that 
tends to diminish or defeat the interest of the bridge 
financial company in any asset of a covered financial 
company acquired by the bridge financial company 
shall be valid against the bridge financial company, 
unless such agreement— 
(A) is in writing; 
(B) was executed by an authorized officer or 
representative of the covered financial company 
or confirmed in the ordinary course of business 
by the covered financial company; and
275 
† HR 4173 PP
(C) has been on the official record of the 
company, since the time of its execution, or with 
which, the party claiming under the agreement 
provides documentation of such agreement and 
its authorized execution or confirmation by the 
covered financial company that is acceptable to 
the receiver. 
(8) NO FEDERAL STATUS.— 
(A) AGENCY STATUS.—A bridge financial 
company is not an agency, establishment, or in-
strumentality of the United States. 
(B) EMPLOYEE
STATUS.—Representatives 
for purposes of paragraph (1)(B), directors, offi-
cers, employees, or agents of a bridge financial 
company are not, solely by virtue of service in 
any such capacity, officers or employees of the 
United States. Any employee of the Corporation 
or of any Federal instrumentality who serves at 
the request of the Corporation as a representative 
for purposes of paragraph (1)(B), director, offi-
cer, employee, or agent of a bridge financial 
company shall not— 
(i) solely by virtue of service in any 
such capacity lose any existing status as an 
officer or employee of the United States for
276 
† HR 4173 PP
purposes of title 5, United States Code, or 
any other provision of law; or 
(ii) receive any salary or benefits for 
service in any such capacity with respect to 
a bridge financial company in addition to 
such salary or benefits as are obtained 
through employment with the Corporation 
or such Federal instrumentality. 
(9) FUNDING
AUTHORIZED.—The Corporation 
may, subject to the plan described in subsection 
(n)(11), provide funding to facilitate any transaction 
described in subparagraph (A), (B), (C), or (D) of 
paragraph (13) with respect to any bridge financial 
company, or facilitate the acquisition by a bridge fi-
nancial company of any assets, or the assumption of 
any liabilities, of a covered financial company for 
which the Corporation has been appointed receiver. 
(10) EXEMPT
TAX
STATUS.—Notwithstanding 
any other provision of Federal or State law, a bridge 
financial company, its franchise, property, and in-
come shall be exempt from all taxation now or here-
after imposed by the United States, by any territory, 
dependency, or possession thereof, or by any State, 
county, municipality, or local taxing authority.
277 
† HR 4173 PP
(11) FEDERAL
AGENCY
APPROVAL; ANTITRUST 
REVIEW.—If a transaction involving the merger or 
sale of a bridge financial company requires approval 
by a Federal agency, the transaction may not be con-
summated before the 5th calendar day after the date 
of approval by the Federal agency responsible for such 
approval with respect thereto. If, in connection with 
any such approval a report on competitive factors 
from the Attorney General is required, the Federal 
agency responsible for such approval shall promptly 
notify the Attorney General of the proposed trans-
action and the Attorney General shall provide the re-
quired report within 10 days of the request. If a noti-
fication is required under section 7A of the Clayton 
Act with respect to such transaction, the required 
waiting period shall end on the 15th day after the 
date on which the Attorney General and the Federal 
Trade Commission receive such notification, unless 
the waiting period is terminated earlier under section 
7A(b)(2) of the Clayton Act, or extended under section 
7A(e)(2) of that Act. 
(12) DURATION
OF
BRIDGE
FINANCIAL
COM-
PANY.—Subject to paragraphs (13) and (14), the sta-
tus of a bridge financial company as such shall ter-
minate at the end of the 2-year period following the
278 
† HR 4173 PP
date on which it was granted a charter. The Corpora-
tion may, in its discretion, extend the status of the 
bridge financial company as such for no more than 
3 additional 1-year periods. 
(13) TERMINATION OF BRIDGE FINANCIAL COM-
PANY STATUS.—The status of any bridge financial 
company as such shall terminate upon the earliest 
of— 
(A) the date of the merger or consolidation 
of the bridge financial company with a company 
that is not a bridge financial company; 
(B) at the election of the Corporation, the 
sale of a majority of the capital stock of the 
bridge financial company to a company other 
than the Corporation and other than another 
bridge financial company; 
(C) the sale of 80 percent, or more, of the 
capital stock of the bridge financial company to 
a person other than the Corporation and other 
than another bridge financial company; 
(D) at the election of the Corporation, either 
the assumption of all or substantially all of the 
liabilities of the bridge financial company by a 
company that is not a bridge financial company, 
or the acquisition of all or substantially all of
279 
† HR 4173 PP
the assets of the bridge financial company by a 
company that is not a bridge financial company, 
or other entity as permitted under applicable 
law; and 
(E) the expiration of the period provided in 
paragraph (12), or the earlier dissolution of the 
bridge financial company, as provided in para-
graph (15). 
(14) EFFECT OF TERMINATION EVENTS.— 
(A) MERGER OR CONSOLIDATION.—A merg-
er or consolidation, described in paragraph 
(12)(A) shall be conducted in accordance with, 
and shall have the effect provided in, the provi-
sions of applicable law. For the purpose of effect-
ing such a merger or consolidation, the bridge fi-
nancial company shall be treated as a corpora-
tion organized under the laws of the State of 
Delaware (unless the law of another State has 
been selected by the bridge financial company in 
accordance with paragraph (2)(F)), and the Cor-
poration shall be treated as the sole shareholder 
thereof, notwithstanding any other provision of 
State or Federal law. 
(B) CHARTER CONVERSION.—Following the 
sale of a majority of the capital stock of the
280 
† HR 4173 PP
bridge financial company, as provided in para-
graph (13)(B), the Corporation may amend the 
charter of the bridge financial company to reflect 
the termination of the status of the bridge finan-
cial company as such, whereupon the company 
shall have all of the rights, powers, and privi-
leges under its constituent documents and appli-
cable Federal or State law. In connection there-
with, the Corporation may take such steps as 
may be necessary or convenient to reincorporate 
the bridge financial company under the laws of 
a State and, notwithstanding any provisions of 
Federal or State law, such State-chartered cor-
poration shall be deemed to succeed by operation 
of law to such rights, titles, powers, and interests 
of the bridge financial company as the Corpora-
tion may provide, with the same effect as if the 
bridge financial company had merged with the 
State-chartered corporation under provisions of 
the corporate laws of such State. 
(C) SALE OF STOCK.—Following the sale of 
80 percent or more of the capital stock of a 
bridge financial company, as provided in para-
graph (13)(C), the company shall have all of the 
rights, powers, and privileges under its con-
281 
† HR 4173 PP
stituent documents and applicable Federal or 
State law. In connection therewith, the Corpora-
tion may take such steps as may be necessary or 
convenient to reincorporate the bridge financial 
company under the laws of a State and, notwith-
standing any provisions of Federal or State law, 
the State-chartered corporation shall be deemed 
to succeed by operation of law to such rights, ti-
tles, powers and interests of the bridge financial 
company as the Corporation may provide, with 
the same effect as if the bridge financial com-
pany had merged with the State-chartered cor-
poration under provisions of the corporate laws 
of such State. 
(D) ASSUMPTION OF LIABILITIES AND SALE 
OF ASSETS.—Following the assumption of all or 
substantially all of the liabilities of the bridge fi-
nancial company, or the sale of all or substan-
tially all of the assets of the bridge financial 
company, as provided in paragraph (13)(D), at 
the election of the Corporation, the bridge finan-
cial company may retain its status as such for 
the period provided in paragraph (12) or may be 
dissolved at the election of the Corporation.
282 
† HR 4173 PP
(E) AMENDMENTS TO CHARTER.—Following 
the consummation of a transaction described in 
subparagraph (A), (B), (C), or (D) of paragraph 
(13), the charter of the resulting company shall 
be amended to reflect the termination of bridge 
financial company status, if appropriate. 
(15) DISSOLUTION OF BRIDGE FINANCIAL COM-
PANY.— 
(A) IN
GENERAL.—Notwithstanding any 
other provision of Federal or State law, if the 
status of a bridge financial company as such has 
not previously been terminated by the occurrence 
of an event specified in subparagraph (A), (B), 
(C), or (D) of paragraph (13)— 
(i) the Corporation may, in its discre-
tion, dissolve the bridge financial company 
in accordance with this paragraph at any 
time; and 
(ii) the Corporation shall promptly 
commence dissolution proceedings in ac-
cordance with this paragraph upon the ex-
piration of the 2-year period following the 
date on which the bridge financial company 
was chartered, or any extension thereof, as 
provided in paragraph (12).
283 
† HR 4173 PP
(B) PROCEDURES.—The Corporation shall 
remain the receiver for a bridge financial com-
pany for the purpose of dissolving the bridge fi-
nancial company. The Corporation as receiver 
for a bridge financial company shall wind up 
the affairs of the bridge financial company in 
conformity with the provisions of law relating to 
the liquidation of covered financial companies 
under this title. With respect to any such bridge 
financial company, the Corporation as receiver 
shall have all the rights, powers, and privileges 
and shall perform the duties related to the exer-
cise of such rights, powers, or privileges granted 
by law to the Corporation as receiver for a cov-
ered financial company under this title and, not-
withstanding any other provision of law, in the 
exercise of such rights, powers, and privileges, 
the Corporation shall not be subject to the direc-
tion or supervision of any State agency or other 
Federal agency. 
(16) AUTHORITY TO OBTAIN CREDIT.— 
(A) IN GENERAL.—A bridge financial com-
pany may obtain unsecured credit and issue un-
secured debt.
284 
† HR 4173 PP
(B) INABILITY
TO
OBTAIN
CREDIT.—If a 
bridge financial company is unable to obtain 
unsecured credit or issue unsecured debt, the Cor-
poration may authorize the obtaining of credit 
or the issuance of debt by the bridge financial 
company— 
(i) with priority over any or all of the 
obligations of the bridge financial company; 
(ii) secured by a lien on property of 
the bridge financial company that is not 
otherwise subject to a lien; or 
(iii) secured by a junior lien on prop-
erty of the bridge financial company that is 
subject to a lien. 
(C) LIMITATIONS.— 
(i) IN
GENERAL.—The Corporation, 
after notice and a hearing, may authorize 
the obtaining of credit or the issuance of 
debt by a bridge financial company that is 
secured by a senior or equal lien on prop-
erty of the bridge financial company that is 
subject to a lien, only if— 
(I) the bridge financial company 
is unable to otherwise obtain such cred-
it or issue such debt; and
285 
† HR 4173 PP
(II) there is adequate protection of 
the interest of the holder of the lien on 
the property with respect to which such 
senior or equal lien is proposed to be 
granted. 
(ii) HEARING.—The hearing required 
pursuant to this subparagraph shall be be-
fore a court of the United States, which 
shall have jurisdiction to conduct such hear-
ing. 
(D) BURDEN OF PROOF.—In any hearing 
under this paragraph, the Corporation has the 
burden of proof on the issue of adequate protec-
tion. 
(E) QUALIFIED FINANCIAL CONTRACTS.—No 
credit or debt obtained or issued by a bridge fi-
nancial company may contain terms that im-
pair the rights of a counterparty to a qualified 
financial contract upon a default by the bridge 
financial company, other than the priority of 
such counterparty’s unsecured claim (after the 
exercise of rights) relative to the priority of the 
bridge financial company’s obligations in respect 
of such credit or debt, unless such counterparty 
consents in writing to any such impairment.
286 
† HR 4173 PP
(17) EFFECT ON DEBTS AND LIENS.—The rever-
sal or modification on appeal of an authorization 
under this subsection to obtain credit or issue debt, or 
of a grant under this section of a priority or a lien, 
does not affect the validity of any debt so issued, or 
any priority or lien so granted, to an entity that ex-
tended such credit in good faith, whether or not such 
entity knew of the pendency of the appeal, unless such 
authorization and the issuance of such debt, or the 
granting of such priority or lien, were stayed pending 
appeal. 
(i) SHARING RECORDS.—If the Corporation has been 
appointed as receiver for a covered financial company, 
other Federal regulators shall make all records relating to 
the covered financial company available to the Corporation, 
which may be used by the Corporation in any manner that 
the Corporation determines to be appropriate. 
(j) EXPEDITED PROCEDURES FOR CERTAIN CLAIMS.— 
(1) TIME FOR FILING NOTICE OF APPEAL.—The 
notice of appeal of any order, whether interlocutory 
or final, entered in any case brought by the Corpora-
tion against a director, officer, employee, agent, attor-
ney, accountant, or appraiser of the covered financial 
company, or any other person employed by or pro-
viding services to a covered financial company, shall
287 
† HR 4173 PP
be filed not later than 30 days after the date of entry 
of the order. The hearing of the appeal shall be held 
not later than 120 days after the date of the notice 
of appeal. The appeal shall be decided not later than 
180 days after the date of the notice of appeal. 
(2) SCHEDULING.—The court shall expedite the 
consideration of any case brought by the Corporation 
against a director, officer, employee, agent, attorney, 
accountant, or appraiser of a covered financial com-
pany or any other person employed by or providing 
services to a covered financial company. As far as 
practicable, the court shall give such case priority on 
its docket. 
(3) JUDICIAL DISCRETION.—The court may mod-
ify the schedule and limitations stated in paragraphs 
(1) and (2) in a particular case, based on a specific 
finding that the ends of justice that would be served 
by making such a modification would outweigh the 
best interest of the public in having the case resolved 
expeditiously. 
(k) FOREIGN INVESTIGATIONS.—The Corporation, as 
receiver for any covered financial company, and for pur-
poses of carrying out any power, authority, or duty with 
respect to a covered financial company—
288 
† HR 4173 PP
(1) may request the assistance of any foreign fi-
nancial authority and provide assistance to any for-
eign financial authority in accordance with section 
8(v) of the Federal Deposit Insurance Act, as if the 
covered financial company were an insured deposi-
tory institution, the Corporation were the appropriate 
Federal banking agency for the company, and any 
foreign financial authority were the foreign banking 
authority; and 
(2) may maintain an office to coordinate foreign 
investigations or investigations on behalf of foreign fi-
nancial authorities. 
(l) PROHIBITION
ON ENTERING SECRECY AGREE-
MENTS AND PROTECTIVE ORDERS.—The Corporation may 
not enter into any agreement or approve any protective 
order which prohibits the Corporation from disclosing the 
terms of any settlement of an administrative or other action 
for damages or restitution brought by the Corporation in 
its capacity as receiver for a covered financial company. 
(m) LIQUIDATION OF CERTAIN COVERED FINANCIAL 
COMPANIES OR BRIDGE FINANCIAL COMPANIES.— 
(1) IN
GENERAL.—Except as specifically pro-
vided in this section, and notwithstanding any other 
provision of law, the Corporation, in connection with 
the liquidation of any covered financial company or
289 
† HR 4173 PP
bridge financial company with respect to which the 
Corporation has been appointed as receiver, shall— 
(A) in the case of any covered financial 
company or bridge financial company that is or 
has a subsidiary that is a stockbroker, but is not 
a member of the Securities Investor Protection 
Corporation, apply the provisions of subchapter 
III of chapter 7 of the Bankruptcy Code, in re-
spect of the distribution to any customer of all 
customer name securities and customer property, 
as if such covered financial company or bridge 
financial company were a debtor for purposes of 
such subchapter; or 
(B) in the case of any covered financial 
company or bridge financial company that is a 
commodity broker, apply the provisions of sub-
chapter IV of chapter 7 the Bankruptcy Code, in 
respect of the distribution to any customer of all 
customer property, as if such covered financial 
company or bridge financial company were a 
debtor for purposes of such subchapter. 
(2) DEFINITIONS.—For purposes of this sub-
section— 
(A) the terms ‘‘customer’’, ‘‘customer name 
securities’’, and ‘‘customer property’’ have the
290 
† HR 4173 PP
same meanings as in section 741 of title 11, 
United States Code; and 
(B) the terms ‘‘commodity broker’’ and 
‘‘stockbroker’’ have the same meanings as in sec-
tion 101 of the Bankruptcy Code. 
(n) ORDERLY LIQUIDATION FUND.— 
(1) ESTABLISHMENT.—There is established in 
the Treasury of the United States a separate fund to 
be known as the ‘‘Orderly Liquidation Fund’’, which 
shall be available to the Corporation to carry out the 
authorities contained in this title, for the cost of ac-
tions authorized by this title, including the orderly 
liquidation of covered financial companies, payment 
of administrative expenses, the payment of principal 
and interest by the Corporation on obligations issued 
under paragraph (6), and the exercise of the authori-
ties of the Corporation under this title. 
(2) PROCEEDS.—Amounts received by the Cor-
poration, including assessments received under sub-
section (o), proceeds of obligations issued under para-
graph (6), interest and other earnings from invest-
ments, and repayments to the Corporation by covered 
financial companies, shall be deposited into the Fund. 
(3) MANAGEMENT.—The Corporation shall man-
age the Fund in accordance with this subsection and
291 
† HR 4173 PP
the policies and procedures established under section 
203(d). 
(4) INVESTMENTS.—At the request of the Cor-
poration, the Secretary may invest such portion of 
amounts held in the Fund that are not, in the judg-
ment of the Corporation, required to meet the current 
needs of the Corporation, in obligations of the United 
States having suitable maturities, as determined by 
the Corporation. The interest on and the proceeds 
from the sale or redemption of such obligations shall 
be credited to the Fund. 
(5) AUTHORITY TO ISSUE OBLIGATIONS.— 
(A) CORPORATION AUTHORIZED TO ISSUE 
OBLIGATIONS.—Upon appointment by the Sec-
retary of the Corporation as receiver for a cov-
ered financial company, the Corporation is au-
thorized to issue obligations to the Secretary. 
(B) SECRETARY AUTHORIZED TO PURCHASE 
OBLIGATIONS.—The Secretary may, under such 
terms and conditions as the Secretary may re-
quire, purchase or agree to purchase any obliga-
tions issued under subparagraph (A), and for 
such purpose, the Secretary is authorized to use 
as a public debt transaction the proceeds of the 
sale of any securities issued under chapter 31 of
292 
† HR 4173 PP
title 31, United States Code, and the purposes 
for which securities may be issued under chapter 
31 of title 31, United States Code, are extended 
to include such purchases. 
(C) INTEREST RATE.—Each purchase of ob-
ligations by the Secretary under this paragraph 
shall be upon such terms and conditions as to 
yield a return at a rate determined by the Sec-
retary, taking into consideration the current av-
erage yield on outstanding marketable obliga-
tions of the United States of comparable matu-
rity, plus an interest rate surcharge to be deter-
mined by the Secretary, which shall be greater 
than the difference between— 
(i) the current average rate on an 
index of corporate obligations of comparable 
maturity; and 
(ii) the current average rate on out-
standing marketable obligations of the 
United States of comparable maturity. 
(D) SECRETARY AUTHORIZED TO SELL OB-
LIGATIONS.—The Secretary may sell, upon such 
terms and conditions as the Secretary shall de-
termine, any of the obligations acquired under 
this paragraph.
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(E) PUBLIC DEBT TRANSACTIONS.—All pur-
chases and sales by the Secretary of such obliga-
tions under this paragraph shall be treated as 
public debt transactions of the United States, 
and the proceeds from the sale of any obligations 
acquired by the Secretary under this paragraph 
shall be deposited into the Treasury of the 
United States as miscellaneous receipts. 
(6) MAXIMUM
OBLIGATION
LIMITATION.—The 
Corporation may not, in connection with the orderly 
liquidation of a covered financial company, issue or 
incur any obligation, if, after issuing or incurring the 
obligation, the aggregate amount of such obligations 
outstanding under this subsection for each covered fi-
nancial company would exceed— 
(A) an amount that is equal to 10 percent 
of the total consolidated assets of the covered fi-
nancial company, based on the most recent fi-
nancial statement available, during the 30-day 
period immediately following the date of ap-
pointment of the Corporation as receiver (or a 
shorter time period if the Corporation has cal-
culated the amount described under subpara-
graph (B)); and
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(B) the amount that is equal to 90 percent 
of the fair value of the total consolidated assets 
of each covered financial company that are 
available for repayment, after the time period 
described in subparagraph (A). 
(7) RULEMAKING.—The Corporation and the 
Secretary shall jointly, in consultation with the 
Council, prescribe regulations governing the calcula-
tion of the maximum obligation limitation defined in 
this paragraph. 
(8) RULE OF CONSTRUCTION.— 
(A) IN GENERAL.—Nothing in this section 
shall be construed to affect the authority of the 
Corporation under subsection (a) or (b) of sec-
tion 14 or section 15(c)(5) of the Federal Deposit 
Insurance Act (12 U.S.C. 1824, 1825(c)(5)), the 
management of the Deposit Insurance Fund by 
the Corporation, or the resolution of insured de-
pository institutions, provided that— 
(i) the authorities of the Corporation 
contained in this title shall not be used to 
assist the Deposit Insurance Fund or to as-
sist any financial company under applica-
ble law other than this Act;
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(ii) the authorities of the Corporation 
relating to the Deposit Insurance Fund, or 
any other responsibilities of the Corporation 
under applicable law other than this title, 
shall not be used to assist a covered finan-
cial company pursuant to this title; and 
(iii) the Deposit Insurance Fund may 
not be used in any manner to otherwise cir-
cumvent the purposes of this title. 
(B) VALUATION.—For purposes of deter-
mining the amount of obligations under this sub-
section— 
(i) the Corporation shall include as an 
obligation any contingent liability of the 
Corporation pursuant to this title; and 
(ii) the Corporation shall value any 
contingent liability at its expected cost to 
the Corporation. 
(9) ORDERLY LIQUIDATION PLAN.—Amounts in 
the Fund shall be available to the Corporation with 
regard to a covered financial company for which the 
Corporation is appointed receiver after the Corpora-
tion has developed an orderly liquidation plan that is 
acceptable to the Secretary with regard to such cov-
ered financial company, including the provision and
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use of funds, including taking any actions specified 
under section 204(d) and subsection (h)(2)(G)(iv) and 
(h)(9) of this section, and payments to third parties. 
The Corporation may, at any time, amend any or-
derly liquidation plan approved by the Secretary 
with the concurrence of the Secretary. 
(10) IMPLEMENTATION EXPENSES.— 
(A) IN GENERAL.—Reasonable implementa-
tion expenses of the Corporation incurred after 
the date of enactment of this Act shall be treated 
as expenses of the Council. 
(B) REQUESTS FOR REIMBURSEMENT.—The 
Corporation shall periodically submit a request 
for reimbursement for implementation expenses 
to the Chairperson of the Council, who shall ar-
range for prompt reimbursement to the Corpora-
tion of reasonable implementation expenses. 
(C) DEFINITION.—As used in this para-
graph, the term ‘‘implementation expenses’’— 
(i) means costs incurred by the Cor-
poration beginning on the date of enactment 
of this Act, as part of its efforts to imple-
ment this title that do not relate to a par-
ticular covered financial company; and
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(ii) includes the costs incurred in con-
nection with the development of policies, 
procedures, rules, and regulations and other 
planning activities of the Corporation con-
sistent with carrying out this title. 
(o) ASSESSMENTS.— 
(1) RISK-BASED ASSESSMENTS.— 
(A) ELIGIBLE
FINANCIAL
COMPANIES
DE-
FINED.—For purposes of this subsection, the 
term ‘‘eligible financial company’’ means any 
bank holding company with total consolidated 
assets equal to or greater than $50,000,000,000 
and any nonbank financial company supervised 
by the Board of Governors. 
(B) ASSESSMENTS.—The Corporation shall 
charge one or more risk-based assessments in ac-
cordance with the provisions of subparagraph 
(D), if such assessments are necessary to pay in 
full the obligations issued by the Corporation to 
the Secretary within 60 months of the date of 
issuance of such obligations. 
(C) EXTENSIONS
AUTHORIZED.—The Cor-
poration may, with the approval of the Sec-
retary, extend the time period under subpara-
graph (C)(iii), if the Corporation determines
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that an extension is necessary to avoid a serious 
adverse effect on the financial system of the 
United States. 
(D) APPLICATION
OF
ASSESSMENTS.—To 
meet the requirements of subparagraph (C), the 
Corporation shall— 
(i) impose assessments, as soon as 
practicable, on any claimant that received 
additional payments or amounts from the 
Corporation pursuant to subsection (b)(4), 
(d)(4), or (h)(5)(E), except for payments or 
amounts necessary to initiate and continue 
operations essential to implementation of 
the receivership or any bridge financial 
company, to recover on a cumulative basis, 
the entire difference between— 
(I) the aggregate value the claim-
ant received from the Corporation on a 
claim pursuant to this title (including 
pursuant to subsection (b)(4), (d)(4), 
and (h)(5)(E)), as of the date on which 
such value was received; and 
(II) the value the claimant was 
entitled to receive from the Corporation 
on such claim solely from the proceeds
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of the liquidation of the covered finan-
cial company under this title; and 
(ii) if the amounts to be recovered on 
a cumulative basis under clause (i) are in-
sufficient to meet the requirements of sub-
paragraph (C), after taking into account 
the considerations set forth in paragraph 
(4), impose assessments on— 
(I) eligible financial companies; 
and 
(II) financial companies with 
total consolidated assets equal to or 
greater than $50,000,000,000 that are 
not eligible financial companies. 
(E) PROVISION OF FINANCING.—Payments 
or amounts necessary to initiate and continue 
operations essential to implementation of the re-
ceivership or any bridge financial company de-
scribed in subparagraph (E)(i) shall not include 
the provision of financing, as defined by rule of 
the Corporation, to third parties. 
(2) GRADUATED ASSESSMENT RATE.—The Cor-
poration shall impose assessments on a graduated 
basis, with financial companies having greater assets 
being assessed at a higher rate.
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(3) NOTIFICATION AND PAYMENT.—The Corpora-
tion shall notify each financial company of that com-
pany’s assessment under this subsection. Any finan-
cial company subject to assessment under this sub-
section shall pay such assessment in accordance with 
the regulations prescribed pursuant to paragraph (6). 
(4) 
RISK-BASED
ASSESSMENT
CONSIDER-
ATIONS.—In imposing assessments under this sub-
section, the Corporation shall— 
(A) take into account economic conditions 
generally affecting financial companies, so as to 
allow assessments to be lower during less favor-
able economic conditions; 
(B) take into account any assessments im-
posed on— 
(i) an insured depository institution 
subsidiary of a financial company pursuant 
to section 7 or section 13(c)(4)(G) of the 
Federal Deposit Insurance Act (12 U.S.C. 
1817, 1823(c)(4)(G)); 
(ii) a financial company or subsidiary 
of such company that is a member of SIPC 
pursuant to section 4 of the Securities In-
vestor Protection Act of 1970 (15 U.S.C. 
78ddd); and
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(iii) a financial company or sub-
sidiary of such company that is an insur-
ance company pursuant to applicable State 
law to cover (or reimburse payments made 
to cover) the costs of rehabilitation, liquida-
tion, or other State insolvency proceeding 
with respect to one or more insurance com-
panies; 
(C) take into account the financial condi-
tion of the financial company, including the ex-
tent and type of off-balance-sheet exposures of the 
financial company; 
(D) take into account the risks presented by 
the financial company to the financial stability 
of the United States economy; 
(E) take into account the extent to which 
the financial company or group of financial 
companies has benefitted, or likely would benefit, 
from the orderly liquidation of a covered finan-
cial company and the use of the Fund under this 
title; 
(F) distinguish among different classes of 
assets or different types of financial companies 
(including distinguishing among different types 
of financial companies, based on their levels of
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capital and leverage) in order to establish com-
parable assessment bases among financial com-
panies subject to this subsection; 
(G) establish the parameters for the grad-
uated assessment requirement in paragraph (2); 
and 
(H) take into account such other factors as 
the Corporation, in consultation with the Sec-
retary, deems appropriate. 
(5) COLLECTION
OF
INFORMATION.—The Cor-
poration may impose on covered financial companies 
such collection of information requirements as the 
Corporation deems necessary to carry out this sub-
section after the appointment of the Corporation as 
receiver under this title. 
(6) RULEMAKING.— 
(A) IN
GENERAL.—The Corporation shall 
prescribe regulations to carry out this subsection. 
The Corporation shall consult with the Secretary 
in the development and finalization of such regu-
lations. 
(B) EQUITABLE TREATMENT.—The regula-
tions prescribed under subparagraph (A) shall 
take into account the differences in risks posed to 
the financial stability of the United States by fi-
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nancial companies, the differences in the liabil-
ity structures of financial companies, and the 
different bases for other assessments that such fi-
nancial companies may be required to pay, to 
ensure that assessed financial companies are 
treated equitably and that assessments under this 
subsection reflect such differences. 
(p) UNENFORCEABILITY OF CERTAIN AGREEMENTS.— 
(1) IN
GENERAL.—No provision described in 
paragraph (2) shall be enforceable against or impose 
any liability on any person, as such enforcement or 
liability shall be contrary to public policy. 
(2) PROHIBITED PROVISIONS.—A provision de-
scribed in this paragraph is any term contained in 
any existing or future standstill, confidentiality, or 
other agreement that, directly or indirectly— 
(A) affects, restricts, or limits the ability of 
any person to offer to acquire or acquire; 
(B) prohibits any person from offering to 
acquire or acquiring; or 
(C) prohibits any person from using any 
previously disclosed information in connection 
with any such offer to acquire or acquisition of, 
all or part of any covered financial company, includ-
ing any liabilities, assets, or interest therein, in con-
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nection with any transaction in which the Corpora-
tion exercises its authority under this title. 
(q) OTHER EXEMPTIONS.— 
(1) IN
GENERAL.—When acting as a receiver 
under this title— 
(A) the Corporation, including its franchise, 
its capital, reserves and surplus, and its income, 
shall be exempt from all taxation imposed by 
any State, county, municipality, or local taxing 
authority, except that any real property of the 
Corporation shall be subject to State, territorial, 
county, municipal, or local taxation to the same 
extent according to its value as other real prop-
erty is taxed, except that, notwithstanding the 
failure of any person to challenge an assessment 
under State law of the value of such property, 
such value, and the tax thereon, shall be deter-
mined as of the period for which such tax is im-
posed; 
(B) no property of the Corporation shall be 
subject to levy, attachment, garnishment, fore-
closure, or sale without the consent of the Cor-
poration, nor shall any involuntary lien attach 
to the property of the Corporation; and
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(C) the Corporation shall not be liable for 
any amounts in the nature of penalties or fines, 
including those arising from the failure of any 
person to pay any real property, personal prop-
erty, probate, or recording tax or any recording 
or filing fees when due; and 
(D) the Corporation shall be exempt from 
all prosecution by the United States or any 
State, county, municipality, or local authority 
for any criminal offense arising under Federal, 
State, county, municipal, or local law, which 
was allegedly committed by the covered financial 
company, or persons acting on behalf of the cov-
ered financial company, prior to the appoint-
ment of the Corporation as receiver. 
(2) LIMITATION.—Paragraph (1) shall not apply 
with respect to any tax imposed (or other amount 
arising) under the Internal Revenue Code of 1986. 
(r) CERTAIN SALES OF ASSETS PROHIBITED.— 
(1) PERSONS WHO ENGAGED IN IMPROPER CON-
DUCT WITH, OR CAUSED LOSSES TO, COVERED FINAN-
CIAL
COMPANIES.—The Corporation shall prescribe 
regulations which, at a minimum, shall prohibit the 
sale of assets of a covered financial company by the 
Corporation to—
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(A) any person who— 
(i) has defaulted, or was a member of 
a partnership or an officer or director of a 
corporation that has defaulted, on 1 or more 
obligations, the aggregate amount of which 
exceeds $1,000,000, to such covered finan-
cial company; 
(ii) has been found to have engaged in 
fraudulent activity in connection with any 
obligation referred to in clause (i); and 
(iii) proposes to purchase any such 
asset in whole or in part through the use of 
the proceeds of a loan or advance of credit 
from the Corporation or from any covered 
financial company; 
(B) any person who participated, as an of-
ficer or director of such covered financial com-
pany or of any affiliate of such company, in a 
material way in any transaction that resulted in 
a substantial loss to such covered financial com-
pany; or 
(C) any person who has demonstrated a 
pattern or practice of defalcation regarding obli-
gations to such covered financial company.
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(2) CONVICTED DEBTORS.—Except as provided 
in paragraph (3), a person may not purchase any 
asset of such institution from the receiver, if that per-
son— 
(A) has been convicted of an offense under 
section 215, 656, 657, 1005, 1006, 1007, 1008, 
1014, 1032, 1341, 1343, or 1344 of title 18, 
United States Code, or of conspiring to commit 
such an offense, affecting any covered financial 
company; and 
(B) is in default on any loan or other exten-
sion of credit from such covered financial com-
pany which, if not paid, will cause substantial 
loss to the Fund or the Corporation. 
(3) SETTLEMENT OF CLAIMS.—Paragraphs (1) 
and (2) shall not apply to the sale or transfer by the 
Corporation of any asset of any covered financial 
company to any person, if the sale or transfer of the 
asset resolves or settles, or is part of the resolution or 
settlement, of 1 or more claims that have been, or 
could have been, asserted by the Corporation against 
the person. 
(4) DEFINITION OF DEFAULT.—For purposes of 
this subsection, the term ‘‘default’’ means a failure to 
comply with the terms of a loan or other obligation
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to such an extent that the property securing the obli-
gation is foreclosed upon. 
(s) RECOUPMENT OF COMPENSATION FROM SENIOR 
EXECUTIVES AND DIRECTORS.— 
(1) IN GENERAL.—The Corporation, as receiver 
of a covered financial company, may recover from 
any current or former senior executive or director 
substantially responsible for the failed condition of the 
covered financial company any compensation received 
during the 2-year period preceding the date on which 
the Corporation was appointed as the receiver of the 
covered financial company, except that, in the case of 
fraud, no time limit shall apply. 
(2) COST CONSIDERATIONS.—In seeking to re-
cover any such compensation, the Corporation shall 
weigh the financial and deterrent benefits of such re-
covery against the cost of executing the recovery. 
(3) RULEMAKING.—The Corporation shall pro-
mulgate regulations to implement the requirements of 
this subsection, including defining the term ‘‘com-
pensation’’ to mean any financial remuneration, in-
cluding salary, bonuses, incentives, benefits, severance, 
deferred compensation, or golden parachute benefits, 
and any profits realized from the sale of the securities 
of the covered financial company.
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SEC. 211. MISCELLANEOUS PROVISIONS. 
(a) CLARIFICATION OF PROHIBITION REGARDING CON-
CEALMENT OF ASSETS FROM RECEIVER OR LIQUIDATING 
AGENT.—Section 1032(1) of title 18, United States Code, 
is amended by inserting ‘‘the Federal Deposit Insurance 
Corporation acting as receiver for a covered financial com-
pany, in accordance with title II of the Restoring American 
Financial Stability Act of 2010,’’ before ‘‘or the National 
Credit’’. 
(b) CONFORMING AMENDMENT.—Section 1032 of title 
18, United States Code, is amended in the section heading, 
by striking ‘‘of financial institution’’. 
(c) FEDERAL DEPOSIT INSURANCE CORPORATION IM-
PROVEMENT ACT OF 1991.—Section 403(a) of the Federal 
Deposit Insurance Corporation Improvement Act of 1991 
(12 U.S.C. 4403(a)) is amended by inserting ‘‘section 
210(c) of the Restoring American Financial Stability Act 
of 2010, section 1367 of the Federal Housing Enterprises 
Financial Safety and Soundness Act of 1992 (12 U.S.C. 
4617(d)),’’ after ‘‘section 11(e) of the Federal Deposit Insur-
ance Act,’’. 
(d) FDIC INSPECTOR GENERAL REVIEWS.— 
(1) SCOPE.—The Inspector General of the Cor-
poration shall conduct, supervise, and coordinate au-
dits and investigations of the liquidation of any cov-
ered financial company by the Corporation as re-
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ceiver under this title, including collecting and sum-
marizing— 
(A) a description of actions taken by the 
Corporation as receiver; 
(B) a description of any material sales, 
transfers, mergers, obligations, purchases, and 
other material transactions entered into by the 
Corporation; 
(C) an evaluation of the adequacy of the 
policies and procedures of the Corporation under 
section 203(d) and orderly liquidation plan 
under section 210(n)(14); 
(D) an evaluation of the utilization by the 
Corporation of the private sector in carrying out 
its functions, including the adequacy of any con-
flict-of-interest reviews; and 
(E) an evaluation of the overall perform-
ance of the Corporation in liquidating the cov-
ered financial company, including administra-
tive costs, timeliness of liquidation process, and 
impact on the financial system. 
(2) FREQUENCY.—Not later than 6 months after 
the date of appointment of the Corporation as receiver 
under this title and every 6 months thereafter, the In-
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spector General of the Corporation shall conduct the 
audit and investigation described in paragraph (1). 
(3) REPORTS
AND
TESTIMONY.—The Inspector 
General of the Corporation shall include in the semi-
annual reports required by section 5(a) of the Inspec-
tor General Act of 1978 (5 U.S.C. App.), a summary 
of the findings and evaluations under paragraph (1), 
and shall appear before the appropriate committees of 
Congress, if requested, to present each such report. 
(4) FUNDING.— 
(A) INITIAL FUNDING.—The expenses of the 
Inspector General of the Corporation in carrying 
out this subsection shall be considered adminis-
trative expenses of the receivership. 
(B) ADDITIONAL
FUNDING.—If the max-
imum amount available to the Corporation as 
receiver under this title is insufficient to enable 
the Inspector General of the Corporation to carry 
out the duties under this subsection, the Corpora-
tion shall pay such additional amounts from as-
sessments imposed under section 210. 
(5) TERMINATION
OF
RESPONSIBILITIES.—The 
duties and responsibilities of the Inspector General of 
the Corporation under this subsection shall terminate
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1 year after the date of termination of the receiver-
ship under this title. 
(e) TREASURY INSPECTOR GENERAL REVIEWS.— 
(1) SCOPE.—The Inspector General of the De-
partment of the Treasury shall conduct, supervise, 
and coordinate audits and investigations of actions 
taken by the Secretary related to the liquidation of 
any covered financial company under this title, in-
cluding collecting and summarizing— 
(A) a description of actions taken by the 
Secretary under this title; 
(B) an analysis of the approval by the Sec-
retary of the policies and procedures of the Cor-
poration under section 203 and acceptance of the 
orderly liquidation plan of the Corporation 
under section 210; and 
(C) an assessment of the terms and condi-
tions underlying the purchase by the Secretary of 
obligations of the Corporation under section 210. 
(2) FREQUENCY.—Not later than 6 months after 
the date of appointment of the Corporation as receiver 
under this title and every 6 months thereafter, the In-
spector General of the Department of the Treasury 
shall conduct the audit and investigation described in 
paragraph (1).
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(3) REPORTS
AND
TESTIMONY.—The Inspector 
General of the Department of the Treasury shall in-
clude in the semiannual reports required by section 
5(a) of the Inspector General Act of 1978 (5 U.S.C. 
App.), a summary of the findings and assessments 
under paragraph (1), and shall appear before the ap-
propriate committees of Congress, if requested, to 
present each such report. 
(4) TERMINATION
OF
RESPONSIBILITIES.—The 
duties and responsibilities of the Inspector General of 
the Department of the Treasury under this subsection 
shall terminate 1 year after the date on which the ob-
ligations purchased by the Secretary from the Cor-
poration under section 210 are fully redeemed. 
(f) PRIMARY FINANCIAL REGULATORY AGENCY IN-
SPECTOR GENERAL REVIEWS.— 
(1) SCOPE.—Upon the appointment of the Cor-
poration as receiver for a covered financial company 
supervised by a Federal primary financial regulatory 
agency or the Board of Governors under section 165, 
the Inspector General of the agency or the Board of 
Governors shall make a written report reviewing the 
supervision by the agency or the Board of Governors 
of the covered financial company, which shall—
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(A) evaluate the effectiveness of the agency 
or the Board of Governors in carrying out its su-
pervisory responsibilities with respect to the cov-
ered financial company; 
(B) identify any acts or omissions on the 
part of agency or Board of Governors officials 
that contributed to the covered financial com-
pany being in default or in danger of default; 
(C) identify any actions that could have 
been taken by the agency or the Board of Gov-
ernors that would have prevented the company 
from being in default or in danger of default; 
and 
(D) recommend appropriate administrative 
or legislative action. 
(2) REPORTS AND TESTIMONY.—Not later than 1 
year after the date of appointment of the Corporation 
as receiver under this title, the Inspector General of 
the Federal primary financial regulatory agency or 
the Board of Governors shall provide the report re-
quired by paragraph (1) to such agency or the Board 
of Governors, and along with such agency or the 
Board of Governors, as applicable, shall appear before 
the appropriate committees of Congress, if requested, 
to present the report required by paragraph (1). Not
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later than 90 days after the date of receipt of the re-
port required by paragraph (1), such agency or the 
Board of Governors, as applicable, shall provide a 
written report to Congress describing any actions 
taken in response to the recommendations in the re-
port, and if no such actions were taken, describing the 
reasons why no actions were taken. 
SEC. 212. PROHIBITION OF CIRCUMVENTION AND PREVEN-
TION OF CONFLICTS OF INTEREST. 
(a) NO OTHER FUNDING.—Funds for the orderly liq-
uidation of any covered financial company under this title 
shall only be provided as specified under this title. 
(b) LIMIT ON GOVERNMENTAL ACTIONS.—No govern-
mental entity may take any action to circumvent the pur-
poses of this title. 
(c) CONFLICT OF INTEREST.—In the event that the 
Corporation is appointed receiver for more than 1 covered 
financial company or is appointed receiver for a covered 
financial company and receiver for any insured depository 
institution that is an affiliate of such covered financial 
company, the Corporation shall take appropriate action, as 
necessary to avoid any conflicts of interest that may arise 
in connection with multiple receiverships.
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SEC. 213. BAN ON SENIOR EXECUTIVES AND DIRECTORS. 
(a) PROHIBITION AUTHORITY.—The Board of Gov-
ernors or, if the covered financial company was not super-
vised by the Board of Governors, the Corporation, may exer-
cise the authority provided by this section. 
(b) AUTHORITY TO ISSUE ORDER.—The appropriate 
agency described in subsection (a) may take any action au-
thorized by subsection (c), if the agency determines that— 
(1) a senior executive or a director of the covered 
financial company, prior to the appointment of the 
Corporation as receiver, 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 a Federal agency in connection with any 
action on any application, notice, or re-
quest by such company or senior executive; 
or 
(iv) any written agreement between 
such company and such agency; 
(B) engaged or participated in any unsafe 
or unsound practice in connection with any fi-
nancial company; or
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(C) committed or engaged in any act, omis-
sion, or practice which constitutes a breach of the 
fiduciary duty of such senior executive or direc-
tor; 
(2) by reason of the violation, practice, or breach 
described in any clause of paragraph (1), such senior 
executive or director has received financial gain or 
other benefit by reason of such violation, practice, or 
breach and such violation, practice, or breach contrib-
uted to the failure of the company; and 
(3) such violation, practice, or breach— 
(A) involves personal dishonesty on the part 
of such senior executive or director; or 
(B) demonstrates willful or continuing dis-
regard by such senior executive or director for 
the safety or soundness of such company. 
(c) AUTHORIZED ACTIONS.— 
(1) IN GENERAL.—The appropriate agency for a 
financial company, as described in subsection (a), 
may serve upon a senior executive or director de-
scribed in subsection (b) a written notice of the inten-
tion of the agency to prohibit any further participa-
tion by such person, in any manner, in the conduct 
of the affairs of any financial company for a period 
of time determined by the appropriate agency to be
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commensurate with such violation, practice, or 
breach, provided such period shall be not less than 2 
years. 
(2) PROCEDURES.—The due process require-
ments and other procedures under section 8(e) of the 
Federal Deposit Insurance Act shall apply to actions 
under this section as if the covered financial company 
were an insured depository institution and the senior 
executive or director were an institution-affiliated 
party, as those terms are defined in that Act. 
(d) REGULATIONS.—The Corporation and the Board 
of Governors, in consultation with the Council, shall jointly 
prescribe rules or regulations to administer and carry out 
this section, including rules, regulations, or guidelines to 
further define the term senior executive for the purposes of 
this section. 
SEC. 214. PROHIBITION ON TAXPAYER FUNDING. 
(a) LIQUIDATION REQUIRED.—All financial compa-
nies put into receivership under this title shall be liq-
uidated. No taxpayer funds shall be used to prevent the liq-
uidation of any financial company under this title. 
(b) RECOVERY OF FUNDS.—All funds expended in the 
liquidation of a financial company under this title shall 
be recovered from the disposition of assets of such financial
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company, or shall be the responsibility of the financial sec-
tor, through assessments. 
(c) NO LOSSES TO TAXPAYERS.—Taxpayers shall bear 
no losses from the exercise of any authority under this title. 
TITLE III—TRANSFER OF POW-
ERS TO THE COMPTROLLER 
OF THE CURRENCY, THE COR-
PORATION, AND THE BOARD 
OF GOVERNORS 
SEC. 300. SHORT TITLE. 
This title may be cited as the ‘‘Enhancing Financial 
Institution Safety and Soundness Act of 2010’’. 
SEC. 301. PURPOSES. 
The purposes of this title are— 
(1) to provide for the safe and sound operation 
of the banking system of the United States; 
(2) to preserve and protect the dual system of 
Federal and State-chartered depository institutions; 
(3) to ensure the fair and appropriate super-
vision of each depository institution, regardless of the 
size or type of charter of the depository institution; 
and 
(4) to streamline and rationalize the supervision 
of depository institutions and the holding companies 
of depository institutions.
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SEC. 302. DEFINITION. 
In this title, the term ‘‘transferred employee’’ means, 
as the context requires, an employee transferred to the Office 
of the Comptroller of the Currency or the Corporation under 
section 322. 
Subtitle A—Transfer of Powers and 
Duties 
SEC. 311. TRANSFER DATE. 
(a) TRANSFER DATE.—Except as provided in sub-
section (b), the term ‘‘transfer date’’ means the date that 
is 1 year after the date of enactment of this Act. 
(b) EXTENSION PERMITTED.— 
(1) NOTICE REQUIRED.—The Secretary, in con-
sultation with the Comptroller of the Currency, the 
Director of the Office of Thrift Supervision, the 
Chairman of the Board of Governors, and the Chair-
person of the Corporation, may extend the period 
under subsection (a) and designate a transfer date 
that is not later than 18 months after the date of en-
actment of this Act, if the Secretary transmits to the 
Committee on Banking, Housing, and Urban Affairs 
of the Senate and the Committee on Financial Serv-
ices of the House of Representatives— 
(A) a written determination that commence-
ment of the orderly process to implement this
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title is not feasible by the date that is 1 year 
after the date of enactment of this Act; 
(B) an explanation of why an extension is 
necessary to commence the process of orderly im-
plementation of this title; 
(C) the transfer date designated under this 
subsection; and 
(D) a description of the steps that will be 
taken to initiate the process of an orderly and 
timely implementation of this title within the ex-
tended time period. 
(2) PUBLICATION OF NOTICE.—Not later than 
270 days after the date of enactment of this Act, the 
Secretary shall publish in the Federal Register notice 
of any transfer date designated under paragraph (1). 
SEC. 312. POWERS AND DUTIES TRANSFERRED. 
(a) EFFECTIVE DATE.—This section, and the amend-
ments made by this section, shall take effect on the transfer 
date. 
(b) FUNCTIONS OF THE OFFICE OF THRIFT SUPER-
VISION.— 
(1) SAVINGS AND LOAN HOLDING COMPANY FUNC-
TIONS TRANSFERRED.—There are transferred to the 
Board of Governors all functions of the Office of 
Thrift Supervision and the Director of the Office of
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Thrift Supervision (including the authority to issue 
orders) relating to— 
(A) the supervision of— 
(i) any savings and loan holding com-
pany; and 
(ii) any subsidiary (other than a de-
pository institution) of a savings and loan 
holding company; and 
(B) all rulemaking authority of the Office of 
Thrift Supervision and the Director of the Office 
of Thrift Supervision relating to savings and 
loan holding companies. 
(2) ALL OTHER FUNCTIONS TRANSFERRED.— 
(A) BOARD
OF
GOVERNORS.—All rule-
making authority of the Office of Thrift Super-
vision and the Director of the Office of Thrift 
Supervision under section 11 of the Home Own-
ers’ Loan Act (12 U.S.C. 1468) relating to trans-
actions with affiliates and extensions of credit to 
executive officers, directors, and principal share-
holders and under section 5(q) of such Act relat-
ing to tying arrangements is transferred to the 
Board of Governors. 
(B) COMPTROLLER
OF
THE
CURRENCY.— 
Except as provided in paragraph (1) and sub-
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paragraph (A), there are transferred to the 
Comptroller of the Currency all functions of the 
Office of Thrift Supervision and the Director of 
the Office of Thrift Supervision relating to Fed-
eral savings associations. 
(C) CORPORATION.—Except as provided in 
paragraph (1) and subparagraph (A), all func-
tions of the Office of Thrift Supervision and the 
Director of the Office of Thrift Supervision relat-
ing to State savings associations are transferred 
to the Corporation. 
(D) COMPTROLLER OF THE CURRENCY AND 
THE
CORPORATION.—Except as provided in 
paragraph (1) and subparagraph (A), all rule-
making authority of the Office of Thrift Super-
vision and the Director of the Office of Thrift 
Supervision relating to savings associations is 
transferred to the Office of the Comptroller of the 
Currency. 
(c) CONFORMING AMENDMENTS.— 
(1) FEDERAL DEPOSIT INSURANCE ACT.—Section 
3(q) of the Federal Deposit Insurance Act (12 U.S.C. 
1813(q)) is amended by striking paragraphs (1) 
through (4) and inserting the following:
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‘‘(1) the Office of the Comptroller of the Cur-
rency, in the case of— 
‘‘(A) any national banking association; 
‘‘(B) any Federal branch or agency of a for-
eign bank; and 
‘‘(C) any Federal savings association; 
‘‘(2) the Federal Deposit Insurance Corporation, 
in the case of— 
‘‘(A) any insured State nonmember bank; 
‘‘(B) any foreign bank having an insured 
branch; and 
‘‘(C) any State savings association; 
‘‘(3) the Board of Governors of the Federal Re-
serve System, in the case of— 
‘‘(A) any State member bank; 
‘‘(B) any branch or agency of a foreign 
bank with respect to any provision of the Federal 
Reserve Act which is made applicable under the 
International Banking Act of 1978; 
‘‘(C) any foreign bank which does not oper-
ate an insured branch; 
‘‘(D) any agency or commercial lending 
company other than a Federal agency; 
‘‘(E) supervisory or regulatory proceedings 
arising from the authority given to the Board of
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Governors under section 7(c)(1) of the Inter-
national Banking Act of 1978, including such 
proceedings under the Financial Institutions Su-
pervisory Act of 1966; 
‘‘(F) any bank holding company and any 
subsidiary (other than a depository institution) 
of a bank holding company; and 
‘‘(G) any savings and loan holding com-
pany and any subsidiary (other than a deposi-
tory institution) of a savings and loan holding 
company.’’. 
(2) FEDERAL DEPOSIT INSURANCE ACT.— 
(A) APPLICATION.—Section 8(b)(3) of the 
Federal Deposit Insurance Act (12 U.S.C. 
1818(b)(3)) is amended to read as follows: 
‘‘(3) APPLICATION TO BANK HOLDING COMPANIES, 
SAVINGS AND LOAN HOLDING COMPANIES, AND EDGE AND 
AGREEMENT CORPORATIONS.— 
‘‘(A) APPLICATION.—This subsection, subsections 
(c) through (s) and subsection (u) of this section, and 
section 50 shall apply to— 
‘‘(i) any bank holding company, and any 
subsidiary (other than a bank) of a bank holding 
company, as those terms are defined in section 
2 of the Bank Holding Company Act of 1956 (12
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U.S.C. 1841), as if such company or subsidiary 
was an insured depository institution for which 
the appropriate Federal banking agency for the 
bank holding company was the appropriate Fed-
eral banking agency; 
‘‘(ii) any savings and loan holding com-
pany, and any subsidiary (other than a deposi-
tory institution) of a savings and loan holding 
company, as those terms are defined in section 
10 of the Home Owners’ Loan Act (12 U.S.C. 
1467a), as if such company or subsidiary was 
an insured depository institution for which the 
appropriate Federal banking agency for the sav-
ings and loan holding company was the appro-
priate Federal banking agency; and 
‘‘(iii) any organization organized and oper-
ated under section 25A of the Federal Reserve 
Act (12 U.S.C. 611 et seq.) or operating under 
section 25 of the Federal Reserve Act (12 U.S.C. 
601 et seq.) and any noninsured State member 
bank, as if such organization or bank was a 
bank holding company. 
‘‘(B) RULES OF CONSTRUCTION.— 
‘‘(i) EFFECT ON OTHER AUTHORITY.—Noth-
ing in this paragraph may be construed to alter
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or affect the authority of an appropriate Federal 
banking agency to initiate enforcement pro-
ceedings, issue directives, or take other remedial 
action under any other provision of law. 
‘‘(ii) HOLDING
COMPANIES.—Nothing in 
this paragraph or subsection (c) may be con-
strued as authorizing any Federal banking agen-
cy other than the appropriate Federal banking 
agency for a bank holding company or a savings 
and loan holding company to initiate enforce-
ment proceedings, issue directives, or take other 
remedial action against a bank holding com-
pany, a savings and loan holding company, or 
any subsidiary thereof (other than a depository 
institution).’’. 
(B) 
CONFORMING
AMENDMENT.—Section 
8(b)(9) of the Federal Deposit Insurance Act (12 
U.S.C. 1818(b)(9)) is amended to read as follows: 
‘‘(9) [Reserved].’’. 
(d) CONSUMER PROTECTION.—Nothing in this section 
may be construed to limit or otherwise affect the transfer 
of powers under title X.
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SEC. 313. ABOLISHMENT. 
Effective 90 days after the transfer date, the Office of 
Thrift Supervision and the position of Director of the Office 
of Thrift Supervision are abolished. 
SEC. 314. 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. 
‘‘(a) OFFICE OF THE COMPTROLLER OF THE CUR-
RENCY ESTABLISHED.—There is established in the Depart-
ment of the Treasury a bureau to be known as the ‘Office 
of the Comptroller of the Currency’ which is charged with 
assuring the safety and soundness of, and compliance with 
laws and regulations, fair access to financial services, and 
fair treatment of customers by, the institutions and other 
persons subject to its jurisdiction. 
‘‘(b) COMPTROLLER OF THE CURRENCY.— 
‘‘(1) IN GENERAL.—The chief officer of the Office 
of the Comptroller of the Currency shall be known as 
the Comptroller of the Currency. The Comptroller of 
the Currency shall perform the duties of the Comp-
troller of the Currency under the general direction of 
the Secretary of the Treasury. The Secretary of the 
Treasury may not delay or prevent the issuance of 
any rule or the promulgation of any regulation by the
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Comptroller of the Currency, and may not intervene 
in any matter or proceeding before the Comptroller of 
the Currency (including agency enforcement actions), 
unless otherwise specifically provided by law. 
‘‘(2) ADDITIONAL AUTHORITY.—The Comptroller 
of the Currency shall have the same authority with 
respect to functions transferred to the Comptroller of 
the Currency under the Enhancing Financial Institu-
tion Safety and Soundness Act of 2010 (including 
matters that were within the jurisdiction of the Direc-
tor of the Office of Thrift Supervision or the Office of 
Thrift Supervision on the day before the transfer date 
under that Act) as was vested in the Director of the 
Office of Thrift Supervision on the transfer date 
under that Act.’’. 
(b) AMENDMENT TO SECTION 329.—Section 329 of the 
Revised Statutes of the United States (12 U.S.C. 11) is 
amended by inserting before the period at the end the fol-
lowing: ‘‘or any Federal savings association’’. 
(c) EFFECTIVE DATE.—This section, and the amend-
ments made by this section, shall take effect on the transfer 
date.
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SEC. 315. FEDERAL INFORMATION POLICY. 
Section 3502(5) of title 44, United States Code, is 
amended by inserting ‘‘Office of the Comptroller of the Cur-
rency,’’ after ‘‘the Securities and Exchange Commission,’’. 
SEC. 316. SAVINGS PROVISIONS. 
(a) OFFICE OF THRIFT SUPERVISION.— 
(1) EXISTING
RIGHTS, DUTIES, AND
OBLIGA-
TIONS NOT AFFECTED.—Sections 312(b) and 313 shall 
not affect the validity of any right, duty, or obliga-
tion of the United States, the Director of the Office 
of Thrift Supervision, the Office of Thrift Super-
vision, or any other person, that existed on the day 
before the transfer date. 
(2) CONTINUATION OF SUITS.—This title shall 
not abate any action or proceeding commenced by or 
against the Director of the Office of Thrift Super-
vision or the Office of Thrift Supervision before the 
transfer date, except that, for any action or pro-
ceeding arising out of a function of the Director of the 
Office of Thrift Supervision or the Office of Thrift Su-
pervision that is transferred to the Comptroller of the 
Currency, the Office of the Comptroller of the Cur-
rency, the Chairperson of the Corporation, the Cor-
poration, the Chairman of the Board of Governors, or 
the Board of Governors by this subtitle, the Comp-
troller of the Currency, the Office of the Comptroller
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† HR 4173 PP
of the Currency, the Chairperson of the Corporation, 
the Corporation, the Chairman of the Board of Gov-
ernors, or the Board of Governors shall be substituted 
for the Director of the Office of Thrift Supervision or 
the Office of Thrift Supervision, as appropriate, as a 
party to the action or proceeding as of the transfer 
date. 
(b) CONTINUATION OF EXISTING ORDERS, RESOLU-
TIONS, DETERMINATIONS, AGREEMENTS, REGULATIONS, 
AND OTHER MATERIALS.—All orders, resolutions, deter-
minations, agreements, regulations, interpretative rules, 
other interpretations, guidelines, procedures, and other ad-
visory materials that have been issued, made, prescribed, 
or allowed to become effective by the Office of Thrift Super-
vision, or by a court of competent jurisdiction, in the per-
formance of functions of the Office of Thrift Supervision 
that are transferred by this subtitle and that are in effect 
on the day before the transfer date, shall continue in effect 
according to the terms of those materials, and shall be en-
forceable by or against the Office of the Comptroller of the 
Currency, the Corporation, or the Board of Governors, as 
appropriate, until modified, terminated, set aside, or super-
seded in accordance with applicable law by the Office of 
the Comptroller of the Currency, the Corporation, or the
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Board of Governors, as appropriate, by any court of com-
petent jurisdiction, or by operation of law. 
(c) IDENTIFICATION OF REGULATIONS CONTINUED.— 
(1) BY THE OFFICE OF THE COMPTROLLER OF 
THE CURRENCY.—Not later than the transfer date, the 
Office of the Comptroller of the Currency shall— 
(A) in consultation with the Corporation, 
identify the regulations continued under sub-
section (b) that will be enforced by the Office of 
the Comptroller of the Currency; and 
(B) publish a list of such regulations in the 
Federal Register. 
(2) BY THE CORPORATION.—Not later than the 
transfer date, the Corporation shall— 
(A) in consultation with the Office of the 
Comptroller of the Currency, identify the regula-
tions continued under subsection (b) that will be 
enforced by the Corporation; and 
(B) publish a list of such regulations in the 
Federal Register. 
(3) BY THE BOARD OF GOVERNORS.—Not later 
than the transfer date, the Board of Governors shall— 
(A) in consultation with the Office of the 
Comptroller of the Currency and the Corpora-
tion, identify the regulations continued under
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subsection (b) that will be enforced by the Board 
of Governors; and 
(B) publish a list of such regulations in the 
Federal Register. 
(d) STATUS OF REGULATIONS PROPOSED OR NOT YET 
EFFECTIVE.— 
(1) PROPOSED
REGULATIONS.—Any proposed 
regulation of the Office of Thrift Supervision that the 
Office of Thrift Supervision, in performing functions 
transferred by this subtitle, has proposed before the 
transfer date, but has not published as a final regula-
tion before that date, shall be deemed to be a proposed 
regulation of the Office of the Comptroller of the Cur-
rency or the Board of Governors, as appropriate, ac-
cording to its terms. 
(2) REGULATIONS
NOT
YET
EFFECTIVE.—Any 
interim or final regulation of the Office of Thrift Su-
pervision that the Office of Thrift Supervision, in 
performing functions transferred by this subtitle, has 
published before the transfer date, but which has not 
become effective before that date, shall become effective 
as a regulation of the Office of the Comptroller of the 
Currency or the Board of Governors, as appropriate, 
according to its terms.
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SEC. 317. REFERENCES IN FEDERAL LAW TO FEDERAL 
BANKING AGENCIES. 
Except as provided in section 312(d)(2), on and after 
the transfer date, any reference in Federal law to the Direc-
tor of the Office of Thrift Supervision or the Office of Thrift 
Supervision, in connection with any function of the Direc-
tor of the Office of Thrift Supervision or the Office of Thrift 
Supervision transferred under section 312(b) or any other 
provision of this subtitle, shall be deemed to be a reference 
to the Comptroller of the Currency, the Office of the Comp-
troller of the Currency, the Chairperson of the Corporation, 
the Corporation, the Chairman of the Board of Governors, 
or the Board of Governors, as appropriate. 
SEC. 318. FUNDING. 
(a) FUNDING OF OFFICE OF THE COMPTROLLER OF 
THE CURRENCY.—Chapter 4 of title LXII of the Revised 
Statutes is amended by inserting after section 5240 (12 
U.S.C. 481, 482) the following: 
‘‘SEC. 5240A. The Comptroller of the Currency may 
collect an assessment, fee, or other charge from any entity 
described in section 3(q)(1) of the Federal Deposit Insur-
ance Act (12 U.S.C. 1813(q)(1)), as the Comptroller deter-
mines is necessary or appropriate to carry out the respon-
sibilities of the Office of the Comptroller of the Currency. 
In establishing the amount of an assessment, fee, or charge 
collected from an entity under this section, the Comptroller
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of the Currency may take into account the funds transferred 
to the Office of the Comptroller of the Currency under this 
section, the nature and scope of the activities of the entity, 
the amount and type of assets that the entity holds, the fi-
nancial and managerial condition of the entity, and any 
other factor, as the Comptroller of the Currency determines 
is appropriate. Funds derived from any assessment, fee, or 
charge collected or payment made pursuant to this section 
may be deposited by the Comptroller of the Currency in 
accordance with the provisions of section 5234. Such funds 
shall not be construed to be Government funds or appro-
priated monies, and shall not be subject to apportionment 
for purposes of chapter 15 of title 31, United States Code, 
or any other provision of law. The authority of the Comp-
troller of the Currency under this section shall be in addi-
tion to the authority under section 5240. 
‘‘The Comptroller of the Currency shall have sole au-
thority to determine the manner in which the obligations 
of the Office of the Comptroller of the Currency shall be in-
curred and its disbursements and expenses allowed and 
paid, in accordance with this section.’’. 
(b) FUNDING OF BOARD OF GOVERNORS.—Section 11 
of the Federal Reserve Act (12 U.S.C. 248) is amended by 
adding at the end the following:
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‘‘(s) ASSESSMENTS, FEES, AND OTHER CHARGES FOR 
CERTAIN COMPANIES.— 
‘‘(1) IN GENERAL.—The Board shall collect a 
total amount of assessments, fees, or other charges 
from the companies described in paragraph (2) that 
is equal to the total expenses the Board estimates are 
necessary or appropriate to carry out the responsibil-
ities of the Board with respect to such companies. 
‘‘(2) COMPANIES.—The companies described in 
this paragraph are— 
‘‘(A) all bank holding companies having 
total consolidated assets of $50,000,000,000 or 
more; 
‘‘(B) all savings and loan holding compa-
nies 
having 
total 
consolidated 
assets 
of 
$50,000,000,000 or more; and 
‘‘(C) all nonbank financial companies su-
pervised by the Board under section 113 of the 
Restoring American Financial Stability Act of 
2010.’’. 
(c) CORPORATION EXAMINATION FEES.—Section 10(e) 
of the Federal Deposit Insurance Act (12 U.S.C. 1820(e)) 
is amended by striking paragraph (1) and inserting the fol-
lowing:
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‘‘(1) REGULAR AND SPECIAL EXAMINATIONS OF 
DEPOSITORY INSTITUTIONS.—The cost of conducting 
any regular examination or special examination of 
any depository institution under subsection (b)(2), 
(b)(3), or (d) or of any entity described in section 
3(q)(2) may be assessed by the Corporation against 
the institution or entity to meet the expenses of the 
Corporation in carrying out such examinations, or as 
the Corporation determines is necessary or appro-
priate to carry out the responsibilities of the Corpora-
tion.’’. 
(d) EFFECTIVE DATE.—This section, and the amend-
ments made by this section, shall take effect on the transfer 
date. 
SEC. 319. CONTRACTING AND LEASING AUTHORITY. 
Notwithstanding the Federal Property and Adminis-
trative Services Act of 1949 (41 U.S.C. 251 et seq.) or any 
other provision of law, the Office of the Comptroller of the 
Currency may— 
(1) enter into and perform contracts, execute in-
struments, and acquire, in any lawful manner, such 
goods and services, or personal or real property (or 
property interest) as the Comptroller deems necessary 
to carry out the duties and responsibilities of the Of-
fice of the Comptroller of the Currency; and
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† HR 4173 PP
(2) hold, maintain, sell, lease, or otherwise dis-
pose of the property (or property interest) acquired 
under paragraph (1). 
Subtitle B—Transitional Provisions 
SEC. 321. INTERIM USE OF FUNDS, PERSONNEL, AND PROP-
ERTY OF THE OFFICE OF THRIFT SUPER-
VISION. 
(a) IN GENERAL.—Before the transfer date, the Office 
of the Comptroller of the Currency, the Corporation, and 
the Board of Governors shall— 
(1) consult and cooperate with the Office of 
Thrift Supervision to facilitate the orderly transfer of 
functions to the Office of the Comptroller of the Cur-
rency, the Corporation, and the Board of Governors 
in accordance with this title; 
(2) determine jointly, from time to time— 
(A) the amount of funds necessary to pay 
any expenses associated with the transfer of func-
tions (including expenses for personnel, property, 
and administrative services) during the period 
beginning on the date of enactment of this Act 
and ending on the transfer date; 
(B) which personnel are appropriate to fa-
cilitate the orderly transfer of functions by this 
title; and
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† HR 4173 PP
(C) what property and administrative serv-
ices are necessary to support the Office of the 
Comptroller of the Currency, the Corporation, 
and the Board of Governors during the period 
beginning on the date of enactment of this Act 
and ending on the transfer date; and 
(3) take such actions as may be necessary to pro-
vide for the orderly implementation of this title. 
(b) AGENCY CONSULTATION.—When requested jointly 
by the Office of the Comptroller of the Currency, the Cor-
poration, and the Board of Governors to do so before the 
transfer date, the Office of Thrift Supervision shall— 
(1) pay to the Office of the Comptroller of the 
Currency, the Corporation, or the Board of Governors, 
as applicable, from funds obtained by the Office of 
Thrift Supervision through assessments, fees, or other 
charges that the Office of Thrift Supervision is au-
thorized by law to impose, such amounts as the Office 
of the Comptroller of the Currency, the Corporation, 
and the Board of Governors jointly determine to be 
necessary under subsection (a); 
(2) detail to the Office of the Comptroller of the 
Currency, the Corporation, or the Board of Governors, 
as applicable, such personnel as the Office of the 
Comptroller of the Currency, the Corporation, and the
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† HR 4173 PP
Board of Governors jointly determine to be appro-
priate under subsection (a); and 
(3) make available to the Office of the Comp-
troller of the Currency, the Corporation, or the Board 
of Governors, as applicable, such property and pro-
vide to the Office of the Comptroller of the Currency, 
the Corporation, or the Board of Governors, as appli-
cable, such administrative services as the Office of the 
Comptroller of the Currency, the Corporation, and the 
Board of Governors jointly determine to be necessary 
under subsection (a). 
(c) NOTICE REQUIRED.—The Office of the Comptroller 
of the Currency, the Corporation, and the Board of Gov-
ernors shall jointly give the Office of Thrift Supervision rea-
sonable prior notice of any request that the Office of the 
Comptroller of the Currency, the Corporation, and the 
Board of Governors jointly intend to make under subsection 
(b). 
SEC. 322. TRANSFER OF EMPLOYEES. 
(a) IN GENERAL.— 
(1) OFFICE OF THRIFT SUPERVISION EMPLOY-
EES.— 
(A) IN GENERAL.—All employees of the Of-
fice of Thrift Supervision shall be transferred to 
the Office of the Comptroller of the Currency or
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the Corporation for employment in accordance 
with this section. 
(B) ALLOCATING EMPLOYEES FOR TRANS-
FER TO RECEIVING AGENCIES.—The Director of 
the Office of Thrift Supervision, the Comptroller 
of the Currency, and the Chairperson of the Cor-
poration shall— 
(i) jointly determine the number of em-
ployees of the Office of Thrift Supervision 
necessary to perform or support the func-
tions that are transferred to the Office of the 
Comptroller of the Currency or the Corpora-
tion by this title; and 
(ii) consistent with the determination 
under clause (i), jointly identify employees 
of the Office of Thrift Supervision for trans-
fer to the Office of the Comptroller of the 
Currency or the Corporation. 
(2) EMPLOYEES TRANSFERRED; SERVICE PERI-
ODS CREDITED.—For purposes of this section, periods 
of service with a Federal home loan bank, a joint of-
fice of Federal home loan banks, or a Federal reserve 
bank shall be credited as periods of service with a 
Federal agency.
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(3) APPOINTMENT
AUTHORITY
FOR
EXCEPTED 
SERVICE TRANSFERRED.— 
(A) IN GENERAL.—Except as provided in 
subparagraph (B), any appointment authority of 
the Office of Thrift Supervision under Federal 
law that relates to the functions transferred 
under section 312, including the regulations of 
the Office of Personnel Management, for filling 
the positions of employees in the excepted service 
shall be transferred to the Comptroller of the 
Currency or the Chairperson of the Corporation, 
as appropriate. 
(B) DECLINING TRANSFERS ALLOWED.—The 
Office of the Comptroller of the Currency or the 
Chairperson of the Corporation may decline to 
accept a transfer of authority under subpara-
graph (A) (and the employees appointed under 
that authority) to the extent that such authority 
relates to positions excepted from the competitive 
service because of their confidential, policy-mak-
ing, policy-determining, or policy-advocating 
character. 
(4) ADDITIONAL
APPOINTMENT
AUTHORITY.— 
Notwithstanding any other provision of law, the Of-
fice of the Comptroller of the Currency and the Cor-
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† HR 4173 PP
poration may appoint transferred employees to posi-
tions in the Office of the Comptroller of the Currency 
or the Corporation, respectively. 
(b) TIMING OF TRANSFERS AND POSITION ASSIGN-
MENTS.—Each employee to be transferred under subsection 
(a)(1) shall— 
(1) be transferred not later than 90 days after 
the transfer date; and 
(2) receive notice of the position assignment of 
the employee not later than 120 days after the effec-
tive date of the transfer of the employee. 
(c) TRANSFER OF FUNCTIONS.— 
(1) IN
GENERAL.—Notwithstanding any other 
provision of law, the transfer of employees under this 
subtitle shall be deemed a transfer of functions for the 
purpose of section 3503 of title 5, United States Code. 
(2) PRIORITY.—If any provision of this subtitle 
conflicts with any protection provided to a trans-
ferred employee under section 3503 of title 5, United 
States Code, the provisions of this subtitle shall con-
trol. 
(d) EMPLOYEE STATUS AND ELIGIBILITY.—The trans-
fer of functions and employees under this subtitle, and the 
abolishment of the Office of Thrift Supervision under sec-
tion 313, shall not affect the status of the transferred em-
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ployees as employees of an agency of the United States 
under any provision of law. 
(e) EQUAL STATUS AND TENURE POSITIONS.— 
(1) STATUS AND TENURE.—Each transferred em-
ployee from the Office of Thrift Supervision shall be 
placed in a position at the Office of the Comptroller 
of the Currency or the Corporation with the same sta-
tus and tenure as the transferred employee held on the 
day before the date on which the employee was trans-
ferred. 
(2) FUNCTIONS.—To the extent practicable, each 
transferred employee shall be placed in a position at 
the Office of the Comptroller of the Currency or the 
Corporation, as applicable, responsible for the same 
functions and duties as the transferred employee had 
on the day before the date on which the employee was 
transferred, in accordance with the expertise and pref-
erences of the transferred employee. 
(f) 
NO
ADDITIONAL
CERTIFICATION
REQUIRE-
MENTS.—An examiner who is a transferred employee shall 
not be subject to any additional certification requirements 
before being placed in a comparable position at the Office 
of the Comptroller of the Currency or the Corporation, if 
the examiner carries out examinations of the same type of 
institutions as an employee of the Office of the Comptroller
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of the Currency or the Corporation as the employee was 
responsible for carrying out before the date on which the 
employee was transferred. 
(g) PERSONNEL ACTIONS LIMITED.— 
(1) 2-YEAR PROTECTION.—Except as provided in 
paragraph (2), during the 2-year period beginning on 
the transfer date, an employee holding a permanent 
position on the day before the date on which the em-
ployee was transferred shall not be involuntarily sep-
arated or involuntarily reassigned outside the locality 
pay area (as defined by the Office of Personnel Man-
agement) of the employee. 
(2) EXCEPTIONS.—The Comptroller of the Cur-
rency and the Chairperson of the Corporation, as ap-
plicable, may— 
(A) separate a transferred employee for 
cause, including 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) 2-YEAR PROTECTION.—Except as provided in 
paragraph (2), during the 2-year period beginning on
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the date on which the employee was transferred under 
this subtitle, a transferred employee shall be paid at 
a rate that is not less than the basic rate of pay, in-
cluding any geographic differential, that the trans-
ferred employee received during the pay period imme-
diately preceding the date on which the employee was 
transferred. 
(2) EXCEPTIONS.—The Comptroller of the Cur-
rency or the Chairman of the Board of Governors 
may reduce the rate of basic pay of a transferred em-
ployee— 
(A) for cause, including for unacceptable 
performance; or 
(B) with the consent of the transferred em-
ployee. 
(3) PROTECTION ONLY WHILE EMPLOYED.—This 
subsection shall apply to a transferred employee only 
during the period that the transferred employee re-
mains employed by Office of the Comptroller of the 
Currency or the Corporation. 
(4) PAY
INCREASES
PERMITTED.—Nothing in 
this subsection shall limit the authority of the Comp-
troller of the Currency or the Chairperson of the Cor-
poration to increase the pay of a transferred em-
ployee.
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† HR 4173 PP
(i) BENEFITS.— 
(1) RETIREMENT BENEFITS FOR TRANSFERRED 
EMPLOYEES.— 
(A) IN GENERAL.— 
(i) CONTINUATION
OF
EXISTING
RE-
TIREMENT
PLAN.—Each transferred em-
ployee shall remain enrolled in the retire-
ment plan of the transferred employee, for 
as long as the transferred employee is em-
ployed by the Office of the Comptroller of 
the Currency or the Corporation. 
(ii) EMPLOYER’S CONTRIBUTION.—The 
Comptroller of the Currency or the Chair-
person of the Corporation, as appropriate, 
shall pay any employer contributions to the 
existing retirement plan of each transferred 
employee, as required under each such exist-
ing retirement plan. 
(B) DEFINITION.—In this paragraph, the 
term ‘‘existing retirement plan’’ means, with re-
spect to a transferred employee, the retirement 
plan (including the Financial Institutions Re-
tirement Fund), and any associated thrift sav-
ings plan, of the agency from which the employee 
was transferred in which the employee was en-
348 
† HR 4173 PP
rolled on the day before the date on which the 
employee was transferred. 
(2) BENEFITS OTHER THAN RETIREMENT BENE-
FITS.— 
(A) DURING FIRST YEAR.— 
(i) EXISTING PLANS CONTINUE.—Dur-
ing the 1-year period following the transfer 
date, each transferred employee may retain 
membership in any employee benefit pro-
gram (other than a retirement benefit pro-
gram) of the agency from which the em-
ployee was transferred under this title, in-
cluding any dental, vision, long term care, 
or life insurance program to which the em-
ployee belonged on the day before the trans-
fer date. 
(ii) EMPLOYER’S CONTRIBUTION.—The 
Office of the Comptroller of the Currency or 
the Corporation, as appropriate, shall pay 
any employer cost required to extend cov-
erage in the benefit program to the trans-
ferred employee as required under that pro-
gram or negotiated agreements. 
(B) DENTAL, VISION, OR LIFE INSURANCE 
AFTER FIRST YEAR.—If, after the 1-year period
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† HR 4173 PP
beginning on the transfer date, the Office of the 
Comptroller of the Currency or the Corporation 
determines that the Office of the Comptroller of 
the Currency or the Corporation, as the case may 
be, will not continue to participate in any den-
tal, vision, or life insurance program of an agen-
cy from which an employee was transferred, a 
transferred employee who is a member of the 
program may, before the decision takes effect and 
without regard to any regularly scheduled open 
season, elect to enroll in— 
(i) the enhanced dental benefits pro-
gram established under chapter 89A of title 
5, United States Code; 
(ii) the enhanced vision benefits estab-
lished under chapter 89B of title 5, United 
States Code; and 
(iii) the Federal Employees’ Group 
Life Insurance Program established under 
chapter 87 of title 5, United States Code, 
without regard to any requirement of insur-
ability. 
(C) LONG TERM CARE INSURANCE AFTER 
1ST YEAR.—If, after the 1-year period beginning 
on the transfer date, the Office of the Comptroller
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† HR 4173 PP
of the Currency or the Corporation determines 
that the Office of the Comptroller of the Currency 
or the Corporation, as appropriate, will not con-
tinue to participate in any long term care insur-
ance program of an agency from which an em-
ployee transferred, a transferred employee who is 
a member of such a program may, before the de-
cision takes effect, elect to apply for coverage 
under the Federal Long Term Care Insurance 
Program established under chapter 90 of title 5, 
United States Code, under the underwriting re-
quirements applicable to a new active workforce 
member, as described in part 875 of title 5, Code 
of Federal Regulations (or any successor thereto). 
(D) CONTRIBUTION OF TRANSFERRED EM-
PLOYEE.— 
(i) IN
GENERAL.—Subject to clause 
(ii), a transferred employee who is enrolled 
in a plan under the Federal Employees 
Health Benefits Program shall pay any em-
ployee contribution required under the plan. 
(ii) COST DIFFERENTIAL.—The Office 
of the Comptroller of the Currency or the 
Corporation, as applicable, shall pay any 
difference in cost between the employee con-
351 
† HR 4173 PP
tribution required under the plan provided 
to transferred employees by the agency from 
which the employee transferred on the date 
of enactment of this Act and the plan pro-
vided by the Office of the Comptroller of the 
Currency or the Corporation, as the case 
may be, under this section. 
(iii) FUNDS TRANSFER.—The Office of 
the Comptroller of the Currency or the Cor-
poration, as the case may be, shall transfer 
to the Employees Health Benefits Fund es-
tablished under section 8909 of title 5, 
United States Code, an amount determined 
by the Director of the Office of Personnel 
Management, after consultation with the 
Comptroller of the Currency or the Chair-
person of the Corporation, as the case may 
be, and the Office of Management and 
Budget, to be necessary to reimburse the 
Fund for the cost to the Fund of providing 
any benefits under this subparagraph that 
are not otherwise paid for by a transferred 
employee under clause (i). 
(E) SPECIAL PROVISIONS TO ENSURE CON-
TINUATION OF LIFE INSURANCE BENEFITS.—
352 
† HR 4173 PP
(i) IN
GENERAL.—An annuitant, as 
defined in section 8901 of title 5, United 
States Code, who is enrolled in a life insur-
ance plan administered by an agency from 
which employees are transferred under this 
title on the day before the transfer date shall 
be eligible for coverage by a life insurance 
plan under sections 8706(b), 8714a, 8714b, 
or 8714c of title 5, United States Code, or 
by a life insurance plan established by the 
Office of the Comptroller of the Currency or 
the Corporation, as applicable, without re-
gard to any regularly scheduled open season 
or any requirement of insurability. 
(ii) CONTRIBUTION OF TRANSFERRED 
EMPLOYEE.— 
(I) IN GENERAL.—Subject to sub-
clause (II), a transferred employee en-
rolled in a life insurance plan under 
this subparagraph shall pay any em-
ployee contribution required by the 
plan. 
(II) COST
DIFFERENTIAL.—The 
Office of the Comptroller of the Cur-
rency or the Corporation, as the case
353 
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may be, shall pay any difference in 
cost between the benefits provided by 
the agency from which the employee 
transferred on the date of enactment of 
this Act and the benefits provided 
under this section. 
(III) FUNDS TRANSFER.—The Of-
fice of the Comptroller of the Currency 
or the Corporation, as the case may be, 
shall transfer to the Federal Employ-
ees’ Group Life Insurance Fund estab-
lished under section 8714 of title 5, 
United States Code, an amount deter-
mined by the Director of the Office of 
Personnel Management, after consulta-
tion with the Comptroller of the Cur-
rency or the Chairperson of the Cor-
poration, as the case may be, and the 
Office of Management and Budget, to 
be necessary to reimburse the Federal 
Employees’ 
Group 
Life 
Insurance 
Fund for the cost to the Federal Em-
ployees’ Group Life Insurance Fund of 
providing benefits under this subpara-
graph not otherwise paid for by a
354 
† HR 4173 PP
transferred employee under subclause 
(I). 
(IV) CREDIT FOR TIME ENROLLED 
IN
OTHER
PLANS.—For any trans-
ferred employee, enrollment in a life 
insurance plan administered by the 
agency from which the employee trans-
ferred, immediately before enrollment 
in a life insurance plan under chapter 
87 of title 5, United States Code, shall 
be considered as enrollment in a life 
insurance plan under that chapter for 
purposes of section 8706(b)(1)(A) of 
title 5, United States Code. 
(j) INCORPORATION INTO AGENCY PAY SYSTEM.—Not 
later than 2 years after the transfer date, the Comptroller 
of the Currency and the Chairperson of the Corporation 
shall place each transferred employee into the established 
pay system and structure of the appropriate employing 
agency. 
(k) EQUITABLE TREATMENT.—In administering the 
provisions of this section, the Comptroller of the Currency 
and the Chairperson of the Corporation— 
(1) may not take any action that would unfairly 
disadvantage a transferred employee relative to any
355 
† HR 4173 PP
other employee of the Office of the Comptroller of the 
Currency or the Corporation on the basis of prior em-
ployment by the Office of Thrift Supervision; and 
(2) may take such action as is appropriate in an 
individual case to ensure that a transferred employee 
receives equitable treatment, with respect to the sta-
tus, 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 of 
the transferred employee. 
(l) REORGANIZATION.— 
(1) IN GENERAL.—If the Comptroller of the Cur-
rency or the Chairperson of the Corporation deter-
mines, during the 2-year period beginning 1 year 
after the transfer date, that a reorganization of the 
staff of the Office of the Comptroller of the Currency 
or the Corporation, respectively, is required, the reor-
ganization shall be deemed a ‘‘major reorganization’’ 
for purposes of affording affected employees retirement 
under section 8336(d)(2) or 8414(b)(1)(B) of title 5, 
United States Code. 
(2) SERVICE CREDIT.—For purposes of this sub-
section, periods of service with a Federal home loan 
bank or a joint office of Federal home loan banks
356 
† HR 4173 PP
shall be credited as periods of service with a Federal 
agency. 
SEC. 323. PROPERTY TRANSFERRED. 
(a) PROPERTY DEFINED.—For purposes of this sec-
tion, the term ‘‘property’’ includes all real property (includ-
ing leaseholds) and all personal property, including com-
puters, furniture, fixtures, equipment, books, accounts, 
records, reports, files, memoranda, paper, reports of exam-
ination, work papers, and correspondence related to such 
reports, and any other information or materials. 
(b) PROPERTY OF THE OFFICE OF THRIFT SUPER-
VISION.—Not later than 90 days after the transfer date, all 
property of the Office of Thrift Supervision that the Comp-
troller of the Currency and the Chairperson of the Corpora-
tion jointly determine is used, on the day before the transfer 
date, to perform or support the functions of the Office of 
Thrift Supervision transferred to the Office of the Comp-
troller of the Currency or the Corporation under this title, 
shall be transferred to the Office of the Comptroller of the 
Currency or the Corporation in a manner consistent with 
the transfer of employees under this subtitle. 
(c) CONTRACTS
RELATED
TO
PROPERTY
TRANS-
FERRED.—Each contract, agreement, lease, license, permit, 
and similar arrangement relating to property transferred 
to the Office of the Comptroller of the Currency or the Cor-
357 
† HR 4173 PP
poration by this section shall be transferred to the Office 
of the Comptroller of the Currency or the Corporation, as 
appropriate, together with the property to which it relates. 
(d) PRESERVATION OF PROPERTY.—Property identi-
fied for transfer under this section shall not be altered, de-
stroyed, or deleted before transfer under this section. 
SEC. 324. FUNDS TRANSFERRED. 
The funds that, on the day before the transfer date, 
the Director of the Office of Thrift Supervision (in consulta-
tion with the Comptroller of the Currency, the Chairperson 
of the Corporation, and the Chairman of the Board of Gov-
ernors) determines are not necessary to dispose of the affairs 
of the Office of Thrift Supervision under section 325 and 
are available to the Office of Thrift Supervision to pay the 
expenses of the Office of Thrift Supervision— 
(1) relating to the functions of the Office of 
Thrift 
Supervision 
transferred 
under 
section 
312(b)(1)(B), shall be transferred to the Office of the 
Comptroller of the Currency on the transfer date; 
(2) relating to the functions of the Office of 
Thrift 
Supervision 
transferred 
under 
section 
312(b)(1)(C), shall be transferred to the Corporation 
on the transfer date; and 
(3) relating to the functions of the Office of 
Thrift 
Supervision 
transferred 
under 
section
358 
† HR 4173 PP
312(b)(1)(A), shall be transferred to the Board of Gov-
ernors on the transfer date. 
SEC. 325. DISPOSITION OF AFFAIRS. 
(a) AUTHORITY OF DIRECTOR.—During the 90-day 
period beginning on the transfer date, the Director of the 
Office of Thrift Supervision— 
(1) shall, solely for the purpose of winding up 
the affairs of the Office of Thrift Supervision relating 
to any function transferred to the Office of the Comp-
troller of the Currency, the Corporation, or the Board 
of Governors under this title— 
(A) manage the employees of the Office of 
Thrift Supervision who have not yet been trans-
ferred and provide for the payment of the com-
pensation and benefits of the employees that ac-
crue before the date on which the employees are 
transferred under this title; and 
(B) manage any property of the Office of 
Thrift Supervision, until the date on which the 
property is transferred under section 323; and 
(2) may take any other action necessary to wind 
up the affairs of the Office of Thrift Supervision. 
(b) STATUS OF DIRECTOR.— 
(1) IN GENERAL.—Notwithstanding the transfer 
of functions under this subtitle, during the 90-day pe-
359 
† HR 4173 PP
riod beginning on the transfer date, the Director of 
the Office of Thrift Supervision shall retain and may 
exercise any authority vested in the Director of the 
Office of Thrift Supervision on the day before the 
transfer date, only to the extent necessary— 
(A) to wind up the Office of Thrift Super-
vision; and 
(B) to carry out the transfer under this sub-
title during such 90-day period. 
(2) OTHER PROVISIONS.—For purposes of para-
graph (1), the Director of the Office of Thrift Super-
vision shall, during the 90-day period beginning on 
the transfer date, continue to be— 
(A) treated as an officer of the United 
States; and 
(B) entitled to receive compensation at the 
same annual rate of basic pay that the Director 
of the Office of Thrift Supervision received on the 
day before the transfer date. 
SEC. 326. 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 transferred to the
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† HR 4173 PP
Office of the Comptroller of the Currency, the Corporation 
or the Board of Governors under this title, shall— 
(1) continue to provide such services, subject to 
reimbursement by the Office of the Comptroller of the 
Currency, the Corporation, or the Board of Governors, 
until the transfer of functions under this title is com-
plete; and 
(2) consult with the Comptroller of the Currency, 
the Chairperson of the Corporation, or the Chairman 
of the Board of Governors, as appropriate, to coordi-
nate and facilitate a prompt and orderly transition. 
Subtitle C—Federal Deposit 
Insurance Corporation 
SEC. 331. DEPOSIT INSURANCE REFORMS. 
(a) SIZE DISTINCTIONS.—Section 7(b)(2) of the Fed-
eral Deposit Insurance Act (12 U.S.C. 1817(b)(2)) is 
amended— 
(1) by striking subparagraph (D); and 
(2) by redesignating subparagraph (C) as sub-
paragraph (D). 
(b) ASSESSMENT
BASE.—The Corporation shall 
amend the regulations issued by the Corporation under sec-
tion 7(b)(2) of the Federal Deposit Insurance Act (12 
U.S.C. 1817(b)(2)) to define the term ‘‘assessment base’’
361 
† HR 4173 PP
with respect to an insured depository institution for pur-
poses of that section 7(b)(2), as an amount equal to— 
(1) the average consolidated total assets of the in-
sured depository institution during the assessment pe-
riod; minus 
(2) the sum of— 
(A) the average tangible equity of the in-
sured depository institution during the assess-
ment period; and 
(B) in the case of an insured depository in-
stitution that is a custodial bank (as defined by 
the Corporation, based on factors including the 
percentage of total revenues generated by custo-
dial businesses and the level of assets under cus-
tody) or a banker’s bank (as that term is used 
in section 5136 of the Revised Statutes (12 
U.S.C. 24)), an amount that the Corporation de-
termines is necessary to establish assessments 
consistent with the definition under section 
7(b)(1) of the Federal Deposit Insurance Act (12 
U.S.C. 1817(b)(1)) for a custodial bank or a 
banker’s bank.
362 
† HR 4173 PP
SEC. 332. MANAGEMENT OF THE FEDERAL DEPOSIT INSUR-
ANCE CORPORATION. 
(a) IN GENERAL.—Section 2 of the Federal Deposit In-
surance Act (12 U.S.C. 1812) is amended— 
(1) in subsection (a)(1)(B), by striking ‘‘Director 
of the Office of Thrift Supervision’’ and inserting 
‘‘Director of the Consumer Financial Protection Bu-
reau’’; 
(2) by amending subsection (d)(2) to read as fol-
lows: 
‘‘(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 suc-
cessor, 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 Di-
rectors in the place of the Comptroller of the Cur-
rency.’’; and 
(3) in subsection (f)(2), by striking ‘‘or of the Of-
fice of Thrift Supervision’’. 
(b) EFFECTIVE DATE.—This section, and the amend-
ments made by this section, shall take effect on the transfer 
date.
363 
† HR 4173 PP
Subtitle D—Termination of Federal 
Thrift Charter 
SEC. 341. TERMINATION OF FEDERAL SAVINGS ASSOCIA-
TIONS. 
(a) IN GENERAL.—Beginning on the date of enactment 
of this Act, the Director of the Office of Thrift Supervision, 
or the Comptroller of the Currency, may not issue a charter 
for a Federal savings association under section 5 of the 
Home Owners’ Loan Act (12 U.S.C. 1464). 
(b) CONFORMING AMENDMENT.—Section 5(a) of the 
Home Owner’s Loan Act (12 U.S.C. 1464(a)) is amended 
to read as follows: 
‘‘(a) IN GENERAL.—In order to provide thrift institu-
tions for the deposit of funds and for the extension of credit 
for homes and other goods and services, the Comptroller of 
the Currency is authorized, under such regulations as the 
Comptroller of the Currency may prescribe, to provide for 
the examination, operation, and regulation of associations 
to be known as ‘Federal savings associations’ (including 
Federal savings banks), giving primary consideration to the 
best practices of thrift institutions in the United States. The 
lending and investment powers conferred by this section are 
intended to encourage such institutions to provide credit for 
housing safely and soundly.’’.
364 
† HR 4173 PP
(c) PROSPECTIVE REPEAL.—Effective on the date on 
which the Comptroller of the Currency determines that no 
Federal savings associations exist, section 5 of the Home 
Owner’s Loan Act (12 U.S.C. 1464) is repealed. 
SEC. 342. BRANCHING. 
Notwithstanding the Federal Deposit Insurance Act 
(12 U.S.C. 1811 et seq.), the Bank Holding Company Act 
of 1956 (12 U.S.C. 1841 et seq.), or any other provision 
of Federal or State law, a savings association that becomes 
a bank may continue to operate any branch or agency that 
the savings association operated immediately before the sav-
ings association became a bank. 
TITLE IV—REGULATION OF AD-
VISERS 
TO 
HEDGE 
FUNDS 
AND OTHERS 
SEC. 401. SHORT TITLE. 
This title may be cited as the ‘‘Private Fund Invest-
ment Advisers Registration Act of 2010’’. 
SEC. 402. DEFINITIONS. 
(a) INVESTMENT ADVISERS ACT
OF 1940 DEFINI-
TIONS.—Section 202(a) of the Investment Advisers Act of 
1940 (15 U.S.C. 80b–2(a)) is amended by adding at the 
end the following: 
‘‘(29) The term ‘private fund’ means an issuer 
that would be an investment company, as defined in