I 
111TH CONGRESS 
1ST SESSION H. R. 4173 
To provide for financial regulatory reform, to protect consumers and investors, 
to enhance Federal understanding of insurance issues, to regulate the 
over-the-counter derivatives markets, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
DECEMBER 2, 2009 
Mr. FRANK of Massachusetts introduced the following bill; which was referred 
to the Committee on Financial Services, and in addition to the Commit-
tees on Agriculture, Energy and Commerce, the Judiciary, Rules, the 
Budget, Oversight and Government Reform, and Ways and Means, for 
a period to be subsequently determined by the Speaker, in each case for 
consideration of such provisions as fall within the jurisdiction of the com-
mittee concerned 
A BILL 
To provide for financial regulatory reform, to protect con-
sumers and investors, to enhance Federal understanding 
of insurance issues, to regulate the over-the-counter de-
rivatives markets, and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘The Wall Street Re-
form and Consumer Protection Act of 2009’’. 
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SEC. 2. TABLE OF CONTENTS. 
The table of contents for this Act is as follows: 
Sec. 1. Short title. 
Sec. 2. Table of contents. 
TITLE I—FINANCIAL STABILITY IMPROVEMENT ACT 
Sec. 1000. Short title; definitions. 
Sec. 1000A. Restrictions on the Federal Reserve System pending audit report. 
Subtitle A—The Financial Services Oversight Council 
Sec. 1001. Financial Services Oversight Council established. 
Sec. 1002. Resolution of disputes among Federal financial regulatory agencies. 
Sec. 1003. Technical and professional advisory committees. 
Sec. 1004. Financial Services Oversight Council meetings and council govern-
ance. 
Sec. 1005. Council staff and funding. 
Sec. 1006. Reports to the Congress. 
Sec. 1007. Applicability of certain Federal laws. 
Sec. 1008. Oversight by GAO. 
Subtitle B—Prudential Regulation of Companies and Activities for Financial 
Stability Purposes 
Sec. 1101. Council and Board authority to obtain information. 
Sec. 1102. Council prudential regulation recommendations to Federal financial 
regulatory agencies. 
Sec. 1103. Subjecting financial companies to stricter prudential standards for 
financial stability purposes. 
Sec. 1104. Stricter prudential standards for certain financial holding companies 
for financial stability purposes. 
Sec. 1105. Mitigation of systemic risk. 
Sec. 1106. Subjecting activities or practices to stricter prudential standards for 
financial stability purposes. 
Sec. 1107. Stricter regulation of activities and practices for financial stability 
purposes. 
Sec. 1108. Effect of rescission of identification. 
Sec. 1109. Emergency financial stabilization. 
Sec. 1110. Corporation must receive warrants when paying or risking taxpayer 
funds. 
Sec. 1111. Examinations and enforcement actions for insurance and resolutions 
purposes. 
Sec. 1112. Study of the effects of size and complexity of financial institutions 
on capital market efficiency and economic growth. 
Sec. 1113. Exercise of Federal Reserve authority. 
Sec. 1114. Stress tests. 
Sec. 1115. Contingent Capital. 
Sec. 1116. Restriction on proprietary trading by designated financial holding 
companies. 
Sec. 1117. Rule of construction. 
Subtitle C—Improvements to Supervision and Regulation of Federal 
Depository Institutions 
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Sec. 1201. Definitions. 
Sec. 1202. Amendments to the Home Owners’ Loan Act relating to transfer of 
functions. 
Sec. 1203. Amendments to the revised statutes. 
Sec. 1204. Power and duties transferred. 
Sec. 1205. Transfer date. 
Sec. 1206. Expiration of term of comptroller. 
Sec. 1207. Office of Thrift Supervision abolished. 
Sec. 1208. Savings provisions. 
Sec. 1209. Regulations and orders. 
Sec. 1210. Coordination of transition activities. 
Sec. 1211. Interim responsibilities of office of the comptroller of the currency 
and office of thrift supervision. 
Sec. 1212. Employees transferred. 
Sec. 1213. Property transferred. 
Sec. 1214. Funds transferred. 
Sec. 1215. Disposition of affairs. 
Sec. 1216. Continuation of services. 
Sec. 1217. Contracting and leasing authority. 
Sec. 1218. Treatment of savings and loan holding companies. 
Sec. 1219. Practices of certain mutual thrift holding companies preserved. 
Sec. 1220. Implementation plan and reports. 
Sec. 1221. Composition of board of directors of the Federal Deposit Insurance 
Corporation. 
Sec. 1222. Amendments to section 3. 
Sec. 1223. Amendments to section 7. 
Sec. 1224. Amendments to section 8. 
Sec. 1225. Amendments to section 11. 
Sec. 1226. Amendments to section 13. 
Sec. 1227. Amendments to section 18. 
Sec. 1228. Amendments to section 28. 
Sec. 1229. Amendments to the Alternative Mortgage Transaction Parity Act of 
1982. 
Sec. 1230. Amendments to the Bank Holding Company Act of 1956. 
Sec. 1231. Amendments to the Bank Protection Act of 1968. 
Sec. 1232. Amendments to the Bank Service Company Act. 
Sec. 1233. Amendments to the Community Reinvestment Act of 1977. 
Sec. 1234. Amendments to the Depository Institution Management Interlocks 
Act. 
Sec. 1235. Amendments to the Emergency Homeowners’ Relief Act. 
Sec. 1236. Amendments to the Equal Credit Opportunity Act. 
Sec. 1237. Amendments to the Federal Credit Union Act. 
Sec. 1238. Amendments to the Federal Financial Institutions Examination 
Council Act of 1978. 
Sec. 1239. Amendments to the Federal Home Loan Bank Act. 
Sec. 1240. Amendments to the Federal Reserve Act. 
Sec. 1241. Amendments to the Financial Institutions Reform, Recovery, and 
Enforcement Act of 1989. 
Sec. 1242. Amendments to the Housing Act of 1948. 
Sec. 1243. Amendments to the Housing and Community Development Act of 
1992 and the Federal Housing Enterprises Financial Safety 
and Soundness Act of 1992. 
Sec. 1244. Amendment to the Housing and Urban-Rural Recovery Act of 1983. 
Sec. 1245. Amendments to the National Housing Act. 
Sec. 1246. Amendments to the Right to Financial Privacy Act of 1978. 
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Sec. 1247. Amendments to the Balanced Budget and Emergency Deficit Con-
trol Act of 1985. 
Sec. 1248. Amendments to the Crime Control Act of 1990. 
Sec. 1249. Amendment to the Flood Disaster Protection Act of 1973. 
Sec. 1250. Amendment to the Investment Company Act of 1940. 
Sec. 1251. Amendment to the Neighborhood Reinvestment Corporation Act. 
Sec. 1252. Amendments to the Securities Exchange Act of 1934. 
Sec. 1253. Amendments to title 18, United States Code. 
Sec. 1254. Amendments to title 31, United States Code. 
Sec. 1255. Requirement for Countercyclical Capital Requirements. 
Sec. 1256. Transfer of authority to the Board with respect to savings and loan 
holding companies. 
Subtitle D—Further Improvements to the Regulation of Bank Holding 
Companies and Depository Institutions 
Sec. 1301. Treatment of industrial loan companies, savings associations, and 
certain other companies under the bank holding company act. 
Sec. 1302. Registration of certain companies as bank holding companies. 
Sec. 1303. Reports and examinations of bank holding companies; regulation of 
functionally regulated subsidiaries. 
Sec. 1304. Requirements for financial holding companies to remain well capital-
ized and well managed. 
Sec. 1305. Standards for interstate acquisitions. 
Sec. 1306. Enhancing existing restrictions on bank transactions with affiliates. 
Sec. 1307. Eliminating exceptions for transactions with financial subsidiaries. 
Sec. 1308. Lending limits applicable to credit exposure on derivative trans-
actions, repurchase agreements, reverse repurchase agree-
ments, and securities lending and borrowing transactions. 
Sec. 1309. Restriction on conversions of troubled banks and thrifts. 
Sec. 1310. Lending limits to insiders. 
Sec. 1311. Limitations on purchases of assets from insiders. 
Sec. 1312. Rules regarding capital levels of bank holding companies. 
Sec. 1313. Enhancements to factors to be considered in certain acquisitions. 
Sec. 1314. Elimination of elective investment bank holding company frame-
work. 
Sec. 1315. Examination fees for large bank holding companies. 
Subtitle E—Improvements to the Federal Deposit Insurance Fund 
Sec. 1401. Accounting for actual risk to the Deposit Insurance Fund. 
Sec. 1402. Creating a risk-focused assessment base. 
Sec. 1403. Elimination of procyclical assessments. 
Sec. 1404. Enhanced access to information for deposit insurance purposes. 
Sec. 1405. Transition reserve ratio requirements to reflect new assessment 
base. 
Subtitle F—Improvements to the Asset-backed Securitization Process 
Sec. 1501. Short title. 
Sec. 1502. Credit risk retention. 
Sec. 1503. Periodic and other reporting under the Securities Exchange Act of 
1934 for asset-backed securities. 
Sec. 1504. Representations and warranties in asset-backed offerings. 
Sec. 1505. Exempted transactions under the Securities Act of 1933. 
Sec. 1506. Study on the macroeconomic effects of risk retention requirements. 
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Subtitle G—Enhanced Dissolution Authority 
Sec. 1601. Short title. 
Sec. 1602. Definitions. 
Sec. 1603. Systemic risk determination. 
Sec. 1604. Resolution; stabilization. 
Sec. 1605. Judicial review. 
Sec. 1606. Directors not liable for acquiescing in appointment of receiver. 
Sec. 1607. Termination and exclusion of other actions. 
Sec. 1608. Rulemaking. 
Sec. 1609. Powers and duties of corporation. 
Sec. 1610. Clarification of prohibition regarding concealment of assets from re-
ceiver or liquidating agent. 
Sec. 1611. Office of Resolution. 
Sec. 1612. Miscellaneous provisions. 
Sec. 1613. Amendment to Federal Deposit Insurance Act. 
Sec. 1614. Application of executive compensation limitations. 
Subtitle H—Additional Improvements for Financial Crisis Management 
Sec. 1701. Additional improvements for financial crisis management. 
Sec. 1702. Certain restrictions related to foreign currency swap authority. 
Sec. 1703. Additional oversight of financial regulatory system. 
Subtitle I—Miscellaneous 
Sec. 1801. Inclusion of minorities and women; Diversity in agency workforce. 
Subtitle J—International Policy Coordination 
Sec. 1901. International policy coordination. 
Subtitle K—International Financial Provisions 
Sec. 1951. Access to United States financial market by foreign institutions. 
TITLE II—CORPORATE AND FINANCIAL INSTITUTION 
COMPENSATION FAIRNESS ACT 
Sec. 2001. Short title. 
Sec. 2002. Shareholder vote on executive compensation disclosures. 
Sec. 2003. Compensation committee independence. 
Sec. 2004. Enhanced compensation structure reporting to reduce perverse in-
centives. 
TITLE III—OVER-THE-COUNTER DERIVATIVES MARKETS ACT 
Sec. 3001. Short title. 
Subtitle A—Regulation of Swap Markets 
Sec. 3101. Definitions. 
Sec. 3102. Jurisdiction. 
Sec. 3103. Clearing. 
Sec. 3104. Public reporting of aggregate swap data. 
Sec. 3105. Swap repositories. 
Sec. 3106. Reporting and recordkeeping. 
Sec. 3107. Registration and regulation of swap dealers and major swap partici-
pants. 
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Sec. 3108. Segregation of assets held as collateral in swap transactions. 
Sec. 3109. Conflicts of interest. 
Sec. 3110. Swap execution facilities. 
Sec. 3111. Derivatives transaction execution facilities and exempt boards of 
trade. 
Sec. 3112. Designated contract markets. 
Sec. 3113. Position limits. 
Sec. 3114. Enhanced authority over registered entities. 
Sec. 3115. Foreign boards of trade. 
Sec. 3116. Legal certainty for swaps. 
Sec. 3117. Multilateral clearing organizations. 
Sec. 3118. Primary enforcement authority. 
Sec. 3119. Enforcement. 
Sec. 3120. Retail commodity transactions. 
Sec. 3121. Large swap trader reporting. 
Sec. 3122. Authority to ban abusive swaps. 
Sec. 3123. International harmonization. 
Sec. 3124. Authority to ban access to the United States Financial System. 
Sec. 3125. Other authority. 
Sec. 3126. Antitrust. 
Sec. 3127. Effective date. 
Subtitle B—Regulation of Security-Based Swap Markets 
Sec. 3201. Definitions under the Securities Exchange Act of 1934. 
Sec. 3202. Repeal of prohibition on regulation of security-based swaps. 
Sec. 3203. Amendments to the Securities Exchange Act of 1934. 
Sec. 3204. Registration and regulation of swap dealers and major swap partici-
pants. 
Sec. 3205. National security exchange registration requirements. 
Sec. 3206. Reporting and recordkeeping. 
Sec. 3207. State gaming and bucket shop laws. 
Sec. 3208. Amendments to the Securities Act of 1933; treatment of security- 
based swaps. 
Sec. 3209. Other authority. 
Sec. 3210. Jurisdiction. 
Sec. 3211. Effective date. 
Subtitle C—Miscellaneous 
Sec. 3301. Study on feasibility of requiring use of standardized algorithmic de-
scriptions for financial derivatives. 
Sec. 3302. Study of desirability and feasibility of establishing single regulator 
for all transactions involving financial derivatives. 
Sec. 3303. Recommendations for changes to insolvency laws. 
Sec. 3304. Prohibition against government assistance. 
TITLE IV—CONSUMER FINANCIAL PROTECTION AGENCY ACT 
Sec. 4001. Short title. 
Sec. 4002. Definitions. 
Subtitle A—Establishment of the Agency 
Sec. 4101. Establishment of the Consumer Financial Protection Agency. 
Sec. 4102. Director. 
Sec. 4103. Consumer Financial Protection Oversight Board. 
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Sec. 4104. Executive and administrative powers. 
Sec. 4105. Administration. 
Sec. 4106. Consumer Advisory Board. 
Sec. 4107. Coordination. 
Sec. 4108. Reports to the Congress. 
Sec. 4109. Funding; fees and assessments; penalties and fines. 
Sec. 4110. Amendments relating to other administrative provisions. 
Sec. 4111. Effective date. 
Subtitle B—General Powers of the Director and Agency 
Sec. 4201. Mandate and objectives. 
Sec. 4202. Authorities. 
Sec. 4203. Examination and enforcement for small banks, thrifts, and credit 
unions. 
Sec. 4204. Simultaneous and coordinated supervisory action. 
Sec. 4205. Limitations on authority of agency and director. 
Sec. 4206. Collection of information; confidentiality regulations. 
Sec. 4207. Monitoring; assessments of significant regulations; reports. 
Sec. 4208. Authority to restrict mandatory predispute arbitration. 
Sec. 4209. Registration and supervision of nondepository covered persons. 
Sec. 4210. Effective date. 
Subtitle C—Specific Authorities 
Sec. 4301. Prohibiting unfair, deceptive, or abusive acts or practices. 
Sec. 4302. Disclosures. 
Sec. 4303. Sales practices. 
Sec. 4304. Pilot disclosures. 
Sec. 4305. Adopting operational standards to deter unfair, deceptive, or abusive 
practices. 
Sec. 4306. Duties. 
Sec. 4307. Consumer rights to access information. 
Sec. 4308. Prohibited acts. 
Sec. 4309. Treatment of remittance transfers. 
Sec. 4310. Effective date. 
Sec. 4311. No authority to require the offering of financial products or services. 
Sec. 4312. Appraisal independence requirements. 
Subtitle D—Preservation of State Law 
Sec. 4401. Relation to State law. 
Sec. 4402. Preservation of enforcement powers of States. 
Sec. 4403. Preservation of existing contracts. 
Sec. 4404. State law preemption standards for national banks and subsidiaries 
clarified. 
Sec. 4405. Visitorial standards. 
Sec. 4406. Clarification of law applicable to nondepository institution subsidi-
aries. 
Sec. 4407. State law preemption standards for Federal savings associations and 
subsidiaries clarified. 
Sec. 4408. Visitorial standards. 
Sec. 4409. Clarification of law applicable to nondepository institution subsidi-
aries. 
Sec. 4410. Effective date. 
Subtitle E—Enforcement Powers 
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Sec. 4501. Definitions. 
Sec. 4502. Investigations and administrative discovery. 
Sec. 4503. Hearings and adjudication proceedings. 
Sec. 4504. Litigation authority. 
Sec. 4505. Relief available. 
Sec. 4506. Referrals for criminal proceedings. 
Sec. 4507. Employee protection. 
Sec. 4508. Effective date. 
Subtitle F—Transfer of Functions and Personnel; Transitional Provisions 
Sec. 4601. Transfer of certain functions. 
Sec. 4602. Designated transfer date. 
Sec. 4603. Savings provisions. 
Sec. 4604. Transfer of certain personnel. 
Sec. 4605. Incidental transfers. 
Sec. 4606. Interim authority of the Secretary. 
Subtitle G—Regulatory Improvements 
Sec. 4701. Collection of deposit account data. 
Sec. 4702. Small business data collection. 
Sec. 4703. Annual financial autopsy. 
Subtitle H—Conforming Amendments 
Sec. 4801. Amendments to the Inspector General Act of 1978. 
Sec. 4802. Amendments to the Privacy Act of 1974. 
Sec. 4803. Amendments to the Alternative Mortgage Transaction Parity Act of 
1982. 
Sec. 4804. Amendments to the Consumer Credit Protection Act. 
Sec. 4805. Amendments to the Expedited Funds Availability Act. 
Sec. 4806. Amendments to the Federal Deposit Insurance Act. 
Sec. 4807. Amendments to the Gramm-Leach-Bliley Act. 
Sec. 4808. Amendments to the Home Mortgage Disclosure Act of 1975. 
Sec. 4809. Amendments to division D of the Omnibus Appropriations Act, 
2009. 
Sec. 4810. Amendments to the Homeowners Protection Act of 1998. 
Sec. 4811. Amendments to the Real Estate Settlement Procedures Act of 1974. 
Sec. 4812. Amendments to the Right to Financial Privacy Act of 1978. 
Sec. 4813. Amendments to the Secure and Fair Enforcement for Mortgage Li-
censing Act of 2008. 
Sec. 4814. Amendments to the Truth in Savings Act. 
Sec. 4815. Amendments to the Telemarketing and Consumer Fraud and Abuse 
Prevention Act. 
Sec. 4816. Membership in Financial Literacy and Education Commission. 
Sec. 4817. Effective date. 
Subtitle I—Improvements to the Federal Trade Commission Act 
Sec. 4901. Amendments to the Federal Trade Commission Act. 
TITLE V—CAPITAL MARKETS 
Subtitle A—Private Fund Investment Advisers Registration Act 
Sec. 5001. Short title. 
Sec. 5002. Definitions. 
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Sec. 5003. Elimination of private adviser exemption; Limited exemption for for-
eign private fund advisers; Limited intrastate exemption. 
Sec. 5004. Collection of systemic risk data. 
Sec. 5005. Elimination of disclosure provision. 
Sec. 5006. Exemption of and reporting by venture capital fund advisers. 
Sec. 5007. Exemption of and reporting by certain private fund advisers. 
Sec. 5008. Clarification of rulemaking authority. 
Sec. 5009. GAO study. 
Sec. 5010. Effective date; Transition period. 
Sec. 5011. Qualified client standard. 
Subtitle B—Accountability and Transparency in Rating Agencies Act 
Sec. 6001. Short title. 
Sec. 6002. Enhanced regulation of nationally recognized statistical rating orga-
nizations. 
Sec. 6003. Standards for private actions. 
Sec. 6004. Issuer disclosure of preliminary ratings. 
Sec. 6005. Change to designation. 
Sec. 6006. Timeline for regulations. 
Sec. 6007. Elimination of exemption from fair disclosure rule. 
Sec. 6008. Advisory Board. 
Sec. 6009. Removal of statutory references to credit ratings. 
Sec. 6010. Review of reliance on ratings. 
Sec. 6011. Publication of rating histories on the EDGAR system. 
Sec. 6012. Effect of Rule 436(g). 
Sec. 6013. Studies. 
Subtitle C—Investor Protection Act 
Sec. 7001. Short title. 
PART 1—DISCLOSURE 
Sec. 7101. Investor Advisory Committee established. 
Sec. 7102. Clarification of the Commission’s authority to engage in consumer 
testing. 
Sec. 7103. Establishment of a fiduciary duty for brokers, dealers, and invest-
ment advisers, and harmonization of regulation. 
Sec. 7104. Commission study on disclosure to retail customers before purchase 
of products or services. 
Sec. 7105. Beneficial ownership and short-swing profit reporting. 
Sec. 7106. Revision to recordkeeping rules. 
Sec. 7107. Study on enhancing investment advisor examinations. 
Sec. 7108. GAO study of financial planning. 
PART 2—ENFORCEMENT AND REMEDIES 
Sec. 7201. Authority to restrict mandatory pre-dispute arbitration. 
Sec. 7202. Comptroller General study to review securities arbitration system. 
Sec. 7203. Whistleblower protection. 
Sec. 7204. Conforming amendments for whistleblower protection. 
Sec. 7205. Implementation and transition provisions for whistleblower protec-
tions. 
Sec. 7206. Collateral bars. 
Sec. 7207. Aiding and abetting authority under the Securities Act and the In-
vestment Company Act. 
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Sec. 7208. Authority to impose penalties for aiding and abetting violations of 
the Investment Advisers Act. 
Sec. 7209. Deadline for completing examinations, inspections and enforcement 
actions. 
Sec. 7210. Nationwide service of subpoenas. 
Sec. 7211. Authority to impose civil penalties in cease and desist proceedings. 
Sec. 7212. Formerly associated persons. 
Sec. 7213. Sharing privileged information with other authorities. 
Sec. 7214. Expanded access to grand jury material. 
Sec. 7215. Aiding and abetting standard of knowledge satisfied by recklessness. 
Sec. 7216. Extraterritorial jurisdiction of the antifraud provisions of the Fed-
eral securities laws. 
Sec. 7217. Fidelity bonding. 
Sec. 7218. Enhanced SEC authority to conduct surveillance and risk assess-
ment. 
Sec. 7219. Investment company examinations. 
Sec. 7220. Control person liability under the Securities Exchange Act. 
Sec. 7221. Enhanced application of anti-fraud provisions. 
Sec. 7222. SEC authority to issue rules on proxy access. 
PART 3—COMMISSION FUNDING AND ORGANIZATION 
Sec. 7301. Authorization of appropriations. 
Sec. 7302. Investment adviser regulation funding. 
Sec. 7303. Amendments to section 31 of the Securities Exchange Act of 1934. 
Sec. 7304. Commission organizational study and reform. 
Sec. 7305. Capital Markets Safety Board. 
Sec. 7306. Report on implementation of ‘‘post-Madoff reforms’’. 
Sec. 7307. Joint Advisory Committee. 
PART 4—ADDITIONAL COMMISSION REFORMS 
Sec. 7401. Regulation of securities lending. 
Sec. 7402. Lost and stolen securities. 
Sec. 7403. Fingerprinting. 
Sec. 7404. Equal treatment of self-regulatory organization rules. 
Sec. 7405. Clarification that section 205 of the Investment Advisers Act of 
1940 does not apply to State-registered advisers. 
Sec. 7406. Conforming amendments for the repeal of the Public Utility Holding 
Company Act of 1935. 
Sec. 7407. Promoting transparency in financial reporting. 
Sec. 7408. Unlawful margin lending. 
Sec. 7409. Protecting confidentiality of materials submitted to the Commission. 
Sec. 7410. Technical corrections. 
Sec. 7411. Municipal securities. 
Sec. 7412. Interested person definition. 
Sec. 7413. Rulemaking authority to protect redeeming investors. 
Sec. 7414. Study on SEC revolving door. 
Sec. 7415. Study on internal control evaluation and reporting cost burdens on 
smaller issuers. 
Sec. 7416. Analysis of rule regarding smaller reporting companies. 
Sec. 7417. Financial Reporting Forum. 
Sec. 7418. Investment advisers subject to State authorities. 
Sec. 7419. Custodial requirements. 
Sec. 7420. Ombudsman. 
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PART 5—SECURITIES INVESTOR PROTECTION ACT AMENDMENTS 
Sec. 7501. Increasing the minimum assessment paid by SIPC members. 
Sec. 7502. Increasing the borrowing limit on treasury loans. 
Sec. 7503. Increasing the cash limit of protection. 
Sec. 7504. SIPC as trustee in SIPA liquidation proceedings. 
Sec. 7505. Insiders ineligible for SIPC advances. 
Sec. 7506. Eligibility for direct payment procedure. 
Sec. 7507. Increasing the fine for prohibited acts under SIPA. 
Sec. 7508. Penalty for misrepresentation of SIPC membership or protection. 
Sec. 7509. Futures held in a portfolio margin securities account protection. 
Sec. 7510. Study and report on the feasibility of risk-based assessments for 
SIPC members. 
Sec. 7511. Budgetary treatment of Commission loans to SIPC. 
PART 6—SARBANES-OXLEY ACT AMENDMENTS 
Sec. 7601. Public Company Accounting Oversight Board oversight of auditors 
of brokers and dealers. 
Sec. 7602. Foreign regulatory information sharing. 
Sec. 7603. Expansion of audit information to be produced and exchanged with 
foreign counterparts. 
Sec. 7604. Conforming amendment related to registration. 
Sec. 7605. Fair fund amendments. 
Sec. 7606. Exemption for nonaccelerated filers. 
Sec. 7607. Whistleblower protection against retaliation by a subsidiary of an 
issuer. 
Sec. 7608. Congressional access to information. 
Sec. 7609. Creation of ombudsman for the PCAOB. 
Sec. 7610. Auditing Oversight Board. 
PART 7—SENIOR INVESTMENT PROTECTION 
Sec. 7701. Findings. 
Sec. 7702. Definitions. 
Sec. 7703. Grants to States for enhanced protection of seniors from being mis-
lead by false designations. 
Sec. 7704. Applications. 
Sec. 7705. Length of participation. 
Sec. 7706. Authorization of appropriations. 
PART 8—REGISTRATION OF MUNICIPAL FINANCIAL ADVISORS 
Sec. 7801. Municipal financial adviser registration requirement. 
Sec. 7802. Conforming amendments. 
Sec. 7803. Effective dates. 
TITLE VI—FEDERAL INSURANCE OFFICE 
Sec. 8001. Short title. 
Sec. 8002. Federal Insurance Office established. 
Sec. 8003. Report on global reinsurance market. 
Sec. 8004. Study on modernization and improvement of insurance regulation in 
the United States. 
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TITLE I—FINANCIAL STABILITY 
IMPROVEMENT ACT 
SEC. 1000. SHORT TITLE; DEFINITIONS. 
(a) SHORT TITLE.—This title may be cited as the 
‘‘Financial Stability Improvement Act of 2009’’. 
(b) DEFINITIONS.—For purposes of this title, the fol-
lowing definitions shall apply: 
(1) The term ‘‘Board’’ means the Board of 
Governors of the Federal Reserve System. 
(2) The term ‘‘Council’’ means the Financial 
Services Oversight Council established under section 
1001. 
(3) The term ‘‘Federal financial regulatory 
agency’’ means any agency that has a voting mem-
ber of the Council as set forth in section 1001(b)(1). 
(4) The term ‘‘financial company’’ means a 
company or other entity— 
(A) that is— 
(i) incorporated or organized under 
the laws of the United States or any State, 
territory, or possession of the United 
States, the District of Columbia, Common-
wealth of Puerto Rico, Commonwealth of 
Northern Mariana Islands, Guam, Amer-
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ican Samoa, or the United States Virgin 
Islands; or 
(ii) a company incorporated in or or-
ganized in a country other than the United 
States that has significant operations in 
the United States through— 
(I) a Federal or State branch or 
agency of a foreign bank as such 
terms are defined in the International 
Banking Act of 1978 (12 U.S.C. 3101 
et seq.); or 
(II) a United States affiliate or 
other United States operating entity 
of a company that is incorporated or 
organized in a country other than the 
United States; and 
(B) that is, in whole or in part, directly or 
indirectly, engaged in financial activities. 
(5) FINANCIAL HOLDING COMPANY SUBJECT TO 
STRICTER STANDARDS.—The term ‘‘financial holding 
company subject to stricter standards’’ means— 
(A) a financial company that has been sub-
jected to stricter prudential standards under 
subtitle B; or 
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spect to the investment advisory activities 
of such company and activities incidental 
to such advisory activities; 
(iv) any clearing agency (as defined in 
section 3(a)(23) of the Securities Ex-
change Act of 1934; 
(v) any exchange registered as a na-
tional securities exchange with the Securi-
ties and Exchange Commission under the 
Securities Exchange Act of 1934 (15 
U.S.C. 78a et seq.); 
(vi) any credit rating agency reg-
istered with the Securities and Exchange 
Commission under the Securities Exchange 
Act of 1934 (15 U.S.C. 78a et seq.); 
(vii) any securities information proc-
essor registered with the Securities and 
Exchange Commission under the Securities 
Exchange Act of 1934 (15 U.S.C. 78a et 
seq.); and 
(viii) any transfer agent registered 
with the Securities and Exchange Commis-
sion under the Securities Exchange Act of 
1934 (15 U.S.C. 78a et seq.). 
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(F) The Commodity Futures Trading 
Commission, with respect to— 
(i) any futures commission merchant, 
any commodity trading adviser, and any 
commodity pool operator registered with 
the Commodity Futures Trading Commis-
sion under the Commodity Exchange Act 
(7 U.S.C. 1 et seq.) with respect to the 
commodities activities of such entity and 
activities incidental to such commodities 
activities; and 
(ii) any derivatives clearing organiza-
tion (as defined in the Commodity Ex-
change Act). 
(G) The Federal Housing Finance Agency 
with respect to the Federal National Mortgage 
Association, the Federal Home Loan Mortgage 
Corporation, and the Federal home loan banks. 
(H) The State insurance authority of the 
State in which an insurance company is domi-
ciled, with respect to the insurance activities 
and activities incidental to such insurance ac-
tivities of an insurance company that is subject 
to supervision by the State insurance authority 
under State insurance law. 
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(I) The Office of Thrift Supervision, with 
respect to any Federal savings association, 
State savings association, or savings and loan 
holding company, until the date on which the 
functions of the Office of Thrift Supervision are 
transferred under subtitle C. 
(7) TERMS DEFINED IN OTHER LAWS.— 
(A) AFFILIATE.—The term ‘‘affiliate’’ has 
the meaning given such term in section 2(k) of 
the Bank Holding Company Act of 1956. 
(B) STATE MEMBER BANK, STATE NON-
MEMBER
BANK.—The terms ‘‘State member 
bank’’ and ‘‘State nonmember bank’’ have the 
same meanings as in subsections (d)(2) and 
(e)(2), respectively, of section 3 of the Federal 
Deposit Insurance Act. 
SEC. 1000A. RESTRICTIONS ON THE FEDERAL RESERVE 
SYSTEM PENDING AUDIT REPORT. 
(a) IN GENERAL.—Notwithstanding any other provi-
sion of law, the Comptroller General of the United States 
shall perform an audit of all actions taken by the Board 
of Governors of the Federal Reserve System and the Fed-
eral reserve banks during the current economic crisis pur-
suant to the authority granted under section 13(c) of the 
Federal Reserve Act. Such audit shall be completed as ex-
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peditiously as possible after the date of the enactment of 
the Financial Stability Improvement Act of 2009. 
(b) REPORT.— 
(1) REQUIRED.—Not later than the end of the 
90-day period beginning on the date the audit re-
ferred to in subsection (a) is completed, the Comp-
troller General of the United States shall submit a 
report to the Congress, and make such report avail-
able to the public. 
(2) CONTENTS.—The report under paragraph 
(1) shall include a detailed description of the find-
ings and conclusion of the Comptroller General with 
respect to the audit that is the subject of the report, 
together with such recommendations for legislative 
or administrative action as the Comptroller General 
may determine to be appropriate. 
Subtitle A—The Financial Services 
Oversight Council 
SEC. 1001. FINANCIAL SERVICES OVERSIGHT COUNCIL ES-
TABLISHED. 
(a) ESTABLISHMENT.—Immediately upon enactment 
of this title, there is established a Financial Services Over-
sight Council. 
(b) MEMBERSHIP.—The Council shall consist of the 
following: 
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(1) VOTING MEMBERS.—Voting members, who 
shall each have one vote on the Council, as follows: 
(A) The Secretary of the Treasury, who 
shall serve as the Chairman of the Council. 
(B) The Chairman of the Board of Gov-
ernors of the Federal Reserve System. 
(C) The Comptroller of the Currency. 
(D) The Director of the Office of Thrift 
Supervision, until the functions of the Director 
of the Office of Thrift Supervision are trans-
ferred to pursuant to subtitle C. 
(E) The Chairman of the Securities and 
Exchange Commission. 
(F) The Chairman of the Commodity Fu-
tures Trading Commission. 
(G) The Chairperson of the Federal De-
posit Insurance Corporation. 
(H) The Director of the Federal Housing 
Finance Agency. 
(I) The Chairman of the National Credit 
Union Administration. 
(2) NONVOTING
MEMBERS.—Nonvoting mem-
bers, who shall serve in an advisory capacity: 
(A) A State insurance commissioner, to be 
designated by a selection process determined by 
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the State insurance commissioners, provided 
that the term for which a State insurance com-
missioner may serve shall last no more than the 
2-year period beginning on the date that the 
commissioner is selected. 
(B) A State banking supervisor, to be des-
ignated by a selection process determined by 
the State bank supervisors, provided that the 
term for which a State banking supervisor may 
serve shall last no more than the 2-year period 
beginning on the date that the supervisor is se-
lected. 
(c) DUTIES.—The Council shall have the following 
duties: 
(1) To advise the Congress on financial domes-
tic and international regulatory developments, in-
cluding insurance and accounting developments, and 
make recommendations that will enhance the integ-
rity, efficiency, orderliness, competitiveness, and sta-
bility of the United States financial markets. 
(2) To monitor the financial services market-
place to identify potential threats to the stability of 
the United States financial system. 
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(5) REPORT.—Not later than 6 months after 
the date of the enactment of this title, the Chairman 
of the Council shall report to the Financial Services 
Committee of the House of Representatives and the 
Banking, Housing, and Urban Affairs Committee of 
the Senate the opinion of the Council as to whether 
setting up an electronic database as described in 
paragraph (1)(B) would aid the Council in carrying 
out this section. 
SEC. 
1102. 
COUNCIL 
PRUDENTIAL 
REGULATION 
REC-
OMMENDATIONS 
TO 
FEDERAL 
FINANCIAL 
REGULATORY AGENCIES. 
(a) IN GENERAL.—The Council is authorized to issue 
formal recommendations, publicly or privately, that a Fed-
eral financial regulatory agency adopt stricter prudential 
standards for firms it regulates to mitigate systemic risk. 
(b) AGENCY AUTHORITY
TO IMPLEMENT STAND-
ARDS.—A Federal financial regulatory agency specifically 
is authorized to impose, require reports regarding, exam-
ine for compliance with, and enforce stricter prudential 
standards and safeguards for the firms it regulates to 
mitigate systemic risk. This authority is in addition to and 
does not limit any other authority of the Federal financial 
regulatory agencies. Compliance by an entity with actions 
taken by a Federal financial regulatory agency under this 
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section shall be enforceable in accordance with the statutes 
governing the respective Federal financial regulatory 
agency’s jurisdiction over the entity as if the agency action 
were taken under those statutes. 
(c) AGENCY NOTICE TO COUNCIL.—A Federal finan-
cial regulatory agency shall, within 60 days of receiving 
a Council recommendation under this section, notify the 
Council in writing regarding— 
(1) the actions the Federal financial regulatory 
agency has taken in response to the Council’s rec-
ommendation, additional actions contemplated, and 
timetables therefore; or 
(2) the reason the Federal financial regulatory 
agency has failed to respond to the Council’s re-
quest. 
SEC. 1103. SUBJECTING FINANCIAL COMPANIES TO STRICT-
ER PRUDENTIAL STANDARDS FOR FINANCIAL 
STABILITY PURPOSES. 
(a) IN GENERAL.—The Council shall, in consultation 
with the Board and any other primary financial regulatory 
agency that regulates the financial company or a sub-
sidiary of such company, subject a financial company to 
stricter prudential standards under this subtitle if the 
Council determines that— 
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(1) material financial distress at the company 
could pose a threat to financial stability or the econ-
omy; or 
(2) the nature, scope, size, scale, concentration, 
and interconnectedness, or mix of the company’s ac-
tivities could pose a threat to financial stability or 
the economy. 
(b) CRITERIA.—In making a determination under 
subsection (a), the Council shall consider the following cri-
teria: 
(1) The amount and nature of the company’s fi-
nancial assets. 
(2) The amount and nature of the company’s li-
abilities, including the degree of reliance on short- 
term funding. 
(3) The extent of the company’s leverage. 
(4) The extent and nature of the company’s off- 
balance sheet exposures. 
(5) The extent and nature of the company’s 
transactions and relationships with other financial 
companies. 
(6) The company’s importance as a source of 
credit for households, businesses, and State and 
local governments and as a source of liquidity for 
the financial system. 
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(7) The nature, scope, and mix of the com-
pany’s activities. 
(8) The degree to which the company is already 
regulated by one or more Federal financial regu-
latory agencies. 
(9) Any other factors that the Council deems 
appropriate. 
(c) NOTIFICATION OF DECISION.—The Board, in an 
executive capacity on behalf of the Council, shall imme-
diately upon the Council’s decision notify the financial 
company by order, which shall be public, that the financial 
company is subject to stricter prudential standards, as 
prescribed by the Board in accordance with section 1104. 
(d) PERIODIC REVIEW AND RESCISSION OF FIND-
INGS.— 
(1) SUBMISSION OF ASSESSMENT.—The Board 
shall periodically submit a report to the Council con-
taining an assessment of whether each company sub-
jected to stricter prudential standards should con-
tinue to be subject to such standards. 
(2) REVIEW
AND
RESCISSION.—The Council 
shall— 
(A) review the assessment submitted pur-
suant to paragraph (1) and any information or 
recommendation submitted by members of the 
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Council regarding whether a financial holding 
company subject to stricter standards continues 
to merit stricter prudential standards; and 
(B) rescind the action subjecting a com-
pany to stricter prudential standards if the 
Council determines that the company no longer 
meets the conditions for being subjected to 
stricter prudential standards in subsections (a) 
and (b). 
(e) EMERGENCY EXCEPTION TO MAJORITY VOTE OF 
COUNCIL REQUIREMENT.—If each of the Secretary of the 
Treasury, the Board, and the Federal Deposit Insurance 
Corporation determines that a financial company must be 
subjected to stricter prudential standards in accordance 
with this section immediately to prevent destabilization of 
the financial system or economy, the Secretary, the Board, 
and the Corporation may, upon approval by the President, 
subject such company to stricter prudential standards 
under this section. 
(f) APPEAL.— 
(1) ADMINISTRATIVE.—The Council and the 
Board, in an executive capacity on behalf of the 
Council, shall establish a procedure through which a 
financial company that has been subjected to stricter 
prudential standards in accordance with this section 
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may appeal being subjected to stricter prudential 
standards. 
(2) JUDICIAL REVIEW.—Any financial company 
which has been subjected to stricter prudential 
standards may seek judicial review by filing a peti-
tion for such review in the United States Court of 
Appeals for the District of Columbia. 
(g) EFFECT OF COUNCIL DECISION.— 
(1) APPLICATION OF THE BANK HOLDING COM-
PANY ACT.—A financial company that is not a bank 
holding company as defined in the Bank Holding 
Company Act at the time the financial company is 
subjected to stricter prudential standards in accord-
ance with this section, shall— 
(A) if such company conducts at the time 
such company is subjected to stricter prudential 
standards in accordance with this section only 
activities that are determined to be financial in 
nature or incidental thereto under section 4(k) 
of the Bank Holding Company Act of 1956, be 
treated as a bank holding company that has 
elected to be a financial holding company for 
purposes of the Bank Holding Company Act of 
1956, the Federal Deposit Insurance Act, and 
all other Federal laws and regulations gov-
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transactions, to the extent they may create a li-
ability: 
(i) Direct credit substitutes in which a 
bank substitutes its own credit for a third 
party, including standby letters of credit. 
(ii) Irrevocable letters of credit that 
guarantee repayment of commercial paper 
or tax-exempt securities. 
(iii) Risk participation in bankers’ ac-
ceptances. 
(iv) Sale and repurchase agreements. 
(v) Asset sales with recourse against 
the seller. 
(vi) Interest rate swaps. 
(vii) Credit swaps. 
(viii) Commodity contracts. 
(ix) Forward contracts. 
(x) Securities contracts. 
(xi) Such other activities or trans-
actions as the Board may, by rule, define. 
(b) PRUDENTIAL STANDARDS
AT FUNCTIONALLY 
REGULATED SUBSIDIARIES
AND SUBSIDIARY DEPOSI-
TORY INSTITUTIONS.— 
(1) BOARD AUTHORITY TO RECOMMEND STAND-
ARDS.—With respect to a functionally regulated sub-
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sidiary (as such term is defined in section 5 of the 
Bank Holding Company Act) or a subsidiary deposi-
tory institution of a financial holding company sub-
ject to stricter standards, the Board may rec-
ommend that the relevant Federal financial regu-
latory agency for such functionally regulated sub-
sidiary or subsidiary depository institution prescribe 
stricter prudential standards on such functionally 
regulated subsidiary or subsidiary depository institu-
tion. Any standards recommended by the Board 
under this section shall be of the same type as those 
described in subsection (a)(2) that the Board is re-
quired or authorized to impose directly on the finan-
cial holding company subject to stricter standards. 
(2) 
AGENCY
AUTHORITY
TO
IMPLEMENT 
HEIGHTENED STANDARDS AND SAFEGUARDS.—Each 
Federal financial regulatory agency that receives a 
Board recommendation under paragraph (1) is au-
thorized to impose, require reports regarding, exam-
ine for compliance with, and enforce standards 
under this subsection with respect to the entities 
such agency regulates, as such entities are described 
in section 1006(b)(6). This authority is in addition 
to and does not limit any other authority of the Fed-
eral financial regulatory agencies. Compliance by an 
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entity with actions taken by a Federal financial reg-
ulatory agency under this section shall be enforce-
able in accordance with the statutes governing the 
respective agency’s jurisdiction over the entity as if 
the agency action were taken under those statutes. 
(3) IMPOSITION
OF
STANDARDS.—Standards 
imposed by a Federal financial regulatory agency 
under this subsection shall be the standards rec-
ommended by the Board in accordance with para-
graph (1) or any other similar standards that the 
Board deems acceptable after consultation between 
the Board and the primary financial regulatory 
agency. 
(4) FEDERAL FINANCIAL REGULATORY AGENCY 
RESPONSE; NOTICE
TO
COUNCIL
AND
BOARD.—A 
Federal financial regulatory agency shall notify the 
Council and the Board in writing on whether and to 
what extent the agency has imposed the stricter pru-
dential standards described in paragraph (3) within 
60 days of the Board’s recommendation under para-
graph (1). A Federal financial regulatory agency 
that fails to impose such standards shall provide 
specific justification for such failure to act in the 
written notice from the agency to the Council and 
Board. 
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(c) CONCENTRATION LIMITS FOR FINANCIAL HOLD-
ING COMPANIES SUBJECT TO STRICTER STANDARDS.— 
(1) STANDARDS.—In order to limit the risks 
that the failure of any company could pose to a fi-
nancial holding company subject to stricter stand-
ards and to the stability of the United States finan-
cial system, the Board, by regulation, shall prescribe 
standards that limit the risks posed by the exposure 
of a financial holding company subject to stricter 
standards to any other company. 
(2) LIMITATION ON CREDIT EXPOSURE.—The 
regulations prescribed by the Board shall prohibit 
each financial holding company subject to stricter 
standards from having credit exposure to any unaf-
filiated company that exceeds 25 percent of capital 
stock and surplus of the financial holding company 
subject to stricter standards, or such lower amount 
as the Board may determine by regulation to be nec-
essary to mitigate risks to financial stability. 
(3) CREDIT EXPOSURE.—For purposes of this 
subsection and with respect to a financial holding 
company subject to stricter standards, the term 
‘‘credit exposure’’ to a company means— 
(A) all extensions of credit to the company, 
including loans, deposits, and lines of credit; 
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(B) all repurchase agreements and reverse 
repurchase agreement with the company; 
(C) all securities borrowing and lending 
transactions with the company to the extent 
that such transactions create credit exposure of 
the financial holding company subject to strict-
er standards to the company; 
(D) all guarantees, acceptances, or letters 
of credit (including endorsement or standby let-
ters of credit) issued on behalf of the company; 
(E) all purchases of or investment in secu-
rities issued by the company; 
(F) counterparty credit exposure to the 
company in connection with a derivative trans-
action between the financial holding company 
subject to stricter standards and the company; 
and 
(G) any other similar transactions that the 
Board by regulation determines to be a credit 
exposure for purposes of this section. 
(4) ATTRIBUTION RULE.—For purposes of this 
subsection, any transaction by a financial holding 
company subject to stricter standards with any per-
son is deemed a transaction with a company to the 
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extent that the proceeds of the transaction are used 
for the benefit of, or transferred to, that company. 
(5) RULEMAKING.—The Board may issue such 
regulations and orders, including definitions con-
sistent with this subsection, as may be necessary to 
administer and carry out the purpose of this sub-
section. 
(6) EXEMPTIONS.— 
(A) IN GENERAL.— 
(i) FEDERAL HOME LOAN BANKS.— 
This subsection shall not apply to any Fed-
eral home loan bank, but Federal home 
loan banks are not exempt from any other 
provision of this title. 
(ii) APPLICABILITY TO OTHER ENTI-
TIES.—The Federal National Mortgage As-
sociation and the Federal Home Loan 
Mortgage Corporation are not exempt from 
any provision of this title. 
(B) REGULATIONS.—The Board may, by 
regulation or order, exempt transactions, in 
whole or in part, from the definition of credit 
exposure if it finds that the exemption is in the 
public interest and consistent with the purpose 
of this subsection. 
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(7) TRANSITION PERIOD.—This subsection and 
any regulations and orders of the Board under the 
authority of this subsection shall not take effect 
until the date that is 3 years from the date of the 
enactment of this subsection. The Board may extend 
the effective date for up to 2 additional years to pro-
mote financial stability. 
(d) SHORT-TERM DEBT LIMITS FOR CERTAIN FI-
NANCIAL HOLDING COMPANIES.— 
(1) IN GENERAL.—In order to limit the risks 
that an overaccumulation of short-term debt could 
pose to financial holding companies and to the sta-
bility of the United States financial system, the 
Board shall by regulation prescribe a limit on the 
amount of short-term debt, including off-balance 
sheet exposures, that may be accumulated by any fi-
nancial holding company subject to stricter stand-
ards for purposes of this title. 
(2) BASIS
OF
LIMIT.—The limit prescribed 
under paragraph (1) shall be based on a financial 
holding company’s short-term debt as a percentage 
of its capital stock and surplus or on such other 
measure as the Board considers appropriate. 
(3) SHORT-TERM
DEBT
DEFINED.—For pur-
poses of this subsection, the term ‘‘short-term debt’’ 
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means such liabilities with short-dated maturity that 
the Board identifies by regulation, except that such 
term does not include insured deposits. 
(4) RULEMAKING AUTHORITY.—In addition to 
prescribing regulations under paragraphs (1) and 
(3), the Board may prescribe such regulations, in-
cluding definitions consistent with this subsection, 
and issue such orders as may be necessary to carry 
out this subsection. 
(5) AUTHORITY
TO
ISSUE
EXEMPTIONS
AND 
ADJUSTMENTS.—Notwithstanding the Bank Holding 
Company Act of 1956 (12 U.S.C. 1841 et seq.), the 
Board may, if it determines such action is necessary 
to ensure appropriate heightened prudential super-
vision, with respect to a financial holding company 
that does not control an insured depository institu-
tion, issue to such company an exemption from or 
adjustment to the limit prescribed under paragraph 
(1). 
(6) TRANSITION PERIOD.—This subsection and 
any regulation or order of the Board under this sub-
section shall take effect 3 years after the date of the 
enactment of this title. The Board may postpone the 
date when this subsection takes effect by not more 
than 2 years in order to promote financial stability. 
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(e) PROMPT CORRECTIVE ACTION FOR FINANCIAL 
HOLDING COMPANIES SUBJECT TO STRICTER STAND-
ARDS.— 
(1) PROMPT CORRECTIVE ACTION REQUIRED.— 
The Board shall take prompt corrective action to re-
solve the problems of financial holding companies 
subject to stricter standards. Except as specifically 
provided otherwise, this subsection shall apply only 
to financial holding companies that are incorporated 
or organized under United States laws. 
(2) DEFINITIONS.—For purposes of this sec-
tion— 
(A) CAPITAL CATEGORIES.— 
(i) WELL CAPITALIZED.—A financial 
holding company subject to stricter stand-
ards is ‘‘well capitalized’’ if it exceeds the 
required minimum level for each relevant 
capital measure. 
(ii) UNDERCAPITALIZED.—A financial 
holding company subject to stricter stand-
ards is ‘‘undercapitalized’’ if it fails to 
meet the required minimum level for any 
relevant capital measure. 
(iii) SIGNIFICANTLY
UNDERCAPITAL-
IZED.—A financial holding company sub-
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hsrobinson on DSK69SOYB1PROD with BILLS
ject to stricter standards is ‘‘significantly 
undercapitalized’’ if it is significantly below 
the required minimum level for any rel-
evant capital measure. 
(iv) 
CRITICALLY
UNDERCAPITAL-
IZED.—A financial holding company sub-
ject to stricter standards is ‘‘critically 
undercapitalized’’ if it fails to meet any 
level specified in paragraph (4)(C)(i). 
(3) OTHER DEFINITIONS.— 
(A) AVERAGE.—The ‘‘average’’ of an ac-
counting item (such as total assets or tangible 
equity) during a given period means the sum of 
that item at the close of business on each busi-
ness day during that period divided by the total 
number of business days in that period. 
(B) CAPITAL
DISTRIBUTION.—The term 
‘‘capital distribution’’ means— 
(i) a distribution of cash or other 
property by a financial holding company 
subject to stricter standards to its owners 
made on account of that ownership, but 
not including any dividend consisting only 
of shares of the financial holding company 
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subject to stricter standards or rights to 
purchase such shares; 
(ii) a payment by a financial holding 
company subject to stricter standards to 
repurchase, redeem, retire, or otherwise ac-
quire any of its shares or other ownership 
interests, including any extension of credit 
to finance any person’s acquisition of those 
shares or interests; and 
(iii) a transaction that the Board de-
termines, by order or regulation, to be in 
substance a distribution of capital to the 
owners of the financial holding company 
subject to stricter standards. 
(C) CAPITAL
RESTORATION
PLAN.—The 
term ‘‘capital restoration plan’’ means a plan 
submitted under paragraph (6)(B). 
(D) COMPENSATION.—The term ‘‘com-
pensation’’ includes any payment of money or 
provision of any other thing of value in consid-
eration of employment. 
(E) RELEVANT
CAPITAL
MEASURE.—The 
term ‘‘relevant capital measure’’ means the 
measures described in paragraph (4). 
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(F) REQUIRED
MINIMUM
LEVEL.—The 
term ‘‘required minimum level’’ means, with re-
spect to each relevant capital measure, the min-
imum acceptable capital level specified by the 
Board by regulation. 
(G) SENIOR
EXECUTIVE
OFFICER.—The 
term ‘‘senior executive officer’’ has the same 
meaning as the term ‘‘executive officer’’ in sec-
tion 22(h) of the Federal Reserve Act (12 
U.S.C. 375b). 
(4) CAPITAL STANDARDS.— 
(A) RELEVANT CAPITAL MEASURES.— 
(i) IN GENERAL.—Except as provided 
in clause (ii)(II), the capital standards pre-
scribed by the Board under section 
1104(a)(2) shall include— 
(I) a leverage limit; and 
(II) a risk-based capital require-
ment. 
(ii) OTHER CAPITAL MEASURES.—The 
Board may by regulation— 
(I) establish any additional rel-
evant capital measures to carry out 
this section; or 
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(II) rescind any relevant capital 
measure required under clause (i) 
upon determining that the measure is 
no longer an appropriate means for 
carrying out this section. 
(B) CAPITAL CATEGORIES GENERALLY.— 
The Board shall, by regulation, specify for each 
relevant capital measure the levels at which a 
financial holding company subject to stricter 
standards is well capitalized, undercapitalized, 
and significantly undercapitalized. 
(C) CRITICAL CAPITAL.— 
(i) BOARD TO SPECIFY LEVEL.— 
(I) 
LEVERAGE
LIMIT.—The 
Board shall, by regulation, specify the 
ratio of tangible equity to total assets 
at which a financial holding company 
subject to stricter standards is criti-
cally undercapitalized. 
(II) OTHER RELEVANT CAPITAL 
MEASURES.—The Board may, by reg-
ulation, specify for 1 or more other 
relevant capital measures, the level at 
which a financial holding company 
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subject to stricter standards is criti-
cally undercapitalized. 
(ii) LEVERAGE
LIMIT
RANGE.—The 
level specified under clause (i)(I) shall re-
quire tangible equity in an amount— 
(I) not less than 2 percent of 
total assets; and 
(II) except as provided in sub-
clause (I), not more than 65 percent 
of the required minimum level of cap-
ital under the leverage limit. 
(5) CAPITAL DISTRIBUTIONS RESTRICTED.— 
(A) IN
GENERAL.—A financial holding 
company subject to stricter standards shall 
make no capital distribution if, after making 
the distribution, the financial holding company 
subject to stricter standards would be under-
capitalized. 
(B) EXCEPTION.—Notwithstanding sub-
paragraph (A), the Board may permit a finan-
cial holding company subject to stricter stand-
ards to repurchase, redeem, retire, or otherwise 
acquire shares or ownership interests if the re-
purchase, redemption, retirement, or other ac-
quisition— 
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(i) is made in connection with the 
issuance of additional shares or obligations 
of the financial holding company subject to 
stricter standards in at least an equivalent 
amount; and 
(ii) will reduce the financial obliga-
tions of the financial holding company sub-
ject to stricter standards or otherwise im-
prove the financial condition of the finan-
cial holding company subject to stricter 
standards. 
(6) 
PROVISIONS
APPLICABLE
TO
UNDER-
CAPITALIZED
FINANCIAL
HOLDING
COMPANY
SUB-
JECT TO STRICTER STANDARDS.— 
(A) MONITORING REQUIRED.—The Board 
shall— 
(i) closely monitor the condition of 
any undercapitalized financial holding com-
pany subject to stricter standards; 
(ii) closely monitor compliance by any 
undercapitalized financial holding company 
subject to stricter standards with capital 
restoration plans, restrictions, and require-
ments imposed under this section; and 
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(iii) periodically review the plan, re-
strictions, and requirements applicable to 
any undercapitalized financial holding com-
pany subject to stricter standards to deter-
mine whether the plan, restrictions, and 
requirements are effective. 
(B) CAPITAL
RESTORATION
PLAN
RE-
QUIRED.— 
(i) IN GENERAL.—Any undercapital-
ized financial holding company subject to 
stricter standards shall submit an accept-
able capital restoration plan to the Board 
within the time allowed by the Board 
under clause (iv). 
(ii) CONTENTS OF PLAN.—The capital 
restoration plan shall— 
(I) specify— 
(aa) the steps the financial 
holding 
company 
subject 
to 
stricter standards will take to be-
come well capitalized; 
(bb) the levels of capital to 
be attained by the financial hold-
ing company subject to stricter 
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standards during each year in 
which the plan will be in effect; 
(cc) how the financial hold-
ing company subject to stricter 
standards will comply with the 
restrictions or requirements then 
in effect under this section; and 
(dd) the types and levels of 
activities in which the financial 
holding 
company 
subject 
to 
stricter standards will engage; 
and 
(II) contain such other informa-
tion that the Board may require. 
(iii) 
CRITERIA
FOR
ACCEPTING 
PLAN.—The Board shall not accept a cap-
ital restoration plan unless it determines 
that the plan— 
(I) complies with clause (ii); 
(II) is based on realistic assump-
tions, and is likely to succeed in re-
storing the capital of the financial 
holding company subject to stricter 
standards; and 
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(III) would not appreciably in-
crease the risk (including credit risk, 
interest-rate risk, and other types of 
risk) to which the financial holding 
company subject to stricter standards 
is exposed. 
(iv) DEADLINES FOR SUBMISSION AND 
REVIEW OF PLANS.—The Board shall, by 
regulation, establish deadlines that— 
(I) provide financial holding com-
panies subject to stricter standards 
with reasonable time to submit capital 
restoration plans, and generally re-
quire a financial holding company 
subject to stricter standards to submit 
a plan not later than 45 days after it 
becomes undercapitalized; and 
(II) require the Board to act on 
capital restoration plans expeditiously, 
and generally not later than 60 days 
after the plan is submitted. 
(C) ASSET
GROWTH
RESTRICTED.—An 
undercapitalized financial holding company sub-
ject to stricter standards shall not permit its 
average total assets during any calendar quar-
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ter to exceed its average total assets during the 
preceding calendar quarter unless— 
(i) the Board has accepted the capital 
restoration plan of the financial holding 
company subject to stricter standards; 
(ii) any increase in total assets is con-
sistent with the plan; and 
(iii) the ratio of tangible equity to 
total assets of the financial holding com-
pany subject to stricter standards increases 
during the calendar quarter at a rate suffi-
cient to enable it to become well capitalized 
within a reasonable time. 
(D) PRIOR APPROVAL REQUIRED FOR AC-
QUISITIONS AND NEW LINES OF BUSINESS.—An 
undercapitalized financial holding company sub-
ject to stricter standards shall not, directly or 
indirectly, acquire any interest in any company 
or insured depository institution, or engage in 
any new line of business, unless— 
(i) the Board has accepted the capital 
restoration plan of the financial holding 
company subject to stricter standards, the 
financial holding company subject to strict-
er standards is implementing the plan, and 
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the Board determines that the proposed 
action is consistent with and will further 
the achievement of the plan; 
(ii) the Board determines that the 
specific proposed action is appropriate; or 
(iii) the Board has exempted the fi-
nancial holding company subject to stricter 
standards from the requirements of this 
paragraph with respect to the class of ac-
quisitions that includes the proposed ac-
tion. 
(E) DISCRETIONARY
SAFEGUARDS.—The 
Board may, with respect to any undercapital-
ized financial holding company subject to strict-
er standards, take actions described in any 
clause of paragraph (7)(B) if the Board deter-
mines that those actions are necessary. 
(7) PROVISIONS APPLICABLE TO SIGNIFICANTLY 
UNDERCAPITALIZED
FINANCIAL
HOLDING
COMPA-
NIES
SUBJECT
TO
STRICTER
STANDARDS
AND 
UNDERCAPITALIZED
FINANCIAL
HOLDING
COMPA-
NIES SUBJECT TO STRICTER STANDARDS THAT FAIL 
TO SUBMIT AND IMPLEMENT CAPITAL RESTORATION 
PLANS.— 
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(A) IN
GENERAL.—This paragraph shall 
apply with respect to any financial holding com-
pany subject to stricter standards that— 
(i) is significantly undercapitalized; or 
(ii) is undercapitalized and— 
(I) fails to submit an acceptable 
capital restoration plan within the 
time allowed by the Board under 
paragraph (6)(B)(iv); or 
(II) fails in any material respect 
to implement a capital restoration 
plan accepted by the Board. 
(B) SPECIFIC ACTIONS AUTHORIZED.—The 
Board shall carry out this paragraph by taking 
1 or more of the following actions— 
(i) REQUIRING RECAPITALIZATION.— 
Doing one or more of the following: 
(I) Requiring the financial hold-
ing company subject to stricter stand-
ards to sell enough shares or obliga-
tions of the financial holding company 
subject to stricter standards so that 
the financial holding company subject 
to stricter standards will be well cap-
italized after the sale. 
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(II) Further requiring that in-
struments sold under subclause (I) be 
voting shares. 
(III) 
Requiring 
the 
financial 
holding company subject to stricter 
standards to be acquired by or com-
bine with another company. 
(ii) 
RESTRICTING
TRANSACTIONS 
WITH AFFILIATES.— 
(I) Requiring the financial hold-
ing company subject to stricter stand-
ards to comply with section 23A of 
the Federal Reserve Act (12 U.S.C. 
371c), as if it were a member bank. 
(II) 
Further 
restricting 
the 
transactions of the financial holding 
company subject to stricter standards 
with affiliates and insiders. 
(iii) RESTRICTING ASSET GROWTH.— 
Restricting the asset growth of the finan-
cial holding company subject to stricter 
standards more stringently than paragraph 
(6)(C), or requiring the financial holding 
company subject to stricter standards to 
reduce its total assets. 
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(iv) RESTRICTING
ACTIVITIES.—Re-
quiring the financial holding company sub-
ject to stricter standards or any of its sub-
sidiaries to alter, reduce, or terminate any 
activity that the Board determines poses 
excessive risk to the financial holding com-
pany subject to stricter standards. 
(v) IMPROVING MANAGEMENT.—Doing 
one or more of the following: 
(I) NEW
ELECTION
OF
DIREC-
TORS.—Ordering a new election for 
the board of directors of the financial 
holding company subject to stricter 
standards. 
(II) DISMISSING
DIRECTORS
OR 
SENIOR
EXECUTIVE
OFFICERS.—Re-
quiring the financial holding company 
subject to stricter standards to dis-
miss from office any director or senior 
executive officer who had held office 
for more than 180 days immediately 
before the financial holding company 
subject to stricter standards became 
undercapitalized. Dismissal under this 
clause shall not be construed to be a 
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removal under section 8 of the Fed-
eral Deposit Insurance Act (12 U.S.C. 
1818). 
(III) 
EMPLOYING
QUALIFIED 
SENIOR
EXECUTIVE
OFFICERS.—Re-
quiring the financial holding company 
subject to stricter standards to employ 
qualified 
senior 
executive 
officers 
(who, if the Board so specifies, shall 
be subject to approval by the Board). 
(vi) REQUIRING
DIVESTITURE.—Re-
quiring the financial holding company sub-
ject to stricter standards to divest itself of 
or liquidate any subsidiary if the Board de-
termines that the subsidiary is in danger 
of becoming insolvent, poses a significant 
risk to the financial holding company sub-
ject to stricter standards, or is likely to 
cause a significant dissipation of the assets 
or earnings of the financial holding com-
pany subject to stricter standards. 
(vii) REQUIRING OTHER ACTION.—Re-
quiring the financial holding company sub-
ject to stricter standards to take any other 
action that the Board determines will bet-
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ter carry out the purpose of this section 
than any of the actions described in this 
subparagraph. 
(C) PRESUMPTION IN FAVOR OF CERTAIN 
ACTIONS.—In complying with subparagraph 
(B), the Board shall take the following actions, 
unless the Board determines that the actions 
would not be appropriate— 
(i) The action described in subclause 
(I) or (III) of subparagraph (B)(i) (relat-
ing to requiring the sale of shares or obli-
gations, or requiring the financial holding 
company subject to stricter standards to be 
acquired by or combine with another com-
pany). 
(ii) The action described in subpara-
graph (B)(ii) (relating to restricting trans-
actions with affiliates). 
(D) SENIOR EXECUTIVE OFFICERS’ COM-
PENSATION RESTRICTED.— 
(i) IN GENERAL.—The financial hold-
ing company subject to stricter standards 
shall not do any of the following without 
the prior written approval of the Board: 
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(I) Pay any bonus to any senior 
executive officer. 
(II) Provide compensation to any 
senior executive officer at a rate ex-
ceeding that officer’s average rate of 
compensation 
(excluding 
bonuses, 
stock options, and profit-sharing) dur-
ing the 12 calendar months preceding 
the calendar month in which the fi-
nancial holding company subject to 
stricter 
standards 
became 
under-
capitalized. 
(ii) FAILING TO SUBMIT PLAN.—The 
Board shall not grant any approval under 
clause (i) with respect to a financial hold-
ing company subject to stricter standards 
that has failed to submit an acceptable 
capital restoration plan. 
(E) CONSULTATION
WITH
OTHER
REGU-
LATORS.—Before the Board makes a deter-
mination under subparagraph (B)(vi) with re-
spect to a subsidiary that is a broker, dealer, 
government securities broker, government secu-
rities dealer, investment company, or invest-
ment adviser, the Board shall consult with the 
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Securities and Exchange Commission and, in 
the case of any other subsidiary which is sub-
ject to any financial responsibility or capital re-
quirement, any other appropriate regulator of 
such subsidiary with respect to the proposed de-
termination of the Board and actions pursuant 
to such determination. 
(8) MORE STRINGENT TREATMENT BASED ON 
OTHER SUPERVISORY CRITERIA.— 
(A) IN
GENERAL.—If the Board deter-
mines (after notice and an opportunity for 
hearing) that a financial holding company sub-
ject to stricter standards is in an unsafe or un-
sound condition or, pursuant to section 8(b)(8) 
of the Federal Deposit Insurance Act (12 
U.S.C. 1818(b)(8)), deems the financial holding 
company subject to stricter standards to be en-
gaging in an unsafe or unsound practice, the 
Board may— 
(i) if the financial holding company 
subject to stricter standards is well capital-
ized, require the financial holding company 
subject to stricter standards to comply 
with one or more provisions of paragraphs 
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(6) and (7), as if the institution were 
undercapitalized; or 
(ii) if the financial holding company 
subject to stricter standards is under-
capitalized, take any one or more actions 
authorized under paragraph (7)(B) as if 
the financial holding company subject to 
stricter standards were significantly under-
capitalized. 
(B) CONTENTS
OF
PLAN.—A plan that 
may be required pursuant to subparagraph 
(A)(i) shall specify the steps that the financial 
holding company subject to stricter standards 
will take to correct the unsafe or unsound con-
dition or practice. 
(9) IMPLEMENTATION.—The Board shall pre-
scribe such regulations, issue such orders, and take 
such other actions the Board determines to be nec-
essary to carry out this subsection. 
(10) OTHER AUTHORITY NOT AFFECTED.—This 
section does not limit any authority of the Board, 
any other Federal regulatory agency, or a State to 
take action in addition to (but not in derogation of) 
that required under this section. 
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(11) CONSULTATION.—The Board and the Sec-
retary of the Treasury shall consult with their for-
eign counterparts and through appropriate multilat-
eral organizations to reach agreement to extend 
comprehensive and robust prudential supervision and 
regulation to all highly leveraged and substantially 
interconnected financial companies. 
(12) ADMINISTRATIVE
REVIEW
OF
DISMISSAL 
ORDERS.— 
(A) TIMELY PETITION REQUIRED.—A di-
rector or senior executive officer dismissed pur-
suant 
to 
an 
order 
under 
paragraph 
(7)(B)(v)(II) may obtain review of that order 
by filing a written petition for reinstatement 
with the Board not later than 10 days after re-
ceiving notice of the dismissal. 
(B) PROCEDURE.— 
(i) HEARING REQUIRED.—The Board 
shall give the petitioner an opportunity 
to— 
(I) submit written materials in 
support of the petition; and 
(II) 
appear, 
personally 
or 
through counsel, before 1 or more 
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members of the Board or designated 
employees of the Board. 
(ii) DEADLINE
FOR
HEARING.—The 
Board shall— 
(I) schedule the hearing referred 
to in clause (i)(II) promptly after the 
petition is filed; and 
(II) hold the hearing not later 
than 30 days after the petition is 
filed, unless the petitioner requests 
that the hearing be held at a later 
time. 
(iii) DEADLINE FOR DECISION.—Not 
later than 60 days after the date of the 
hearing, the Board shall— 
(I) by order, grant or deny the 
petition; 
(II) if the order is adverse to the 
petitioner, set forth the basis for the 
order; and 
(III) notify the petitioner of the 
order. 
(C) STANDARD FOR REVIEW OF DISMISSAL 
ORDERS.—The petitioner shall bear the burden 
of proving that the petitioner’s continued em-
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ployment would materially strengthen the abil-
ity of the financial holding company subject to 
stricter standards— 
(i) to become well capitalized, to the 
extent that the order is based on the cap-
ital level of the financial holding company 
subject to stricter standards or such com-
pany’s failure to submit or implement a 
capital restoration plan; and 
(ii) to correct the unsafe or unsound 
condition or unsafe or unsound practice, to 
the extent that the order is based on para-
graph (8)(A). 
(13) ENFORCEMENT AUTHORITY FOR FOREIGN 
FINANCIAL HOLDING COMPANY SUBJECT TO STRICT-
ER STANDARDS.— 
(A) TERMINATION
AUTHORITY.—If the 
Board believes that a condition, practice, or ac-
tivity of a foreign financial holding company 
subject to stricter standards does not comply 
with this title or the rules or orders prescribed 
by the Board under this title or otherwise poses 
a threat to financial stability, the Board may, 
after notice and opportunity for a hearing, take 
such actions as necessary to mitigate such risk, 
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including ordering a foreign financial holding 
company subject to stricter standards in the 
United States to terminate the activities of such 
branch, agency, or subsidiary. 
(B) DISCRETION TO DENY HEARING.—The 
Board may issue an order under paragraph (1) 
without providing for an opportunity for a hear-
ing if the Board determines that expeditious ac-
tion is necessary in order to protect the public 
interest. 
(f) REPORTS REGARDING RAPID AND ORDERLY RES-
OLUTION AND CREDIT EXPOSURE.— 
(1) IN
GENERAL.—The Board shall require 
each financial holding company subject to stricter 
standards incorporated or organized in the United 
States to report periodically to the Board on— 
(A) its plan for rapid and orderly resolu-
tion in the event of severe financial distress; 
(B) the nature and extent to which the fi-
nancial holding company subject to stricter 
standards has credit exposure to other signifi-
cant financial companies; and 
(C) the nature and extent to which other 
significant financial companies have credit ex-
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posure to the financial holding company subject 
to stricter standards. 
(2) NO LIMITING EFFECT.—A rapid resolution 
plan submitted in accordance with this subsection 
shall not be binding on a receiver appointed under 
subtitle G, a bankruptcy court, or any other author-
ity that is authorized or required to resolve the fi-
nancial holding company subject to stricter stand-
ards or any of its subsidiaries or affiliates. 
(3) REPORTING TRIGGERED BY STRESS TEST 
RESULTS.— 
(A) FINANCIAL HOLDING COMPANIES SUB-
JECT
TO
STRICTER
STANDARDS.—Each time 
the results of a quarterly stress test under base-
line or adverse conditions conducted by a finan-
cial holding company subject to stricter stand-
ards under section 1114(a) or the results of a 
stress test of that financial holding company 
subject to stricter standards conducted by the 
Board under subsection (g) indicate that the fi-
nancial holding company subject to stricter 
standards is, in the determination of the Board, 
significantly or critically undercapitalized, that 
financial holding company subject to stricter 
standards shall submit a rapid resolution plan 
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in accordance with this subsection that has 
been revised to address the causes of those re-
sults. 
(B) FINANCIAL COMPANIES THAT ARE NOT 
FINANCIAL HOLDING COMPANIES SUBJECT TO 
STRICTER STANDARDS.—Each time the results 
of a semiannual stress test under baseline or 
adverse conditions conducted by a financial 
company under section 1114(b) indicate that 
the financial company is, in the determination 
of the Board, significantly or critically under-
capitalized, that financial company shall be re-
quired to report under this subsection. The 
Board shall prescribe regulations establishing 
expedited procedures for such reporting. 
(C) TRANSPARENCY.—Any rapid resolution 
plan submitted pursuant to this paragraph shall 
be subject to any restrictions regarding the dis-
closure of any other rapid resolution plan sub-
mitted pursuant to this subsection. 
(g) STRESS TESTS.— 
(1) The Board, in coordination with the appro-
priate primary financial regulatory agency, shall 
conduct annual stress tests of each financial holding 
company subject to stricter standards. The Board 
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may, as the Board determines appropriate, conduct 
stress tests of financial companies that are not fi-
nancial holding companies subject to stricter stand-
ards. The Board shall publish a summary of the re-
sults of such stress tests. 
(2) The Board shall issue regulations to define 
the term ‘‘stress test’’ for purposes of this sub-
section. Such a definition shall provide for not less 
than 3 different sets of conditions under which a 
stress test should be conducted: baseline, adverse, 
and severely adverse scenarios. 
(h) AVOIDING DUPLICATION.—The Board shall take 
any action the Board deems appropriate to avoid imposing 
duplicative requirements under this subtitle for financial 
holding companies subject to stricter standards that are 
also bank holding companies. 
(i) RESOLUTION PLANS REQUIRED.— 
(1) IN
GENERAL.—The Corporation and the 
Board, after consultation with the Council, shall 
jointly issue regulations requiring financial holding 
companies subject to stricter standards to develop 
plans designed to assist in the rapid and orderly res-
olution of the company. 
(2) STANDARDS FOR RESOLUTION PLANS.—The 
regulations required by paragraph (1) shall— 
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(A) define the scope of financial holding 
companies subject to stricter standards covered 
by these requirements and may exempt finan-
cial holding companies subject to stricter stand-
ards from the requirements of this subsection if 
the Corporation and the Board jointly deter-
mine that exemption is consistent with the pur-
poses of this title; 
(B) require each plan to demonstrate that 
any insured depository institution affiliated 
with a financial holding company subject to 
stricter standards is adequately insulated from 
the activities of any non-bank subsidiary of the 
institution or financial holding companies sub-
ject to stricter standards; 
(C) require that each plan include informa-
tion detailing— 
(i) the nature and extent to which the 
financial holding company subject to strict-
er standards has credit exposure to other 
significant financial companies; 
(ii) the nature and extent to which 
other significant financial companies have 
credit exposure to the financial holding 
company subject to stricter standards; 
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(iii) full descriptions of the financial 
holding company subject to stricter stand-
ards’ ownership structure, assets, liabil-
ities, and contractual obligations; and 
(iv) the cross-guarantees tied to dif-
ferent securities, a list of major counter-
parties, and a process for determining 
where the financial holding company sub-
ject to stricter standards’ collateral is 
pledged; and 
(D) establish such other standards as the 
Corporation and the Board may jointly deem 
necessary to carry out this subsection. 
(3) REVIEW OF PLANS.— 
(A) SUBMISSION OF PLANS.—Each finan-
cial holding company subject to stricter stand-
ards that is subject to the requirement under 
paragraph (1) shall submit its plan to the Cor-
poration and the Board. 
(B) REVIEW.—Upon the submission of a 
plan pursuant to subparagraph (A), and not 
less often than annually thereafter, the Cor-
poration and the Board, after consultation with 
any Federal financial regulatory agencies with 
jurisdiction over the financial holding company 
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subject to stricter standards, shall jointly review 
such plan and may require a financial holding 
company subject to stricter standards to revise 
its plan consistent with the standards estab-
lished pursuant to paragraph (2). 
(4) ENFORCEMENT.— 
(A) IN GENERAL.—The Corporation, after 
consultation with the Board, shall have the au-
thority to take any enforcement action in sec-
tion 8 of the Federal Deposit Insurance Act (12 
U.S.C. 1818) against any financial holding 
company subject to stricter standards that fails 
to comply with the requirements of this section 
or any regulations issued pursuant to this sec-
tion. 
(B) NO LIMITATION ON BOARD AUTHOR-
ITY.—Nothing under this subsection shall be 
construed as limiting any enforcement authority 
available to the Board under any other provi-
sion of law. 
(5) NO
LIMITING
EFFECT
ON
RECEIVER.—A 
rapid resolution plan submitted under this section 
shall not be binding on a receiver appointed under 
subtitle G, a bankruptcy court, or any other author-
ity that is authorized or required to resolve the fi-
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nancial holding company subject to stricter stand-
ards or any of its subsidiaries or affiliates. 
(6) NO PRIVATE RIGHT OF ACTION.—No pri-
vate right of action may be based on any resolution 
plan submitted under this section. 
SEC. 1105. MITIGATION OF SYSTEMIC RISK. 
(a) COUNCIL AUTHORITY TO RESTRICT OPERATIONS 
AND ACTIVITIES.—If the Council determines, after notice 
and an opportunity for hearing, that despite the higher 
prudential standards imposed pursuant to section 
1104(a)(2), the size of a financial holding company sub-
ject to stricter standards or the scope, nature, scale, con-
centration, interconnectedness, or mix of activities directly 
or indirectly conducted by a financial holding company 
subject to stricter standards poses a grave threat to the 
financial stability or economy of the United States, the 
Council shall require the company to undertake 1 or more 
mitigatory actions described in subsection (d). 
(b) CONSULTATION
WITH
FEDERAL
FINANCIAL 
REGULATORY AGENCIES.—The Council, in determining 
whether to impose any requirement under this section that 
is likely to have a significant impact on a functionally reg-
ulated subsidiary, or a subsidiary depository institution, 
of a financial company subjected to stricter prudential 
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standards under this title, shall consult with the Federal 
financial regulatory agency for any such subsidiary. 
(c) FACTORS FOR CONSIDERATION.—In reaching a 
determination described in subsection (a), the Council 
shall take into consideration the following factors, as ap-
propriate— 
(1) the amount and nature of the company’s fi-
nancial assets; 
(2) the amount and nature of the company’s li-
abilities, including the degree of reliance on short- 
term funding; 
(3) the extent and nature of the company’s off- 
balance sheet exposures; 
(4) the company’s reliance on leverage; 
(5) the extent and nature of the company’s 
transactions, relationships, and interconnectedness 
with other financial and non-financial companies; 
(6) the company’s importance as a source of 
credit for households, businesses, and State and 
local governments and as a source of liquidity for 
the financial system; 
(7) the scope, nature, size, scale, concentration, 
interconnectedness and mix of the company’s activi-
ties; 
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(8) the extent to which prudential regulations 
mitigate the risk posed; and 
(9) any other factors identified that the Council 
determines appropriate. 
(d) MITIGATORY ACTIONS.— 
(1) IN GENERAL.—Mitigatory action may in-
clude— 
(A) modifying the prudential standards im-
posed pursuant to section 1104(a); 
(B) terminating 1 or more activities; 
(C) imposing conditions on the manner in 
which a financial holding company subject to 
stricter standards conducts 1 or more activities; 
(D) limiting the ability to merge with, ac-
quire, consolidate with, or otherwise become af-
filiated with another company; 
(E) restricting the ability to offer a finan-
cial product or products; and 
(F) in the event the Council deems sub-
paragraphs (A) through (E) inadequate as a 
means to address the identified risks, selling, 
divesting, or otherwise transferring business 
units, branches, assets, or off-balance sheet 
items to unaffiliated companies. 
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(2) INTERNATIONAL
COMPETITIVENESS
CON-
SIDERATIONS.—In making any decision pursuant to 
paragraph (1), the Council shall consider— 
(A) the need to maintain the international 
competitiveness of the United States financial 
services industry; and 
(B) the extent to which other countries 
with a significant financial services industry 
have established corresponding regimes to miti-
gate threats to financial stability or the econ-
omy posed by financial companies. 
(e) DUE PROCESS.— 
(1) NOTICE AND HEARING.—The Council shall 
give notice to a financial company subject to stricter 
prudential standards, and opportunity for hearing if 
requested, that the financial company is being con-
sidered for mitigatory action pursuant to subsection 
(a). The hearing shall occur no later than 30 days 
after the financial company receives notice of the 
proposed action from the Council. 
(2) NOTICE.—The Council shall notify the fi-
nancial company subject to stricter prudential stand-
ards of the Council’s determination, and, if the 
Council determines that mitigatory action is appro-
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priate, require the company to submit a plan to the 
Council to implement the required mitigatory action. 
(3) SUBMISSION OF PLAN.—The financial hold-
ing company subject to stricter standards shall sub-
mit its proposed plan to implement the required 
mitigatory action or actions to the Council within 60 
days from the date it receives notice under para-
graph (2) or such shorter timeframe as the Council 
may require, if the Council determines an emergency 
situation merits expeditious implementation. 
(4) APPROVAL
OR
AMENDMENT
OF
THE 
PLAN.—The Council shall review the plan submitted 
pursuant to paragraph (3) and determine whether 
the plan achieves the goal of mitigating a grave 
threat to the financial stability or the economy of 
the United States. The Council may approve or dis-
approve the plan with or without amendment. 
(5) EFFECT OF PLAN APPROVAL.—The Council 
shall— 
(A) notify a financial holding company 
subject to stricter standards by order, which 
shall be public, that the Council has approved 
the plan with or without amendment; and 
(B) direct the Board to require a financial 
holding company subject to stricter standards 
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to comply with the plan to implement mitiga-
tory action or actions within a reasonable time-
frame after the Council’s approval and in ac-
cordance with such deadlines established in the 
plan. 
(f) TREASURY SECRETARY CONCURRENCE.—Mitiga-
tory action imposed by the Council involving the sale, di-
vestiture, or transfer of more than $10,000,000,000 in 
total assets by a financial holding company subject to 
stricter standards shall require the Secretary of the Treas-
ury’s concurrence before the issuance of the notice in sub-
section (e)(5)(A). If the sale, divestiture, or transfer of 
total assets by a financial holding company subject to 
stricter standards exceeds $100,000,000,000, the Sec-
retary of the Treasury shall consult with the President be-
fore concurrence. 
(g) FAILURE TO IMPLEMENT THE PLAN.—If a finan-
cial holding company subject to stricter standards fails to 
implement a plan for mitigatory action imposed pursuant 
to subsection (e)(5) within a reasonable timeframe, the 
Council shall direct the Board to take such actions as nec-
essary to ensure compliance with the plan. 
(h) JUDICIAL REVIEW.—For any plan required under 
this section, a financial holding company subject to strict-
er standards may, not later than 30 days after receipt of 
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the Council’s notice under subsection (e)(5), bring an ac-
tion in the United States district court for the judicial dis-
trict in which the home office of such company is located, 
or in the United States District Court for the District of 
Columbia, for an order requiring that the requirement for 
a mitigatory action be rescinded. Judicial review under 
this section shall be limited to the imposition of a mitiga-
tory action. In reviewing the Council’s imposition of a 
mitigatory action, the court shall rescind or dismiss only 
those mitigatory actions it finds to be imposed in an arbi-
trary and capricious manner. 
SEC. 1106. SUBJECTING ACTIVITIES OR PRACTICES TO 
STRICTER PRUDENTIAL STANDARDS FOR FI-
NANCIAL STABILITY PURPOSES. 
(a) IN GENERAL.—The Council may subject a finan-
cial activity or practice to stricter prudential standards 
under this subtitle if the Council determines that the con-
duct, scope, nature, size, scale, concentration, or inter-
connectedness of such activity or practice could create or 
increase the risk of significant liquidity, credit, or other 
problems spreading among financial institutions or mar-
kets and local, minority, or underserved communities, and 
thereby threaten the stability of the financial system or 
economy. 
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(b) PERIODIC REVIEW
OF ACTIVITY IDENTIFICA-
TIONS.— 
(1) SUBMISSION OF ASSESSMENT.—The Board 
shall periodically submit a report to the Council con-
taining an assessment of whether each activity or 
practice subjected to stricter prudential standards 
should continue to be subject to such standards. 
(2) REVIEW
AND
RECISION.—The Council 
shall— 
(A) review the assessment submitted pur-
suant to paragraph (1) and any information or 
recommendation submitted by members of the 
Council regarding whether a financial activity 
subjected to stricter prudential standards con-
tinues to merit stricter prudential standards; 
and 
(B) rescind the action subjecting an activ-
ity to heightened prudential supervision if the 
Council determines that the activity no longer 
meets the criteria in subsection (a). 
(c) PROCEDURE FOR SUBJECTING OR CEASING TO 
SUBJECT AN ACTIVITY OR PRACTICE TO STRICTER PRU-
DENTIAL STANDARDS.— 
(1) COUNCIL AND BOARD COORDINATION.—The 
Council shall inform the Board if the Council is con-
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sidering whether to subject or cease to subject an 
activity to stricter prudential standards in accord-
ance with this section. 
(2) NOTICE AND OPPORTUNITY FOR CONSIDER-
ATION OF WRITTEN MATERIALS.— 
(A) IN GENERAL.—The Board shall, in an 
executive capacity on behalf of the Council, pro-
vide notice to financial companies that the 
Council is considering whether to subject an ac-
tivity or practice to heightened prudential regu-
lation, and shall provide a financial company 
engaged in such activity or practice 30 days to 
submit written materials to inform the Coun-
cil’s decision. The Council shall decide, and the 
Board shall provide notice of the Council’s deci-
sion, within 60 days of the due date for such 
written materials. 
(B) EMERGENCY EXCEPTION.—The Coun-
cil may waive or modify the requirements of 
subparagraph (A) if the Council determines 
that such waiver or modification is necessary or 
appropriate to prevent or mitigate threats posed 
by an activity to financial stability. The Board 
shall, in an executive capacity on behalf of the 
Council, provide notice of such waiver or modi-
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fication to financial companies as soon as prac-
ticable, which shall be no later than 24 hours 
after the waiver or modification. 
(3) FORM OF DECISION.—The Board shall pro-
vide all notices required under this subsection by 
posting a notice on the Board’s web site and pub-
lishing a notice in the Federal Register. 
SEC. 1107. STRICTER REGULATION OF ACTIVITIES AND 
PRACTICES FOR FINANCIAL STABILITY PUR-
POSES. 
(a) PRUDENTIAL STANDARDS.— 
(1) BOARD AUTHORITY TO RECOMMEND.— 
(A) IN GENERAL.—To mitigate the risks to 
United States financial stability and the United 
States economy posed by financial activities and 
practices that the Council identifies for stricter 
prudential standards under section 1106 the 
Board shall recommend prudential standards to 
the appropriate primary financial regulatory 
agencies to apply to such identified activities 
and practices. 
(B) CONSULTATION WITH PRIMARY FINAN-
CIAL REGULATORY AGENCIES.—The Board, in 
developing recommendations under this sub-
section, shall consult with the relevant primary 
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financial regulatory agencies with respect to 
any standard that is likely to have a significant 
effect 
on 
entities 
described 
in 
section 
1000(b)(6). 
(2) 
CRITERIA.—The 
actions 
recommended 
under paragraph (1)— 
(A) shall be designed to maximize financial 
stability, taking costs to long-term financial and 
economic growth into account; and 
(B) may include prescribing the conduct of 
the activity or practice in specific ways (such as 
by limiting its scope, nature, size, scale, con-
centration, or interconnectedness, or applying 
particular capital or risk-management require-
ments to the conduct of the activity) or prohib-
iting the activity or practice altogether. 
(b) IMPLEMENTATION OF RECOMMENDED STAND-
ARDS.— 
(1) ROLE OF PRIMARY FINANCIAL REGULATORY 
AGENCY.—Each primary financial regulatory agency 
is authorized to impose, require reports regarding, 
examine for compliance with, and enforce standards 
in accordance with this section with respect to those 
entities described in section 1000(b)(6) for which it 
is the primary financial regulatory agency. This au-
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thority is in addition to and does not limit any other 
authority of the primary financial regulatory agen-
cies. Compliance by an entity with actions taken by 
a primary financial regulatory agency under this sec-
tion shall be enforceable in accordance with the stat-
utes governing the respective primary financial regu-
latory agency’s jurisdiction over the entity as if the 
agency action were taken under those statutes. 
(2) IMPOSITION
OF
STANDARDS.—Standards 
imposed under this subsection shall be the standards 
recommended by the Board in accordance with sub-
section (a) or any other similar standards that the 
Board deems acceptable after consultation between 
the Board and the primary financial regulatory 
agency. 
(3) PRIMARY FINANCIAL REGULATORY AGENCY 
RESPONSE.—A primary financial regulatory agency 
shall notify the Council and the Board in writing on 
whether and to what extent the agency has imposed 
the stricter prudential standards described in para-
graph (2) within 60 days of the Board’s rec-
ommendation. A primary financial regulatory agency 
that fails to impose such standards shall provide 
specific justification for such failure to act in the 
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written notice from the agency to the Council and 
Board. 
SEC. 1108. EFFECT OF RESCISSION OF IDENTIFICATION. 
(a) NOTICE.—When the Council determines that a 
company or activity or practice no longer is subject to 
heightened prudential scrutiny, the Board shall inform the 
relevant primary financial regulatory agency or agencies 
(if different from the Board) of that finding. 
(b) DETERMINATION OF PRIMARY FINANCIAL REGU-
LATORY AGENCY
TO CONTINUE.—A primary financial 
regulatory agency that has imposed stricter prudential 
standards for financial stability purposes under this sub-
title shall determine whether standards that it has im-
posed under this subtitle should remain in effect. 
SEC. 1109. EMERGENCY FINANCIAL STABILIZATION. 
(a) IN GENERAL.—Upon the written determination 
of the Council that a liquidity event exists that could de-
stabilize the financial system (which determination shall 
be made upon a vote of not less than two-thirds of the 
members of the Council then serving) and with the written 
consent of the Secretary of the Treasury (after certifi-
cation by the President that an emergency exists), the 
Corporation may create a widely-available program de-
signed to avoid or mitigate adverse effects on systemic eco-
nomic conditions or financial stability by guaranteeing ob-
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100 
ligations of solvent insured depository institutions or other 
solvent companies that are predominantly engaged in ac-
tivities that are financial in nature or are incidental there-
to pursuant to section 4(k) of the Bank Holding Company 
Act, if necessary to prevent systemic financial instability 
during times of severe economic distress, except that a 
guarantee of obligations under this section may not in-
clude provision of equity in any form. 
(b) POLICIES AND PROCEDURES.—Prior to exercising 
any authority under this section, the Corporation shall es-
tablish policies and procedures governing the issuance of 
guarantees. The terms and conditions of any guarantees 
issued shall be established by the Corporation with the ap-
proval of the Secretary of the Treasury and the Financial 
Stability Oversight Council. 
(c) FUNDING.— 
(1) ADMINISTRATIVE EXPENSES AND COST OF 
GUARANTEES.—A program established pursuant to 
this section shall require funding only for the pur-
poses of paying administrative expenses and for pay-
ing a guarantee in the event that a guaranteed loan 
defaults. 
(2) FEES AND OTHER CHARGES.—The Corpora-
tion shall charge fees or other charges to all partici-
pants in such program established pursuant to this 
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101 
section. To the extent that a program established 
pursuant to this section has expenses or losses, the 
program will be funded entirely through fees or 
other charges assessed on participants in such pro-
gram. 
(3) EXCESS FUNDS.—If at the conclusion of 
such program there are any excess funds collected 
from the fees associated with such program, the 
funds will be deposited into the Systemic Resolution 
Fund established pursuant to section 1609(n). 
(4) AUTHORITY
OF
CORPORATION.—For pur-
poses of conducting a program established pursuant 
to this section, the Corporation— 
(A) may borrow funds from the Secretary 
of the Treasury, which shall be repaid in full 
with interest through fees and charges paid by 
participants in accordance with paragraph (2), 
and, to the extent such additional amounts are 
necessary, assessments on large financial com-
panies under paragraph (5), and there shall be 
available to the Corporation amounts in the 
Treasury not otherwise appropriated, including 
for the payment of reasonable administrative 
expenses; 
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102 
(B) may not borrow funds from the De-
posit Insurance Fund established pursuant to 
section 11(a)(4) of the Federal Deposit Insur-
ance Act; and 
(C) may not borrow funds from the Sys-
temic Resolution Fund established pursuant to 
section 1609(n). 
(5) BACK-UP
SPECIAL
ASSESSMENT.—To the 
extent that the funds collected pursuant to para-
graph (2) are insufficient to cover any losses or ex-
penses (including monies borrowed pursuant to 
paragraph (4)) arising from a program established 
pursuant to this section, the Corporation shall im-
pose a special assessment on— 
(A) large financial companies subject to as-
sessments under section 1609(n) (whether or 
not such company participated in such pro-
gram) in the manner provided in such section 
1609(n); and 
(B) participants in the program that are 
not large financial companies paying assess-
ments pursuant to section 1609(n). 
(d) PLAN
FOR MAINTENANCE
OR INCREASE
OF 
LENDING.—In connection with any application or request 
to participate in such program authorized pursuant to this 
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103 
section, a solvent company seeking to participate in such 
program shall be required to submit to the Corporation 
a plan detailing how the use of such guaranteed funds will 
facilitate the increase or maintenance of such solvent com-
pany’s level of lending to consumers or small businesses. 
(e) DEFINITIONS.—For purposes of this section, the 
following definitions apply: 
(1) ACTIVITIES THAT ARE FINANCIAL IN NA-
TURE.—The term ‘‘activities that are financial in 
nature’’ means activities that are determined to be 
financial in nature, or incidental to such activities, 
under section 4(k) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1843(k)) and activities that 
are identified for stricter prudential standards under 
section 1106. 
(2) COMPANY.—The term ‘‘company’’ means 
any entity other than a natural person that is incor-
porated or organized under Federal law or the laws 
of any State. 
(3) CORPORATION.—The term ‘‘Corporation’’ 
means the Federal Deposit Insurance Corporation. 
(4) INSURED DEPOSITORY INSTITUTION.—The 
term ‘‘insured depository institution’’ shall have the 
same meaning as in section 3 of the Federal Deposit 
Insurance Act (12 U.S.C. 1813). 
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(5) SOLVENT.—The term ‘‘solvent’’ means as-
sets are more than the obligations to creditors. 
(f) SUNSET OF CORPORATION’S AUTHORITY.—The 
Corporation’s authority under subsections (a) and (c) and 
the authority to borrow or obligate funds under section 
1609(n) shall expire on December 31, 2013, unless the 
President transmits to the Congress a request for renewal 
of the authority and there is enacted a joint resolution, 
as defined in subsection (g). 
(g) JOINT RESOLUTION.— 
(1) TERMS.—For purposes of subsection (f), 
the term ‘‘joint resolution’’ means only a joint reso-
lution which is introduced within a 2-day period be-
ginning on the date on which the President trans-
mits the request to the Congress under subsection 
(f), and— 
(A) which does not have a preamble; 
(B) the matter after the resolving clause of 
which is as follows: ‘‘That Congress approves 
the request for renewal of authority provided 
under sections 1108 and 1609(n) of the Finan-
cial Stability Improvement Act of 2009 as sub-
mitted by the President on lllllll’’, 
the blank space being filled in with the appro-
priate date; and 
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(C) the title of which is as follows: ‘‘Joint 
resolution approving the renewal of financial 
stabilization authority.’’. 
(2) REFERRAL.—A resolution described in 
paragraph (1) that is introduced in the House of 
Representatives shall be referred to the Committee 
on Financial Services of the House of Representa-
tives. A resolution described in paragraph (1) intro-
duced in the Senate shall be referred to the Com-
mittee on Banking, Housing, and Urban Affairs of 
the Senate. 
(3) DISCHARGE.—If the committee to which a 
resolution described in paragraph (1) is referred has 
not reported such resolution (or an identical resolu-
tion) by the end of the 2-day period beginning on 
the date on which the President transmits the re-
quest to the Congress under subsection (f), such 
committee shall be, at the end of such period, dis-
charged from further consideration of such resolu-
tion, and such resolution shall be placed on the ap-
propriate calendar of the House involved. 
(4) CONSIDERATION.— 
(A) IN
GENERAL.—On or after the day 
after the date on which the committee to which 
such a resolution is referred has reported, or 
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has been discharged (under paragraph (3)) 
from further consideration of, such a resolution, 
it is in order (even though a previous motion to 
the same effect has been disagreed to) for any 
Member of the respective House to move to pro-
ceed to the consideration of the resolution. A 
Member may make the motion only on the day 
after the calendar day on which the Member 
announces to the House concerned the Mem-
ber’s intention to make the motion, except that, 
in the case of the House of Representatives, the 
motion may be made without such prior an-
nouncement if the motion is made by direction 
of the committee to which the resolution was re-
ferred. All points of order against the resolution 
(and against consideration of the resolution) 
are waived. The motion is highly privileged in 
the House of Representatives and is privileged 
in the Senate and is not debatable. The motion 
is not subject to amendment, or to a motion to 
postpone, or to a motion to proceed to the con-
sideration of other business. A motion to recon-
sider the vote by which the motion is agreed to 
or disagreed to shall not be in order. If a mo-
tion to proceed to the consideration of the reso-
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lution is agreed to, the respective House shall 
immediately proceed to consideration of the 
joint resolution without intervening motion, 
order, or other business, and the resolution 
shall remain the unfinished business of the re-
spective House until disposed of. 
(B) DEBATE.—Debate on the resolution, 
and on all debatable motions and appeals in 
connection therewith, shall be limited to not 
more than 2 hours, which shall be divided 
equally between those favoring and those oppos-
ing the resolution. An amendment to the resolu-
tion is not in order. A motion to limit further 
debate is in order and not debatable. A motion 
to postpone, or a motion to proceed to the con-
sideration of other business, or a motion to re-
commit the resolution is not in order. A motion 
to reconsider the vote by which the resolution is 
agreed to or disagreed to is not in order. 
(C) VOTE.—Immediately following the con-
clusion of the debate on a resolution described 
in paragraph (1) and a single quorum call at 
the conclusion of the debate, if requested in ac-
cordance with the rules of the appropriate 
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House, the vote on final passage of the resolu-
tion shall occur. 
(D) RULES APPEALS.—Appeals of the de-
cisions of the Chair relating to the application 
of the rules of the Senate or the House of Rep-
resentatives, as the case may be, to the proce-
dure relating to a resolution described in para-
graph (1) shall be decided without debate. 
(5) CONSIDERATION BY OTHER HOUSE.— 
(A) IN GENERAL.—If, before the passage 
by one House of a resolution of that House de-
scribed in paragraph (1), that House receives 
from the other House a resolution described in 
paragraph (1), then the following procedures 
shall apply: 
(i) The resolution of the other House 
shall not be referred to a committee and 
may not be considered in the House receiv-
ing it except in the case of final passage as 
provided in clause (ii)(II). 
(ii) With respect to a resolution de-
scribed in paragraph (1) of the House re-
ceiving the resolution— 
(I) the procedure in that House 
shall be the same as if no resolution 
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had been received from the other 
House; but 
(II) the vote on final passage 
shall be on the resolution of the other 
House. 
(B) CONSIDERATION.—Upon disposition of 
the resolution received from the other House, it 
shall no longer be in order to consider the reso-
lution that originated in the receiving House. 
(6) RULES OF THE SENATE AND HOUSE.—This 
subsection is enacted by the Congress— 
(A) as an exercise of the rulemaking power 
of the Senate and House of Representatives, re-
spectively, and as such it is deemed a part of 
the rules of each House, respectively, but appli-
cable only with respect to the procedure to be 
followed in that House in the case of a resolu-
tion described in paragraph (1), and it super-
sedes other rules only to the extent that it is in-
consistent with such rules; and 
(B) with full recognition of the constitu-
tional right of either House to change the rules 
(so far as relating to the procedure of that 
House) at any time, in the same manner, and 
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to the same extent as in the case of any other 
rule of that House. 
(7) EFFECTIVE PERIOD.—The Presidential re-
quest referred to in paragraph (1) shall specify the 
period of time that such authority is extended and 
the adoption of the joint resolution shall extend such 
powers for such period of time. 
SEC. 1110. CORPORATION MUST RECEIVE WARRANTS WHEN 
PAYING OR RISKING TAXPAYER FUNDS. 
(a) IN GENERAL.—The Federal Deposit Insurance 
Corporation (hereinafter in this section referred to as the 
‘‘Corporation’’) may not provide any payment, credit ex-
tension, or guarantee, or make any such commitment 
under the authority of section 1109 or 1604, unless the 
Corporation receives from the financial company for which 
the credit extension or guarantee is intended, as fair mar-
ket value consideration for such payment, credit extension 
or guarantee— 
(1) in the case of a financial company, the secu-
rities of which are traded on a national securities ex-
change, a warrant giving the right to the Corpora-
tion to receive nonvoting common stock or preferred 
stock in such financial institution, or voting stock 
with respect to which, the Corporation agrees not to 
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exercise voting power, as the Corporation determines 
appropriate; or 
(2) in the case of any financial company other 
than one described in paragraph (1), a warrant for 
common or preferred stock, or a senior debt instru-
ment from such financial institution, as described in 
subsection (b)(3). 
(b) TERMS AND CONDITIONS.—The terms and condi-
tions of any warrant or senior debt instrument required 
under subsection (a) shall meet the following require-
ments: 
(1) PURPOSES.—Such terms and conditions 
shall, at a minimum, be designed— 
(A) to provide for reasonable participation 
by the Corporation, for the benefit of taxpayers, 
in equity appreciation in the case of a warrant 
or other equity security, or a reasonable interest 
rate premium, in the case of a debt instrument; 
and 
(B) to provide additional protection for the 
taxpayer against losses from such payment, ex-
tension of credit, or guarantee by the Corpora-
tion under this title. 
(2) AUTHORITY TO SELL, EXERCISE, OR SUR-
RENDER.—The Corporation may sell, exercise, or 
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surrender a warrant or any senior debt instrument 
received under this subsection, based on the condi-
tions established under paragraph (1). 
(3) CONVERSION.—The warrant shall provide 
that if, after the warrant is received by the Corpora-
tion under this subsection, the financial company 
that issued the warrant is no longer listed or traded 
on a national securities exchange or securities asso-
ciation, as described in subsection (a)(1), such war-
rants shall convert to senior debt, or contain appro-
priate protections for the Corporation to ensure that 
the Corporation is appropriately compensated for the 
value of the warrant, in an amount determined by 
the Corporation. 
(4) PROTECTIONS.—Any warrant representing 
securities to be received by the Corporation under 
this subsection shall contain anti-dilution provisions 
of the type employed in capital market transactions, 
as determined by the Corporation. Such provisions 
shall protect the value of the securities from market 
transactions such as stock splits, stock distributions, 
dividends, and other distributions, mergers, and 
other forms of reorganization or recapitalization. 
(5) EXERCISE PRICE.—The exercise price for 
any warrant issued pursuant to this subsection shall 
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be set by the Corporation, in the interest of the tax-
payers. 
(6) 
SUFFICIENCY.—The 
financial 
company 
shall guarantee to the Corporation that it has au-
thorized shares of nonvoting stock available to fulfill 
its obligations under this subsection. Should the fi-
nancial company not have sufficient authorized 
shares, including preferred shares that may carry 
dividend rights equal to a multiple number of com-
mon shares, the Corporation may, to the extent nec-
essary, accept a senior debt note in an amount, and 
on such terms as will compensate the Corporation 
with equivalent value, in the event that a sufficient 
shareholder vote to authorize the necessary addi-
tional shares cannot be obtained. 
(c) EXCEPTIONS.— 
(1) The Corporation shall establish an exception 
to the requirements of this section and appropriate 
alternative requirements for any participating finan-
cial company that is legally prohibited from issuing 
securities and debt instruments, so as not to allow 
circumvention of the requirements of this section. 
(2) If the Corporation is providing a payment, 
extension of credit, or guarantee with regard to its 
authority under section 1604 and the Corporate de-
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termines that it is certain that at the conclusion of 
the Resolution Process the shareholders of all classes 
shall lose their entire investment and receive nothing 
therefor, then the requirements of this section shall 
not apply. 
SEC. 1111. EXAMINATIONS AND ENFORCEMENT ACTIONS 
FOR INSURANCE AND RESOLUTIONS PUR-
POSES. 
(a) EXAMINATIONS FOR INSURANCE AND RESOLU-
TIONS PURPOSES.—Section 10(b)(3) of the Federal De-
posit Insurance Act (12 U.S.C. 1820(b)(3)) is amended 
by striking ‘‘whenever the Board of Directors determines’’ 
and all that follows through the period and inserting ‘‘or 
financial holding company subject to stricter standards (as 
defined in section 1000(b)(5) of the Financial Stability 
Improvement Act of 2009) whenever the Board of Direc-
tors determines a special examination of any such deposi-
tory institution is necessary to determine the condition of 
such depository institution for insurance or such financial 
holding company subject to stricter standards for resolu-
tion purposes.’’. 
(b) ENFORCEMENT AUTHORITY.—Section 8(t) of the 
Federal Deposit Insurance Act (12 U.S.C. 1818(t)) is 
amended— 
(1) in paragraph (2)— 
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(A) at the end of subparagraph (B), by 
striking ‘‘or’’; 
(B) at the end of subparagraph (C), by 
striking the period and inserting ‘‘; or’’; and 
(C) by inserting at the end the following 
new subparagraph: 
‘‘(D) the conduct or threatened conduct 
(including any acts or omissions) of the deposi-
tory institution holding company poses a risk to 
the Deposit Insurance Fund.’’; and 
(2) by adding at the end the following new 
paragraph: 
‘‘(6) For purposes of this subsection: 
‘‘(A) The Corporation shall have the same 
powers with respect to a depository institution 
holding company and its affiliates as the appro-
priate Federal banking agency has with respect 
to the holding company and its affiliates; and 
‘‘(B) the holding company and its affiliates 
shall have the same duties and obligations with 
respect to the Corporation as the holding com-
pany and its affiliates have with respect to the 
appropriate Federal banking agency.’’. 
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116 
SEC. 1112. STUDY OF THE EFFECTS OF SIZE AND COM-
PLEXITY OF FINANCIAL INSTITUTIONS ON 
CAPITAL MARKET EFFICIENCY AND ECO-
NOMIC GROWTH. 
(a) STUDY REQUIRED.—The Chairman of the Coun-
cil shall carry out a study of the economic impact of pos-
sible financial services regulatory limitations intended to 
reduce systemic risk. Such study shall estimate the effect 
on the efficiency of capital markets, costs imposed on the 
financial sector, and on national economic growth, of— 
(1) explicit or implicit limits on the maximum 
size of banks, bank holding companies, and other 
large financial institutions; 
(2) limits on the organizational complexity and 
diversification of large financial institutions; 
(3) requirements for operational separation be-
tween business units of large financial institutions in 
order to expedite resolution in case of failure; 
(4) limits on risk transfer between business 
units of large financial institutions; 
(5) requirements to carry contingent capital or 
similar mechanisms; 
(6) limits on commingling of commercial and fi-
nancial activities by large financial institutions; 
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(7) segregation requirements between tradi-
tional financial activities and trading or other high- 
risk operations in large financial institutions; and 
(8) other limitations on the activities or struc-
ture of large financial institutions that may be use-
ful to limit systemic risk. 
The study shall include recommendations for the optimal 
structure of any limits considered in paragraphs (1) 
through (5) in order to maximize their effectiveness and 
minimize their economic impact. 
(b) REPORT.—Not later than the end of the 180-day 
period beginning on the date of the enactment of this title, 
the Chairman shall issue a report to the Congress con-
taining any findings and determinations made in carrying 
out the study required under subsection (a). 
SEC. 1113. EXERCISE OF FEDERAL RESERVE AUTHORITY. 
(a) NO DECISIONS BY FEDERAL RESERVE BANK 
PRESIDENTS.—No provision of this title relating to the 
authority of the Board shall be construed as conferring 
any decision-making authority on presidents of Federal re-
serve banks. 
(b) VOTING DECISIONS BY BOARD.—The Board of 
Governors of the Federal Reserve System shall not dele-
gate the authority to make any voting decision that the 
Board is authorized or required to make under this title 
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in contravention of section 11(k) of the Federal Reserve 
Act. 
SEC. 1114. STRESS TESTS. 
(a) A financial holding company subject to stricter 
standards shall— 
(1) conduct quarterly stress tests; and 
(2) submit a report on its quarterly stress test 
to the head of the primary financial regulatory agen-
cy and to the Board at such time, in such form, and 
containing such information as the head of the pri-
mary financial regulatory agency may require. 
(b) A financial company that has more than 
$10,000,000,000 in total assets and is not a financial 
holding company subject to stricter standards shall— 
(1) conduct semiannual stress tests; and 
(2) submit a report on its semiannual stress 
test to the head of the primary financial regulatory 
agency and to the Board at such time, in such form, 
and containing such information as the head of the 
primary financial regulatory agency may require. 
(c) A stress test under this section shall provide for 
testing under each of the following sets of conditions: 
(1) Baseline. 
(2) Adverse. 
(3) Severely adverse. 
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(d) The head of each primary financial regulatory 
agency, in coordination with the Board, shall issue regula-
tions to define the term ‘‘stress test’’ for purposes of this 
section. 
SEC. 1115. CONTINGENT CAPITAL. 
(a) IN GENERAL.—The Board, in coordination with 
the appropriate primary financial regulatory agency, may 
promulgate regulations that require a financial holding 
company subject to stricter standards to maintain a min-
imum amount of long-term hybrid debt that is convertible 
to equity when— 
(1) a specified financial company fails to meet 
prudential standards established by the agency; and 
(2) the agency has determined that threats to 
United States financial system stability make such a 
conversion necessary. 
(b) FACTORS TO CONSIDER.—In establishing regula-
tions under this section, the Board shall consider— 
(1) an appropriate transition period for imple-
mentation of a conversion under this section; 
(2) capital requirements applicable to the speci-
fied financial company and its subsidiaries; and 
(3) any other factor that the Board deems ap-
propriate. 
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(c) STUDY REQUIRED.—The Chairman of the Coun-
cil shall carry out a study to determine an optimal imple-
mentation of contingent capital requirements to maximize 
financial stability, minimize the probability of drawing on 
the Systemic Resolution Fund established under section 
1609(n) in a financial crisis, and minimize costs for finan-
cial holding companies subject to stricter standards. To 
the extent practicable, the study shall take place with 
input from industry participants and international finan-
cial regulators. Such study shall include— 
(1) an evaluation of the characteristics and 
amounts of convertible debt that should be required, 
including possible tranche structure; 
(2) an analysis of possible trigger mechanisms 
for debt conversion, including violation of regulatory 
capital requirements, failure of stress tests, declara-
tion of systemic emergency by regulators, market- 
based triggers and other trigger mechanisms; 
(3) an estimate of the costs of carrying contin-
gent capital; 
(4) an estimate of the effectiveness of contin-
gent capital requirements in reducing losses to the 
systemic resolution fund in cases of single-firm or 
systemic failure; and 
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(5) recommendations for implementing legisla-
tion. 
(d) REPORT.—Not later than the end of the 180-day 
period beginning on the date of the enactment of this title, 
the Chairman of Council shall issue a report to the Con-
gress containing any findings and determinations made in 
carrying out the study required under subsection (c). 
SEC. 1116. RESTRICTION ON PROPRIETARY TRADING BY 
DESIGNATED FINANCIAL HOLDING COMPA-
NIES. 
(a) IN GENERAL.—If the Board determines that pro-
priety trading by a financial holding company subject to 
stricter standards poses an existing or foreseeable threat 
to the safety and soundness of such company or to the 
financial stability of the United States, the Board may 
prohibit such company from engaging in propriety trading. 
(b) EXCEPTIONS PERMITTED.—The Board may ex-
empt from the prohibition of subsection (a) proprietary 
trading that the Board determines to be ancillary to other 
operations of such company and not to pose a threat to 
the safety and soundness of such company or to the finan-
cial stability of the United States, including— 
(1) making a market in securities issued by 
such company; 
(2) hedging or managing risk; 
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(3) determining the market value of assets of 
such company; and 
(4) propriety trading for such other purposes 
allowed by the Board by rule. 
(c) RULEMAKING AUTHORITY.—The primary finan-
cial regulatory agencies of banks and bank holding compa-
nies shall jointly issue regulations to carry out this section. 
(d) EFFECTIVE DATE.—The provisions of this sec-
tion shall take effect after the end of the 180-day period 
beginning on the date of the enactment of this title. 
(e) PROPRIETARY TRADING DEFINED.—For pur-
poses of this section and with respect to a company, the 
term ‘‘proprietary trading’’ means the trading of stocks, 
bonds, options, commodities, derivatives, or other financial 
instruments with the company’s own money and for the 
company’s own account. 
SEC. 1117. RULE OF CONSTRUCTION. 
The authorities granted to agencies under this sub-
title are in addition to any rulemaking, report-related, ex-
amination, enforcement, or other authority that such 
agencies may have under other law and in no way shall 
be construed to limit such other authority, except that any 
standards imposed for financial stability purposes under 
this subtitle shall supersede any conflicting less stringent 
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requirements of the primary financial regulatory agency 
but only the extent of the conflict. 
Subtitle C—Improvements to Su-
pervision 
and 
Regulation 
of 
Federal Depository Institutions 
SEC. 1201. DEFINITIONS. 
For purposes of this subtitle, the following definitions 
shall apply: 
(1) BOARD OF GOVERNORS.—The term ‘‘Board 
of Governors’’ means the Board of Governors of the 
Federal Reserve System. 
(2) CORPORATION.—The term ‘‘Corporation’’ 
means the Federal Deposit Insurance Corporation. 
(3) OFFICE
OF
THE
COMPTROLLER
OF
THE 
CURRENCY.—The term ‘‘Office of the Comptroller of 
the Currency’’ means the office established by sec-
tion 324 of the Revised Statutes (12 U.S.C. 1). 
(4) OFFICE
OF
THRIFT
SUPERVISION.—The 
term ‘‘Office of Thrift Supervision’’ means the office 
established by section 3 of the Home Owners’ Loan 
Act (12 U.S.C. 1462a). 
(5) SECRETARY.—The term ‘‘Secretary’’ means 
the Secretary of the Treasury. 
(6) TRANSFER
DATE.—The term ‘‘transfer 
date’’ has the meaning provided in section 1205. 
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(7) CERTAIN OTHER TERMS.—The terms ‘‘affil-
iate’’, ‘‘bank holding company’’, ‘‘control’’ (when 
used with respect to a depository institution), ‘‘de-
pository institution’’, ‘‘Federal banking agency’’, 
‘‘Federal savings association’’, ‘‘including’’, ‘‘insured 
branch’’, ‘‘insured depository institution’’, ‘‘savings 
association’’, ‘‘State savings association’’, and ‘‘sub-
sidiary’’ have the same meanings as in section 3 of 
the Federal Deposit Insurance Act. 
SEC. 1202. AMENDMENTS TO THE HOME OWNERS’ LOAN 
ACT RELATING TO TRANSFER OF FUNCTIONS. 
(a) AMENDMENTS TO SECTION 2.—Section 2 of the 
Home Owners’ Loan Act (12 U.S.C. 1462) is amended— 
(1) by striking paragraph (1) and inserting the 
following new paragraph: 
‘‘(1) BOARD OF GOVERNORS.—The term ‘Board 
of Governors’ means the Board of Governors of the 
Federal Reserve System.’’; and 
(2) by striking paragraph (3) and inserting the 
following new paragraph: 
‘‘(3) [repealed]’’. 
(b) AMENDMENTS TO SECTION 3.—Section 3 of the 
Home Owners’ Loan Act (12 U.S.C. 1462a) is amended— 
(1) by striking subsection (a) and inserting the 
following new subsection: 
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‘‘(a) ESTABLISHMENT OF DIVISION OF THRIFT SU-
PERVISION.—To carry out the purposes of this Act, there 
is hereby established the Division of Thrift Supervision, 
which shall be a division within the Office of the Comp-
troller of the Currency.’’; 
(2) in subsection (b)— 
(A) by striking paragraph (1) and insert-
ing the following new paragraph: 
‘‘(1) IN GENERAL.—The Division of Thrift Su-
pervision shall be headed by a Senior Deputy Comp-
troller of the Currency who shall be subject to the 
general oversight of the Comptroller of the Cur-
rency.’’; 
(B) in paragraph (2), by striking ‘‘Direc-
tor’’ and inserting ‘‘Comptroller of the Cur-
rency’’; and 
(C) by striking paragraphs (3) and (4); 
(3) by striking subsections (c), (d), and (e) and 
inserting the following new subsection: 
‘‘(c) POWERS OF THE COMPTROLLER OF THE CUR-
RENCY.—The Comptroller of the Currency shall have all 
the powers, duties, and functions transferred by the Fi-
nancial Stability Improvement Act of 2009 to the Comp-
troller of the Currency to carry out this Act.’’; 
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(4) by redesignating subsections (f) and (i) as 
subsections (d) and (e), respectively; 
(5) in subsection (d) (as so redesignated), by 
striking ‘‘Director’’ each place such term appears 
and inserting ‘‘Comptroller of the Currency’’; 
(6) by striking subsections (g), (h), and (j); and 
(7) in subsection (e) (as so redesignated), by 
striking ‘‘compensation of the Director and other 
employees of the Office and all other expenses there-
of’’ and inserting ‘‘expenses incurred by the Comp-
troller of the Currency in carrying out this Act’’. 
(c) AMENDMENTS TO SECTION 4.—Section 4 of the 
Home Owners’ Loan Act (12 U.S.C. 1463) is amended 
by striking ‘‘Director’’ each time it appears and inserting 
‘‘Comptroller of the Currency’’. 
(d) AMENDMENTS TO SECTION 5.— 
(1) UNIVERSAL.—Section 5 of the Home Own-
ers’ Loan Act (12 U.S.C. 1464) is amended— 
(A) by striking ‘‘Director’’ and ‘‘Director 
of the Office of Thrift Supervision’’ each place 
such terms appear and inserting ‘‘Comptroller 
of the Currency’’; and 
(B) by striking ‘‘Director’s’’ each place 
such term appears and inserting ‘‘Comptroller 
of the Currency’s’’. 
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127 
(2) SPECIFIC PROVISIONS.— 
(A) Section 5(d)(2)(E) of the Home Own-
ers’ Loan Act is amended by striking ‘‘or the 
Resolution Trust Corporation, as appropriate,’’ 
each place such term appears. 
(B) Section 5(d)(3)(B) of the Home Own-
ers’ Loan Act is amended by striking ‘‘or the 
Resolution Trust Corporation’’. 
(e) AMENDMENTS TO SECTIONS 8 AND 9.—Sections 
8 and 9 of the Home Owners’ Loan Act (12 U.S.C. 1466a 
and 1467) are each amended by striking ‘‘Director’’ each 
place such term appears and inserting ‘‘Comptroller of the 
Currency’’. 
(f) TECHNICAL AND CONFORMING AMENDMENTS.— 
(1) SECTION 3.—The heading for section 3 of 
the Home Owners’ Loan Act is amended by striking 
‘‘DIRECTOR OF THE OFFICE OF THRIFT SUPER-
VISION’’ and inserting ‘‘DIVISION OF THRIFT SU-
PERVISION’’. 
(2) SECTION
5.—The heading for paragraph 
(2)(E)(ii) of section 5(d) of the Home Owners’ Loan 
Act and the heading for paragraph (3)(B) of such 
section are each amended by striking ‘‘OR RTC’’. 
(g) CLERICAL AMENDMENT.—The table of contents 
section for the Home Owners’ Loan Act is amended by 
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striking the item relating to section 3 and inserting the 
following new item: 
‘‘Sec. 3. Division of Thrift Supervision.’’. 
SEC. 1203. AMENDMENTS TO THE REVISED STATUTES. 
(a) AMENDMENT TO SECTION 324.—Section 324 of 
the Revised Statutes of the United States (12 U.S.C. 1) 
is amended to read as follows: 
‘‘SEC. 324. COMPTROLLER OF THE CURRENCY. 
‘‘There shall be in the Department of the Treasury 
a bureau, the chief officer of which bureau shall be called 
the Comptroller of the Currency, and shall perform the 
duties of the Comptroller of the Currency under the gen-
eral direction of the Secretary of the Treasury. The Comp-
troller of the Currency shall have the same authority over 
matters as were vested in the Director of the Office of 
Thrift Supervision or the Office of Thrift Supervision on 
the day before the date of enactment of the Financial Sta-
bility Improvement Act of 2009 other than those authori-
ties with respect to savings and loan holding companies 
and any affiliate of any such company (other than a sav-
ings association) as were vested in the Director of the Of-
fice of Thrift Supervision on such date. The Secretary of 
the Treasury may not delay or prevent the issuance of any 
rule or the promulgation of any regulation by the Comp-
troller of the Currency and may not intervene in any mat-
ter or proceeding before the Comptroller of the Currency 
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129 
(including agency enforcement actions) unless otherwise 
specifically provided by law.’’. 
(b) AMENDMENTS TO SECTION 327.—Section 327 of 
the Revised Statutes of the United States (12 U.S.C. 4) 
is amended to read as follows: 
‘‘SEC. 327 DEPUTY COMPTROLLERS. 
‘‘(a) APPOINTMENT.—The Secretary of the Treasury 
shall appoint no more than 5 Deputy Comptrollers of the 
Currency— 
‘‘(1) 1 of whom shall be designated the Senior 
Deputy Comptroller for National Banks, who shall 
oversee the regulation and supervision of national 
banks; and 
‘‘(2) 1 of whom shall be designated the Senior 
Deputy Comptroller for Thrift Supervision, who 
shall oversee the regulation and supervision of Fed-
eral savings associations. 
‘‘(b) PAY.—The Secretary of the Treasury shall fix 
the compensation of the Deputy Comptrollers of the Cur-
rency and provide such other benefits as the Secretary 
may determine to be appropriate. 
‘‘(c) OATH
OF OFFICE; DUTIES.—Each Deputy 
Comptroller shall take the oath of office and shall perform 
such duties as the Comptroller of the Currency shall di-
rect. 
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130 
‘‘(d) SERVICE AS ACTING COMPTROLLER.—During a 
vacancy in the office or during the absence or disability 
of the Comptroller, each Deputy Comptroller shall possess 
the power and perform the duties attached by law to the 
Office of the Comptroller under such order of succession 
as the Comptroller shall direct.’’. 
(c) AMENDMENT TO SECTION 329.—Section 329 of 
the Revised Statutes of the United States (12 U.S.C. 11) 
is amended by inserting ‘‘or any Federal savings associa-
tion’’ before the period at the end. 
(d) AMENDMENT
TO SECTION 5240.—The fourth 
sentence of the second undesignated paragraph of Section 
5240 of the Revised Statutes of the United States (12 
U.S.C. 481) is amended by striking ‘‘Secretary of the 
Treasury;’’ and all that follows through the end of the sen-
tence, and inserting ‘‘Secretary of the Treasury; the em-
ployment and compensation of examiners, chief examiners, 
reviewing examiners, assistant examiners, and of the other 
employees of the office of the Comptroller of the Currency 
whose compensation is and shall be paid from assessments 
on banks or affiliates thereof or from other fees or charges 
imposed pursuant to this subchapter shall be set and ad-
justed pursuant to chapter 71 of title 5, United States 
Code and without regard to the provisions of other laws 
applicable to officers or employees of the United States.’’ 
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131 
(e) AMENDMENT TO SECTION 5240.—The first sen-
tence in the first undesignated paragraph of Section 5240 
of the Revised Statutes of the United States (12 U.S.C. 
482) is amended by inserting ‘‘pursuant to chapter 71 of 
title 5, United States Code,’’ after ‘‘shall,’’. 
SEC. 1204. POWER AND DUTIES TRANSFERRED. 
(a) DIRECTOR OF THE OFFICE OF THRIFT SUPER-
VISION.— 
(1) TRANSFER OF FUNCTIONS.—Except as oth-
erwise provided in this subtitle, all functions of the 
Director of the Office of Thrift Supervision are 
transferred to the Office of the Comptroller of the 
Currency. 
(2) COMPTROLLER’S
AUTHORITY.—Except as 
otherwise provided in this subtitle, the Comptroller 
of the Currency shall succeed to all powers, authori-
ties, rights, and duties that were vested in the Direc-
tor of the Office of Thrift Supervision under Federal 
law, including the Home Owners’ Loan Act, on the 
day before the transfer date other than those pow-
ers, authorities, rights, and duties with respect to 
savings and loan holding companies and any affiliate 
of any such company (other than a savings associa-
tion) as were vested in the Director of the Office of 
Thrift Supervision on such date. 
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(3) FUNCTIONS RELATING TO SUPERVISION OF 
STATE SAVINGS ASSOCIATIONS.— 
(A) TRANSFER OF FUNCTIONS.—All func-
tions of the Director of the Office of Thrift Su-
pervision relating to the supervision and regula-
tion of State savings associations are trans-
ferred to the Corporation. 
(B) 
CORPORATION’S
AUTHORITY.—The 
Corporation shall succeed to all powers, au-
thorities, rights, and duties that were vested in 
the Director of the Office of Thrift Supervision 
under Federal law, including the Home Owners’ 
Loan Act, on the day before the transfer date, 
relating to the supervision and regulation of 
State savings associations. 
(b) APPROPRIATE FEDERAL BANKING AGENCY.— 
Section 3 of the Federal Deposit Insurance Act (12 U.S.C. 
1813) is amended in subsection (q)— 
(1) by amending paragraph (1) to read as fol-
lows: 
‘‘(1) the Comptroller of the Currency in the 
case of any national bank, Federal savings associa-
tion or any Federal branch or agency of a foreign 
bank;’’; 
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(2) in paragraph (2)(F), by adding ‘‘and’’ at 
the end after the semicolon; 
(3) by amending paragraph (3) to read as fol-
lows: 
‘‘(3) the Federal Deposit Insurance Corporation 
in the case of a State nonmember insured bank, a 
State savings association or a foreign bank having 
an insured branch.’’; and 
(4) by striking paragraph (4). 
(c) TRANSFER OF CONSUMER FINANCIAL PROTEC-
TION FUNCTIONS.—Nothing in subsection (a) or (b) shall 
affect any transfer of consumer financial protection func-
tions of the Comptroller of the Currency and the Director 
of the Office of Thrift Supervision to the Consumer Finan-
cial Protection Agency as provided in the Consumer Fi-
nancial Protection Agency Act of 2009. 
(d) EFFECTIVE DATE.—Subsections (a) and (b) shall 
become effective on the transfer date. 
SEC. 1205. TRANSFER DATE. 
(a) IN GENERAL.—Except as provided in subsection 
(b), the date for the transfer of functions to the Office 
of the Comptroller of the Currency and the Corporation 
under section 1204 shall be 1 year after the date of enact-
ment of this title. 
(b) EXTENSION PERMITTED.— 
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134 
(1) NOTICE REQUIRED.—The Secretary, in con-
sultation with the Comptroller of the Currency and 
the Director of the Office of Thrift Supervision, may 
designate a calendar date for the transfer of func-
tions of the Office of Thrift Supervision to the Of-
fice of the Comptroller of the Currency, and the Cor-
poration under section 1204 that is later than 1 
year after the date of enactment of this title if the 
Secretary— 
(A) transmits to the Committee on Bank-
ing, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the 
House of Representatives— 
(i) a written determination that or-
derly implementation of this subtitle is not 
feasible on the date that is 1 year after the 
date of enactment of this subtitle; 
(ii) an explanation of why an exten-
sion is necessary for the orderly implemen-
tation of this subtitle; and 
(iii) a description of the steps that will 
be taken to effect an orderly and timely 
implementation of this subtitle within the 
extended time period; and 
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(B) publishes notice of that designated 
later date in the Federal Register. 
(2) EXTENSION LIMITED.—In no case shall any 
date designated under paragraph (1) be later than 
18 months after the date of enactment of this sub-
title. 
(3) EFFECT ON REFERENCES TO ‘‘TRANSFER 
DATE’’.—If the Secretary takes the actions provided 
in paragraph (1) for designating a date for the 
transfer of functions to the Office of the Comptroller 
of the Currency, and the Corporation under section 
1204, references in this title to ‘‘transfer date’’ shall 
mean the date designated by the Secretary. 
SEC. 1206. EXPIRATION OF TERM OF COMPTROLLER. 
(a) IN GENERAL.—Notwithstanding section 325 of 
the Revised Statutes of the United States, the term of the 
person serving as Comptroller on the date of the enact-
ment of this title shall terminate as of such date. 
(b) ACTING COMPTROLLER.—Subject to sections 
3345, 3346, and 3347 of title 5, United States Code, the 
President may designate a person to serve as acting 
Comptroller and perform the functions and duties of the 
Comptroller until a Comptroller has been appointed and 
qualified in the manner established in section 325 of the 
Revised Statutes of the United States. 
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136 
SEC. 1207. OFFICE OF THRIFT SUPERVISION ABOLISHED. 
Effective 90 days after the transfer date, the position 
of Director of the Office of Thrift Supervision and the Of-
fice of Thrift Supervision are abolished. 
SEC. 1208. SAVINGS PROVISIONS. 
(a) OFFICE OF THRIFT SUPERVISION.— 
(1) EXISTING RIGHTS, DUTIES, AND OBLIGA-
TIONS NOT AFFECTED.—Sections 1204(a) and 1207 
shall not affect the validity of any right, duty, or ob-
ligation of the United States, the Director of the Of-
fice of Thrift Supervision, the Office of Thrift Su-
pervision, or any other person, that existed on the 
day before the transfer date. 
(2) CONTINUATION
OF
SUITS.—This subtitle 
shall not abate any action or proceeding commenced 
by or against the Director of the Office of Thrift Su-
pervision or the Office of Thrift Supervision before 
the transfer date, except that— 
(A) for any action or proceeding arising 
out of a function of the Director of the Office 
of Thrift Supervision transferred to the Comp-
troller of the Currency by this title, the Comp-
troller of the Currency or the Office of the 
Comptroller of the Currency shall be sub-
stituted for the Director of the Office of Thrift 
Supervision or the Office of Thrift Supervision, 
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as the case may be, as a party to the action or 
proceeding as of the transfer date; and 
(B) for any action or proceeding arising 
out of a function of the Director of the Office 
of Thrift Supervision transferred to the Cor-
poration by this title, the Chairman of the Cor-
poration shall be substituted for the Director of 
the Office of Thrift Supervision as a party to 
the action or proceeding as of the transfer date. 
(b) CONTINUATION OF EXISTING OTS ORDERS, RES-
OLUTIONS, DETERMINATIONS, AGREEMENTS, REGULA-
TIONS, ETC.—All orders, resolutions, determinations, 
agreements, and regulations, interpretative rules, other in-
terpretations, guidelines, procedures, and other advisory 
materials, that have been issued, made, prescribed, or al-
lowed to become effective by the Office of Thrift Super-
vision, or by a court of competent jurisdiction, in the per-
formance of functions that are transferred by this title and 
that are in effect on the day before the transfer date, shall 
continue in effect according to the terms of those orders, 
resolutions, determinations, agreements, and regulations, 
interpretative rules, other interpretations, guidelines, pro-
cedures, and other advisory materials, and shall be en-
forceable by or against— 
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138 
(1) the Office of the Comptroller of the Cur-
rency, in the case of a function of the Director of 
the Office of Thrift Supervision transferred to the 
Comptroller of the Currency, until modified, termi-
nated, set aside, or superseded in accordance with 
applicable law by the Office of the Comptroller of 
the Currency, by any court of competent jurisdic-
tion, or by operation of law; and 
(2) the Corporation, in the case of a function 
of the Director of the Office of Thrift Supervision 
transferred to the Corporation, until modified, termi-
nated, set aside, or superseded in accordance with 
applicable law by the Corporation, by any court of 
competent jurisdiction, or by operation of law. 
(c) CONTINUATION
OF EXISTING OTS ENFORCE-
MENT ACTIONS.—Any formal or informal enforcement ac-
tion taken by the Director of the Office of Thrift Super-
vision with respect to a savings and loan holding company, 
a subsidiary of a savings and loan holding company (other 
than a savings association) or an institution-affiliated 
party of a savings and loan holding company or such a 
subsidiary, that is in effect on the day before the date of 
the enactment of this title shall continue to be effective 
and enforceable against such company, subsidiary, or in-
stitution-affiliated party after such date as if— 
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(1) such savings and loan holding company, or 
the savings and loan holding company related to 
such subsidiary or institution-affiliated party, had 
been a bank holding company on the effective date 
of the final enforcement action; and 
(2) the action had been taken by the Board, un-
less otherwise terminated or modified by the Board. 
(d) IDENTIFICATION
OF
REGULATIONS
CONTIN-
UED.— 
(1) BY OFFICE OF THE COMPTROLLER OF THE 
CURRENCY.—Not later than the transfer date, the 
Comptroller of the Currency shall— 
(A) after consultation with the Chairperson 
of the Corporation, identify the regulations con-
tinued under subsection (b) that will be en-
forced by the Office of the Comptroller of the 
Currency; and 
(B) publish a list of such regulations in the 
Federal Register. 
(2) BY THE CORPORATION.—Not later than the 
transfer date, the Corporation shall— 
(A) after consultation with the Office of 
the Comptroller of the Currency, identify the 
regulations continued under subsection (b) that 
will be enforced by the Corporation; and 
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140 
(B) publish a list of such regulations in the 
Federal Register. 
(e) STATUS OF REGULATIONS PROPOSED OR NOT 
YET EFFECTIVE.— 
(1) PROPOSED
REGULATIONS.—Any proposed 
regulation of the Office of Thrift Supervision, which 
that agency, in performing functions transferred by 
this title, has proposed before the transfer date but 
has not published as a final regulation before that 
date, shall be deemed to be a proposed regulation of 
the Office of the Comptroller of the Currency, or the 
Corporation, as appropriate, according to its terms. 
(2) REGULATIONS NOT YET EFFECTIVE.—Any 
interim or final regulation of the Office of Thrift Su-
pervision, which that agency, in performing func-
tions transferred by this title, has published before 
the transfer date but which has not become effective 
before that date, shall become effective as a regula-
tion of the Office of the Comptroller of the Cur-
rency, or the Corporation, as appropriate, according 
to its terms. 
SEC. 1209. REGULATIONS AND ORDERS. 
In addition to any powers transferred to the Comp-
troller of the Currency by this title, the Comptroller of 
the Currency may prescribe such regulations and issue 
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141 
such orders as the Comptroller of the Currency determines 
to be appropriate to carry out this title and the powers 
and duties transferred to the Comptroller of the Currency 
by this title. 
SEC. 1210. COORDINATION OF TRANSITION ACTIVITIES. 
Before the transfer date, the Comptroller of the Cur-
rency shall— 
(1) consult and cooperate with the Office of 
Thrift Supervision to facilitate the orderly transfer 
of functions to the Comptroller of the Currency; 
(2) determine and redetermine, from time to 
time— 
(A) the amount of funds necessary to pay 
any expenses associated with the transfer of 
functions (including expenses for personnel, 
property, and administrative services) during 
the period beginning on the date of enactment 
of this title and ending on the transfer date; 
(B) what personnel are appropriate to fa-
cilitate the orderly transfer of functions by this 
title; and 
(C) what property and administrative serv-
ices are necessary to support the Office of the 
Comptroller of the Currency during the period 
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142 
beginning on the date of enactment of this title 
and ending on the transfer date; and 
(3) take such actions as may be necessary to 
provide for the orderly implementation of this title. 
SEC. 1211. INTERIM RESPONSIBILITIES OF OFFICE OF THE 
COMPTROLLER OF THE CURRENCY AND OF-
FICE OF THRIFT SUPERVISION. 
(a) IN GENERAL.—When requested by the Comp-
troller of the Currency to do so before the transfer date, 
the Office of Thrift Supervision shall— 
(1) pay to the Comptroller of the Currency, 
from funds obtained by the Office of Thrift Super-
vision through assessments, fees, or other charges 
that the Office of Thrift Supervision is authorized 
by law to impose, such amounts that the Comp-
troller of the Currency determines to be necessary 
under section 1210(2)(A); 
(2) detail to the Office of the Comptroller of the 
Currency such personnel as the Comptroller of the 
Currency determines to be appropriate under section 
1210(2)(B); and 
(3) make available to the Office of the Comp-
troller of the Currency such property and provide 
the Office of the Comptroller of the Currency such 
administrative services as the Comptroller of the 
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Currency determines to be necessary under section 
1210(2)(C). 
(b) NOTICE REQUIRED.—The Comptroller of the 
Currency shall give the Office of Thrift Supervision rea-
sonable prior notice of any request that the Office of the 
Comptroller of the Currency intends to make under sub-
section (a). 
SEC. 1212. EMPLOYEES TRANSFERRED. 
(a) IN GENERAL.— 
(1) OTS EMPLOYEES.— 
(A) IN
GENERAL.—All employees of the 
Office of Thrift Supervision shall be transferred 
to either the Comptroller of the Currency or the 
Corporation for employment. 
(B) ALLOCATING EMPLOYEES FOR TRANS-
FER TO RECEIVING AGENCIES.—The Director of 
the Office of Thrift Supervision, the Comp-
troller of the Currency, and the Chairperson of 
the Corporation shall— 
(i) jointly determine the number of 
employees of the Office of Thrift Super-
vision necessary to perform or support— 
(I) the functions of the Office of 
Thrift Supervision that are trans-
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ferred to the Office of the Comptroller 
of the Currency by this title; and 
(II) the functions of the Office of 
Thrift Supervision that are trans-
ferred to the Corporation by this title; 
(ii) consistent with the numbers deter-
mined under clause (ii), jointly identify 
employees of the Office of Thrift Super-
vision for transfer to the Office of the 
Comptroller of the Currency or the Cor-
poration in a manner that the Director of 
the Office of Thrift Supervision, the Comp-
troller of the Currency, and the Chair-
person of the Corporation, in their discre-
tion, deem equitable. 
(2) TRANSFER
OF
EMPLOYEES
PERFORMING 
CONSUMER
FINANCIAL
PROTECTION
FUNCTIONS.— 
Nothing in paragraph (1) shall affect the transfer of 
employees performing or supporting consumer finan-
cial protection functions of the Comptroller of the 
Currency and the Director of the Office of Thrift 
Supervision to the Consumer Financial Protection 
Agency as provided in the Consumer Financial Pro-
tection Agency Act of 2009. 
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(3) APPOINTMENT AUTHORITY FOR EXCEPTED 
SERVICE TRANSFERRED.— 
(A) IN GENERAL.—In the case of employ-
ees occupying positions in the excepted service, 
any appointment authority established pursuant 
to law or regulations of the Office of Personnel 
Management for filling such positions shall be 
transferred, subject to subparagraph (B). 
(B) DECLINING TRANSFERS ALLOWED.— 
The Office of the Comptroller of the Currency 
and the Corporation may decline to accept a 
transfer of authority under subparagraph (A) 
(and the employees appointed pursuant thereto) 
to the extent that such authority relates to posi-
tions excepted from the competitive service be-
cause of their confidential, policy-making, pol-
icy-determining, or policy-advocating character. 
(b) TIMING OF TRANSFERS AND POSITION ASSIGN-
MENTS.—Each employee to be transferred under this sec-
tion shall— 
(1) be transferred not later than 90 days after 
the transfer date; and 
(2) receive notice of his or her position assign-
ment not later than 120 days after the effective date 
of his or her transfer. 
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(c) TRANSFER OF FUNCTION.— 
(1) IN GENERAL.—Notwithstanding any other 
provision of law, the transfer of employees shall be 
deemed a transfer of functions for the purpose of 
section 3503 of title 5, United States Code. 
(2) PRIORITY OF THIS SUBTITLE.—If any pro-
vision of this subtitle conflicts with any protection 
provided to transferred employees under section 
3503 of title 5, United States Code, the provisions 
of this subtitle shall control. 
(d) EMPLOYEES’ STATUS
AND ELIGIBILITY.—The 
transfer of functions and employees under this title, and 
the abolition of the Office of Thrift Supervision, shall not 
affect the status of the transferred employees as employ-
ees of an agency of the United States under any provision 
of law. 
(e) EQUAL STATUS AND TENURE POSITIONS.—Each 
employee transferred from the Office of Thrift Supervision 
shall be placed in a position at either the Office of the 
Comptroller of the Currency or the Corporation with the 
same status and tenure as he or she held on the day before 
the transfer date. 
(f) NO
ADDITIONAL
CERTIFICATION
REQUIRE-
MENTS.—Examiners transferred to the Office of the 
Comptroller of the Currency or the Corporation shall not 
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be subject to any additional certification requirements be-
fore being placed in a comparable examiner’s position at 
the Office of the Comptroller of the Currency or the Cor-
poration examining the same types of institutions as they 
examined before they were transferred. 
(g) PERSONNEL ACTIONS LIMITED.— 
(1) 3-YEAR PROTECTION.— 
(A) IN GENERAL.—Except as provided in 
paragraph (2), each affected employee shall not, 
during the 3-year period beginning on the 
transfer date, be involuntarily separated, or in-
voluntarily reassigned outside his or her locality 
pay area as defined by the Office of Personnel 
Management. 
(B) AFFECTED
EMPLOYEES.—For pur-
poses of this paragraph, the term ‘‘affected em-
ployee’’ means— 
(i) an employee transferred from the 
Office of Thrift Supervision holding a per-
manent position on the day before the 
transfer date; 
(ii) an employee of the Office of the 
Comptroller of the Currency holding a per-
manent position on the day before the 
transfer date; and 
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(iii) an employee of the Corporation 
holding a permanent position on the day 
before the transfer date. 
(2) EXCEPTIONS.—Paragraph (1) does not 
limit the right of the Office of the Comptroller of the 
Currency or the Corporation to— 
(A) separate an employee for cause or for 
unacceptable performance; or 
(B) terminate an appointment to a position 
excepted from the competitive service because of 
its 
confidential 
policy-making, 
policy-deter-
mining, or policy-advocating character. 
(h) PAY.— 
(1) 1-YEAR PROTECTION.—Except as provided 
in paragraph (2), each employee transferred from 
the Office of Thrift Supervision shall, during the 1- 
year period beginning on the transfer date, receive 
pay at a rate not less than the basic rate of pay (in-
cluding any geographic differential) that the em-
ployee received during the 1-year period immediately 
before the transfer. 
(2) EXCEPTIONS.—Paragraph (1) does not 
limit the right of the Office of the Comptroller of the 
Currency or the Corporation to reduce a transferred 
employee’s rate of basic pay— 
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(A) for cause; 
(B) for unacceptable performance; or 
(C) with the employee’s consent. 
(3) PROTECTION
ONLY
WHILE
EMPLOYED.— 
Paragraph (1) applies to a transferred employee 
only while that employee remains employed by the 
Office of the Comptroller of the Currency or the 
Corporation. 
(4) PAY
INCREASES
PERMITTED.—Paragraph 
(1) does not limit the authority of the Office of the 
Comptroller of the Currency or the Corporation to 
increase a transferred employee’s pay. 
(i) BENEFITS.— 
(1) RETIREMENT BENEFITS FOR TRANSFERRED 
EMPLOYEES.— 
(A) IN GENERAL.— 
(i) CONTINUATION OF EXISTING RE-
TIREMENT
PLAN.—Each employee trans-
ferred from the Office of Thrift Super-
vision may remain enrolled in his or her 
existing retirement plan or plans as long as 
he or she remains employed by the Office 
of the Comptroller of the Currency or the 
Corporation. 
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(ii) EMPLOYER’S
CONTRIBUTION.— 
The Office of the Comptroller of the Cur-
rency or the Corporation shall pay any em-
ployer contributions to the existing retire-
ment plan of each employee transferred 
from the Office of Thrift Supervision as 
required under that plan. 
(B) DEFINITION.—For purposes of this 
paragraph, the term ‘‘existing retirement plan’’ 
means, with respect to any employee trans-
ferred under this section, the particular retire-
ment plan (including the Financial Institutions 
Retirement Fund) and any associated thrift 
savings plan of the agency from which the em-
ployee was transferred, which the employee was 
enrolled in on the day before the transfer date. 
(2) BENEFITS OTHER THAN RETIREMENT BEN-
EFITS.— 
(A) DURING 1ST YEAR.— 
(i) EXISTING
PLANS
CONTINUE.— 
Each transferred employee may, for 1 year 
after the transfer date, retain membership 
in any other employee benefit program of 
the Office of Thrift Supervision, including 
a dental, vision, long term care, or life in-
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surance program, to which the employee 
belonged on the day before the transfer 
date. 
(ii) EMPLOYER’S
CONTRIBUTION.— 
The Office of the Comptroller of the Cur-
rency or the Corporation shall pay any em-
ployer cost in continuing to extend cov-
erage in the benefit program to the em-
ployee as required under that program or 
negotiated agreements. 
(B) DENTAL, VISION, OR LIFE INSURANCE 
AFTER 1ST YEAR.—If, after the 1-year period 
beginning on the transfer date, the Office of the 
Comptroller of the Currency or the Corporation 
decides not to continue participation in any 
dental, vision, or life insurance program of the 
Office of Thrift Supervision, an employee trans-
ferred from the Office of Thrift Supervision 
pursuant to this title who is a member of such 
a program may, before the decision of the Of-
fice of the Comptroller of the Currency or the 
Corporation takes effect, elect to enroll, without 
regard to any regularly scheduled open season, 
in— 
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(i) the enhanced dental benefits pro-
gram established by chapter 89A of title 5, 
United States Code; 
(ii) the enhanced vision benefits estab-
lished by chapter 89B of title 5, United 
States Code; and 
(iii) the Federal Employees Group 
Life Insurance Program established by 
chapter 87 of title 5, United States Code, 
without regard to any requirement of in-
surability. 
(C) LONG TERM CARE INSURANCE AFTER 
1ST YEAR.—If, after the 1-year period begin-
ning on the transfer date, the Office of the 
Comptroller of the Currency or the Corporation 
decides not to continue participation in any 
long term care insurance program of the Office 
of Thrift Supervision, an employee transferred 
from the Office of Thrift Supervision pursuant 
to this title who is a member of such a program 
may, before the decision of the Office of the 
Comptroller of the Currency or the Corporation 
takes effect, elect to apply for coverage under 
the Federal Long Term Care Insurance Pro-
gram established by chapter 90 of title 5, 
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United States Code, under the underwriting re-
quirements applicable to a new active workforce 
member (as defined in Part 875, title 5, Code 
of Federal Regulations). 
(D) EMPLOYEE’S CONTRIBUTION.— 
(i) IN
GENERAL.—Subject to clause 
(ii), an individual enrolled in the Federal 
Employees Health Benefits program under 
this subparagraph shall pay any employee 
contribution required by the plan. 
(ii) COST
DIFFERENTIAL.—The dif-
ference in costs between the benefits that 
the Office of Thrift Supervision is pro-
viding on the date of enactment of this 
title and the benefits provided by this sec-
tion shall be paid by the Comptroller of the 
Currency or the Corporation. 
(iii) FUNDS
TRANSFER.—The Office 
of the Comptroller of the Currency or the 
Corporation shall transfer to the Federal 
Employees Health Benefits Fund estab-
lished under section 8909 of title 5, United 
States Code, an amount determined by the 
Director of the Office of Personnel Man-
agement, after consultation with the Office 
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of the Comptroller of the Currency or the 
Corporation and the Office of Management 
and Budget, to be necessary to reimburse 
the Fund for the cost to the Fund of pro-
viding benefits under this subparagraph 
not otherwise paid for by the employee 
under clause (i). 
(E) SPECIAL PROVISIONS TO ENSURE CON-
TINUATION OF LIFE INSURANCE BENEFITS.— 
(i) IN GENERAL.—An annuitant (as 
defined in section 8901(3) of title 5, 
United States Code) who is enrolled in a 
life insurance plan administered by the Of-
fice of Thrift Supervision on the day before 
the transfer date shall be eligible for cov-
erage by a life insurance plan under sec-
tions 8706(b), 8714a, 8714b, and 8714c of 
title 5, United States Code, or in a life in-
surance plan established by the Office of 
the Comptroller of the Currency or the 
Corporation, without regard to any regu-
larly scheduled open season and require-
ment of insurability. 
(ii) EMPLOYEE’S CONTRIBUTION.— 
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(I) IN
GENERAL.—Subject to 
subclause (II), an individual enrolled 
in a life insurance plan under this 
clause shall pay any employee con-
tribution required by the plan. 
(II) COST
DIFFERENTIAL.—The 
difference in costs between the bene-
fits that the Office of Thrift Super-
vision is providing on the date of en-
actment of this title and the benefits 
provided by this section shall be paid 
by the Comptroller of the Currency or 
the Corporation. 
(III) FUNDS
TRANSFER.—The 
Office of the Comptroller of the Cur-
rency or the Corporation shall trans-
fer to the Employees’ Life Insurance 
Fund established under section 8714 
of title 5, United States Code, an 
amount determined by the Director of 
the Office of Personnel Management, 
after consultation with the Office of 
the Comptroller of the Currency or 
the Corporation and the Office of 
Management and Budget, to be nec-
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essary to reimburse the Fund for the 
cost to the Fund of providing benefits 
under this subparagraph not other-
wise paid for by the employee under 
subclause (I). 
(IV) CREDIT
FOR
TIME
EN-
ROLLED IN OTHER PLANS.—For em-
ployees transferred under this section, 
enrollment in a life insurance plan ad-
ministered by the Office of the Comp-
troller of the Currency, the Office of 
Thrift Supervision, or the Corporation 
immediately before enrollment in a life 
insurance plan under chapter 87 of 
title 5, United States Code, shall be 
considered as enrollment in a life in-
surance plan under that chapter for 
purposes of section 8706(b)(1)(A) of 
title 5, United States Code. 
(j) EQUITABLE TREATMENT.—In administering the 
provisions of this section, the Office of the Comptroller 
of the Currency and the Corporation— 
(1) shall take no action that would unfairly dis-
advantage transferred employees relative to other 
employees of the Office of the Comptroller of the 
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Currency or the Corporation based on their prior 
employment by the Office of Thrift Supervision; 
(2) may take such action as is appropriate in 
individual cases so that employees transferred under 
this section receive equitable treatment, with respect 
to those employees’ status, tenure, pay, benefits 
(other than benefits under programs administered by 
the Office of Personnel Management), and accrued 
leave or vacation time, for prior periods of service 
with any Federal agency; 
(3) shall, jointly with the Director of the Office 
of Thrift Supervision, develop and adopt procedures 
and safeguards designed to ensure that the require-
ments of this subsection are met; and 
(4) shall conduct a study detailing the position 
assignments of all employees transferred pursuant to 
subsection (a), describing the procedures and safe-
guards adopted pursuant to paragraph (3), and 
demonstrating that the requirements of this sub-
section have been met; and shall, not later than 365 
days after the transfer date, submit a copy of such 
study to Congress. 
SEC. 1213. PROPERTY TRANSFERRED. 
(a) IN GENERAL.—Not later than 90 days after the 
transfer date, all property of the Office of Thrift Super-
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vision shall be transferred to the Office of the Comptroller 
of the Currency or the Corporation, allocated in a manner 
consistent with section 1212(a). 
(b) CONTRACTS RELATED
TO PROPERTY TRANS-
FERRED.—All contracts, agreements, leases, licenses, per-
mits, and similar arrangements relating to property trans-
ferred to the Office of the Comptroller of the Currency 
or the Corporation by this section shall be transferred to 
the Office of the Comptroller of the Currency or the Cor-
poration together with that property. 
(c) PRESERVATION OF PROPERTY.—Property identi-
fied for transfer under this section shall not be altered, 
destroyed, or deleted before transfer under this section. 
(d) PROPERTY DEFINED.—For purposes of this sec-
tion, the term ‘‘property’’ includes all real property (in-
cluding leaseholds) and all personal property (including 
computers, furniture, fixtures, equipment, books, ac-
counts, records, reports, files, memoranda, paper, reports 
of examination, work papers and correspondence related 
to such reports, and any other information or materials). 
SEC. 1214. FUNDS TRANSFERRED. 
Except to the extent needed to dispose of affairs 
under section 1215, all funds that, on the day before the 
transfer date, are available to the Director of the Office 
of Thrift Supervision to pay the expenses of the Office 
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of Thrift Supervision shall be transferred to the Office of 
the Comptroller of the Currency or the Corporation, allo-
cated in a manner consistent with section 1212(a), on the 
transfer date. 
SEC. 1215. DISPOSITION OF AFFAIRS. 
(a) IN GENERAL.—During the 90-day period begin-
ning on the transfer date, the Director of the Office of 
Thrift Supervision— 
(1) shall, solely for the purpose of winding up 
the affairs of the agency related to any function 
transferred to the Office of the Comptroller of the 
Currency or the Corporation by this subtitle— 
(A) manage any employees of the Office of 
Thrift Supervision and provide for the payment 
of the compensation and benefits of any such 
employees that accrue before the transfer date; 
and 
(B) manage any property of the Office of 
Thrift Supervision until the property is trans-
ferred under section 1213; and 
(2) may take any other action necessary to 
wind up the affairs of the Office of Thrift Super-
vision relating to the transferred functions. 
(b) AUTHORITY AND STATUS OF DIRECTOR.— 
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(1) IN GENERAL.—Notwithstanding the trans-
fers of functions under this subtitle, the Director of 
the Office of Thrift Supervision shall, during the 90- 
day period beginning on the transfer date, retain 
and may exercise any authority vested in the Direc-
tor on the day before the transfer date that is nec-
essary to carry out the requirements of this subtitle 
during that period. 
(2) OTHER
PROVISIONS.—For purposes of 
paragraph (1), the Director of the Office of Thrift 
Supervision shall, during the 90-day period begin-
ning on the transfer date, continue to be— 
(A) treated as an officer of the United 
States; and 
(B) entitled to receive compensation at the 
same annual rate of basic pay that he or she 
was receiving on the day before the transfer 
date. 
SEC. 1216. CONTINUATION OF SERVICES. 
Any agency, department, or other instrumentality of 
the United States, and any successor to any such agency, 
department, or instrumentality, that was, before the trans-
fer date, providing support services to the Office of Thrift 
Supervision in connection with functions to be transferred 
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to the Office of the Comptroller of the Currency or the 
Corporation, shall— 
(1) continue to provide those services, subject to 
reimbursement, until the transfer of those functions 
is complete; and 
(2) consult with any such agency to coordinate 
and facilitate a prompt and orderly transition. 
SEC. 1217. CONTRACTING AND LEASING AUTHORITY. 
In addition to any powers transferred to the Comp-
troller of the Currency by this subtitle, the Comptroller 
of the Currency may— 
(1) enter into and perform contracts, execute 
instruments, and acquire in any lawful manner such 
goods and services, or real or personal property, or 
interest in property, as the Comptroller of the Cur-
rency determines to be necessary or convenient to 
carry out the duties and responsibilities of the 
Comptroller of the Currency; and 
(2) hold, maintain, sell, lease, or otherwise dis-
pose of any real or personal property or interest in 
property without regard to title 40, United States 
Code, title III of the Federal Properties and Admin-
istrative Services Act of 1949 (41 U.S.C. 251 et 
seq.), and other Federal laws of a similar type gov-
erning the procurement of goods and services or the 
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acquisition or disposition of any property or interest 
in property by Federal agencies. 
SEC. 1218. TREATMENT OF SAVINGS AND LOAN HOLDING 
COMPANIES. 
Section 10 of the Home Owners’ Loan Act (12 U.S.C. 
1467a) is amended as follows: 
(1) In subsection (m)— 
(A) in paragraph (2), by striking ‘‘Direc-
tor’’ and inserting ‘‘Comptroller’’; 
(B) in paragraph (2), by striking ‘‘Director 
may grant’’ and inserting ‘‘Comptroller of the 
Currency may grant’’; 
(C) in paragraph (2), by striking ‘‘the Di-
rector deems’’ and inserting ‘‘the Comptroller 
deems’’; 
(D) in paragraph (2)(A), by striking ‘‘Di-
rector’’ and inserting ‘‘Comptroller’’; 
(E) in paragraph (2)(B), by striking ‘‘Di-
rector’’ and inserting ‘‘Comptroller’’; 
(F) in paragraph (2)(B)(iii), by striking 
‘‘Director’’ and inserting ‘‘Comptroller’’; 
(G) by striking subparagraph (A) of para-
graph (3) and inserting the following new sub-
paragraph: 
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‘‘(A) IN GENERAL.—A savings association 
that fails to become or remain a qualified thrift 
lender shall— 
‘‘(i) immediately be subject to the re-
strictions in subparagraph (B); and 
‘‘(ii) become one or more banks (other 
than a savings bank) within one year after 
the date on which the savings association 
should have become or ceases to be a quali-
fied thrift lender, except as provided in 
subparagraph (C)(i).’’; 
(H) by striking subclause (III) of para-
graph (3)(B)(i) and inserting the following new 
subclause: 
‘‘(III) DIVIDENDS.—The savings 
association shall be prohibited from 
paying dividends except for such divi-
dends— 
‘‘(aa) as would be permis-
sible for a national bank; 
‘‘(bb) that are necessary to 
meet obligations of a company 
that controls such savings asso-
ciation; and 
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‘‘(cc) that are specifically 
approved by the Comptroller and 
the Board of Governors after 
prior written request of at least 
30 days to the Comptroller and 
the Board of Governors.’’; 
(I) by striking clause (ii) of paragraph 
(3)(B); 
(J) by striking subparagraphs (C) and (D) 
of paragraph (3) and inserting the following 
new subparagraphs: 
‘‘(C) REGULATORY
AUTHORITY.—A sav-
ings association that fails to become or remain 
a qualified thrift lender shall be deemed to have 
violated section 5 of the Home Owners’ Loan 
Act and subject to actions authorized by section 
5(d) of the Home Owners’ Loan Act. 
‘‘(D) REQUALIFICATIONS.— 
‘‘(i) A savings association that should 
have become or ceases to be a qualified 
thrift lender shall not be subject to sub-
paragraph (A)(ii) if the savings association 
becomes a qualified thrift lender by meet-
ing the qualified thrift lender requirement 
in paragraph (1) on a monthly average 
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basis in 9 out of the preceding 12 months 
and remains a qualified thrift lender. 
‘‘(ii) If the savings association re-
ferred to in clause (i) (or any savings asso-
ciation that acquired all or substantially all 
of its assets from that savings association) 
at any time thereafter ceases to be a quali-
fied thrift lender it shall immediately be 
subject to subparagraph (A)(ii) as if the 
one-year time period provided for in sub-
paragraph (A)(ii) already has expired, and 
as if the exception in clause (i) was not ap-
plicable or available to such savings asso-
ciation.’’; 
(K) in paragraph (4)(D) by striking ‘‘Di-
rector’’ and inserting ‘‘Comptroller’’; 
(L) in paragraph (4)(E) by striking ‘‘Di-
rector’’ and inserting ‘‘Comptroller’’; and 
(M) in paragraph (7)(B) by striking ‘‘Di-
rector’’ and inserting ‘‘Comptroller’’. 
(2) In subsection (o)— 
(A) in paragraph (3) in the heading by 
striking ‘‘DIRECTOR’’ and inserting ‘‘BOARD’’; 
(B) in paragraph (3)(A) by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; 
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166 
(C) in paragraph (3)(B) by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; 
(D) in paragraph (3)(C) by striking ‘‘Di-
rector’’ and inserting ‘‘Board’’; 
(E) in paragraph (3)(D) by striking ‘‘Di-
rector’’ and inserting ‘‘Comptroller’’; 
(F) in paragraph (5)(E), by striking ‘‘ac-
tivities described in subsection (c)(2) or 
(c)(9)(A)(ii)’’ and inserting ‘‘activities otherwise 
permissible for the company pursuant to, and in 
accordance with, section 4 of the Bank Holding 
Company Act of 1956’’; 
(G) in paragraph (7) by striking ‘‘char-
tered by the Director’’ and inserting ‘‘chartered 
by the Comptroller’’; and 
(H) in paragraph (7) by striking ‘‘regula-
tions as the Director may’’ and inserting ‘‘regu-
lations as the Board may’’. 
SEC. 1219. PRACTICES OF CERTAIN MUTUAL THRIFT HOLD-
ING COMPANIES PRESERVED. 
(a) TREATMENT OF DIVIDENDS BY CERTAIN MU-
TUAL HOLDING COMPANIES.—Section 3(g) of the Bank 
Holding Company Act of 1956 (12 U.S. C. 1842(g)) is 
amended by adding at the end the following new para-
graphs: 
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167 
‘‘(3) DECLARATION
OF
DIVIDENDS.—Every 
subsidiary savings association of a mutual holding 
company shall give the Board not less than 30 days 
advance notice of the proposed declaration by its di-
rectors of any dividend on its guaranty, permanent, 
or other nonwithdrawable stock. Such notice period 
shall commence to run from the date of receipt of 
such notice by the Board. Any such dividend de-
clared within such period, or without the giving of 
such notice to the Board, shall be invalid and shall 
confer no rights or benefits upon the holder of any 
such stock. 
‘‘(4) WAIVER
OF
DIVIDENDS.—Any mutual 
thrift holding company organized under section 
10(b) of the Home Owners’ Loan Act shall be per-
mitted to waive such company’s right to receive any 
dividend declared by a subsidiary, if— 
‘‘(A) no insider of the mutual holding com-
pany, associate of an insider, or tax-qualified or 
non-tax-qualified employee stock benefit plan of 
the mutual holding company holds any share of 
the stock in the class of stock to which the 
waiver would apply; or 
‘‘(B) the mutual holding company provides 
the Board with written notice of its intent to 
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waive its right to receive dividends 30 days 
prior to the proposed date of payment of the 
dividend and the Board does not object. 
‘‘(5) STANDARDS FOR WAIVER OF DIVIDEND.— 
The Board shall not object to a notice of intent to 
waive dividends under paragraph (4) if— 
‘‘(A) the waiver would not be detrimental 
to the safe and sound operation of the savings 
association; and 
‘‘(B) the board of directors of the mutual 
holding company expressly determines that a 
waiver of the dividend by the mutual holding 
company is consistent with the directors’ fidu-
ciary duties to the mutual members of such 
company. 
‘‘(6) RESOLUTION INCLUDED IN WAIVER NO-
TICE.—A dividend waiver notice shall include a copy 
of the resolution of the board of directors of the mu-
tual holding company, in form and substance satis-
factory to the Board, together with any supporting 
materials relied upon by the board of directors, con-
cluding that the proposed dividend waiver is con-
sistent with the board of director’s fiduciary duties 
to the mutual members of the mutual holding com-
pany. 
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‘‘(7) VALUATION.—The Board will not consider 
waived dividends in determining an appropriate ex-
change ratio in the event of a full conversion to 
stock form.’’. 
SEC. 1220. IMPLEMENTATION PLAN AND REPORTS. 
(a) PLAN SUBMISSION.—Within 90 days of the enact-
ment of the Financial Stability Improvement Act of 2009, 
the Secretary and the Corporation, in consultation with 
the Office of the Comptroller of the Currency and the Of-
fice of Thrift Supervision, shall jointly submit a plan to 
the Congress and the Inspectors General of the Depart-
ment of the Treasury and of the Corporation detailing the 
steps the Secretary, the Corporation, the Office of the 
Comptroller of the Currency, and the Office of Thrift Su-
pervision will take to implement the provisions of sections 
1201 through 1216, and the provisions of the amendments 
made by such sections. 
(b) INSPECTORS GENERAL REVIEW OF THE PLAN.— 
Within 60 days of the date on which the Congress receives 
the plan required under subsection (a), the Inspectors 
General of the Department of the Treasury and of the 
Corporation shall jointly provide a written report to the 
Secretary and the Corporation and shall submit a copy 
to the Congress detailing whether the plan conforms with 
the intent of the provisions of sections 1201 through 1216, 
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and the provisions of the amendments made by such sec-
tions, including— 
(1) whether the plan sufficiently takes into con-
sideration the orderly transfer of personnel; 
(2) whether the plan describes procedures and 
safeguards to ensure that the Office of Thrift Super-
vision employees are not unfairly disadvantaged rel-
ative to employees of the Office of the Comptroller 
of the Currency and the Corporation; 
(3) whether the plan sufficiently takes into con-
sideration the orderly transfer of authority and re-
sponsibilities; 
(4) whether the plan sufficiently takes into con-
sideration the effective transfer of funds; 
(5) whether the plan sufficiently takes in con-
sideration the orderly transfer of property; and 
(6) any additional recommendations for an or-
derly and effective process. 
(c) IMPLEMENTATION REPORTS.—Not later than 6 
months after the date on which the Congress receives the 
report required under subsection (b), and every 6 months 
thereafter until all aspects of the plan have been imple-
mented, the Inspectors General of the Department of the 
Treasury and the Corporation shall jointly provide a writ-
ten report on the status of the implementation of the plan 
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to the Secretary and the Corporation and shall submit a 
copy to the Congress. 
SEC. 1221. COMPOSITION OF BOARD OF DIRECTORS OF THE 
FEDERAL DEPOSIT INSURANCE CORPORA-
TION. 
Section 2 of the Federal Deposit Insurance Act (12 
U.S.C. 1812) is amended— 
(1) in subsection (a)(1)— 
(A) in subparagraph (B), by striking ‘‘Di-
rector of the Office of Thrift Supervision’’ and 
inserting ‘‘Chairman of the Board of Governors 
of the Federal Reserve System, or such other 
member of the Board of Governors as the 
Chairman of the Board of Governors shall des-
ignate’’; 
(2) by amending subsection (d)(2) to read as 
follows: 
‘‘(2) ACTING OFFICIALS MAY SERVE.—In the 
event of a vacancy in the office of the Comptroller 
of the Currency and pending the appointment of a 
successor, or during the absence or disability of the 
Comptroller of the Currency, the acting Comptroller 
of the Currency shall be a member of the Board of 
Directors in the place of the Comptroller of the Cur-
rency.’’; and 
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(3) in subsection (f)(2), by striking ‘‘or of the 
Office of Thrift Supervision’’. 
SEC. 1222. AMENDMENTS TO SECTION 3. 
Section 3 of the Federal Deposit Insurance Act (12 
U.S.C. 1813) is amended— 
(1) in subsection (b)(1)(C) (relating to the defi-
nition of the term ‘‘savings association’’), by striking 
‘‘Director of the Office of Thrift Supervision’’ and 
inserting ‘‘Comptroller of the Currency’’; 
(2) in subsection (l)(5) (relating to the defini-
tion of the term ‘‘deposit’’), in the introductory text, 
by striking ‘‘Director of the Office of Thrift Super-
vision,’’; and 
(3) in subsection (z) (relating to the definition 
of the term ‘‘Federal banking agency’’), by striking 
‘‘the Director of the Office of Thrift Supervision,’’. 
SEC. 1223. AMENDMENTS TO SECTION 7. 
Section 7(a) of the Federal Deposit Insurance Act 
(12 U.S.C. 1817) is amended— 
(1) in paragraph (2)(A)— 
(A) in the first sentence, by striking ‘‘the 
Director of the Office of Thrift Supervision’’; 
(B) in the second sentence, by striking 
‘‘the Director of the Office of Thrift Super-
vision,’’; 
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(2) in paragraph (3), in the first sentence, by 
striking ‘‘, the Comptroller of the Currency, the 
Chairman of the Board of Governors of the Federal 
Reserve System, and the Director of the Office of 
Thrift Supervision’’ and inserting ‘‘Comptroller of 
the Currency and the Chairman of the Board of 
Governors of the Federal Reserve System’’; and 
(3) in paragraph (7), by striking ‘‘, the Director 
of the Office of Thrift Supervision,’’. 
SEC. 1224. AMENDMENTS TO SECTION 8. 
Section 8 of the Federal Deposit Insurance Act (12 
U.S.C. 1818) is amended— 
(1) in subsection (a)(8)(B)(ii), in the last sen-
tence— 
(A) by striking ‘‘Director of the Office of 
Thrift Supervision’’ each place it appears and 
inserting ‘‘Comptroller of the Currency’’; and 
(B) by inserting ‘‘the Office of Thrift Su-
pervision, as a successor to’’ after ‘‘as a suc-
cessor to’’; 
(2) in subsection (o), by striking ‘‘Director of 
the Office of Thrift Supervision’’ and inserting 
‘‘Comptroller of the Currency’’; and 
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(3) in subsection (w)(3)(A), by striking ‘‘Office 
of Thrift Supervision’’ and inserting ‘‘Office of the 
Comptroller of the Currency’’. 
SEC. 1225. AMENDMENTS TO SECTION 11. 
Section 11 of the Federal Deposit Insurance Act (12 
U.S.C. 1821) is amended— 
(1) in subsection (c)(6)— 
(A) in the heading, by striking ‘‘DIRECTOR 
OF THE OFFICE OF THRIFT SUPERVISION’’ and 
inserting ‘‘COMPTROLLER OF THE CURRENCY’’; 
(B) in subparagraph (A), by striking ‘‘Di-
rector of the Office of Thrift Supervision’’ and 
inserting ‘‘Comptroller of the Currency’’; 
(C) in subparagraph (B), by striking ‘‘Di-
rector of the Office of Thrift Supervision’’ and 
inserting ‘‘Comptroller of the Currency’’; 
(2) in subsection (d)— 
(A) in paragraph (17)(A)— 
(i) by striking ‘‘, or the Director of 
the Office of Thrift Supervision’’; and 
(ii) by striking ‘‘appropriate’’; and 
(B) in paragraph (18)(B), by striking ‘‘or 
the Director of the Office of Thrift Super-
vision’’; and 
(3) in subsection (n)— 
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(A) in paragraph (1)(A), by striking ‘‘the 
Director of the Office of Thrift Supervision, 
with respect to 1 or more insured’’ 
(B) in paragraph (2)(A), by striking ‘‘the 
Director of the Office of Thrift Supervision’’; 
(C) in paragraph (4)(D), by striking ‘‘and 
the Director of the Office of Thrift Supervision, 
as appropriate,’’; 
(D) in paragraph (4)(G), by striking ‘‘and 
the Director of the Office of Thrift Supervision, 
as appropriate,’’; and 
(E) in paragraph (12)(B), by striking ‘‘or 
the Director of the Office of Thrift Supervision, 
as appropriate,’’. 
SEC. 1226. AMENDMENTS TO SECTION 13. 
Section 13(k)(1)(A)(iv) of the Federal Deposit Insur-
ance Act (12 U.S.C. 1823(k)(1)(A)(iv)) is amended by 
striking ‘‘Director of the Office of Thrift Supervision’’ and 
inserting ‘‘Comptroller of the Currency’’. 
SEC. 1227. AMENDMENTS TO SECTION 18. 
Section 18 of the Federal Deposit Insurance Act (12 
U.S.C. 1828) is amended— 
(1) in subsection (c)(2)— 
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