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under section 113(h)(1) or the expiration of the
contract, the cross-guarantee syndicate may
seek the appointment of a conservator to serve
until the syndicate can assume control under
subsection (a) and a court may appoint such a
conservator, but the court may appoint a con-
servator only if the remedies under paragraph
(1) are not adequate to protect the interests of
the cross-guarantee syndicate.
(B) COURT SHALL APPOINT A CONSERVA-
TOR FROM A LIST SUBMITTED BY CGRC.—The
court shall appoint a conservator under sub-
paragraph (A) only from a list supplied by the
Corporation to the court of 5 disinterested per-
sons who are qualified and willing to serve as
the conservator in the case, and no such person
may be a regulatory agency or an employee of
a regulatory agency.
(C) POWERS OF CONSERVATOR.—
(i) IN
GENERAL.—The conservator’s
duties under this paragraph shall be lim-
ited to monitoring compliance by the guar-
anteed company with the court’s orders
and the cross-guarantee contract and mak-
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ing reports to the court, as necessary, to
ensure such compliance.
(ii) NO
POWER
TO
OPERATE
COM-
PANY.—The conservator shall have no
power to operate the guaranteed company.
(D) GUARANTEED
COMPANY
CAN
STILL
OBTAIN A SUCCESSOR CONTRACT.—
(i) IN GENERAL.—The appointment of
a conservator under this paragraph shall
not prevent a guaranteed company from
obtaining a successor cross-guarantee con-
tract.
(ii) DISCHARGE OF CONSERVATOR.—
If a guaranteed company obtains a succes-
sor cross-guarantee contract, the conserva-
tor appointed under this contract shall be
discharged when the successor contract has
become effective according to the successor
contract’s terms.
(3) EXPEDITED
RELIEF.—The United States
district court with jurisdiction over the cross-guaran-
tee contract shall provide the relief under para-
graphs (1) and (2) on an expedited basis.
(d) POWERS AND DUTIES OF A CROSS-GUARANTEE
SYNDICATE AFTER ASSUMPTION OF CONTROL.—
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(1) GENERAL POWERS.—
(A) OPERATE
THE
COMPANY.—A cross-
guarantee syndicate which assumes control of a
guaranteed company under subsection (a) shall
have and may exercise all the powers of the
members or shareholders, the directors, and the
officers of the company and shall be entitled
to—
(i) conduct all business of the guaran-
teed company;
(ii) take over the books, records, and
assets of the guaranteed company;
(iii) collect all obligations and money
due the company;
(iv) perform in the name of the com-
pany all functions of the company consist-
ent with the appointment of the syndicate
as the successor to the managers and di-
rectors of the company and the duties of
the syndicate with respect to the company;
and
(v) preserve and conserve the assets
and property of such company.
(B) 
DISPOSITION
OF
COMPANY.—The
cross-guarantee syndicate which assumes con-
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trol of a guaranteed company under subsection
(a) may—
(i) merge or consolidate the guaran-
teed company with another guaranteed
company;
(ii) sell or otherwise dispose of the
company; or
(iii) place the company in liquidation
and proceed to realize upon the assets of
the company.
(2) DUTIES.—
(A) PAYMENT OF OBLIGATIONS.—
(i) IN GENERAL.—If a cross-guaran-
tee syndicate assumes control of a guaran-
teed company, the guaranteed company re-
mains liable for all of the company’s obli-
gations without regard to such assumption
of control.
(ii) ASSUMPTION OF CONTROL DOES
NOT
MAKE
SYNDICATE
LIABLE
FOR
UNGUARANTEED
OBLIGATIONS.—Nothing
in this subparagraph shall be construed to
the effect that the act of assuming control
of a guaranteed company makes members
of the cross-guarantee syndicate liable for
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the obligations of the guaranteed company
which are not guaranteed obligations.
(B) DISTRIBUTION
OF
ASSETS.—In any
case in which funds remain from the liquida-
tion, sale, or other disposition of the assets of
any guaranteed company after all depositors,
creditors, other claimants, and administrative
expenses of the syndicate have been paid or oth-
erwise resolved, the syndicate shall promptly
distribute such funds to the company’s share-
holders or members, as the case may be.
(C) FIDUCIARY DUTY.—A cross-guarantee
syndicate which assumes control of a guaran-
teed company in accordance with subsection (a)
shall succeed to the same fiduciary responsibil-
ity as the directors of such company had under
applicable law.
(D) NOTICE TO CGRC.—If a cross-guaran-
tee syndicate assumes control of a guaranteed
company under subsection (a), the syndicate
shall on the same day notify the Corporation
that it has assumed control.
(3) SPECIAL FDIC POWERS DO NOT APPLY.—
Nothing in this title shall be construed to give a
cross-guarantee syndicate, upon assuming control of
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dicate as a whole and no individual member of
a cross-guarantee or stop-loss syndicate shall
have a right to intervene in any action de-
scribed in subparagraph (A).
(c) APPLICABLE STATE LAW.—
(1) IN GENERAL.—Unless otherwise indicated
in this title, State law shall apply under this title to
any cross-guarantee or stop-loss contract.
(2) PARTIES’ CHOICE
OF
STATE
CONTRACT
LAW.—Each cross-guarantee and stop-loss contract
shall designate the State law that shall be applicable
under paragraph (1).
Subtitle C—Powers and Duties of the CGRC
CHAPTER 1—CROSS-GUARANTEE PROCESS
SEC. 121. THE CROSS-GUARANTEE REGULATION CORPORA-
TION.
(a) CREATION.—
(1) IN GENERAL.—There is hereby established
a body corporate the ‘‘Cross Guarantee Regulation
Corporation’’ which shall have succession until dis-
solved by act of Congress.
(2) CORPORATION NOT AN AGENCY.—The Cor-
poration shall not be an agency or establishment of
the United States Government.
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(3) HEADQUARTERED IN THE DISTRICT OF CO-
LUMBIA.—The Corporation shall maintain its prin-
cipal office in the District of Columbia.
(b) POWERS.—In addition to any powers granted to
the Corporation elsewhere in this title, the Corporation
shall have, consistent with this title, the power—
(1) to sue and be sued, complain and defend, in
its corporate name and through its own counsel, in
any State, Federal, or other court;
(2) to adopt, alter, and use a corporate seal,
which shall be judicially noticed;
(3) to adopt, amend, and repeal, by its Board
of Directors, such bylaws as may be necessary or ap-
propriate to carry out the purposes of this title, in-
cluding bylaws relating to—
(A) the conduct of its business; and
(B) the indemnity of its directors, officers,
and employees for liabilities and expenses actu-
ally and reasonably incurred by any such person
in connection with the defense or settlement of
an action or suit if such person acted in good
faith and in a manner reasonably believed to be
consistent with the purposes of this chapter.
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(4) to adopt, amend, and repeal, by its Board
of Directors, such rules as authorized under sub-
section (e)(2) of this section;
(5) to conduct business (including the carrying
on and maintenance of offices) and to exercise all
other rights and powers granted to it by this chapter
in any State or other jurisdiction without regard to
any qualification, licensing, or other statute in such
State or other jurisdiction;
(6) to lease, purchase, accept gifts or donations
of or otherwise acquire, to own, hold, improve, use,
or otherwise deal in or with, and to sell, convey,
mortgage, pledge, lease, exchange or otherwise dis-
pose of, any property, real, personal or mixed, or
any interest therein, wherever situated;
(7) subject to subsection (c), to hire such offi-
cers, attorneys, employees, and agents as may be re-
quired, to determine their qualifications, to define
their duties, to fix their salaries, require bonds for
them and fix the penalty thereof; and
(8) to enter into contracts, to execute instru-
ments, to incur liabilities, and to do any and all
other acts and things as may be necessary or inci-
dental to the conduct of its business and the exercise
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of all other rights and powers granted to the Cor-
poration under this title.
(c) BOARD OF DIRECTORS.—
(1) FUNCTIONS.—The Corporation shall have a
Board of Directors which, subject to the provisions
of this title, shall determine the policies which shall
govern the operations of the Corporation.
(2) NUMBER AND APPOINTMENT.—The Board
of Directors shall consist of seven persons as follows:
(A) One director shall be appointed by the
Secretary of the Treasury from among the offi-
cers of the Department of Treasury that have
been confirmed with the advice and consent of
the Senate, and shall be removable by the Sec-
retary without cause at any time.
(B) Six directors shall be appointed by the
President, by and with the advice and consent
of the Senate, as follows—
(i) three such directors shall be se-
lected from among senior officers of com-
panies that are or are likely to be guaran-
teed depository institutions, provided that
the directors are not from the same geo-
graphical area and represent different as-
pects of the industry;
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(ii) one such director shall be selected
from among senior officers of companies
that are or are likely to be syndicate
agents; and
(iii) two such directors shall be se-
lected from the general public from among
persons who are not either regulatory offi-
cials nor associated with a guaranteed de-
pository institution, syndicate agent, or
nondepository guarantor and have not been
such an official or had any such associa-
tion for the five years preceding appoint-
ment.
(3) CHAIRMAN
AND
VICE
CHAIRMAN.—The
President shall designate a Chairman and Vice
Chairman from among those directors appointed
under paragraph (2)(B)(iii) of this subsection.
(4) TERMS.—
(A) FOUR-YEAR TERMS.—Except as pro-
vided under subparagraphs (B) and (C), each
director shall be appointed for a term of four
years.
(B) TRANSITION RULES.—
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(i) STAGGERED TERMS.—Of the direc-
tors first appointed under paragraph
(2)(B)—
(I) one shall hold office for a
term expiring on December 31 of the
first full calendar year after passage
of this Act;
(II) two shall hold office for a
term expiring on December 31 of the
second full calendar year after pas-
sage of this Act;
(III) one shall hold office for a
term expiring on December 31 of the
third full calendar year after passage
of this Act; and
(IV) two shall hold office for a
term expiring on December 31 of the
fourth full calendar year after passage
of this Act.
(ii) TIMING
OF
PARTICULAR
DIREC-
TOR’S TERM.—
(I) 
INDUSTRY
APPOINTEES’
TERMS
WILL
END
IN
DIFFERENT
YEARS.—One of the directors ap-
pointed under each of the clauses
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(i)(I), (II), (III), (IV) shall consist of
the four directors appointed under
paragraphs (2)(B)(i) and (ii).
(II) 
APPOINTEES
FROM
THE
GENERAL PUBLIC.—One director ap-
pointed under both clause (i)(II) and
(IV) shall consist of one of the two di-
rectors appointed under paragraph
(2)(B)(iii).
(iii) TREASURY
DIRECTOR
MUST
BE
APPOINTED
SOON
AFTER
ENACTMENT.—
The Secretary of the Treasury shall ap-
point the director designated under para-
graph (2)(A) within 30 days after enact-
ment of this Act.
(C) VACANCIES.—
(i) APPOINTMENT
IN
SAME
MAN-
NER.—A vacancy on the Board of Direc-
tors shall be filled in the same manner as
the original appointment was made.
(ii) APPOINTMENT ONLY FOR THE RE-
MAINDER OF THE TERM.—Any director ap-
pointed under clause (i) shall be appointed
only for the remainder of the term of his
predecessor.
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(D) REMAINING A DIRECTOR UNTIL A SUC-
CESSOR HAS TAKEN OFFICE.—A director may
serve after the expiration of his term until his
successor has taken office.
(5) COMPENSATION.—
(A) CHAIRMAN AND VICE CHAIRMAN.—The
compensation of the Chairman and Vice Chair-
man shall be as provided in the bylaws of the
Corporation.
(B) OTHER
DIRECTORS.—The remaining
five directors shall serve without compensation
except that they are entitled to receive reim-
bursement for expenses incurred in connection
with official business of the Corporation.
(6) OFFICERS AND EMPLOYEES AS MEMBERS
OF THE BOARD OF DIRECTORS.—No officer, attor-
ney, employee, or agent of the Corporation shall be
a member of the Board of Directors.
(7) BOARD OF DIRECTORS TO DETERMINE OFFI-
CERS.—The officers of the Corporation shall be em-
ployed at the will of the Board of Directors.
(8) DEFINITION OF OFFICER.—For purposes of
this subsection, the term ‘‘officer’’ includes any chief
executive officer, president, senior executive, or other
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official with managerial or executive authority within
the Corporation.
(d) MEETINGS OF THE BOARD OF DIRECTORS.—
(1) TIMING OF MEETINGS.—The Board of Di-
rectors shall meet at the call of its Chairman, or as
otherwise provided by the bylaws of the Corporation,
except that the director appointed under subsection
(c)(2)(A) may call a meeting until at least three
other directors have taken office.
(2) QUORUM TRANSITION RULE.—The bylaws
shall determine how many members constitute a
quorum when the Board of Directors meet, except
that the director appointed under subsection
(c)(2)(A) shall alone constitute a quorum until at
least three other directors have taken office.
(e) BYLAWS AND RULEMAKING.—
(1) BYLAWS.—
(A) PROCEDURE.—The Board of Directors
shall file with the Secretary of the Treasury a
copy of the proposed initial bylaws of the Cor-
poration and any proposed bylaw changes ac-
companied by a concise general statement of
the basis and purpose for such changes.
(B) CHANGES BECOME EFFECTIVE UNLESS
THE TREASURY DEPARTMENT OBJECTS.—Any
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bylaws submissions under subparagraph (A)
shall become effective thirty days after the fil-
ing of such changes with the Secretary of the
Treasury, unless—
(i) the Secretary of the Treasury, by
notice to the Corporation setting forth the
reasons therefor, disapproves of such pro-
posed bylaw changes as being contrary to
the purposes of this title; or
(ii) the Secretary of the Treasury de-
cides, at its own discretion, that public
comment shall be obtained, in which case
it may, after notifying the Corporation in
writing of such finding, require that the
procedures set forth in paragraph (2) be
followed with respect to such a bylaw
change.
(2) RULEMAKING.—
(A) RULEMAKING AUTHORITY.—The Cor-
poration shall have the power to issue a rule
only if—
(i) the power to issue the rule is ex-
plicitly provided for in this title; or
(ii) the Corporation demonstrates
that—
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(I) the rule implements statutory
language in this title; and
(II) improves the efficiency of the
cross-guarantee system.
(B) SUBSTANTIVE
BASIS
FOR
RULES.—
Any proposed rule or proposed rule change shall
be approved only if there is substantial evidence
supporting the findings on which the proposed
rule is based.
(C) RULEMAKING PROCEDURES.—
(i) IN
GENERAL.—The Corporation
shall use the informal rulemaking proce-
dures under the Administrative Procedures
Act (5 U.S.C. § 553) in prescribing rules
under this paragraph.
(ii) RIGHT TO A HEARING.—In addi-
tion to the procedures under clause (i), any
person may during the comment period re-
quest a hearing and such hearing, if re-
quested, shall take place within 30 days
after the end of the comment period.
(iii) SUBMITTING
RULES
TO
TREAS-
URY.—After having completed the proce-
dures under clauses (i) and (ii), the Cor-
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poration shall file with the Secretary of the
Treasury a copy of the proposed rules.
(iv) TREASURY
AUTHORITY
TO
RE-
JECT RULES.—Any proposed rules or rule
changes submitted under clause (iii) shall
become effective thirty days after the filing
of such proposed rules or rule changes with
the Secretary of the Treasury, unless the
Secretary of the Treasury, by notice to the
Corporation setting forth the reasons
therefor, disapproves of such proposed
rules or rule changes as being contrary to
the purposes of this title.
(D) JUDICIAL REVIEW.—
(i) STANDING.—Any person suffering
a legal wrong, or adversely affected or ag-
grieved within the meaning of this title, by
the rules issued under this paragraph is
entitled to judicial review thereof.
(ii) 
JURISDICTION.—The 
United
States Court of Appeals for the District of
Columbia shall have exclusive original ju-
risdiction over any action under clause (i).
(iii) FINALITY.—A rule must be final
to be reviewable under this subparagraph.
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(iv) TIMING.—A petition for review
under this subparagraph must be filed
within 90 days after the date on which the
rule became final.
(E) INITIAL DEADLINE.—For any rule cov-
ered by subparagraph (A)(i), the Corporation
shall issue a final rule within one year after
passage of this Act.
(f) FUNDING.—
(1) INITIAL BORROWING.—
(A) BIF FINANCING.—The Corporation
shall have the power to borrow up to $20 mil-
lion from the Bank Insurance Fund.
(B) USE OF SUCH FINANCING.—The Cor-
poration shall use any amount borrowed under
subparagraph (A) to establish the central elec-
tronic repository, pay initial salaries and other
operating expenses, buy equipment, develop
computer software, and otherwise begin oper-
ations.
(C) REPAYMENT.—The Corporation shall
repay any borrowing under subparagraph (A)
within 5 years after the cross-guarantee activa-
tion date from income obtained under para-
graph (2).
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(D) INTEREST ON LOAN.—
(i) TIMING OF PAYMENTS.—No prin-
cipal or interest payments on the loan de-
scribed in subparagraph (A) shall be due
prior to one year after the cross-guarantee
activation date.
(ii) INTEREST
RATE.—The interest
rate on the borrowing under this para-
graph shall be equal to .25 percent plus
the average annual percentage yield on 3-
month bills issued by the Secretary of the
Treasury under section 3104(a) of title 31,
United States Code.
(2) FINANCING FROM OPERATIONS.—
(A) SELF-SUPPORTING.—The Corporation
shall repay the loan under paragraph (1) and
pay for its ongoing operating expenses by as-
sessing fees as authorized under subparagraph
(B) and collecting penalties as authorized under
this title and shall not, subject to paragraph
(1), receive any financing or operating subsidies
from the United States Treasury.
(B) FEES.—The Corporation may assess a
reasonable fee upon any party which—
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(i) submits a cross-guarantee, stop-
loss, or group cross-guarantee contract, or
amendment thereto, for approval;
(ii) requests use of any service pro-
vided by the central electronic repository;
or
(iii) requests a certification under sec-
tion 124(b).
(g) MISCELLANEOUS PROVISIONS.—
(1) INSPECTION OF REPORTS.—
(A) IN GENERAL.—Any notice, report, or
other document filed with the Corporation pur-
suant to this title, other than financial state-
ments filed by nondepository guarantors pursu-
ant to section 117(a)(3)(A), shall be available
for public inspection unless the Corporation or
the Secretary of Treasury determines that dis-
closure thereof is not in the public interest.
(B) CONGRESSIONAL
ACCESS.—Nothing
under subparagraph (A) shall act to deny docu-
ments or information to the Congress of the
United States or to the committees of either
House having jurisdiction over depository insti-
tutions and related matters under the rules of
each body.
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(C) TREASURY ACCESS TO THE CORPORA-
TION’S
DOCUMENTS.—The Corporation shall
provide the Secretary of Treasury with any doc-
ument or information which the Secretary in
his or her discretion requests.
(2) SUITS AGAINST THE CORPORATION AND ITS
OFFICERS.—
(A) WAIVER OF SOVEREIGN IMMUNITY.—
The Corporation waives sovereign immunity to
the same extent provided for under the Admin-
istrative Procedures Act (5 U.S.C. § 702).
(B) SUITS
FOR
MONEY
DAMAGES.—Nei-
ther the Corporation nor any of the Corpora-
tion’s directors, officers, attorneys, agents, or
employees shall have any liability to any person
for any action taken or not taken under or in
connection with any matter contemplated by
this title, if the act was taken or not taken in
good faith or there were reasonable grounds for
taking or not taking the action.
(3) EXEMPTION
FROM
TAXATION.—The Cor-
poration, its property, its franchise, capital, reserves,
surplus, and its income, shall be exempt from all
taxation now or hereafter imposed by the United
States or by any State or local taxing authority, ex-
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cept that any real property or tangible personal
property (other than cash and securities) of the Cor-
poration shall be subject to State and local taxation
to the same extent according to its value as other
real and tangible personal property is taxed.
(4) FISCAL YEAR.—The fiscal year of the Cor-
poration shall be the calendar year.
SEC. 122. REGULATION OF THE CROSS-GUARANTEE PROC-
ESS.
(a) CROSS-GUARANTEE REGULATION CORPORATION
ENFORCEMENT AUTHORITY.—
(1) IN GENERAL.—Subject to section 126, the
Corporation shall have exclusive authority to enforce
compliance with provisions of this title.
(2) ENFORCEMENT.—The Corporation shall
have the powers provided in subsections (b), (c), (d),
(h), (l), and (n) of section 8 of the Federal Deposit
Insurance Act and paragraph (1) and each subpara-
graph, other than subparagraphs (B) and (C), of
paragraph (2) of subsection (i) of such section in en-
forcing this title with respect to any syndicate agent,
guaranteed party, or direct guarantor, but only with
respect to any violation of any requirements under
this title.
(b) LIMITATION ON STATE JURISDICTION.—
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(1) IN GENERAL.—Notwithstanding any provi-
sion of state law, no state may exercise authority
over any party to any cross-guarantee or stop-loss
contract with respect to—
(A) whether such party may be a party to
a cross-guarantee or stop-loss contract; and
(B) the rights, duties, privileges, or obliga-
tions of such party under the contract or pursu-
ant to this title.
(2) RULE OF CONSTRUCTION.—Paragraph (1)
shall not be construed as affecting the authority of
any state to determine the powers and regulate the
activities of state depository institutions.
SEC. 123. APPROVAL PROCESS FOR CROSS-GUARANTEE,
STOP-LOSS, AND GROUP CROSS-GUARANTEE
CONTRACTS.
(a) EXPEDITED APPROVAL OF CONTRACTS AND CON-
TRACT AMENDMENTS.—
(1) NOTICE AND REVIEW REQUIREMENT.—Ex-
cept as provided in paragraph (3), no cross-guaran-
tee, stop-loss, or group cross-guarantee contract, and
no amendment to any such contract, shall be deemed
approved unless——
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(A) the Corporation has been given 15
business days to review the contract or amend-
ment; and
(B) before the end of the 15-day period de-
scribed in subparagraph (A), the Corporation
has not issued an order—
(i) 
disapproving 
the 
contract 
or
amendment; or
(ii) extending the period within which
the Corporation may disapprove the con-
tract or amendment in accordance with
paragraph (6).
(2) SUBMISSION OF CONTRACT OR AMENDMENT
IN ELECTRONIC FORM.—The Corporation shall pre-
scribe rules requiring that any cross-guarantee, stop-
loss, or group cross-guarantee contract, and any
amendment to such contract, being submitted for re-
view under this subsection shall be submitted in elec-
tronic form to the central electronic repository.
(3) NOTICE OF APPROVAL BEFORE END OF DIS-
APPROVAL PERIOD.—A cross-guarantee, stop-loss, or
group cross-guarantee contract, and any amendment
to any such contract, shall be deemed approved be-
fore the expiration of the period described in para-
graph (1)(A) (or extended in accordance with para-
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(A) IN GENERAL.—The Corporation may,
by specific request in connection with a particu-
lar proposed cross-guarantee, stop-loss, or
group cross-guarantee contract, or amendment
to any contract, submitted to the Corporation,
require, on one occasion only, that additional
information be submitted with respect to such
contract or amendment, except that the Cor-
poration may require only such information as
may be relevant to—
(i) a determination of the extent to
which the proposed contract is in compli-
ance with the requirements of this title;
and
(ii) the Corporation’s evaluation of the
contract in accordance with this section.
(B) NOTICE OF EXPLANATION.—For any
request for additional information under sub-
paragraph (A), the Corporation shall provide a
detailed explanation of the specific reasons why
such additional information is needed.
(6) EXTENSION OF DISAPPROVAL PERIOD.—If,
in connection with a particular proposed cross-guar-
antee, stop-loss, or group cross-guarantee contract,
or any amendment to any such contract, which is
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submitted to the Corporation, the Corporation re-
quests additional information under paragraph (5),
the Corporation may by order provide that the Cor-
poration shall have any additional period (not to ex-
ceed 5 business days beginning on the date on which
the Corporation receives such information) within
which to disapprove the proposed contract.
(7) REVOCATION OF APPROVAL.—The Corpora-
tion may revoke its approval of a contract under this
subsection if a court has enjoined the operation of
the contract under subsection (e)(2)(B).
(b) LIMITED GROUNDS FOR DISAPPROVAL OF PRO-
POSED CONTRACT
OR AMENDMENT.—The Corporation
may disapprove any proposed cross-guarantee, stop-loss or
group cross-guarantee contract, or any amendment to any
such contract, if and only if—
(1) the contract, including any party under the
contract, fails to meet the requirements of this title;
or
(2) the information submitted under subsection
(a) was insufficient to determine whether the con-
tract and the parties to the contract are in compli-
ance with this title.
(c) NOTICE OF DISAPPROVAL.—
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(1) IN
GENERAL.—If the Corporation dis-
approves any cross-guarantee, stop-loss, or group
cross-guarantee contract, or any amendment thereto,
the Corporation shall immediately notify the parties
to such contract of the disapproval.
(2) 
STATEMENT
OF
REASON
FOR
DIS-
APPROVAL.—The notice under paragraph (1) shall
contain a detailed explanation of the specific reasons
for the disapproval under this section.
(d) CONDITIONAL APPROVALS.—
(1) IN GENERAL.—The Corporation shall pre-
scribe rules which would allow a cross-guarantee,
stop-loss, or group cross-guarantee contract to be
conditionally approved, in a manner otherwise in ac-
cordance with this section, if, at the time such condi-
tional approval is granted, all the information re-
quired by the Corporation to make a final deter-
mination of whether the contract meets the require-
ments of this title cannot be known or ascertained.
(2) RECONFIRMATION.—The rules prescribed
under paragraph (1) shall allow the Corporation,
upon receipt of all the information the Corporation
needs to determine whether the contract meets the
requirements of this title, 3 business days to give the
contract a final approval.
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(3) REPLACEMENT
OF
GUARANTORS.—The
rules prescribed under paragraph (1) shall allow,
without restriction, the replacement of a direct guar-
antor with another direct guarantor during the pe-
riod between the date of conditional approval and
final approval.
(e) JUDICIAL REVIEW.—
(1) CONTRACTS DISAPPROVED.—
(A) IN GENERAL.—Any party to a contract
disapproved under this section may seek judicial
review of the disapproval of a contract under
this section.
(B) LIMITATION
ON
STANDING.—Only a
party to a contract disapproved under this sec-
tion may bring an action under this paragraph.
(2) CONTRACTS APPROVED.—
(A) IN GENERAL.—Any guaranteed party
may seek judicial review of the approval of a
contract under this section.
(B) INJUNCTIVE
RELIEF
IF
THE
CON-
TRACT
HAS
NOT
YET
TAKEN
EFFECT.—If a
guaranteed party brings an action under sub-
paragraph (A) and the contract approved under
this section has not yet become effective accord-
ing to the contract’s terms, a court may enjoin
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the operation of the contract if it violates any
requirement under this title.
(C) LIMITATION ON REVIEW IF THE CON-
TRACT HAS BECOME EFFECTIVE.—
(i) IN GENERAL.—A cross-guarantee
or stop-loss contract may be reviewed only
with respect to whether the contract vio-
lates section 116(a) or section 125.
(ii) REMEDIES.—
(I) SECTION
125
VIOLATION.—
Any court which holds that a cross-
guarantee or stop-loss contract vio-
lates section 125 shall order the Cor-
poration to use the remedies available
under section 125 to eliminate the vio-
lation.
(II) 
SECTION
116(a) 
VIOLA-
TION.—Any court which holds that a
cross-guarantee or stop-loss contract
violates section 116(a) shall order the
Corporation to adjust each direct
guarantor’s liability pursuant to sec-
tion 113(e)(2)(B).
(III) 
INJUNCTIONS
DIS-
ALLOWED.—No court may enjoin the
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operation of a cross-guarantee or
stop-loss contract.
(3) JURISDICTION.—No court other than a dis-
trict court of the United States shall have original
jurisdiction of any action under this subsection.
(f) RULES TO AVOID FRAUDULENT SIGNATORIES TO
CONTRACTS.—
(1) IN GENERAL.—The Corporation shall issue
rules which will provide a means, within the time
frame of subsection (a), by which, prior to approval
of a cross-guarantee, stop-loss, or group cross-guar-
antee contract, the Corporation can ensure that
every party listed as a party to the contract agreed
to become a party to the contract.
(2) AVOIDING
DUPLICATION.—In issuing the
rules under paragraph (1), the Corporation may rely
on mechanisms established by the parties to cross-
guarantee, stop-loss, or group cross-guarantee con-
tracts to ensure that all signatories to the contract
agreed to the contract’s terms and shall, whenever
possible, avoid duplicating such efforts.
(3) REMEDIES IF PARTY STILL FALSELY LIST-
ED AS DIRECT GUARANTOR.—
(A) IN GENERAL.—Any guaranteed party
named as a direct guarantor under any cross-
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guarantee or stop-loss contract even though
such party did not agree to become a party to
the contract shall have all the rights, privileges,
duties, and obligations of a direct guarantor
under the contract.
(B) REMEDIES.—Subject to 113(k), any
guaranteed party falsely listed as a direct guar-
antor under subparagraph (A) shall have any
recourse provided under Federal or State law
against the persons responsible for the false
listing.
(g) ACCELERATED REVIEW FOR SECONDARY TRANS-
FERS OF SYNDICATE INTERESTS.—In the case of a con-
tract amendment which consists solely of a transfer of in-
terest under section 113(m), the provisions of this section
shall apply except—
(1) the applicable period for approval under
subsection (a)(1) shall be 3 business days instead of
15 business days;
(2) the Corporation may not extend the dis-
approval period as provided for under subsection
(a)(6); and
(3) the Corporation may disapprove the con-
tract amendment under subsection (b) only if the
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amended contract would violate section 113(m), sec-
tion 116(a), or section 125.
SEC. 124. CENTRAL ELECTRONIC REPOSITORY.
(a) ESTABLISHMENT.—
(1) CGRC ESTABLISHES CENTRAL ELECTRONIC
REPOSITORY.—Before the end of the 6-month period
beginning on the date of the enactment of this Act,
the Corporation shall establish and maintain a
central electronic repository for cross-guarantee,
stop-loss, and group cross-guarantee contracts.
(2) MAINTENANCE
OF
ALL
PAST, CURRENT,
DISAPPROVED, AND
PROPOSED
CONTRACTS.—The
central electronic repository shall maintain files, in
electronic form, of all cross-guarantee, stop-loss, and
group cross-guarantee contracts, including expired,
cancelled, and disapproved contracts, all amend-
ments to any such contract, and all proposed con-
tracts and contract amendments which have been
filed with the Corporation, but not yet acted upon.
(3) DIRECT ACCESS TO CENTRAL ELECTRONIC
REPOSITORY.—The files in the central electronic re-
pository established under this section shall be di-
rectly and immediately accessible by any person
under procedures established by the Corporation.
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(4) CENTRAL
ELECTRONIC
REPOSITORY
VER-
SION OF THE CONTRACT AS A COMPLETELY INTE-
GRATED AGREEMENT.—
(A) LEGAL
EVIDENCE
OF
THE
CON-
TRACT.—The provisions of any cross-guarantee,
stop-loss, or group cross-guarantee contract, in-
cluding any amendment to any such contract,
on file in the central electronic repository shall
be—
(i) irrebuttable evidence of the con-
tract; and
(ii) superior evidence to all other
forms or versions of the contract.
(B) 
PROHIBITION
ON
ADDITIONAL
TERMS.—The contract on file in the central
electronic repository shall be a complete and ex-
clusive statement of the terms of any cross-
guarantee, stop-loss, or group cross-guarantee
contract and no evidence of additional terms is
admissible to supplement the contract on file in
the repository.
(b) AVAILABILITY OF CERTIFIED COPIES.—
(1) IN GENERAL.—The central electronic repos-
itory shall provide upon request a copy of any con-
tract maintained under subsection (a)(2) to any per-
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son, any government officer, agency, or department,
or any court.
(2) CERTIFICATION OF COPIES.—
(A) IN GENERAL.—Each copy of a cross-
guarantee or stop-loss contract provided in ac-
cordance with paragraph (1) shall contain a
certification by the central electronic repository
that such copy is true and correct.
(B) PRIMA FACIE EVIDENCE.—A copy of a
cross-guarantee or stop-loss contract which is
certified in accordance with subparagraph (A)
shall establish prima facie the contract.
(c) MAINTENANCE OF DATA BASE OF ACTIVE GUAR-
ANTORS.—The central electronic repository shall maintain
in electronic form a data base containing the names of
the direct guarantors under each cross-guarantee or stop-
loss contract which has not expired or been canceled and
such other information with regard to such contracts that
will enable any person to determine whether or not any
such contract, proposed contract, or proposed amendment
to any contract, is in compliance with this title and the
rules prescribed under this title.
(d) STANDARD CONTRACT LANGUAGE.—The Cor-
poration is authorized to maintain in the central electronic
repository and update as needed standard language for
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various provisions of cross-guarantee, stop-loss, and group
cross-guarantee contracts that parties to these contracts
may, at their sole discretion, incorporate by reference in
contracts and contract amendments they submit to the
Corporation for approval.
(e) REGISTRY OF INDIVIDUALS WITH A QUESTION-
ABLE RECORD.—The Corporation is authorized to main-
tain in the central electronic repository a list of individuals
who have been indicted or convicted of a crime related to
a financial institution or had a judgment entered against
them in a civil case related to financial institutions.
SEC. 125. RESTRICTION ON CLOSED LOOPS.
(a) PROHIBITION OF MORE THAN ONE UNRELATED
CLOSED LOOP.—At no time shall two or more closed loops
exist unless at least one cross-guarantee or stop-loss con-
tract is a contract in each closed loop that exists in the
system.
(b) CGRC CALL-BACK.—If, at any time, the require-
ments of subsection (a) are violated—
(1) the Corporation shall on the same business
day notify each guaranteed party under each cross-
guarantee and stop-loss contract which is part of the
closed loop which has the fewest number of contracts
that it must obtain a successor cross-guarantee or
stop-loss contract; and
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(2) each guaranteed party under paragraph (1)
shall have 10 business days upon notification to sub-
mit a successor contract to the Corporation for ap-
proval.
(c) CGRC FILING OF A BANKRUPTCY PETITION.—
(1) FILING OF A BANKRUPTCY PETITION BY
THE CGRC.—
(A) APPOINTMENT
OF
CGRC
AS
RE-
CEIVER.—
(i) FAILURE
TO
SUBMIT
A
CON-
TRACT.—If a guaranteed company has not
met the deadline to submit a contract for
approval under subsection (b), the Cor-
poration shall appoint itself as receiver for
the company.
(ii) LIMITS ON CGRC’S POWERS.—Ex-
cept as provided in this paragraph and sec-
tion 113(g)(4), the Corporation may not
appoint itself receiver or file a bankruptcy
petition for a guaranteed company.
(B) CGRC IMMEDIATELY FILES A BANK-
RUPTCY PETITION.—On the same business day
that the Corporation appoints itself as receiver,
the Corporation shall file a voluntary petition
under section 301 of title 11, United States
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Code, on behalf of the guaranteed company for
which the Corporation appointed itself receiver.
(2) RECOVERY FROM ALL GUARANTEED PAR-
TIES FOR LOSSES DUE TO CLOSED LOOPS.—
(A) IN
GENERAL.—In the case of any
guaranteed company for which the Corporation
files a bankruptcy petition under paragraph
(1)(B), all guaranteed parties shall be liable to
cover any loss to the bankruptcy estate arising
out of the bankruptcy trustee’s duty to perform
on all guaranteed obligations of the guaranteed
company.
(B) LIABILITY PROPORTIONAL TO A PAR-
TY’S SHARE OF OVERALL GUARANTEED OBLIGA-
TIONS.—A guaranteed party shall be liable
under subparagraph (A) in proportion to such
party’s share of the guaranteed obligations of
all guaranteed parties at the time of the filing
of the bankruptcy petition by the Corporation.
(C) CGRC AUTHORIZATION.—The Cor-
poration is authorized to, and shall, assess
guaranteed parties for any amounts owed under
this paragraph.
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(d) STANDING.—Any person can bring an action in
a district court of the United States to force the Corpora-
tion to take action under this section.
SEC. 126. TREASURY OVERSIGHT OF THE CROSS-GUARAN-
TEE REGULATION CORPORATION.
(a) ENFORCEMENT OF THE ACT.—In the event that
the Corporation should fail to fulfill any of its duties under
this title, the Secretary of the Treasury may apply to the
Federal district court for the District of Columbia for an
order requiring the Corporation to discharge its obliga-
tions under this title and for such other relief as the court
may deem necessary to carry out the purposes of this title.
(b) EXAMINATIONS AND REPORTS.—
(1) EXAMINATIONS.—The Secretary of the
Treasury may make such examinations and inspec-
tions of the Corporation and require the Corporation
to furnish it with such reports and records or copies
thereof as the Secretary may consider necessary to
implement the purposes of this title.
(2) REPORTS.—
(A) ANNUAL
REPORT.—Within 90 days
after the close of each fiscal year of the Cor-
poration, the Corporation shall submit to the
Treasury Department a written report relative
to the conduct of its business, and the exercise
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of the other rights and powers granted by this
title, during such fiscal year.
(B) INFORMATION
TO
BE
INCLUDED
IN
REPORT.—The report under subparagraph (A)
shall include financial statements setting forth
the financial position of the Corporation at the
end of such fiscal year and the results of its op-
erations (including the source and application
of its funds) for such fiscal year.
(C) 
REQUIRED
AUDIT.—The 
financial
statements required under subparagraph (B)
shall be examined by an independent public ac-
countant or firm of independent public account-
ants, selected by the Corporation and satisfac-
tory to the Treasury Department, and shall be
accompanied by the report thereon of such ac-
countant or firm.
(D) SUBMISSION TO THE PRESIDENT AND
CONGRESS.—The Secretary of the Treasury
shall submit the report under subparagraph (A)
to the President and Congress with such com-
ment thereon as the Secretary deems appro-
priate.
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CHAPTER 2—PROTECTION OF INSURED
DEPOSITS
SEC. 128. BACKUP INSURANCE FOR DEPOSITS IN GUARAN-
TEED DEPOSITORY INSTITUTIONS.
(a) 
ESTABLISHMENT
OF
CROSS-GUARANTEE
BACKUP FUND.—
(1) IN GENERAL.—There is hereby established
the cross-guarantee backup fund consisting of
amounts deposited pursuant to section 144 and sub-
section (c).
(2) ADMINISTRATION
OF
FUND.—The cross-
guarantee backup fund shall be administered by the
Federal Deposit Insurance Corporation until such
time as the administration of the fund is transferred
to the Corporation as provided for in section
144(e)(3).
(b) BACKUP DEPOSIT INSURANCE.—
(1) FUND LIABILITY.—Deposits in any guaran-
teed depository institution or guaranteed banking of-
fice shall be insured against loss, to the same extent
as deposits are insured against loss under section
11(a) of the Federal Deposit Insurance Act (as in
effect on the day before the enactment of this Act),
in the event that no adjustment under section
113(a)(2)(F)(iii) will be sufficient to protect all
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guaranteed obligations of all guaranteed companies
against loss.
(2) SUBORDINATED
DEBT
NOT
TREATED
AS
DEPOSIT.—No subordinated debt of any guaranteed
depository institution or any guaranteed banking of-
fice may be treated as a deposit for purposes of
paragraph (1).
(c) USE AND DISPOSITION OF FUND.—
(1) IN GENERAL.—Amounts in the cross-guar-
antee backup fund may be used only to meet obliga-
tions incurred under subsection (b)(1).
(2) INVESTMENTS.—Amounts on deposit in the
cross-guarantee backup fund shall be invested in di-
rect obligations of the United States and interest
thereon shall accumulate in the fund.
(3) REPAYMENT.—A guaranteed depository in-
stitution or guaranteed banking office shall be
obliged to repay the cross-guarantee backup fund,
including any foregone interest under paragraph (2),
for any payments made to the institution or banking
office or the institution’s or banking office’s deposi-
tors pursuant to paragraph (1).
(d) ASSESSMENTS.—If the repayment required pur-
suant to paragraph (3) of subsection (c) is not repaid to
the cross-guarantee backup fund within 30 days after pay-
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ment under paragraph (1) of subsection (c), the Federal
Deposit Insurance Corporation or the Corporation, as the
case may be, shall levy pro rata on all insured deposits
in guaranteed depository institutions and guaranteed
banking offices, as of the end of the calendar quarter pre-
ceding the payment under paragraph (1), an amount equal
to the amount owed under paragraph (3).
Subtitle D—Miscellaneous Provisions
SEC. 131. INSTITUTIONS OFFERING UNINSURED DEPOSITS.
The Corporation shall ensure that any company,
other than—
(a) a depository institution;
(b) a branch which is not an insured branch (as
the term ‘‘insured branch’’ is defined in section 3(s)
of the Federal Deposit Insurance Act);
(c) an insured credit union or noninsured credit
union (as such terms are defined in section 101(7)
of the Federal Credit Union Act);
(d) a broker or dealer registered under the Se-
curities Exchange Act of 1934; or
(e) an investment company registered under the
Investment Company Act of 1940,
which accepts deposits or assumes obligations which would
be deposits if the company were a bank or savings associa-
tion (as defined in section 3 of the Federal Deposit Insur-
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when determining the amount of the bond required
to be filed under subsection (a) of this section.’’.
SEC. 313. NOTICE.
Section 342 of title 11, United States Code, is
amended by adding new subsection (d)—
‘‘(d) Notwithstanding subsection (a) of this section,
notice of the entry of an order for relief in a case under
subchapter V of chapter 11 shall be given by publication
and shall be given in writing to the syndicate agent and
to all creditors having claims that are not guaranteed obli-
gations. Notice to the syndicate agent shall constitute no-
tice to all guaranteed creditors in the case.’’.
SEC. 314. MONEY OF ESTATES.
Section 345 of title 11, United States Code, is
amended in subsection (b) by inserting after the third
usage of ‘‘United States’’ ‘‘or is guaranteed under a cross-
guarantee contract.’’.
SEC. 315. AUTOMATIC STAY.
Section 362 of title 11, United States Code, is
amended by adding new paragraph (b)(19):
‘‘(19) under subsection (a) of this section, of
the exercise of any right of a guaranteed creditor
under applicable nonbankruptcy law to collect, en-
force or recover a guaranteed obligation from the
debtor.’’.