367
for the credit union or the insolvency or fi-
nancial condition of the credit union for 
which the conservator has been appointed). 
‘‘(iii) NOTICE.—For purposes of this 
paragraph, the Board as conservator or 
liquidating agent of an insured credit 
union shall be deemed to have notified a 
person who is a party to a qualified finan-
cial contract with such credit union if the 
Board has taken steps reasonably cal-
culated to provide notice to such person by 
the time specified in subparagraph (A). 
‘‘(C) TREATMENT
OF
BRIDGE
BANKS.—
The following institutions shall not be consid-
ered to be a financial institution for which a 
conservator, receiver, trustee in bankruptcy, or 
other legal custodian has been appointed or 
which is otherwise the subject of a bankruptcy 
or insolvency proceeding for purposes of para-
graph (9): 
‘‘(i) A bridge bank. 
‘‘(ii) A credit union organized by the 
Board, for which a conservator is ap-
pointed either—
368
‘‘(I) immediately upon the orga-
nization of the credit union; or 
‘‘(II) at the time of a purchase 
and assumption transaction between 
the credit union and the Board as re-
ceiver for a credit union in default.’’. 
SEC. 904. AMENDMENTS RELATING TO DISAFFIRMANCE OR 
REPUDIATION 
OF 
QUALIFIED 
FINANCIAL 
CONTRACTS. 
(a) FDIC-INSURED DEPOSITORY INSTITUTIONS.—
Section 11(e) of the Federal Deposit Insurance Act (12 
U.S.C. 1821(e)) is amended—
(1) by redesignating paragraphs (11) through 
(15) as paragraphs (12) through (16), respectively; 
(2) by inserting after paragraph (10) the fol-
lowing new paragraph: 
‘‘(11) DISAFFIRMANCE
OR
REPUDIATION
OF 
QUALIFIED
FINANCIAL
CONTRACTS.—In exercising 
the rights of disaffirmance or repudiation of a con-
servator or receiver with respect to any qualified fi-
nancial contract to which an insured depository in-
stitution is a party, the conservator or receiver for 
such institution shall either—
‘‘(A) disaffirm or repudiate all qualified fi-
nancial contracts between—
369
‘‘(i) any person or any affiliate of 
such person; and 
‘‘(ii) the depository institution in de-
fault; or 
‘‘(B) disaffirm or repudiate none of the 
qualified financial contracts referred to in sub-
paragraph (A) (with respect to such person or 
any affiliate of such person).’’; and 
(3) by adding at the end the following new 
paragraph: 
‘‘(17) SAVINGS
CLAUSE.—The meanings of 
terms used in this subsection are applicable for pur-
poses of this subsection only, and shall not be con-
strued or applied so as to challenge or affect the 
characterization, definition, or treatment of any 
similar terms under any other statute, regulation, or 
rule, including the Gramm-Leach-Bliley Act, the 
Legal Certainty for Bank Products Act of 2000, the 
securities laws (as that term is defined in section 
3(a)(47) of the Securities Exchange Act of 1934), 
and the Commodity Exchange Act.’’. 
(b) INSURED CREDIT UNIONS.—Section 207(c) of 
the Federal Credit Union Act (12 U.S.C. 1787(c)) is 
amended—
370
(1) by redesignating paragraphs (11), (12), and 
(13) as paragraphs (12), (13), and (14), respec-
tively; 
(2) by inserting after paragraph (10) the fol-
lowing new paragraph: 
‘‘(11) DISAFFIRMANCE
OR
REPUDIATION
OF 
QUALIFIED
FINANCIAL
CONTRACTS.—In exercising 
the rights of disaffirmance or repudiation of a con-
servator or liquidating agent with respect to any 
qualified financial contract to which an insured cred-
it union is a party, the conservator or liquidating 
agent for such credit union shall either—
‘‘(A) disaffirm or repudiate all qualified fi-
nancial contracts between—
‘‘(i) any person or any affiliate of 
such person; and 
‘‘(ii) the credit union in default; or 
‘‘(B) disaffirm or repudiate none of the 
qualified financial contracts referred to in sub-
paragraph (A) (with respect to such person or 
any affiliate of such person).’’; and 
(3) by adding at the end the following new 
paragraph: 
‘‘(15) SAVINGS
CLAUSE.—The meanings of 
terms used in this subsection are applicable for pur-
371
poses of this subsection only, and shall not be con-
strued or applied so as to challenge or affect the 
characterization, definition, or treatment of any 
similar terms under any other statute, regulation, or 
rule, including the Gramm-Leach-Bliley Act, the 
Legal Certainty for Bank Products Act of 2000, the 
securities laws (as that term is defined in section 
(a)(47) of the Securities Exchange Act of 1934), 
and the Commodity Exchange Act.’’. 
SEC. 905. CLARIFYING AMENDMENT RELATING TO MASTER 
AGREEMENTS. 
(a) FDIC-INSURED DEPOSITORY INSTITUTIONS.—
Section 11(e)(8)(D)(vii) of the Federal Deposit Insurance 
Act (12 U.S.C. 1821(e)(8)(D)(vii)) is amended to read as 
follows: 
‘‘(vii) 
TREATMENT
OF
MASTER 
AGREEMENT
AS
ONE
AGREEMENT.—Any 
master agreement for any contract or 
agreement described in any preceding 
clause of this subparagraph (or any master 
agreement for such master agreement or 
agreements), together with all supplements 
to such master agreement, shall be treated 
as a single agreement and a single quali-
fied financial contract. If a master agree-
372
ment contains provisions relating to agree-
ments or transactions that are not them-
selves qualified financial contracts, the 
master agreement shall be deemed to be a 
qualified financial contract only with re-
spect to those transactions that are them-
selves qualified financial contracts.’’. 
(b) 
INSURED
CREDIT
UNIONS.—Section 
207(c)(8)(D) of the Federal Credit Union Act (12 U.S.C. 
1787(c)(8)(D)) is amended by inserting after clause (vi) 
(as added by section 901(f)) the following new clause: 
‘‘(vii) 
TREATMENT
OF
MASTER 
AGREEMENT
AS
ONE
AGREEMENT.—Any 
master agreement for any contract or 
agreement described in any preceding 
clause of this subparagraph (or any master 
agreement for such master agreement or 
agreements), together with all supplements 
to such master agreement, shall be treated 
as a single agreement and a single quali-
fied financial contract. If a master agree-
ment contains provisions relating to agree-
ments or transactions that are not them-
selves qualified financial contracts, the 
master agreement shall be deemed to be a
373
qualified financial contract only with re-
spect to those transactions that are them-
selves qualified financial contracts.’’. 
SEC. 906. FEDERAL DEPOSIT INSURANCE CORPORATION 
IMPROVEMENT ACT OF 1991. 
(a) DEFINITIONS.—Section 402 of the Federal De-
posit Insurance Corporation Improvement Act of 1991 (12 
U.S.C. 4402) is amended—
(1) in paragraph (2)—
(A) in subparagraph (A)(ii), by inserting 
before the semicolon ‘‘, or is exempt from such 
registration by order of the Securities and Ex-
change Commission’’; and 
(B) in subparagraph (B), by inserting be-
fore the period ‘‘, that has been granted an ex-
emption under section 4(c)(1) of the Com-
modity Exchange Act, or that is a multilateral 
clearing organization (as defined in section 408 
of this Act)’’; 
(2) in paragraph (6)—
(A) by redesignating subparagraphs (B) 
through (D) as subparagraphs (C) through (E), 
respectively; 
(B) by inserting after subparagraph (A) 
the following new subparagraph:
374
‘‘(B) an uninsured national bank or an un-
insured State bank that is a member of the 
Federal Reserve System, if the national bank or 
State member bank is not eligible to make ap-
plication to become an insured bank under sec-
tion 5 of the Federal Deposit Insurance Act;’’; 
and 
(C) by amending subparagraph (C), so re-
designated, to read as follows: 
‘‘(C) a branch or agency of a foreign bank, 
a foreign bank and any branch or agency of the 
foreign bank, or the foreign bank that estab-
lished the branch or agency, as those terms are 
defined in section 1(b) of the International 
Banking Act of 1978;’’; 
(3) in paragraph (11), by inserting before the 
period ‘‘and any other clearing organization with 
which such clearing organization has a netting con-
tract’’; 
(4) by amending paragraph (14)(A)(i) to read 
as follows: 
‘‘(i) means a contract or agreement 
between 2 or more financial institutions, 
clearing organizations, or members that 
provides for netting present or future pay-
375
ment obligations or payment entitlements 
(including liquidation or close out values 
relating to such obligations or entitle-
ments) among the parties to the agree-
ment; and’’; and 
(5) by adding at the end the following new 
paragraph: 
‘‘(15) PAYMENT.—The term ‘payment’ means a 
payment of United States dollars, another currency, 
or a composite currency, and a noncash delivery, in-
cluding a payment or delivery to liquidate an 
unmatured obligation.’’. 
(b) ENFORCEABILITY OF BILATERAL NETTING CON-
TRACTS.—Section 403 of the Federal Deposit Insurance 
Corporation Improvement Act of 1991 (12 U.S.C. 4403) 
is amended—
(1) by striking subsection (a) and inserting the 
following: 
‘‘(a) GENERAL RULE.—Notwithstanding any other 
provision of State or Federal law (other than paragraphs 
(8)(E), (8)(F), and (10)(B) of section 11(e) of the Federal 
Deposit Insurance Act, paragraphs (8)(E), (8)(F), and 
(10)(B) of section 207(c) of the Federal Credit Union Act, 
or any order authorized under section 5(b)(2) of the Secu-
rities Investor Protection Act of 1970), the covered con-
376
tractual payment obligations and the covered contractual 
payment entitlements between any 2 financial institutions 
shall be netted in accordance with, and subject to the con-
ditions of, the terms of any applicable netting contract (ex-
cept as provided in section 561(b)(2) of title 11, United 
States Code).’’; and 
(2) by adding at the end the following new sub-
section: 
‘‘(f) 
ENFORCEABILITY
OF
SECURITY
AGREE-
MENTS.—The provisions of any security agreement or ar-
rangement or other credit enhancement related to one or 
more netting contracts between any 2 financial institu-
tions shall be enforceable in accordance with their terms 
(except as provided in section 561(b)(2) of title 11, United 
States Code), and shall not be stayed, avoided, or other-
wise limited by any State or Federal law (other than para-
graphs (8)(E), (8)(F), and (10)(B) of section 11(e) of the 
Federal Deposit Insurance Act, paragraphs (8)(E), 
(8)(F), and (10)(B) of section 207(c) of the Federal Cred-
it Union Act, and section 5(b)(2) of the Securities Investor 
Protection Act of 1970).’’. 
(c) ENFORCEABILITY OF CLEARING ORGANIZATION 
NETTING CONTRACTS.—Section 404 of the Federal De-
posit Insurance Corporation Improvement Act of 1991 (12 
U.S.C. 4404) is amended—
377
(1) by striking subsection (a) and inserting the 
following: 
‘‘(a) GENERAL RULE.—Notwithstanding any other 
provision of State or Federal law (other than paragraphs 
(8)(E), (8)(F), and (10)(B) of section 11(e) of the Federal 
Deposit Insurance Act, paragraphs (8)(E), (8)(F), and 
(10)(B) of section 207(c) of the Federal Credit Union Act, 
and any order authorized under section 5(b)(2) of the Se-
curities Investor Protection Act of 1970), the covered con-
tractual payment obligations and the covered contractual 
payment entitlements of a member of a clearing organiza-
tion to and from all other members of a clearing organiza-
tion shall be netted in accordance with and subject to the 
conditions of any applicable netting contract (except as 
provided in section 561(b)(2) of title 11, United States 
Code).’’; and 
(2) by adding at the end the following new sub-
section: 
‘‘(h) 
ENFORCEABILITY
OF
SECURITY
AGREE-
MENTS.—The provisions of any security agreement or ar-
rangement or other credit enhancement related to one or 
more netting contracts between any 2 members of a clear-
ing organization shall be enforceable in accordance with 
their terms (except as provided in section 561(b)(2) of 
title 11, United States Code), and shall not be stayed,
378
avoided, or otherwise limited by any State or Federal law 
(other than paragraphs (8)(E), (8)(F), and (10)(B) of sec-
tion 11(e) of the Federal Deposit Insurance Act, para-
graphs (8)(E), (8)(F), and (10)(B) of section 207(c) of 
the Federal Credit Union Act, and section 5(b)(2) of the 
Securities Investor Protection Act of 1970).’’. 
(d) ENFORCEABILITY OF CONTRACTS WITH UNIN-
SURED
NATIONAL
BANKS, 
UNINSURED
FEDERAL 
BRANCHES AND AGENCIES, CERTAIN UNINSURED STATE 
MEMBER BANKS, AND EDGE ACT CORPORATIONS.—The 
Federal Deposit Insurance Corporation Improvement Act 
of 1991 (12 U.S.C. 4401 et seq.) is amended—
(1) by redesignating section 407 as section 
407A; and 
(2) by inserting after section 406 the following 
new section: 
‘‘SEC. 407. TREATMENT OF CONTRACTS WITH UNINSURED 
NATIONAL 
BANKS, 
UNINSURED 
FEDERAL 
BRANCHES AND AGENCIES, CERTAIN UNIN-
SURED STATE MEMBER BANKS, AND EDGE 
ACT CORPORATIONS. 
‘‘(a) IN GENERAL.—Notwithstanding any other pro-
vision of law, paragraphs (8), (9), (10), and (11) of section 
11(e) of the Federal Deposit Insurance Act shall apply 
to an uninsured national bank or uninsured Federal
379
branch or Federal agency, a corporation chartered under 
section 25A of the Federal Reserve Act, or an uninsured 
State member bank which operates, or operates as, a mul-
tilateral clearing organization pursuant to section 409 of 
this Act, except that for such purpose—
‘‘(1) any reference to the ‘Corporation as re-
ceiver’ or ‘the receiver or the Corporation’ shall refer 
to the receiver appointed by the Comptroller of the 
Currency in the case of an uninsured national bank 
or uninsured Federal branch or agency, or to the re-
ceiver appointed by the Board of Governors of the 
Federal Reserve System in the case of a corporation 
chartered under section 25A of the Federal Reserve 
Act or an uninsured State member bank; 
‘‘(2) any reference to the ‘Corporation’ (other 
than in section 11(e)(8)(D) of such Act), the ‘Cor-
poration, whether acting as such or as conservator 
or receiver’, a ‘receiver’, or a ‘conservator’ shall refer 
to the receiver or conservator appointed by the 
Comptroller of the Currency in the case of an unin-
sured national bank or uninsured Federal branch or 
agency, or to the receiver or conservator appointed 
by the Board of Governors of the Federal Reserve 
System in the case of a corporation chartered under
380
section 25A of the Federal Reserve Act or an unin-
sured State member bank; and 
‘‘(3) any reference to an ‘insured depository in-
stitution’ or ‘depository institution’ shall refer to an 
uninsured national bank, an uninsured Federal 
branch or Federal agency, a corporation chartered 
under section 25A of the Federal Reserve Act, or an 
uninsured State member bank which operates, or op-
erates as, a multilateral clearing organization pursu-
ant to section 409 of this Act. 
‘‘(b) LIABILITY.—The liability of a receiver or conser-
vator of an uninsured national bank, uninsured Federal 
branch or agency, a corporation chartered under section 
25A of the Federal Reserve Act, or an uninsured State 
member bank which operates, or operates as, a multilat-
eral clearing organization pursuant to section 409 of this 
Act, shall be determined in the same manner and subject 
to the same limitations that apply to receivers and con-
servators of insured depository institutions under section 
11(e) of the Federal Deposit Insurance Act. 
‘‘(c) REGULATORY AUTHORITY.—
‘‘(1) IN
GENERAL.—The Comptroller of the 
Currency in the case of an uninsured national bank 
or uninsured Federal branch or agency and the 
Board of Governors of the Federal Reserve System
381
in the case of a corporation chartered under section 
25A of the Federal Reserve Act, or an uninsured 
State member bank that operates, or operates as, a 
multilateral clearing organization pursuant to sec-
tion 409 of this Act, in consultation with the Fed-
eral Deposit Insurance Corporation, may each pro-
mulgate regulations solely to implement this section. 
‘‘(2) SPECIFIC
REQUIREMENT.—In promul-
gating regulations, limited solely to implementing 
paragraphs (8), (9), (10), and (11) of section 11(e) 
of the Federal Deposit Insurance Act, the Comp-
troller of the Currency and the Board of Governors 
of the Federal Reserve System each shall ensure 
that the regulations generally are consistent with the 
regulations and policies of the Federal Deposit In-
surance Corporation adopted pursuant to the Fed-
eral Deposit Insurance Act. 
‘‘(d) DEFINITIONS.—For purposes of this section, the 
terms ‘Federal branch’, ‘Federal agency’, and ‘foreign 
bank’ have the same meanings as in section 1(b) of the 
International Banking Act of 1978.’’. 
SEC. 907. BANKRUPTCY LAW AMENDMENTS. 
(a) DEFINITIONS OF FORWARD CONTRACT, REPUR-
CHASE AGREEMENT, SECURITIES CLEARING AGENCY, 
SWAP AGREEMENT, COMMODITY CONTRACT, AND SECU-
382
RITIES CONTRACT.—Title 11, United States Code, is 
amended—
(1) in section 101—
(A) in paragraph (25)—
(i) by striking ‘‘means a contract’’ 
and inserting ‘‘means—
‘‘(A) a contract’’; 
(ii) by striking ‘‘, or any combination 
thereof or option thereon;’’ and inserting 
‘‘, or any other similar agreement;’’; and 
(iii) by adding at the end the fol-
lowing: 
‘‘(B) any combination of agreements or 
transactions referred to in subparagraphs (A) 
and (C); 
‘‘(C) any option to enter into an agreement 
or transaction referred to in subparagraph (A) 
or (B); 
‘‘(D) a master agreement that provides for 
an agreement or transaction referred to in sub-
paragraph (A), (B), or (C), together with all 
supplements to any such master agreement, 
without regard to whether such master agree-
ment provides for an agreement or transaction 
that is not a forward contract under this para-
383
graph, except that such master agreement shall 
be considered to be a forward contract under 
this paragraph only with respect to each agree-
ment or transaction under such master agree-
ment that is referred to in subparagraph (A), 
(B), or (C); or 
‘‘(E) any security agreement or arrange-
ment, or other credit enhancement related to 
any agreement or transaction referred to in 
subparagraph (A), (B), (C), or (D), including 
any guarantee or reimbursement obligation by 
or to a forward contract merchant or financial 
participant in connection with any agreement or 
transaction referred to in any such subpara-
graph, but not to exceed the damages in con-
nection with any such agreement or transaction, 
measured in accordance with section 562;’’; 
(B) in paragraph (46), by striking ‘‘on any 
day during the period beginning 90 days before 
the date of’’ and inserting ‘‘at any time before’’; 
(C) by amending paragraph (47) to read 
as follows: 
‘‘(47) ‘repurchase agreement’ (which definition 
also applies to a reverse repurchase agreement)—
‘‘(A) means—
384
‘‘(i) an agreement, including related 
terms, which provides for the transfer of 
one or more certificates of deposit, mort-
gage related securities (as defined in sec-
tion 3 of the Securities Exchange Act of 
1934), mortgage loans, interests in mort-
gage related securities or mortgage loans, 
eligible bankers’ acceptances, qualified for-
eign government securities (defined as a 
security that is a direct obligation of, or 
that is fully guaranteed by, the central 
government of a member of the Organiza-
tion for Economic Cooperation and Devel-
opment), or securities that are direct obli-
gations of, or that are fully guaranteed by, 
the United States or any agency of the 
United States against the transfer of funds 
by the transferee of such certificates of de-
posit, eligible bankers’ acceptances, securi-
ties, mortgage loans, or interests, with a 
simultaneous agreement by such transferee 
to transfer to the transferor thereof certifi-
cates of deposit, eligible bankers’ accept-
ance, securities, mortgage loans, or inter-
ests of the kind described in this clause, at
385
a date certain not later than 1 year after 
such transfer or on demand, against the 
transfer of funds; 
‘‘(ii) any combination of agreements 
or transactions referred to in clauses (i) 
and (iii); 
‘‘(iii) an option to enter into an agree-
ment or transaction referred to in clause 
(i) or (ii); 
‘‘(iv) a master agreement that pro-
vides for an agreement or transaction re-
ferred to in clause (i), (ii), or (iii), together 
with all supplements to any such master 
agreement, without regard to whether such 
master agreement provides for an agree-
ment or transaction that is not a repur-
chase agreement under this paragraph, ex-
cept that such master agreement shall be 
considered to be a repurchase agreement 
under this paragraph only with respect to 
each agreement or transaction under the 
master agreement that is referred to in 
clause (i), (ii), or (iii); or 
‘‘(v) any security agreement or ar-
rangement or other credit enhancement re-
386
lated to any agreement or transaction re-
ferred to in clause (i), (ii), (iii), or (iv), in-
cluding any guarantee or reimbursement 
obligation by or to a repo participant or fi-
nancial participant in connection with any 
agreement or transaction referred to in 
any such clause, but not to exceed the 
damages in connection with any such 
agreement or transaction, measured in ac-
cordance with section 562 of this title; and 
‘‘(B) does not include a repurchase obliga-
tion under a participation in a commercial 
mortgage loan;’’; 
(D) in paragraph (48), by inserting ‘‘, or 
exempt from such registration under such sec-
tion pursuant to an order of the Securities and 
Exchange Commission,’’ after ‘‘1934’’; and 
(E) by amending paragraph (53B) to read 
as follows: 
‘‘(53B) ‘swap agreement’—
‘‘(A) means—
‘‘(i) any agreement, including the 
terms and conditions incorporated by ref-
erence in such agreement, which is—
387
‘‘(I) an interest rate swap, op-
tion, future, or forward agreement, in-
cluding a rate floor, rate cap, rate col-
lar, cross-currency rate swap, and 
basis swap; 
‘‘(II) a spot, same day-tomorrow, 
tomorrow-next, forward, or other for-
eign exchange or precious metals 
agreement; 
‘‘(III) a currency swap, option, 
future, or forward agreement; 
‘‘(IV) an equity index or equity 
swap, option, future, or forward 
agreement; 
‘‘(V) a debt index or debt swap, 
option, future, or forward agreement; 
‘‘(VI) a total return, credit 
spread or credit swap, option, future, 
or forward agreement; 
‘‘(VII) a commodity index or a 
commodity swap, option, future, or 
forward agreement; or 
‘‘(VIII) a weather swap, weather 
derivative, or weather option;