reductions in retiree benefits or under subsection (d) or 
(e) of section 1113 to impose reductions in the health ben-
efits of active employees of the debtor, or has otherwise 
reduced or eliminated health benefits for employees or re-
tirees of the debtor on are after the date that is 1 year 
before the date of the commencement of the case.’’. 
SEC. 305. RECOVERY OF EXECUTIVE COMPENSATION. 
(a) IN GENERAL.—Subchapter III of chapter 5 of 
title 11, United States Code, is amended by inserting after 
section 562 the following: 
‘‘§ 563. Recovery of executive compensation 
‘‘(a) If a debtor has obtained relief under section 
1113(d) or section 1114(g), by which the debtor reduces 
the cost of its obligations under a collective bargaining 
agreement or a plan, fund, or program for retiree benefits 
(as defined in section 1114(a)), the court, in granting re-
lief, shall determine the percentage diminution in the value 
of the obligations when compared to the obligations of the 
debtor under the collective bargaining agreement, or with 
respect to retiree benefits, as of the date of the commence-
ment of the case under this title before granting such re-
lief. In making its determination, the court shall include 
reductions in benefits, if any, as a result of the termi-
nation pursuant to section 4041 or 4042 of the Employee 
Retirement Income Security Act of 1974 (29 U.S.C. 1341, 
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1342), of a defined benefit plan administered by the debt-
or, or for which the debtor is a contributing employer, ef-
fective at any time on or after 180 days before the date 
of the commencement of a case under this title. The court 
shall not take into account pension benefits paid or pay-
able under that Act as a result of any such termination. 
‘‘(b) If a defined benefit pension plan administered 
by the debtor, or for which the debtor is a contributing 
employer, has been terminated pursuant to section 4041 
or 4042 of the Employee Retirement Income Security Act 
of 1974 (29 U.S.C. 1341, 1342), effective at any time on 
or after 180 days before the date of the commencement 
of a case under this title, but a debtor has not obtained 
relief under section 1113(d), or section 1114(g), the court, 
upon motion of a party in interest, shall determine the 
percentage diminution in the value of benefit obligations 
when compared to the total benefit liabilities before such 
termination. The court shall not take into account pension 
benefits paid or payable under title IV of the Employee 
Retirement Income Security Act of 1974 (29 U.S.C. 1301 
et seq.) as a result of any such termination. 
‘‘(c) Upon the determination of the percentage dimi-
nution in value under subsection (a) or (b), the estate shall 
have a claim for the return of the same percentage of the 
compensation paid, directly or indirectly (including any 
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transfer to a self-settled trust or similar device, or to a 
nonqualified deferred compensation plan under section 
409A(d)(1) of the Internal Revenue Code of 1986) to any 
officer of the debtor serving as member of the board of 
directors of the debtor within the year before the date of 
the commencement of the case, and any individual serving 
as chairman or lead director of the board of directors at 
the time of the granting of relief under section 1113 or 
1114 or, if no such relief has been granted, the termi-
nation of the defined benefit plan. 
‘‘(d) The trustee or a committee appointed pursuant 
to section 1102 may commence an action to recover such 
claims, except that if neither the trustee nor such com-
mittee commences an action to recover such claim by the 
first date set for the hearing on the confirmation of plan 
under section 1129, any party in interest may apply to 
the court for authority to recover such claim for the ben-
efit of the estate. The costs of recovery shall be borne by 
the estate. 
‘‘(e) The court shall not award postpetition com-
pensation under section 503(c) or otherwise to any person 
subject to subsection (c) of this section if there is a reason-
able likelihood that such compensation is intended to reim-
burse or replace compensation recovered by the estate 
under this section.’’. 
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(b) TECHNICAL AND CONFORMING AMENDMENT.— 
The table of sections for chapter 5 of title 11, United 
States Code, is amended by inserting after the item relat-
ing to section 562 the following: 
‘‘563. Recovery of executive compensation.’’. 
SEC. 306. PREFERENTIAL COMPENSATION TRANSFER. 
Section 547 of title 11, United States Code, is 
amended by adding at the end the following: 
‘‘(j)(1) The trustee may avoid a transfer— 
‘‘(A) made— 
‘‘(i) to, or for the benefit of, an insider of 
the debtor (including an obligation incurred for 
the benefit of an insider under an employment 
contract), a senior executive officer of the debt-
or, the 20 highest compensated employees of 
the debtor who are not insiders or senior execu-
tive officers, any department or division man-
ager of the debtor, or any consultant providing 
services to the debtor made in anticipation of 
bankruptcy; or 
‘‘(ii) in anticipation of bankruptcy to a 
consultant who is formerly an insider and who 
is retained to provide services to an entity that 
becomes a debtor (including an obligation under 
a contract to provide services to such entity or 
to a debtor); and 
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‘‘(B) made or incurred on or within 1 year be-
fore the filing of the petition. 
‘‘(2) No provision of subsection (c) shall constitute 
a defense against the recovery of a transfer described in 
paragraph (1). 
‘‘(3) The trustee or a committee appointed pursuant 
to section 1102 may commence an action to recover a 
transfer described in paragraph (1), except that, if neither 
the trustee nor such committee commences an action to 
recover the transfer by the time of the commencement of 
a hearing on the confirmation of a plan under section 
1129, any party in interest may apply to the court for 
authority to recover the claims for the benefit of the es-
tate. The costs of recovery shall be borne by the estate.’’. 
TITLE IV—OTHER PROVISIONS 
SEC. 401. UNION PROOF OF CLAIM. 
Section 501(a) of title 11, United States Code, is 
amended by inserting ‘‘, including a labor organization,’’ 
after ‘‘A creditor’’. 
SEC. 402. EXCEPTION FROM AUTOMATIC STAY. 
Section 362(b) of title 11, United States Code, is 
amended— 
(1) in paragraph (28), by striking ‘‘and’’ at the 
end; 
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(2) in paragraph (29), by striking the period at 
the end and inserting ‘‘; and’’; and 
(3) by inserting after paragraph (29) the fol-
lowing: 
‘‘(30) of the commencement or continuation of 
a grievance, arbitration, or similar dispute resolution 
proceeding established by a collective bargaining 
agreement that was or could have been commenced 
against the debtor before the filing of a case under 
this title, or the payment or enforcement of an 
award or settlement under such proceeding.’’. 
SEC. 403. EFFECT ON COLLECTIVE BARGAINING AGREE-
MENTS UNDER THE RAILWAY LABOR ACT. 
Section 103 of title 11, United States Code, is 
amended by adding at the end the following: 
‘‘(m) Notwithstanding sections 365, 1113, or 1114, 
neither the court nor the trustee may change the wages, 
working conditions, or retirement benefits of an employee 
or a retiree of the debtor established by a collective bar-
gaining agreement that is subject to the Railway Labor 
Act (45 U.S.C. 151 et seq.), except in accordance with 
section 6 of that Act (45 U.S.C. 156).’’. 
Æ 
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