I
103D CONGRESS
1ST SESSION
H. R. 1713
To establish the Resolution, Asset Management, and Liquidation Agency
as a successor to the Resolution Trust Corporation, to abolish the Thrift
Depositor Protection Oversight Board and the Resolution Trust Corpora-
tion, and for other purposes.
IN THE HOUSE OF REPRESENTATIVES
APRIL 7, 1993
Mr. VENTO introduced the following bill; which was referred to the Committee
on Banking, Finance and Urban Affairs
A BILL
To establish the Resolution, Asset Management, and Liquida-
tion Agency as a successor to the Resolution Trust Cor-
poration, to abolish the Thrift Depositor Protection Over-
sight Board and the Resolution Trust Corporation, 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 ‘‘Revitalization of De-
pository Institution Liquidation Procedures Act of 1993’’.
TITLE I—SINGLE AGENCY FOR
CONSERVATOR AND RECEIV-
ERSHIP POWERS
SEC. 101. ESTABLISHMENT OF RESOLUTION, ASSET MAN-
AGEMENT, AND LIQUIDATION AGENCY.
(a) IN GENERAL.—Section 21A of the Federal Home
Loan Bank Act (12 U.S.C. 1441a) is amended by striking
subsections (a) and (b) and inserting the following new
subsections:
‘‘(a) RESOLUTION, ASSET MANAGEMENT, AND LIQ-
UIDATION AGENCY.—
‘‘(1) ESTABLISHMENT.—There is hereby estab-
lished an agency in the executive branch to be
known as the Resolution, Asset Management, and
Liquidation Agency (hereafter in this section re-
ferred to as the ‘Agency’) under the direction of the
Secretary of the Treasury.
‘‘(2) MANAGEMENT.—
‘‘(A) ADMINISTRATOR.—The agency shall
be under the management of an Administrator
(hereafter in this section referred to as the ‘Ad-
ministrator’) who shall be appointed by the
President, by and with the advice and consent
of the Senate, and shall serve at the pleasure
of the President.
‘‘(B) DEPUTY ADMINISTRATOR.—
‘‘(i) 
APPOINTMENT.—The 
Agency
shall have a Deputy Administrator who
shall be appointed by the President, by and
with the advice and consent of the Senate.
‘‘(ii) DUTIES
AND
POWERS.—The
Deputy Administrator shall—
‘‘(I) perform such duties and ex-
ercise such powers as the Adminis-
trator may prescribe; and
‘‘(II) exercise the duties and pow-
ers of the Administrator when the Ad-
ministrator is absent or unable to
serve or when the position of the Ad-
ministrator is vacant.
‘‘(3) STAFF.—
‘‘(A) IN GENERAL.—Subject to other pro-
visions of this section and section 104 of the
Revitalization of Depository Institution Liq-
uidation Procedures Act of 1993, the Adminis-
trator may appoint, direct, and fix the pay and
number of such officers and employees as the
administrator determines to be appropriate.
‘‘(B) NONAPPLICABILITY OF OTHER PRO-
VISIONS.—Chapter 51 and subchapters III, VII,
and VIII of chapter 53 of title 5, United States
Code, shall not apply to the appointment or
compensation of employees of the Adminis-
trator.
‘‘(C) 
STAFF
FOR
PURSUING
CLAIMS
AGAINST INSTITUTION-AFFILIATED PARTIES.—
‘‘(i) IN GENERAL.—The Administrator
shall maintain an executive-level position
and dedicated staff to assist and advise the
Administrator and other agencies in pursu-
ing cases, civil claims, and administrative
enforcement actions against institution-af-
filiated parties of insured depository insti-
tutions under the jurisdiction of the Ad-
ministrator.
‘‘(ii) DUTIES.—Staff appointed under
clause (i) shall have such duties as the Ad-
ministrator establishes, including the duty
to compile and publish a semiannual report
to the Congress on the coordinated pursuit
of claims by all Federal financial institu-
tion regulatory agencies, including the De-
partment of Justice and the Securities and
Exchange Commission.
‘‘(D) UTILIZATION
OF
PERSONNEL
OF
OTHER AGENCIES.—With the agreement of any
executive agency (as defined in section 105 of
title 5, United States Code), the Administrator
shall, whenever practicable, utilize the personnel
of any such agency on a reimbursable basis to
cover actual and reasonable expenses.
‘‘(E) PROHIBITION ON PAYMENTS OF BO-
NUSES.—Notwithstanding any other provision
of law, the Administrator may not pay any offi-
cer whose annual rate of basic pay is equal to
or greater than the annual rate of basic pay
which is payable under Level I of the Executive
Schedule any bonus, award, or other similar
cash payment.
‘‘(4) COMPENSATION AND GRADE.—
‘‘(A) IN
GENERAL.—The Administrator
shall, at all times, classify jobs in the same
manner as the Federal Deposit Insurance Cor-
poration and shall provide the same rates of
basic pay and additional compensation and ben-
efits to employees as those provided to employ-
ees of the Federal Deposit Insurance Corpora-
tion.
‘‘(B) 
PARTICIPATION
IN
BENEFIT
PLANS.—Employees of the Agency shall be per-
mitted by the Administrator and the Federal
Deposit Insurance Corporation to participate in
the same health, insurance, pension, and other
benefit plans available to employees of the Fed-
eral Deposit Insurance Corporation under the
same conditions available to employees of the
Federal Deposit Insurance Corporation.
‘‘(C) 
REIMBURSEMENT.—The 
Adminis-
trator shall reimburse the Federal Deposit In-
surance Corporation for any additional costs in-
curred by such corporation with respect to em-
ployees of the Agency pursuant to this para-
graph.
‘‘(5) REORGANIZATIONS.—
‘‘(A) IN
GENERAL.—If, pursuant to a
transfer of functions, a major reorganization, a
reduction-in-force or otherwise, the Adminis-
trator, in the sole discretion of the Adminis-
trator, determines that the services of an em-
ployee are unnecessary, the Administrator shall
transfer, and the Federal Deposit Insurance
Corporation shall accept, such employee at the
closest office of the Federal Deposit Insurance
Corporation in accordance with the provisions
of paragraphs (1), (2), and (4) of section 404
of the Financial Institutions Reform, Recovery
and Enforcement Act of 1989.
‘‘(B) APPLICABILITY
OF
SECTION
404.—
Paragraphs (1), (2), and (4) of section 404 of
the Financial Institutions Reform, Recovery,
and Enforcement Act of 1989 shall apply with
respect to each employee referred to in subpara-
graph (A) (of this paragraph) in the same man-
ner such paragraphs applied with respect to
employees identified for transfer under section
403(b) of such Act.
‘‘(6) AGREEMENTS
LIMITING
RIGHTS.—The
protections provided to employees pursuant to para-
graphs (4) and (5) may not be limited or modified
by contract, interagency agreement, or otherwise.
‘‘(7) GAO STUDY
OF
TEMPORARY
EMPLOY-
EES.—Within 6 months of the transfer of employees
to the Administrator pursuant to this section, the
Comptroller General of the United States shall issue
a report concerning the advisability of limiting the
Agency’s continued use of Liquidation Grade em-
ployees.
‘‘(8) SUNSET PROVISION.—The authority of the
Administrator and the Agency to be appointed as a
conservator or receiver of an insured depository in-
stitution (as defined in section 3(c) of the Federal
Deposit Insurance Act) shall cease on October 1,
1998.
‘‘(b) DUTIES AND POWERS.—
‘‘(1) DUTY TO RESOLVE FAILED DEPOSITORY
INSTITUTIONS.—The duty of the Administrator shall
be to manage and resolve all insured depository in-
stitutions for which the Administrator has been ap-
pointed conservator or receiver.
‘‘(2) GENERAL
POWERS.—In addition to the
conservatorship and receivership powers under sec-
tions 21C and 21D with regard to all insured depos-
itory institutions and subject to any other provision
of this section, the Administrator shall have the fol-
lowing powers:
‘‘(A) To adopt, alter, and use an agency
seal.
‘‘(B) To enter into contracts.
‘‘(C) To make advance, progress, or other
payments.
‘‘(D) To acquire, hold, lease, mortgage,
maintain, or dispose of, at public or private
sale, real and personal property, using any le-
gally available private sector methods, including
securitization of debt or equity, limited partner-
ships, mortgage investment conduits, and real
estate investment trusts, and otherwise exercise
all the usual incidents of ownership of property
necessary and convenient to the operations of
the Agency.
‘‘(E) To sue and be sued in any court of
competent jurisdiction.
‘‘(F) To deposit any securities or funds
held by the Agency in any facility or depositary
described in section 13(b) of the Federal De-
posit Insurance Act under the terms and condi-
tions applicable to the Federal Deposit Insur-
ance Corporation under such section 13(b) and
pay fees with respect to, and receive interest
and dividends on, any such deposit.
‘‘(G) To take warrants, voting and
nonvoting equity, or other participation inter-
ests in institutions or assets or properties of in-
stitutions for which the Agency has been ap-
pointed conservator or receiver.
‘‘(H) To make loans and, with respect to
eligible residential properties, develop risk shar-
ing structures and other credit enhancements to
assist in the provision of property ownership,
rental, and cooperative housing opportunities
for lower- and moderate-income families.
‘‘(I) To exercise any other power estab-
lished under this section and such incidental
powers as are necessary to carry out the Ad-
ministrator’s duties and functions under this
section and sections 21C and 21D.
‘‘(3) SPECIAL
POWERS.—In addition to the
powers of the Administrator described in paragraph
(2), the Administrator shall have the following
powers:
‘‘(A) 
CONTRACTS.—The 
Administrator
may enter into contracts with any person, in-
cluding State housing finance authorities (as
such term is defined in section 1301 of the Fi-
nancial Institutions Reform, Recovery, and En-
forcement Act of 1989) and insured depository
institutions, which the Administrator deter-
mines to be necessary or appropriate to carry
out its responsibilities under this section. Such
contracts shall be subject to the procedures
adopted pursuant to paragraph (7).
‘‘(B) UTILIZATION OF PRIVATE SECTOR.—
In carrying out the Administrator’s duties
under this section and sections 21C and 21D,
the Administrator shall utilize the services of
private persons, including real estate and loan
portfolio asset management, property manage-
ment, auction marketing, and brokerage serv-
ices, if such services are available in the private
sector and the Administrator determines utiliza-
tion of such services are practicable and effi-
cient.
‘‘(C) MERGERS
AND
CONSOLIDATIONS.—
The Administrator may require a merger or
consolidation of any institution over which the
Administrator has jurisdiction, if such merger
or consolidation is consistent with section
13(c)(4) of the Federal Deposit Insurance Act.
‘‘(D) ORGANIZATION OF SAVINGS ASSOCIA-
TIONS.—The Administrator may organize 1 or
more Federal savings associations—
‘‘(i) which shall be chartered by the
Director of the Office of Thrift Super-
vision,
‘‘(ii) the deposits of which, if any,
shall be insured by the Federal Deposit In-
surance Corporation through the Savings
Association Insurance Fund, and
‘‘(iii) which shall operate in accord-
ance with subsection (e).
‘‘(4) OATHS; SUBPOENAS.—
‘‘(A) IN GENERAL.—In the course of, or in
connection with, any proceeding under this sec-
tion, or in connection with any claim, the Ad-
ministrator and any representative of the Ad-
ministrator, including any person designated to
conduct any hearing under this section, shall
have the following powers:
‘‘(i) To administer oaths and affirma-
tions.
‘‘(ii) To take depositions or cause
depositions to be taken.
‘‘(iii) To issue, revoke, quash, or mod-
ify subpoenas and subpoenas duces tecum.
‘‘(B) SUBPOENAS.—The attendance of wit-
nesses and the production of documents pro-
vided for in this subsection may be required
from any place in any State or in any territory
or other place subject to the jurisdiction of the
United States at any designated place where
such proceeding is being conducted.
‘‘(C) ENFORCEMENT
OF
SUBPOENAS.—
The Administrator or any party to proceedings
under this section may apply to the United
States District Court for the District of Colum-
bia, or the United States district court for the
judicial district or the United States court in
any territory in which such proceeding is being
conducted, or where the witness resides or car-
ries on business, for enforcement of any sub-
poena or subpoena duces tecum issued pursuant
to this subsection, and such courts shall have
jurisdiction and power to order and require
compliance with the subpoena or subpoena
duces tecum.
‘‘(D) WITNESS FEES.—Witnesses subpoe-
naed under this subsection shall be paid the
same fees and mileage that are paid witnesses
in the district courts of the United States.
‘‘(E) ATTORNEYS’ FEES.—
‘‘(i) AWARD.—Any court having juris-
diction of any proceeding instituted under
this section by an insured depository insti-
tution or a director or officer of any insti-
tution, may allow to any such party such
reasonable expenses and attorneys’ fees as
the court deems just and proper.
‘‘(ii) PAYMENT.—Any expenses or fees
awarded under clause (i) by any court shall
be paid by the depository institution or by
the Administrator from assets of the insti-
tution.
‘‘(F) MISDEMEANOR.—Any person who
willfully fails or refuses to attend and testify or
to answer any lawful inquiry or to produce
books, papers, correspondence, memoranda,
contracts, agreements, or other records, if in
such person’s power to do so, in obedience to
the subpoena of the Administrator, shall, upon
conviction, be subject to a fine under title 18,
United States Code, imprisonment for a term of
not more than 1 year, or both.
‘‘(5) CONDUCT OF ADMINISTRATOR’S DUTIES AS
CONSERVATOR
OR
RECEIVER.—The Administrator
shall carry out the Administrator’s responsibilities as
conservator or receiver for insured depository insti-
tutions in a manner which—
‘‘(A) maximizes the net present value re-
turn from the sale or other disposition of—
‘‘(i) institutions for which the Admin-
istrator has been appointed conservator or
receiver; or
‘‘(ii) the assets of such institutions;
‘‘(B) minimizes the impact of such trans-
actions on local real estate and financial mar-
kets;
‘‘(C) makes efficient use of funds obtained
from the Treasury of the United States (wheth-
er by appropriation or borrowing, including
funds borrowed from the Federal Financing
Bank);
‘‘(D) minimizes the amount of any loss re-
alized in the resolution of cases; and
‘‘(E) maximizes the preservation of the
availability and affordability of residential real
property for low- and moderate-income individ-
uals.
‘‘(6) PROHIBITED
PRACTICES.—The Adminis-
trator may not use any authority under this sub-
section to engage in any of the following activities:
‘‘(A) Sell assets of an insured depository
institution by providing a loan for any portion
of the purchase price which—
‘‘(i) defers or delays the payment of
interest; or
‘‘(ii) obligates the purchaser to pay in-
terest only out of the net income realized
by the purchaser from the assets.
‘‘(B) Arrange for the issuance of securities
backed by a pool of the loan assets of an in-
sured depository institution unless the assets—
‘‘(i) have been evaluated using similar
underwriting standards and criteria;
‘‘(ii) have long average maturities;
‘‘(iii) do not require balloon payments
of principal; and
‘‘(iv) provide for the payment of inter-
est at rates that are based upon the same
indexes,
and unless any representation or warranty of-
fered with the security does not guarantee to
the purchaser of the securities, directly or indi-
rectly, an investment return.
‘‘(C) require the inclusion of an asset of an
insured depository institution in a bulk sale of
assets if the Agency has received a good faith
offer to purchase the asset for a price and on
terms that would result in proceeds to the
Agency in excess of those that would be realized
for that asset in the bulk sale.
‘‘(D) LIMITATION ON CAPITAL CONTRIBU-
TION AUTHORITY.—
‘‘(i) IN GENERAL.—The Agency may
not make any payment in the form of a
capital contribution to a depository institu-
tion which, at the time of payment, is an
institution for which the Agency or any
other person is acting as conservator.
‘‘(ii) LENDING
AUTHORITY
NOT
AF-
FECTED.—Clause (i) shall not be con-
strued as prohibiting the Corporation from
making loans or advances to any such in-
stitution.
‘‘(7) REGULATIONS, POLICIES, AND
PROCE-
DURES.—
‘‘(A) 
STRATEGIES, 
POLICIES, 
AND
GOALS.—The Administrator may prescribe such
regulations and issue such orders, in accordance
with subchapter II of chapter 5 of title 5, Unit-
ed States Code, as the Administrator deter-
mines to be appropriate to carry out this sec-
tion and sections 21C and 21D.
‘‘(B) PREPARATION AND MAINTENANCE OF
RECORDS RELATING TO SOLICITATION AND AC-
CEPTANCE
OF
OFFERS.—The Administrator
shall—
‘‘(i) document decisions made in the
solicitation and selection process and the
reasons for the decisions; and
‘‘(ii) maintain such documentation in
the offices of the Agency, as well as any
other documentation relating to the solici-
tation and selection process.
‘‘(C) DISTRESSED AREAS.—
‘‘(i) IN GENERAL.—In developing the
Agency’s policies for implementing this
section, the Administrator shall take the
action described in clause (ii) to avoid ad-
verse economic impact for those real estate
markets that are distressed.
‘‘(ii) VALUATION AND DISPOSITION.—
‘‘(I) IN GENERAL.—The Admin-
istrator shall establish an appraisal or
other valuation method for determin-
ing the market value of real property.
‘‘(II) CONSIDERATION
OF
CER-
TAIN
FACTORS.—With respect to a
percent of the market value estab-
lished by the Administrator.
‘‘(II) 
CHANGE
IN
PERCENT-
AGE.—The Administrator, in the Ad-
ministrator’s discretion, may change
the percentage provided in subclause
(I) from time to time if the Adminis-
trator determines that such change
does not adversely impact the objec-
tives set forth in paragraph (5).
‘‘(ii) 
SELL
A
REAL
PROPERTY
ASSET.—The term ‘sell a real property
asset’ means to convey all title and interest
in a piece of tangible real property in
which the Administrator has a fee simple
or equivalent interest.
‘‘(iii) REAL
PROPERTY.—The term
‘real property’ does not include loans se-
cured by real property, joint ventures, par-
ticipation interests, options, or other simi-
lar interests.
‘‘(iv) SELL.—The term ‘sell’ does not
include hypothecation of assets, issuance of
asset backed securities, issuance of joint
ventures, or participation interests, or
other similar activities.
‘‘(v) DISTRESSED AREA.—
‘‘(I) IN
GENERAL.—The term
‘distressed area’ means the geographic
areas in those political subdivisions
designated from time to time by the
Administrator as having depressed
real estate markets.
‘‘(II) INITIAL
DESIGNATIONS.—
Unless the Administrator designates
otherwise, the States of Arkansas,
Colorado, Louisiana, New Mexico,
Oklahoma, and Texas shall be deemed
to be distressed areas for purposes of
this subsection.
‘‘(vi) MARKET
VALUE.—The term
‘market value’ means the most probable
price which a property should bring in a
competitive and open market if—
‘‘(I) all conditions requisite to a
fair sale are present,
‘‘(II) the buyer and seller are
acting prudently and are knowledge-
able, and
‘‘(III) the price is not affected by
any undue stimulus.
‘‘(E) REAL ESTATE ASSET DIVISION.—
‘‘(i) ESTABLISHMENT.—The Adminis-
trator shall establish a Real Estate Asset
Division to assist and advise the Adminis-
trator with respect to the management,
sale, or other disposition of real property
assets of institutions for which the Admin-
istrator has been appointed conservator or
receiver.
‘‘(ii) DUTIES.—The Real Estate Asset
Division shall have such duties as the Ad-
ministrator establishes, including the publi-
cation of an inventory of real property as-
sets of institutions subject to the jurisdic-
tion of the Administrator.
‘‘(iii) INVENTORY.—The inventory re-
quired under clause (ii) shall be updated
and published semiannually and shall iden-
tify properties with natural, cultural, rec-
reational, or scientific values of special sig-
nificance.
‘‘(8) PERIODIC FINANCING STATEMENTS.—The
Administrator shall prepare periodic financing state-
ments for the Congress and the Secretary of the
Treasury which shall detail—
‘‘(A) anticipated funding requirements for
operations, case resolution, and asset liquida-
tion,
‘‘(B) anticipated payments on previously
issued notes, guarantees, other obligations, and
related activities, and
‘‘(C) any proposed use of notes, guarantees
or other obligations.
‘‘(9) GOAL FOR PARTICIPATION OF SMALL BUSI-
NESS CONCERNS.—The Administrator shall have an
annual goal that presents the maximum practicable
opportunity for small business concerns and small
business concerns owned and controlled by socially
and economically disadvantaged individuals to par-
ticipate in the performance of contracts awarded by
the Administrator.’’.
(b) TEMPORARY PRESIDENTIAL DETAIL TO FILL AD-
MINISTRATOR’S POSITION.—The position of Adminis-
trator of the Resolution, Asset Management, and Liquida-
tion Agency may be treated by the President as a position
which is vacant as of the date of the enactment of this
Act due to a resignation for purposes of section 3347 of
title 5, United States Code.
(c) EXEMPTION FROM PROVISIONS RELATING
TO
THE ACQUISITION AND DISPOSAL OF REAL PROPERTY.—
Section 602 of the Federal Property and Administrative
Services Act of 1949 (40 U.S.C. 474) is amended by—
(1) redesignating subsection (f) as subsection
(g); and
(2) inserting after subsection (e) the following
new subsection:
‘‘(f) INAPPLICABILITY TO RAMLA.—Titles I, II, IV,
and VIII of this Act shall not apply with respect to the
acquisition or disposal of real property by the Adminis-
trator of the Resolution, Asset Management, and Liquida-
tion Agency.’’.
(d) TECHNICAL AND CONFORMING AMENDMENTS.—
(1) Section 21A of the Federal Home Loan
Bank Act (12 U.S.C. 1441a) is amended by striking
‘‘Corporation’’, ‘‘Thrift Depositor Protection Over-
sight Board’’ and ‘‘chief executive officer’’ each
place any such term appears (other than in sub-
sections (a) and (b) of such section, as amended by
subsection (a) of this section) and inserting ‘‘Admin-
istrator’’.
(2) Section 21A of the Federal Home Loan
Bank Act (12 U.S.C. 1441a) is amended by striking
subsection (m).
(3) Section 21B is amended by striking ‘‘Thrift
Depositor Protection Oversight Board’’ each place
such term appears and inserting ‘‘Administrator’’.
(4) Section 21(B)(k) of the Federal Home Loan
Bank Act (12 U.S.C. 1441b(k)) is amended—
(A) by striking paragraph (7) and redesig-
nating paragraphs (2) through (6) as para-
graphs (3) through (7), respectively; and
(B) by inserting after paragraph (1) the
following new paragraph:
‘‘(2) ADMINISTRATOR.—The term ‘Adminis-
trator’ means the Administrator of the Resolution,
Asset Management, and Liquidation Agency.’’.
SEC. 102. CONSERVATORSHIP AND RECEIVERSHIP POWERS
OF ADMINISTRATOR.
(a) IN GENERAL.—The Federal Home Loan Bank
Act (12 U.S.C. 1421 et seq.) is amended by inserting after
section 21B the following new sections:
‘‘SEC. 21C. CONSERVATORSHIP AND RECEIVERSHIP POW-
ERS OF ADMINISTRATOR.
‘‘(a) APPOINTMENT
OF ADMINISTRATOR
AS CON-
SERVATOR OR RECEIVER.—
‘‘(1) IN GENERAL.—Notwithstanding any other
provision of Federal law, the law of any State, or the
constitution of any State, the Administrator of the
Resolution, Asset Management, and Liquidation
Agency (hereafter in this section referred to as the
‘Administrator’ and ‘Agency’, respectively) may ac-
cept appointment and act as conservator or receiver
for any insured depository institution upon appoint-
ment in the manner provided in paragraph (2) or
(3).
‘‘(2) FEDERAL DEPOSITORY INSTITUTIONS.—
‘‘(A) APPOINTMENT.—
‘‘(i) CONSERVATOR.—The Adminis-
trator may, at the discretion of the super-
visory authority, be appointed conservator
of any insured Federal depository institu-
tion or District bank and the Adminis-
trator may accept such appointment.
‘‘(ii) RECEIVER.—The Administrator
shall be appointed receiver, and shall ac-
cept such appointment, whenever a receiver
is appointed for the purpose of liquidation
or winding up the affairs of an insured
Federal depository institution or District
bank by the appropriate Federal banking
agency, notwithstanding any other provi-
sion of Federal law or the code of law for
the District of Columbia.
‘‘(B) ADDITIONAL
POWERS.—In addition
to and not in derogation of the powers con-
ferred and the duties imposed by this section on
the Administrator as conservator or receiver,
the Administrator, to the extent not inconsist-
ent with such powers and duties, shall have any
other power conferred on or any duty (which is
related to the exercise of such power) imposed
on a conservator or receiver for any Federal de-
pository institution under any other provision of
law.
‘‘(C) ADMINISTRATOR
NOT
SUBJECT
TO
ANY
OTHER
AGENCY.—When acting as con-
servator or receiver pursuant to an appointment
described in subparagraph (A), the Adminis-
trator shall not be subject to the direction or
supervision of any other executive agency (as
defined in section 105 of title 5, United States
Code) or any State in the exercise of the Ad-
ministrator’s rights, powers, and privileges.
‘‘(D) 
DEPOSITORY
INSTITUTION
IN
CONSERVATORSHIP
SUBJECT
TO
BANKING
AGENCY
SUPERVISION.—Notwithstanding sub-
paragraph (C), any Federal depository institu-
tion for which the Administrator has been ap-
pointed conservator shall remain subject to the
supervision of the appropriate Federal banking
agency.
‘‘(3) INSURED
STATE
DEPOSITORY
INSTITU-
TIONS—
‘‘(A) 
APPOINTMENT
BY
APPROPRIATE
STATE
SUPERVISOR.—Whenever the authority
having supervision of any insured State deposi-
tory institution (other than a District deposi-
tory institution) appoints a conservator or re-
ceiver for such institution and tenders appoint-
ment to the Administrator, the Administrator
may accept such appointment.
‘‘(B) ADDITIONAL
POWERS.—In addition
to the powers conferred and the duties related
to the exercise of such powers imposed by State
law on any conservator or receiver appointed
under the law of such State for an insured
State depository institution, the Administrator,
as conservator or receiver pursuant to an ap-
pointment described in subparagraph (A), shall
have the powers conferred and the duties im-
posed by this section on the Administrator as
conservator or receiver.
‘‘(C) ADMINISTRATOR
NOT
SUBJECT
TO
ANY
OTHER
AGENCY.—When acting as con-
servator or receiver pursuant to an appointment
described in subparagraph (A), the Adminis-
trator shall not be subject to the direction or
supervision of any other executive agency (as
defined in section 105 of title 5, United States
Code) or any State in the exercise of the Ad-
ministrator’s rights, powers, and privileges.
‘‘(D) 
DEPOSITORY
INSTITUTION
IN
CONSERVATORSHIP
SUBJECT
TO
BANKING
AGENCY
SUPERVISION.—Notwithstanding sub-
paragraph (C), any insured State depository in-
stitution for which the Administrator has been
appointed conservator shall remain subject to
the supervision of the appropriate State bank or
savings association supervisor.
‘‘(4) APPOINTMENT
OF
ADMINISTRATOR
BY
THE
ADMINISTRATOR.—Notwithstanding any other
provision of Federal law, the law of any State, or the
constitution of any State, the Administrator may ap-
point the Administrator as sole conservator or re-
ceiver of any insured State depository institution
if—
‘‘(A) the Administrator determines—
‘‘(i) that—
‘‘(I) a conservator, receiver, or
other legal custodian has been ap-
pointed for such institution;
‘‘(II) such institution has been
subject to the appointment of any
such conservator, receiver, or custo-
dian for a period of at least 15 con-
secutive days; and
‘‘(III) 1 or more of the depositors
in such institution is unable to with-
draw any amount of any insured de-
posit; or
‘‘(ii) that such institution has been
closed by or under the laws of any State;
and
‘‘(B) the Administrator determines that 1
or more of the grounds specified in paragraph
(5)—
‘‘(i) existed with respect to such insti-
tution at the time—
‘‘(I) the conservator, receiver, or
other legal custodian was appointed;
or
‘‘(II) such institution was closed;
or
‘‘(ii) exist at any time—
‘‘(I) during the appointment of
the conservator, receiver, or other
legal custodian; or
‘‘(II) while such institution is
closed.
‘‘(5) GROUNDS FOR APPOINTING CONSERVATOR
OR RECEIVER.—The grounds for appointing a con-
servator or receiver (which may be the Adminis-
trator) for any insured depository institution are as
follows:
‘‘(A) ASSETS INSUFFICIENT FOR OBLIGA-
TIONS.—The institution’s assets are less than
the institution’s obligations to its creditors and
others, including members of the institution.
‘‘(B) SUBSTANTIAL
DISSIPATION.—Sub-
stantial dissipation of assets or earnings due
to—
‘‘(i) any violation of any statute or
regulation; or
‘‘(ii) any unsafe or unsound practice.
‘‘(C) UNSAFE OR UNSOUND CONDITION.—
An unsafe or unsound condition to transact
business.
‘‘(D) CEASE AND DESIST ORDERS.—Any
willful violation of a cease-and-desist order
which has become final.
‘‘(E) CONCEALMENT.—Any concealment of
the institution’s books, papers, records, or as-
sets, or any refusal to submit the institution’s
books, papers, records, or affairs for inspection
to any examiner or to any lawful agent of the
appropriate Federal banking agency or State
bank supervisor.
‘‘(F) INABILITY TO MEET OBLIGATIONS.—
The institution is likely to be unable to pay its
obligations or meet its depositors’ demands in
the normal course of business.
‘‘(G) LOSSES.—The institution has in-
curred or is likely to incur losses that will de-
plete all or substantially all of its capital, and
there is no reasonable prospect for the institu-
tion to become adequately capitalized (as de-
fined in section 38(b) of the Federal Deposit
Insurance Act) without Federal assistance.
‘‘(H) VIOLATIONS OF LAW.—Any violation
of any law or regulation, or any unsafe or un-
sound practice or condition that is likely to—
‘‘(i) cause insolvency or substantial
dissipation of assets or earnings;
‘‘(ii) weaken the institution’s condi-
tion; or
‘‘(iii) otherwise seriously prejudice the
interests of the institution’s depositors or
the deposit insurance fund.
‘‘(I) CONSENT.—The institution, by resolu-
tion of the institution’s board of directors,
shareholders, or members, consents to the ap-
pointment.
‘‘(J) CESSATION OF INSURED STATUS.—
The institution ceases to be an insured institu-
tion.
‘‘(K) UNDERCAPITALIZATION.—The insti-
tution is undercapitalized (as defined in section
38(b) of the Federal Deposit Insurance Act),
and—
‘‘(i) has no reasonable prospect of be-
coming adequately capitalized (as defined
in such section);
‘‘(ii) fails to become adequately cap-
italized when required to do so under sec-
tion 38(f)(2)(A) of the Federal Deposit In-
surance Act;
‘‘(iii) fails to submit a capital restora-
tion plan acceptable to the appropriate
Federal banking agency within the time
prescribed under section 38(e)(2)(D) of
such Act; or
‘‘(iv) materially fails to implement a
capital restoration plan submitted and ac-
cepted under section 38(e)(2) of such Act.
‘‘(L) CRITICAL
UNDERCAPITALIZATION.—
The institution—
‘‘(i) is critically undercapitalized (as
defined in section 38(b) of the Federal De-
posit Insurance Act); or
‘‘(ii) otherwise has substantially insuf-
ficient capital.
‘‘(6) APPOINTMENT BY DIRECTOR OF THE OF-
FICE OF THRIFT SUPERVISION.—
‘‘(A) CONSERVATOR.—The Administrator
may, at the discretion of the Director of the Of-
fice of Thrift Supervision, be appointed con-
servator and the Administrator may accept any
such appointment.
‘‘(B) RECEIVER.—Whenever the Director
of the Office of Thrift Supervision appoints a
receiver 
under 
the 
provisions 
of 
section
5(d)(2)(C) of the Home Owners’ Loan Act for
the purpose of liquidation or winding up any
savings association’s affairs the Administrator
shall be appointed.
‘‘(7) JUDICIAL REVIEW.—
‘‘(A) IN GENERAL.—If the Administrator
appoints the Administrator as conservator or
receiver under paragraph (4), the insured State
depository institution may, within 30 days of
such appointment, bring an action in the Unit-
ed States district court for the judicial district
in which the home office of such institution is
located, or in the United States District Court
for the District of Columbia, for an order re-
quiring the Administrator to rescind the ap-
pointment.
‘‘(B) COURT
ACTION.—The court shall,
upon the merits, dismiss the action or direct the
Administrator to rescind the appointment.
‘‘(8) REPLACEMENT
OF
CONSERVATOR
OF
STATE DEPOSITORY INSTITUTION.—
‘‘(A) IN GENERAL.—In the case of any in-
sured State depository institution for which the
Administrator appointed the Administrator as
conservator pursuant to paragraph (4), the Ad-
ministrator may, without any requirement of
notice, hearing, or other action, rescind the ap-
pointment and appoint the Administrator as re-
ceiver of such institution.
‘‘(B) REPLACEMENT
TREATED
AS
RE-
MOVAL OF INCUMBENT.—The replacement of a
conservator with a receiver under subparagraph
(A) shall be treated as the removal of the Agen-
cy as conservator.
‘‘(C) RIGHT OF REVIEW OF ORIGINAL AP-
POINTMENT NOT AFFECTED.—The replacement
of a conservator with a receiver under subpara-
graph (A) shall not affect any right of the in-
sured State depository institution to obtain re-
view, pursuant to paragraph (7), of the original
appointment of the conservator.
‘‘(9) APPOINTMENT OF AGENCY TO CARRY OUT
PROMPT CORRECTIVE ACTION.—
‘‘(A) IN GENERAL.—The appropriate Fed-
eral banking agency may appoint the Agency as
sole receiver (or, subject to paragraph (11), sole
conservator) of any insured State depository in-
stitution, after consultation with the appro-
priate State supervisor, if the appropriate Fed-
eral banking agency determines that—
‘‘(i) 1 or more of the grounds speci-
fied in subparagraphs (K) and (L) of para-
graph (5) exist with respect to that institu-
tion; and
‘‘(ii) the appointment is necessary to
carry out the purpose of section 38 of the
Federal Deposit Insurance Act.
‘‘(B) NONDELEGATION.—The appropriate
Federal banking agency shall not delegate any
action under subparagraph (A).
‘‘(10) AGENCY
MAY
BE
APPOINTED
BY
THE
FDIC AS CONSERVATOR OR RECEIVER FOR INSURED
DEPOSITORY INSTITUTION TO PREVENT LOSS TO DE-
POSIT INSURANCE FUND.—The Board of Directors
of the Federal Deposit Insurance Corporation may
appoint the Administrator as sole conservator or re-
ceiver of an insured depository institution, after con-
sultation with the appropriate Federal banking agen-
cy and the appropriate State supervisor (if any), if
the Board of Directors determines that—
‘‘(A) 1 or more of the grounds specified in
any subparagraph of paragraph (5) exist with
respect to the institution; and
‘‘(B) the appointment is necessary to re-
duce—
‘‘(i) the risk that the deposit insur-
ance fund would incur a loss with respect
to the insured depository institution, or
‘‘(ii) any loss that the deposit insur-
ance fund is expected to incur with respect
to that institution.
‘‘(11) APPROPRIATE FEDERAL BANKING AGEN-
CY SHALL NOT APPOINT CONSERVATOR UNDER CER-
TAIN PROVISIONS WITHOUT GIVING ADMINISTRATOR
OPPORTUNITY TO APPOINT RECEIVER.—The appro-
priate Federal banking agency shall not appoint a
conservator for an insured depository institution
under subparagraph (K) or (L) of paragraph (5)
without the Administrator’s consent unless the agen-
cy has given the Administrator 48 hours notice of
the agency’s intention to appoint the conservator
and the grounds for the appointment.
‘‘(12) DIRECTORS NOT LIABLE FOR ACQUIESC-
ING
IN
APPOINTMENT
OF
CONSERVATOR
OR
RE-
CEIVER.—The members of the board of directors of
an insured depository institution shall not be liable
to the institution’s shareholders or creditors for ac-
quiescing in or consenting in good faith to—
‘‘(A) the appointment of the Administrator
as conservator or receiver for that institution;
or
‘‘(B) an acquisition or combination under
section 38(f)(2)(A)(iii) of the Federal Deposit
Insurance Act.
‘‘(13) ADDITIONAL POWERS.—In any case in
which the Administrator is appointed conservator or
receiver under paragraph (4), (6), (9), or (10) for
any insured State depository institution—
‘‘(A) subject to subparagraph (B), this sec-
tion shall apply to the Administrator as con-
servator or receiver in the same manner and to
the same extent as if that institution were a
Federal depository institution for which the Ad-
ministrator had been appointed conservator or
receiver;
‘‘(B) the Administrator shall apply the law
of the State in which the institution is char-
tered insofar as that law gives the claims of de-
positors priority over those of other creditors or
claimants; and
‘‘(C) the Administrator as receiver of the
institution may—
‘‘(i) liquidate the institution in an or-
derly manner; and
‘‘(ii) make any other disposition of
any matter concerning the institution, as
the Administrator determines is in the best
interests of the institution, the depositors
of the institution, and the Administrator.
‘‘(14) FDIA DEFINITIONS.—For purposes of
this section, the definitions of terms in section 3 of
the Federal Deposit Insurance Act shall apply with
respect to such terms in this section.
‘‘(b) POWERS AND DUTIES OF ADMINISTRATOR AS
CONSERVATOR OR RECEIVER.—
‘‘(1) RULEMAKING
AUTHORITY
OF
ADMINIS-
TRATOR.—The Administrator may prescribe such
regulations as the Administrator determines to be
appropriate 
regarding 
the 
conduct 
of
conservatorships or receiverships.
‘‘(2) GENERAL POWERS.—
‘‘(A) SUCCESSOR
TO
INSTITUTION.—The
Administrator shall, as conservator or receiver,
and by operation of law, succeed to—
‘‘(i) all rights, titles, powers, and
privileges of the insured depository institu-
tion, and of any stockholder, member,
accountholder, depositor, officer, or direc-
tor of such institution with respect to the
institution and the assets of the institu-
tion; and
‘‘(ii) title to the books, records, and
assets of any previous conservator or other
legal custodian of such institution.
‘‘(B) OPERATE
THE
INSTITUTION.—The
Administrator may (subject to the provisions of
section 42 of the Federal Deposit Insurance
Act), as conservator or receiver—
‘‘(i) take over the assets of and oper-
ate the insured depository institution with
all the powers of the members or share-
holders, the directors, and the officers of
the institution and conduct all business of
the institution;
‘‘(ii) collect all obligations and money
due the institution;
‘‘(iii) perform all functions of the in-
stitution in the name of the institution
which is consistent with the appointment
as conservator or receiver; and
‘‘(iv) preserve and conserve the assets
and property of such institution.
‘‘(C) FUNCTIONS OF INSTITUTION’S OFFI-
CERS, DIRECTORS, AND SHAREHOLDERS.—The
Administrator may, by regulation or order, pro-
vide for the exercise of any function by any
member or stockholder, director, or officer of
any insured depository institution for which the
Administrator has been appointed conservator
or receiver.
‘‘(D) POWERS
AS
CONSERVATOR.—The
Administrator may, as conservator, take such
action as may be—
‘‘(i) necessary to put the insured de-
pository institution in a sound and solvent
condition; and
‘‘(ii) appropriate to carry on the busi-
ness of the institution and preserve and
conserve the assets and property of the in-
stitution.
‘‘(E) 
ADDITIONAL
POWERS
AS
RE-
CEIVER.—The Administrator may (subject to
the provisions of section 40 of the Federal De-
posit Insurance Act), as receiver, place the in-
sured depository institution in liquidation and
proceed to realize upon the assets of the institu-
tion, having due regard to the conditions of
credit in the locality.
‘‘(F) ORGANIZATION
OF
NEW
INSTITU-
TIONS.—The Administrator may, as receiver—
‘‘(i) with respect to any insured sav-
ings association and by application to the
Director of the Office of Thrift Super-
vision, organize a new Federal savings as-
sociation to take over such assets or such
liabilities as the Administrator may deter-
mine to be appropriate; and
‘‘(ii) with respect to any insured bank,
organize a new national bank under sub-
section (h) or a bridge bank under sub-
section (i).
‘‘(G) MERGER; TRANSFER OF ASSETS AND
LIABILITIES.—
‘‘(i) IN GENERAL.—The Administrator
may, as conservator or receiver—
‘‘(I) merge the insured depository
institution with another insured de-
pository institution; or
‘‘(II) subject to clause (ii), trans-
fer any asset or liability of the institu-
tion in default (including assets and
liabilities associated with any trust
business) without any approval, as-
signment, or consent with respect to
such transfer.
‘‘(ii) APPROVAL
BY
APPROPRIATE
FEDERAL BANKING AGENCY.—No transfer
described in clause (i)(II) may be made to
another depository institution (other than
a new bank or a bridge bank established
pursuant to subsection (h) or (i)) without
the approval of the appropriate Federal
banking agency for such institution.
‘‘(H) PAYMENT OF VALID OBLIGATIONS.—
The Administrator, as conservator or receiver,
shall pay all valid obligations of the insured de-
pository institution in accordance with the pre-
scriptions and limitations of this Act.
‘‘(I) SUBPOENA AUTHORITY.—
‘‘(i) IN GENERAL.—The Administrator
may, as conservator, receiver, or exclusive
manager and for purposes of carrying out
any power, authority, or duty with respect
to an insured depository institution (in-
cluding determining any claim against the
institution and determining and realizing
upon any asset of any person in the course
of collecting money due the institution), ex-
ercise any power established under section
21A(b)(5), and the provisions of such sec-
tion shall apply with respect to the exercise
of any such power under this subpara-
graph in the same manner as such provi-
sions apply under such section.
‘‘(ii) 
AUTHORITY
OF
ADMINIS-
TRATOR.—A subpoena or subpoena duces
tecum may be issued under clause (i) only
by, or with the written approval of, the Ad-
ministrator or the Administrator’s des-
ignee.
‘‘(iii) RULE OF CONSTRUCTION.—This
subsection shall not be construed as limit-
ing any rights that the Administrator, in
any capacity, might otherwise have under
section 21A(b)(4).
‘‘(J) INCIDENTAL POWERS.—The Adminis-
trator may, as conservator or receiver—
‘‘(i) exercise all powers and authori-
ties specifically granted to conservators or
receivers, respectively, under this Act and
such incidental powers as shall be nec-
essary to carry out such powers; and
‘‘(ii) take any action authorized by
this Act,
which the Administrator determines is in the
best interests of the depository institution, the
institution’s depositors, or the Administrator.
‘‘(K) UTILIZATION OF PRIVATE SECTOR.—
In managing and disposing of assets from in-
sured depository institutions, as conservator, re-
ceiver, or as an agency, the Administrator shall
utilize the services of private persons, including
real estate and loan portfolio asset manage-
ment, property management, auction market-
ing, and brokerage services, if such services are
available in the private sector and the Adminis-
trator determines utilization of such services is
practicable, efficient, and cost effective.
‘‘(3) AUTHORITY OF RECEIVER TO DETERMINE
CLAIMS.—
‘‘(A) IN
GENERAL.—The Administrator
may, as receiver, determine claims in accord-
ance with the requirements of this subsection
and regulations prescribed under paragraph (4).
‘‘(B) NOTICE
REQUIREMENTS.—The re-
ceiver, in any case involving the liquidation or
winding up of the affairs of a closed depository
institution, shall—
‘‘(i) promptly publish a notice to the
depository institution’s creditors to present
their claims, together with proof, to the re-
ceiver by a date specified in the notice
which shall be not less than 90 days after
the publication of such notice; and
‘‘(ii) republish such notice approxi-
mately 1 month and 2 months, respec-
tively, after the publication under clause
(i).
‘‘(C) MAILING
REQUIRED.—The receiver
shall mail a notice similar to the notice pub-
lished under subparagraph (B)(i) at the time of
such publication to any creditor shown on the
institution’s books—
‘‘(i) at the creditor’s last address ap-
pearing in such books; or
‘‘(ii) upon discovery of the name and
address of a claimant not appearing on the
institution’s books within 30 days after the
discovery of such name and address.
‘‘(4) RULEMAKING
AUTHORITY
RELATING
TO
DETERMINATION OF CLAIMS.—
‘‘(A) IN
GENERAL.—The Administrator
may prescribe regulations regarding the allow-
ance or disallowance of claims by the receiver
and providing for administrative determinations
of claims and review of such determination.
‘‘(B) FINAL SETTLEMENT PAYMENT PRO-
CEDURE.—
‘‘(i) IN GENERAL.—In the handling of
receiverships of insured depository institu-
tions, to maintain essential liquidity and to
prevent financial disruption, the Adminis-
trator may, after the declaration of an in-
stitution’s insolvency, settle all uninsured
and unsecured claims on the receivership
with a final settlement payment which
shall constitute full payment and disposi-
tion of the Administrator’s obligations to
such claimants.
‘‘(ii) 
FINAL
SETTLEMENT
PAY-
MENT.—For purposes of clause (i), a final
settlement payment shall be payment of an
amount equal to the product of the final
settlement payment rate and the amount
of the uninsured and unsecured claim on
the receivership.
‘‘(iii) FINAL
SETTLEMENT
PAYMENT
RATE.—For purposes of clause (ii), the
final settlement payment rate shall be a
percentage rate reflecting an average of
the Administrator’s receivership recovery
experience, determined by the Adminis-
trator in such a way that over such time
period as the Administrator may determine
to be appropriate, the Administrator in
total will receive no more or less than the
Administrator would have received in total
as a general creditor standing in the place
of insured depositors in each specific re-
ceivership.
‘‘(iv) 
AUTHORITY
OF
ADMINIS-
TRATOR.—The Administrator may under-
take such supervisory actions and prescribe
such regulations as may be necessary to
assure that the requirements of this sec-
tion can be implemented with respect to
each insured depository institution in the
event of its insolvency.
‘‘(5) PROCEDURES
FOR
DETERMINATION
OF
CLAIMS.—
‘‘(A) DETERMINATION PERIOD.—
‘‘(i) IN GENERAL.—Before the end of
the 180-day period beginning on the date
any claim against a depository institution
is filed with the Administrator as receiver,
the Administrator shall determine whether
to allow or disallow the claim and shall no-
tify the claimant of any determination with
respect to such claim.
‘‘(ii) EXTENSION OF TIME.—The pe-
riod described in clause (i) may be ex-
tended by a written agreement between the
claimant and the Administrator.
‘‘(iii) MAILING
OF
NOTICE
SUFFI-
CIENT.—The requirements of clause (i)
shall be deemed to be satisfied if the notice
of any determination with respect to any
claim is mailed to the last address of the
claimant which appears—
‘‘(I) on the depository institu-
tion’s books;
‘‘(II) in the claim filed by the
claimant; or
‘‘(III) in documents submitted in
proof of the claim.
‘‘(iv) CONTENTS OF NOTICE OF DIS-
ALLOWANCE.—If any claim filed under
clause (i) is disallowed, the notice to the
claimant shall contain—
‘‘(I) a statement of each reason
for the disallowance; and
‘‘(II) the procedures available for
obtaining agency review of the deter-
mination to disallow the claim or judi-
cial determination of the claim.
‘‘(B) ALLOWANCE OF PROVEN CLAIMS.—
The receiver shall allow any claim received on
or before the date specified in the notice pub-
lished under paragraph (3)(B)(i) by the receiver
from any claimant which is proved to the satis-
faction of the receiver.
‘‘(C) DISALLOWANCE
OF
CLAIMS
FILED
AFTER END OF FILING PERIOD.—
‘‘(i) IN
GENERAL.—Except as pro-
vided in clause (ii), claims filed after the
date specified in the notice published under
paragraph (3)(B)(i) shall be disallowed
and such disallowance shall be final.
‘‘(ii) CERTAIN
EXCEPTIONS.—Clause
(i) shall not apply with respect to any
claim filed by any claimant after the date
specified in the notice published under
paragraph (3)(B)(i) and such claim may
be considered by the receiver if—
‘‘(I) the claimant did not receive
notice of the appointment of the re-
ceiver in time to file such claim before
such date; and
‘‘(II) such claim is filed in time
to permit payment of such claim.
‘‘(D) AUTHORITY TO DISALLOW CLAIMS.—
‘‘(i) IN GENERAL.—The receiver may
disallow any portion of any claim by a
creditor or claim of security, preference, or
priority which is not proved to the satisfac-
tion of the receiver.
‘‘(ii) 
PAYMENTS
TO
LESS
THAN
FULLY SECURED CREDITORS.—In the case
of a claim of a creditor against an insured
depository institution which is secured by
any property or other asset of such institu-
tion, any receiver appointed for any in-
sured depository institution—
‘‘(I) may treat the portion of
such claim which exceeds an amount
equal to the fair market value of such
property or other asset as an unse-
cured claim against the institution;
and
‘‘(II) may not make any payment
with respect to such unsecured por-
tion of the claim other than in connec-
tion with the disposition of all claims
of unsecured creditors of the institu-
tion.
‘‘(iii) EXCEPTIONS.—No provision of
this paragraph shall apply with respect
to—
‘‘(I) any extension of credit from
any Federal home loan bank or Fed-
eral Reserve bank to any insured de-
pository institution; or
‘‘(II) any security interest in the
assets of the institution securing any
such extension of credit.
‘‘(E) NO
JUDICIAL
REVIEW
OF
DETER-
MINATION PURSUANT TO SUBPARAGRAPH (D).—
No court may review the Administrator’s deter-
mination pursuant to subparagraph (D) to dis-
allow a claim.
‘‘(F) LEGAL EFFECT OF FILING.—
‘‘(i) 
STATUTE
OF
LIMITATION
TOLLED.—For purposes of any applicable
statute of limitations, the filing of a claim
with the receiver shall constitute a com-
mencement of an action.
‘‘(ii) NO PREJUDICE TO OTHER AC-
TIONS.—Subject to paragraph (12), the fil-
ing of a claim with the receiver shall not
prejudice any right of the claimant to con-
tinue any action which was filed before the
appointment of the receiver.
‘‘(6) PROVISION FOR AGENCY REVIEW OR JUDI-
CIAL DETERMINATION OF CLAIMS.—
‘‘(A) IN GENERAL.—Before the end of the
60-day period beginning on the earlier of—
‘‘(i) the end of the period described in
paragraph (5)(A)(i) with respect to any
claim against a depository institution for
which the Administrator is receiver; or
‘‘(ii) the date of any notice of dis-
allowance of such claim pursuant to para-
graph (5)(A)(i),
the claimant may request administrative review
of the claim in accordance with subparagraph
(A) or (B) of paragraph (7) or file suit on such
claim (or continue an action commenced before
the appointment of the receiver) in the district
or territorial court of the United States for the
district within which the depository institution’s
principal place of business is located or the
United States District Court for the District of
Columbia (and such court shall have jurisdic-
tion to hear such claim).
‘‘(B) STATUTE OF LIMITATIONS.—If any
claimant fails to—
‘‘(i) request administrative review of
any claim in accordance with subparagraph
(A) or (B) of paragraph (7); or
‘‘(ii) file suit on such claim (or con-
tinue an action commenced before the ap-
pointment of the receiver),
before the end of the 60-day period described in
subparagraph (A), the claim shall be deemed to
be disallowed (other than any portion of such
claim which was allowed by the receiver) as of
the end of such period, such disallowance shall
be final, and the claimant shall have no further
rights or remedies with respect to such claim.
‘‘(7) REVIEW OF CLAIMS.—
‘‘(A) ADMINISTRATIVE HEARING.—
‘‘(i) IN
GENERAL.—If any claimant
requests review under this subparagraph in
lieu of filing or continuing any action
under paragraph (6) and the Adminis-
trator agrees to such request, the Adminis-
trator shall consider the claim after oppor-
tunity for a hearing on the record.
‘‘(ii) JUDICIAL
REVIEW.—The final
determination of the Administrator with
respect to a claim considered under clause
(i) shall be subject to judicial review under
chapter 7 of title 5, United States Code.
‘‘(B) OTHER REVIEW PROCEDURES.—
‘‘(i) IN GENERAL.—The Administrator
shall also establish such alternative dispute
resolution processes as may be appropriate
for the resolution of claims filed under
paragraph (5)(A)(i).
‘‘(ii) CRITERIA.—In establishing alter-
native dispute resolution processes, the Ad-
ministrator shall strive for procedures
which are expeditious, fair, independent,
and low-cost.
‘‘(iii) 
VOLUNTARY
BINDING
OR
NONBINDING PROCEDURES.—The Adminis-
trator may establish both binding and
nonbinding processes, which may be con-
ducted by any government or private party,
but all parties, including the claimant and
the Administrator, shall agree to the use of
the process in a particular case.
‘‘(iv) 
CONSIDERATION
OF
INCEN-
TIVES.—The Administrator shall seek to
develop incentives for claimants to partici-
pate in the alternative dispute resolution
process.
‘‘(8) 
EXPEDITED
DETERMINATION
OF
CLAIMS.—
‘‘(A) ESTABLISHMENT
REQUIRED.—The
Administrator shall establish a procedure for
expedited relief outside of the routine claims
process established under paragraph (5) for
claimants who—
‘‘(i) allege the existence of legally
valid and enforceable or perfected security
interests in assets of any depository insti-
tution for which the Administrator has
been appointed receiver; and
‘‘(ii) allege that irreparable injury will
occur if the routine claims procedure is fol-
lowed.
‘‘(B) DETERMINATION
PERIOD.—Before
the end of the 90-day period beginning on the
date any claim is filed in accordance with the
procedures established pursuant to subpara-
graph (A), the Administrator shall—
‘‘(i) determine—
‘‘(I) whether to allow or disallow
such claim; or
‘‘(II) whether such claim should
be determined pursuant to the proce-
dures established pursuant to para-
graph (5);
‘‘(ii) notify the claimant of the deter-
mination; and
‘‘(iii) if the claim is disallowed, pro-
vide—
‘‘(I) a written explanation of each
reason for the disallowance; and
‘‘(II) a written description of the
procedure for obtaining agency review
of the determination or judicial deter-
mination of the claim.
‘‘(C) PERIOD FOR FILING OR RENEWING
SUIT.—Any claimant who files a request for ex-
pedited relief shall be permitted to file a suit,
or to continue a suit filed before the appoint-
ment of the receiver, seeking a determination of
the claimant’s rights with respect to such secu-
rity interest after the earlier of—
‘‘(i) the end of the 90-day period be-
ginning on the date of the filing of a re-
quest for expedited relief; or
‘‘(ii) the date the Administrator de-
nies the claim.
‘‘(D) STATUTE
OF
LIMITATIONS.—If an
action described in subparagraph (C) is not
filed, or the motion to renew a previously filed
suit is not made, before the end of the 30-day
period beginning on the date on which such ac-
tion or motion may be filed in accordance with
subparagraph (B), the claim shall be deemed to
be disallowed as of the end of such period
(other than any portion of such claim which
was allowed by the receiver), such disallowance
shall be final, and the claimant shall have no
further rights or remedies with respect to such
claim.
‘‘(E) LEGAL EFFECT OF FILING.—
‘‘(i) 
STATUTE
OF
LIMITATION
TOLLED.—For purposes of any applicable
statute of limitations, the filing of a claim
with the receiver shall constitute a com-
mencement of an action.
‘‘(ii) NO PREJUDICE TO OTHER AC-
TIONS.—Subject to paragraph (12), the fil-
ing of a claim with the receiver shall not
prejudice any right of the claimant to con-
tinue any action which was filed before the
appointment of the receiver.
‘‘(9) AGREEMENT AS BASIS OF CLAIM.—
‘‘(A) AGREEMENTS
AGAINST
INTERESTS
OF
ADMINISTRATOR.—No agreement which
tends to diminish or defeat the interest of the
Agency in any asset acquired by the Agency
under this section, either as security for a loan
or by purchase or as receiver of any insured de-
pository institution, shall be valid against the
Agency or form the basis of, or substantially
comprise, a claim against the receiver or the
Agency unless such agreement—
‘‘(i) is in writing;
‘‘(ii) was executed by the depository
institution and any person claiming an ad-
verse interest under the agreement, includ-
ing the obligor, contemporaneously with
the acquisition of the asset by the deposi-
tory institution;
‘‘(iii) was approved by the board of di-
rectors of the depository institution or the
institution’s loan committee, and the ap-
proval is reflected in the minutes of such
board of directors or committee; and
‘‘(iv) has been, continuously, from the
time of the execution of the agreement, an
official record of the depository institution.
‘‘(B) EXCEPTION TO CONTEMPORANEOUS
EXECUTION
REQUIREMENT.—Notwithstanding
section 21D(e)(2), any agreement relating to an
extension of credit between a Federal home loan
bank or Federal Reserve bank and any insured
depository institution which was executed before
the extension of credit by such bank to such in-
stitution shall be treated as having been exe-
cuted contemporaneously with such extension of
credit for purposes of subparagraph (A).
‘‘(10) PAYMENT OF CLAIMS.—
‘‘(A) IN GENERAL.—The receiver may, in
the receiver’s discretion and to the extent funds
are available, pay creditor claims which are al-
lowed by the receiver, approved by the Adminis-
trator pursuant to a final determination pursu-
ant to paragraph (7) or (8), or determined by
the final judgment of any court of competent
jurisdiction in such manner and amounts as are
authorized under this Act.
‘‘(B) 
PAYMENT
OF
DIVIDENDS
ON
CLAIMS.—The receiver may, in the receiver’s
sole discretion, pay dividends on proved claims
at any time, and no liability shall attach to the
Administrator (in such Administrator’s capacity
as an agency or receiver), by reason of any such
payment, for failure to pay dividends to a
claimant whose claim is not proved at the time
of any such payment.
‘‘(11) DISTRIBUTION OF ASSETS.—
‘‘(A) SUBROGATED
CLAIMS; CLAIMS
OF
UNINSURED
DEPOSITORS
AND
OTHER
CREDI-
TORS.—The receiver shall—
‘‘(i) retain for the account of the Fed-
eral Deposit Insurance Corporation such
portion of the amounts realized from any
liquidation as may be necessary to satisfy
the claim of the Corporation under section
11(g) of the Federal Deposit Insurance
Act; and
‘‘(ii) pay to depositors and other
creditors the net amounts available for dis-
tribution to them.
‘‘(B) DISTRIBUTION
TO
SHAREHOLDERS
OF AMOUNTS REMAINING AFTER PAYMENT OF
ALL OTHER CLAIMS AND EXPENSES.—In any
case in which funds remain after all depositors,
creditors, other claimants, and administrative
expenses are paid, the receiver shall distribute
such funds to the depository institution’s share-
holders or members together with the account-
ing report required under paragraph (15)(B).
‘‘(12) SUSPENSION OF LEGAL ACTIONS.—
‘‘(A) IN GENERAL.—After the appointment
of a conservator or receiver for an insured de-
pository institution, the conservator or receiver
may request a stay for a period not to exceed—
‘‘(i) 45 days, in the case of any con-
servator; and
‘‘(ii) 90 days, in the case of any re-
ceiver,
in any judicial action or proceeding to which
such institution is or becomes a party.
‘‘(B) GRANT OF STAY BY ALL COURTS RE-
QUIRED.—Upon receipt of a request by any
conservator or receiver pursuant to subpara-
graph (A) for a stay of any judicial action or
proceeding in any court with jurisdiction of
such action or proceeding, the court shall grant
such stay as to all parties.
‘‘(13) ADDITIONAL RIGHTS AND DUTIES.—
‘‘(A) PRIOR
FINAL
ADJUDICATION.—The
Administrator shall abide by any final judgment
of any court of competent jurisdiction which
was rendered before the appointment of the Ad-
ministrator as conservator or receiver.
‘‘(B) RIGHTS
AND
REMEDIES
OF
CON-
SERVATOR OR RECEIVER.—In the event of any
appealable judgment, the Administrator as con-
servator or receiver shall—
‘‘(i) have all the rights and remedies
available to the insured depository institu-
tion (before the appointment of such con-
servator or receiver) and the Administrator
in its capacity as an agency, including re-
moval to Federal court and all appellate
rights; and
‘‘(ii) not be required to post any bond
in order to pursue such remedies.
‘‘(C) NO ATTACHMENT OR EXECUTION.—
No attachment or execution may issue by any
court upon assets in the possession of the re-
ceiver.
‘‘(D) LIMITATION ON JUDICIAL REVIEW.—
Except as otherwise provided in this subsection,
no court shall have jurisdiction over—
‘‘(i) any claim or action for payment
from, or any action seeking a determina-
tion of rights with respect to, the assets of
any depository institution for which the
Administrator has been appointed receiver,
including assets which the Administrator
may acquire from itself as such receiver; or
‘‘(ii) any claim relating to any act or
omission of such institution or the Admin-
istrator as receiver.
‘‘(E) DISPOSITION OF ASSETS.—In exercis-
ing any right, power, privilege, or authority as
conservator or receiver in connection with any
sale or disposition of assets of any insured de-
pository institution for which the Administrator
has been appointed conservator or receiver, in-
cluding any sale or disposition of assets ac-
quired by the Administrator under paragraph
(14), the Administrator shall conduct the oper-
ations of the Agency in a manner which—
‘‘(i) maximizes the net present value
return from the sale or disposition of such
assets;
‘‘(ii) minimizes the amount of any loss
realized in the resolution of cases;
‘‘(iii) ensures adequate competition
and fair and consistent treatment of
offerors;
‘‘(iv) prohibits discrimination on the
basis of race, sex, or ethnic groups in the
solicitation and consideration of offers; and
‘‘(v) maximizes the preservation of the
availability and affordability of residential
real property for low- and moderate-income
individuals.
‘‘(14) STATUTE OF LIMITATIONS FOR ACTIONS
BROUGHT BY CONSERVATOR OR RECEIVER.—
‘‘(A) IN GENERAL.—Notwithstanding any
provision of any contract, the applicable statute
of limitations with regard to any action brought
by the Administrator as conservator or receiver
shall be—
‘‘(i) in the case of any contract claim,
the longer of—
‘‘(I) the 6-year period beginning
on the date the claim accrues; or
‘‘(II) the period applicable under
State law; and
‘‘(ii) in the case of any tort claim, the
longer of—
‘‘(I) the 3-year period beginning
on the date the claim accrues; or
‘‘(II) the period applicable under
State law.
‘‘(B) DETERMINATION OF THE DATE ON
WHICH
A
CLAIM
ACCRUES.—For purposes of
subparagraph (A), the date on which the stat-
ute of limitation begins to run on any claim de-
scribed in such subparagraph shall be the later
of—
‘‘(i) the date of the appointment of
the Administrator as conservator or re-
ceiver; or
‘‘(ii) the date on which the cause of
action accrues.
‘‘(15) ACCOUNTING AND RECORDKEEPING RE-
QUIREMENTS.—
‘‘(A) IN GENERAL.—The Administrator as
conservator or receiver shall, consistent with the
accounting and reporting practices and proce-
dures established by the Administrator, main-
tain a full accounting of each conservatorship
and receivership or other disposition of institu-
tions in default.
‘‘(B) ANNUAL ACCOUNTING OR REPORT.—
With respect to each conservatorship or receiv-
ership to which the Administrator was ap-
pointed, the Administrator shall make an an-
nual accounting or report, as appropriate, avail-
able to the Secretary of the Treasury, the
Comptroller General of the United States, and
the authority which appointed the Adminis-
trator as conservator or receiver.
‘‘(C) AVAILABILITY OF REPORTS.—Any re-
port prepared pursuant to subparagraph (B)
shall be made available by the Administrator
upon request to any shareholder of the deposi-
tory institution for which the Administrator was
appointed conservator or receiver or any other
member of the public.
‘‘(D) RECORDKEEPING
REQUIREMENT.—
After the end of the 6-year period beginning on
the date the Administrator is appointed as re-
ceiver of an insured depository institution, the
Administrator may destroy any records of such
institution which the Administrator, in the Ad-
ministrator’s discretion, determines to be un-
necessary unless—
‘‘(i) the Administrator is directed not
to do so by a court of competent jurisdic-
tion or governmental agency; or
‘‘(ii) the destruction of such record is
prohibited by law.
‘‘(16) CONTRACTS
WITH
STATE
HOUSING
FI-
NANCE AUTHORITIES.—
‘‘(A) IN
GENERAL.—The Administrator
may enter into contracts with any State hous-
ing finance authority for the sale of mortgage-
related assets (as such terms are defined in sec-
tion 1301 of the Financial Institutions Reform,
Recovery, and Enforcement Act of 1989) of any
depository institution in default (including as-
sets and liabilities associated with any trust
business), such contracts to be effective in ac-
cordance with their terms without any further
approval, assignment, or consent with respect
thereto.
‘‘(B) FACTORS TO CONSIDER.—In evaluat-
ing the disposition of mortgage-related assets to
any State housing finance authority the Admin-
istrator shall consider—
‘‘(i) 
the 
State 
housing 
finance
authority’s ability to acquire and service
current, delinquent, and defaulted mort-
gage related assets;
‘‘(ii) 
the 
State 
housing 
finance
authority’s ability to further national hous-
ing policies;
‘‘(iii) 
the 
State 
housing 
finance
authority’s sensitivity to the impact of the
sale of mortgage related assets upon the
State and local communities;
‘‘(iv) the costs to the Federal Govern-
ment associated with alternative ownership
or dispositions of the mortgage related as-
sets;
‘‘(v) the minimization of future guar-
anties which may be required of the Fed-
eral Government;
‘‘(vi) the maximization of mortgage
related asset values; and
‘‘(vii) the utilization of institutions
currently established in mortgage related
asset market activities.
‘‘(17) FRAUDULENT TRANSFERS.—
‘‘(A) IN GENERAL.—The Administrator, as
conservator or receiver for any insured deposi-
tory institution, and any conservator appointed
by the Comptroller of the Currency or the Di-
rector of the Office of Thrift Supervision may
avoid a transfer of any interest of an institu-
tion-affiliated party, or any person who the Ad-
ministrator or conservator determines is a debt-
or of the institution, in property, or any obliga-
tion incurred by such party or person, that was
made within 5 years of the date on which the
Administrator or conservator was appointed
conservator or receiver if such party or person
voluntarily or involuntarily made such transfer
or incurred such liability with the intent to
hinder, delay, or defraud the insured depository
institution, the Administrator or other con-
servator, or any other appropriate Federal
banking agency.
‘‘(B) RIGHT OF RECOVERY.—To the extent
a transfer is avoided under subparagraph (A),
the Administrator or any conservator described
in such subparagraph may recover, for the ben-
efit of the insured depository institution, the
property transferred, or, if a court so orders,
the value of such property (at the time of such
transfer) from—
‘‘(i) the initial transferee of such
transfer or the institution-affiliated party
or person for whose benefit such transfer
was made; or
‘‘(ii) any immediate or mediate trans-
feree of any such initial transferee.
‘‘(C) RIGHTS OF TRANSFEREE OR OBLI-
GEE.—The Administrator or any conservator
described in subparagraph (A) may not recover
under subparagraph (B) from—
‘‘(i) any transferee that takes for
value, including satisfaction or securing of
a present or antecedent debt, in good faith;
or
‘‘(ii) any immediate or mediate good
faith transferee of such transferee.
‘‘(D) RIGHTS UNDER THIS PARAGRAPH.—
The rights under this paragraph of the Admin-
istrator and any conservator described in sub-
paragraph (A) shall be superior to any rights of
a trustee or any other party (other than any
party which is a Federal agency) under title 11,
United States Code.
‘‘(18) ATTACHMENT OF ASSETS AND OTHER IN-
JUNCTIVE RELIEF.—Subject to paragraph (19), any
court of competent jurisdiction may, at the request
of—
‘‘(A) the Administrator (in the Administra-
tor’s capacity as conservator or receiver for any
insured depository institution or in the Admin-
istrator’s capacity as an agency with respect to
any asset acquired by, or liability assumed by,
the Administrator under this section, section
21D of this Act, or section 13 of the Federal
Deposit Insurance Act); or
‘‘(B) any conservator appointed by the
Comptroller of the Currency or the Director of
the Office of Thrift Supervision,
issue an order in accordance with Rule 65 of the
Federal Rules of Civil Procedure, including an order
placing the assets of any person designated by the
Administrator or such conservator under the control
of the court and appointing a trustee to hold such
assets.
‘‘(19) STANDARDS.—
‘‘(A) SHOWING.—Rule 65 of the Federal
Rules of Civil Procedure shall apply with re-
spect to any proceeding under paragraph (18)
without regard to the requirement of such rule
that the applicant show that the injury, loss, or
damage is irreparable and immediate.
‘‘(B) STATE PROCEEDING.—If, in the case
of any proceeding in a State court, the court
determines that rules of civil procedure avail-
able under the laws of such State provide sub-
stantially similar protections to such party’s
right to due process as Rule 65 (as modified
with respect to such proceeding by subpara-
graph (A)), the relief sought by the Adminis-
trator or a conservator pursuant to paragraph
(18) may be requested under the laws of such
State.
‘‘(c) PROVISIONS RELATING
TO CONTRACTS EN-
TERED INTO BEFORE APPOINTMENT OF CONSERVATOR
OR RECEIVER.—
‘‘(1) AUTHORITY TO REPUDIATE CONTRACTS.—
In addition to any other rights a conservator or re-
ceiver may have, the conservator or receiver for any
insured depository institution may disaffirm or repu-
diate any contract or lease—
‘‘(A) to which such institution is a party;
‘‘(B) the performance of which the con-
servator or receiver, in the conservator’s or re-
ceiver’s discretion, determines to be burden-
some; and
‘‘(C) the disaffirmance or repudiation of
which the conservator or receiver determines, in
the conservator’s or receiver’s discretion, will
promote the orderly administration of the insti-
tution’s affairs.
‘‘(2) TIMING OF REPUDIATION.—The conserva-
tor or receiver appointed for any insured depository
institution in accordance with subsection (a) shall
determine whether or not to exercise the rights of
repudiation under this subsection within a reason-
able period following such appointment.
‘‘(3) CLAIMS
FOR
DAMAGES
FOR
REPUDI-
ATION.—
‘‘(A) IN GENERAL.—Except as otherwise
provided in subparagraph (C) and paragraphs
(4), (5), and (6), the liability of the conservator
or receiver for the disaffirmance or repudiation
of any contract pursuant to paragraph (1) shall
be—
‘‘(i) limited to actual direct compen-
satory damages; and
‘‘(ii) determined as of—
‘‘(I) the date of the appointment
of the conservator or receiver; or
‘‘(II) in the case of any contract
or agreement referred to in paragraph
(8), the date of the disaffirmance or
repudiation of such contract or agree-
ment.
‘‘(B) NO
LIABILITY
FOR
OTHER
DAM-
AGES.—For purposes of subparagraph (A), the
term ‘actual direct compensatory damages’ does
not include—
‘‘(i) punitive or exemplary damages;
‘‘(ii) damages for lost profits or op-
portunity; or
‘‘(iii) damages for pain and suffering.
‘‘(C) MEASURE OF DAMAGES FOR REPUDI-
ATION OF FINANCIAL CONTRACTS.—In the case
of any qualified financial contract or agreement
to which paragraph (8) applies, compensatory
damages shall be—
‘‘(i) deemed to include normal and
reasonable costs of cover or other reason-
able measures of damages utilized in the
industries for such contract and agreement
claims; and
‘‘(ii) paid in accordance with this sub-
section and subsection (g) except as other-
wise specifically provided in this section.
‘‘(4) LEASES UNDER WHICH THE INSTITUTION
IS THE LESSEE.—
‘‘(A) IN GENERAL.—If the conservator or
receiver disaffirms or repudiates a lease under
which the insured depository institution was the
lessee, the conservator or receiver shall not be
liable for any damages (other than damages de-
termined pursuant to subparagraph (B)) for the
disaffirmance or repudiation of such lease.
‘‘(B) PAYMENTS OF RENT.—Notwithstand-
ing subparagraph (A), the lessor under a lease
to which such subparagraph applies shall—
‘‘(i) be entitled to the contractual rent
accruing before the later of the date—
‘‘(I) the notice of disaffirmance
or repudiation is mailed; or
‘‘(II) the disaffirmance or repudi-
ation becomes effective,
unless the lessor is in default or breach of
the terms of the lease;
‘‘(ii) have no claim for damages under
any acceleration clause or other penalty
provision in the lease; and
‘‘(iii) have a claim for any unpaid
rent, subject to all appropriate offsets and
defenses, due as of the date of the appoint-
ment which shall be paid in accordance
with this subsection and subsection (i).
‘‘(5) LEASES UNDER WHICH THE INSTITUTION
IS THE LESSOR.—
‘‘(A) IN GENERAL.—If the conservator or
receiver repudiates an unexpired written lease
of real property of the insured depository insti-
tution under which the institution is the lessor
and the lessee is not, as of the date of such re-
pudiation, in default, the lessee under such
lease may either—
‘‘(i) treat the lease as terminated by
such repudiation; or
‘‘(ii) remain in possession of the lease-
hold interest for the balance of the term of
the lease unless the lessee defaults under
the terms of the lease after the date of
such repudiation.
‘‘(B) PROVISIONS APPLICABLE TO LESSEE
REMAINING
IN
POSSESSION.—If any lessee
under a lease described in subparagraph (A) re-
mains in possession of a leasehold interest pur-
suant to clause (ii) of such subparagraph—
‘‘(i) the lessee—
‘‘(I) shall continue to pay the
contractual rent pursuant to the
terms of the lease after the date of
the repudiation of such lease;
‘‘(II) may offset against any rent
payment which accrues after the date
of the repudiation of the lease, any
damages which accrue after such date
due to the nonperformance of any ob-
ligation of the insured depository in-
stitution under the lease after such
date; and
‘‘(ii) the conservator or receiver shall
not be liable to the lessee for any damages
arising after such date as a result of the
repudiation other than the amount of any
offset allowed under clause (i)(II).
‘‘(6) CONTRACTS
FOR
THE
SALE
OF
REAL
PROPERTY.—
‘‘(A) IN GENERAL.—If the conservator or
receiver repudiates any contract (which meets
the requirements of each clause of subsection
(b)(9)(A)) for the sale of real property and the
purchaser of such real property under such con-
tract is in possession and is not, as of the date
of such repudiation, in default, such purchaser
may either—
‘‘(i) treat the contract as terminated
by such repudiation; or
‘‘(ii) remain in possession of such real
property.
‘‘(B) PROVISIONS
APPLICABLE
TO
PUR-
CHASER
REMAINING
IN
POSSESSION.—If any
purchaser of real property under any contract
described in subparagraph (A) remains in pos-
session of such property pursuant to clause (ii)
of such subparagraph—
‘‘(i) the purchaser—
‘‘(I) shall continue to make all
payments due under the contract after
the date of the repudiation of the con-
tract; and
‘‘(II) may offset against any such
payments any damages which accrue
after such date due to the non-
performance (after such date) of any
obligation of the depository institution
under the contract; and
‘‘(ii) 
the 
conservator 
or 
receiver
shall—
‘‘(I) not be liable to the pur-
chaser for any damages arising after
such date as a result of the repudi-
ation other than the amount of any
offset allowed under clause (i)(II);
‘‘(II) deliver title to the pur-
chaser in accordance with the provi-
sions of the contract; and
‘‘(III) have no obligation under
the contract other than the perform-
ance required under subclause (II).
‘‘(C) ASSIGNMENT AND SALE ALLOWED.—
‘‘(i) IN
GENERAL.—No provision of
this paragraph shall be construed as limit-
ing the right of the conservator or receiver
to assign the contract described in sub-
paragraph (A) and sell the property sub-
ject to the contract and the provisions of
this paragraph.
‘‘(ii) NO
LIABILITY
AFTER
ASSIGN-
MENT AND SALE.—If an assignment and
sale described in clause (i) is con-
summated, the conservator or receiver
shall have no further liability under the
contract described in subparagraph (A) or
with respect to the real property which was
the subject of such contract.
‘‘(7) PROVISIONS APPLICABLE TO SERVICE CON-
TRACTS.—
‘‘(A) SERVICES PERFORMED BEFORE AP-
POINTMENT.—In the case of any contract for
services between any person and any insured
depository institution for which the Adminis-
trator has been appointed conservator or re-
ceiver, any claim of such person for services
performed before the appointment of the con-
servator or the receiver shall be—
‘‘(i) a claim to be paid in accordance
with subsections (b) and (g); and
‘‘(ii) deemed to have arisen as of the
date the conservator or receiver was ap-
pointed.
‘‘(B) SERVICES
PERFORMED
AFTER
AP-
POINTMENT AND PRIOR TO REPUDIATION.—If,
in the case of any contract for services de-
scribed in subparagraph (A), the conservator or
receiver accepts performance by the other per-
son before the conservator or receiver makes
any determination to exercise the right of repu-
diation of such contract under this section—
‘‘(i) the other party shall be paid
under the terms of the contract for the
services performed; and
‘‘(ii) the amount of such payment
shall be treated as an administrative ex-
pense of the conservatorship or receiver-
ship.
‘‘(C) ACCEPTANCE OF PERFORMANCE NO
BAR TO SUBSEQUENT REPUDIATION.—The ac-
ceptance by any conservator or receiver of serv-
ices referred to in subparagraph (B) in connec-
tion with a contract described in such subpara-
graph shall not affect the right of the conserva-
tor or receiver to repudiate such contract under
this section at any time after such performance.
‘‘(8) CERTAIN
QUALIFIED
FINANCIAL
CON-
TRACTS.—
‘‘(A) 
RIGHTS
OF
PARTIES
TO
CON-
TRACTS.—Subject to paragraph (10) of this
subsection and notwithstanding any other provi-
sion of this Act (other than subsection (b)(9)
and section 21D(e)), any other Federal law, or
the law of any State, no person shall be stayed
or prohibited from exercising—
‘‘(i) any right to cause the termi-
nation or liquidation of any qualified finan-
cial contract with an insured depository in-
stitution which arises upon the appoint-
ment of the Administrator as receiver for
such institution at any time after such ap-
pointment;
‘‘(ii) any right under any security ar-
rangement relating to any contract or
agreement described in clause (i); or
‘‘(iii) any right to offset or net out
any termination value, payment amount, or
other transfer obligation arising under or
in connection with 1 or more contracts and
agreements described in clause (i), includ-
ing any master agreement for such con-
tracts or agreements.
‘‘(B) APPLICABILITY
OF
OTHER
PROVI-
SIONS.—Subsection (b)(12) shall apply in the
case of any judicial action or proceeding
brought against any receiver referred to in sub-
paragraph (A), or the insured depository insti-
tution for which such receiver was appointed,
by any party to a contract or agreement de-
scribed in subparagraph (A)(i) with such insti-
tution.
‘‘(C) CERTAIN
TRANSFERS
NOT
AVOID-
ABLE.—
‘‘(i) IN
GENERAL.—Notwithstanding
paragraph (11), the Administrator, wheth-
er acting as such or as conservator or re-
ceiver of an insured depository institution,
may not avoid any transfer of money or
other property in connection with any
qualified financial contract with an insured
depository institution.
‘‘(ii) 
EXCEPTION
FOR
CERTAIN
TRANSFERS.—Clause (i) shall not apply to
any transfer of money or other property in
connection with any qualified financial con-
tract with an insured depository institution
if the Administrator determines that the
transferee had actual intent to hinder,
delay, or defraud such institution, the
creditors of such institution, or any con-
servator or receiver appointed for such in-
stitution.
‘‘(D) CERTAIN
CONTRACTS
AND
AGREE-
MENTS DEFINED.—For purposes of this sub-
section—
‘‘(i) 
QUALIFIED
FINANCIAL
CON-
TRACT.—The term ‘qualified financial con-
tract’ means any securities contract, com-
modity contract, forward contract, repur-
chase agreement, swap agreement, and any
similar agreement that the Administrator
determines by regulation to be a qualified
financial contract for purposes of this
paragraph.
‘‘(ii) SECURITIES
CONTRACT.—The
term ‘securities contract’—
‘‘(I) has the meaning given to
such term in section 741(7) of title
11, United States Code, except that
the term ‘security’ (as used in such
section) shall be deemed to include
any mortgage loan, any mortgage-re-
lated security (as defined in section
3(a)(41) of the Securities Exchange
Act of 1934), and any interest in any
mortgage loan or mortgage-related se-
curity; and
‘‘(II) does not include any par-
ticipation in a commercial mortgage
loan unless the Administrator deter-
mines by regulation, resolution, or
order to include any such participa-
tion within the meaning of such term.
‘‘(iii) COMMODITY
CONTRACT.—The
term ‘commodity contract’ has the mean-
ing given to such term in section 761(4) of
title 11, United States Code.
‘‘(iv) 
FORWARD
CONTRACT.—The
term ‘forward contract’ has the meaning
given to such term in section 101(24) of
title 11, United States Code.
‘‘(v) REPURCHASE AGREEMENT.—The
term ‘repurchase agreement’—
‘‘(I) has the meaning given to
such term in section 101(41) of title
11, the United States Code, except
that the items (as described in such
section) which may be subject to any
such agreement shall be deemed to in-
clude mortgage-related securities (as
such term is defined in section
3(a)(41) of the Securities Exchange
Act of 1934), any mortgage loan, and
any interest in any mortgage loan;
and
‘‘(II) does not include any par-
ticipation in a commercial mortgage
loan unless the Administrator deter-
mines by regulation, resolution, or
order to include any such participa-
tion within the meaning of such term.
‘‘(vi) SWAP
AGREEMENT.—The term
‘swap agreement’—
‘‘(I) means any agreement, in-
cluding the terms and conditions in-
corporated by reference in any such
agreement, which is a rate swap
agreement, basis swap, commodity
swap, forward rate agreement, inter-
est rate future, interest rate option
purchased, forward foreign exchange
agreement, rate cap agreement, rate
floor agreement, rate collar agree-
ment, 
currency 
swap 
agreement,
cross-currency rate swap agreement,
currency future, or currency option
purchased or any other similar agree-
ment, and
‘‘(II) includes any combination of
such agreements and any option to
enter into any such agreement.
‘‘(vii) 
TREATMENT
OF
MASTER
AGREEMENT
AS
SWAP
AGREEMENT.—
Any master agreement for any agreements
described in clause (vi)(I) together with all
supplements to such master agreement
shall be treated as 1 swap agreement.
‘‘(viii) TRANSFER.—The term ‘trans-
fer’ has the meaning given to such term in
section 101(50) of title 11, United States
Code.
‘‘(E) CERTAIN PROTECTIONS IN EVENT OF
APPOINTMENT
OF
CONSERVATOR.—Notwith-
standing any other provision of this Act (other
than paragraph (12) of this subsection and sub-
section (b)(9)), any other Federal law, or the
law of any State, no person shall be stayed or
prohibited from exercising—
‘‘(i) any right such person has to
cause the termination, liquidation, or accel-
eration of any qualified financial contract
with 
a 
depository 
institution 
in 
a
conservatorship based upon a default
under such financial contract which is en-
forceable under applicable noninsolvency
law;
‘‘(ii) any right under any security ar-
rangement relating to such qualified finan-
cial contracts; or
‘‘(iii) any right to offset or net out
any termination values, payment amounts,
or other transfer obligations arising under
or in connection with such qualified finan-
cial contracts.
‘‘(9) TRANSFER OF QUALIFIED FINANCIAL CON-
TRACTS.—In making any transfer of assets or liabil-
ities of a depository institution in default which in-
cludes any qualified financial contract, the conserva-
tor or receiver for such depository institution shall
either—
‘‘(A) transfer to 1 depository institution
(other than a depository institution in de-
fault)—
‘‘(i) all qualified financial contracts
between—
‘‘(I) any person or any affiliate of
such person; and
‘‘(II) the depository institution in
default;
‘‘(ii) all claims of such person or any
affiliate of such person against such depos-
itory institution under any such contract
(other than any claim which, under the
terms of any such contract, is subordinated
to the claims of general unsecured credi-
tors of such institution);
‘‘(iii) all claims of such depository in-
stitution against such person or any affili-
ate of such person under any such con-
tract; and
‘‘(iv) all property securing any claim
described in clause (ii) or (iii) under any
such contract; or
‘‘(B) transfer none of the financial con-
tracts, claims, or property referred to in sub-
paragraph (A) (with respect to such person and
any affiliate of such person).
‘‘(10) NOTIFICATION OF TRANSFER.—
‘‘(A) IN GENERAL.—If—
‘‘(i) the conservator or receiver for an
insured depository institution in default
makes any transfer of the assets and liabil-
ities of such institution; and
‘‘(ii) the transfer includes any quali-
fied financial contract,
the conservator or receiver shall use such con-
servator’s or receiver’s best efforts to notify any
person who is a party to any such contract of
such transfer by 12:00, noon (local time) on the
business day following such transfer.
‘‘(B) BUSINESS DAY DEFINED.—For pur-
poses of this paragraph, the term ‘business day’
means any day other than any Saturday, Sun-
day, or any day on which either the New York
Stock Exchange or the Federal Reserve Bank
of New York is closed.
‘‘(11) CERTAIN
SECURITY
INTERESTS
NOT
AVOIDABLE.—No provision of this subsection shall
be construed as permitting the avoidance of any le-
gally enforceable or perfected security interest in any
of the assets of any depository institution except
where such an interest is taken in contemplation of
the institution’s insolvency or with the intent to
hinder, delay, or defraud the institution or the credi-
tors of such institution.
‘‘(12) AUTHORITY TO ENFORCE CONTRACTS.—
‘‘(A) IN GENERAL.—The conservator or re-
ceiver may enforce any contract, other than a
director’s or officer’s liability insurance contract
or a depository institution bond, entered into by
the depository institution notwithstanding any
provision of the contract providing for termi-
nation, default, acceleration, or exercise of
rights upon, or solely by reason of, insolvency
or the appointment of a conservator or receiver.
‘‘(B) CERTAIN RIGHTS NOT AFFECTED.—
No provision of this paragraph may be con-
strued as impairing or affecting any right of the
conservator or receiver to enforce or recover
under a directors or officers liability insurance
contract or depository institution bond under
other applicable law.
‘‘(13) EXCEPTION FOR FEDERAL RESERVE AND
FEDERAL HOME LOAN BANKS.—No provision of this
subsection shall apply with respect to—
‘‘(A) any extension of credit from any Fed-
eral home loan bank or Federal Reserve bank
to any insured depository institution; or
‘‘(B) any security interest in the assets of
the institution securing any such extension of
credit.
‘‘(d) PAYMENT OF INSURED DEPOSITS.—
‘‘(1) IN GENERAL.—In case of the liquidation
of, or other closing or winding up of the affairs of,
any insured depository institution, payment of the
insured deposits in such institution shall be made by
the Administrator as soon as possible, subject to the
provisions of subsection (e), either by cash or by
making available to each depositor a transferred de-
posit in a new insured depository institution in the
same community or in another insured depository in-
stitution in an amount equal to the insured deposit
of such depositor.
‘‘(2) REQUEST FOR FUNDS FROM FDIC.—
‘‘(A) IN GENERAL.—Upon making a deter-
mination pursuant to paragraph (1) to pay in-
sured deposits at an insured depository institu-
tion which is a Bank Insurance Fund member
or a Savings Association Insurance Fund mem-
ber (including any institution for which the
Resolution Trust Corporation had been ap-
pointed conservator or receiver under section
21A, as in effect before the date of the enact-
ment of the Revitalization Depository Institu-
tion Liquidation Procedures Act of 1993), the
Administrator shall request the Federal Deposit
Insurance Corporation to transfer to the Ad-
ministrator the amount required for the Admin-
istrator to make such payments.
‘‘(B) DEFINITIONS OF BIF MEMBER AND
SAIF MEMBER.—For purposes of subparagraph
(A), the terms ‘Bank Insurance Fund member’
and ‘Savings Association Insurance Fund mem-
ber’ have the meanings given to such terms in
paragraphs (4) and (5), respectively, of section
7(l) of the Federal Deposit Insurance Act.
‘‘(C) AMOUNTS PAID TO NEW BANKS AND
BRIDGE BANKS.—A determination under—
‘‘(i) paragraph (11) or (13) of sub-
section (h) of the amount of the insured
deposits, operating expenses, or losses of a
new bank; or
‘‘(ii) subsection (i)(5)(B) to make op-
erating funds available to a bridge bank,
shall be treated as a determination pursuant to
paragraph (1) for purposes of this paragraph.
‘‘(3) PROOF OF CLAIMS.—The Administrator,
in the Administrator’s discretion, may require proof
of claims to be filed and may approve or reject such
claims for insured deposits.
‘‘(4) RESOLUTION OF DISPUTES.—
‘‘(A) RESOLUTIONS
IN
ACCORDANCE
TO
AGENCY REGULATIONS.—In the case of any dis-
puted claim relating to any insured deposit or
any determination of insurance coverage with
respect to any deposit, the Administrator may
resolve such disputed claim in accordance with
regulations prescribed by the Administrator es-
tablishing procedures for resolving such claims.
‘‘(B) ADJUDICATION
OF
CLAIMS.—If the
Administrator has not prescribed regulations
establishing procedures for resolving disputed
claims, the Administrator may require the final
determination of a court of competent jurisdic-
tion before paying any such claim.
‘‘(5) REVIEW
OF
ADMINISTRATOR’S
DETER-
MINATION.—Final determination made by the Ad-
ministrator shall be reviewable in accordance with
chapter 7 of title 5, United States Code, by the
United States Court of Appeals for the District of
Columbia or the court of appeals for the Federal ju-
dicial circuit where the principal place of business of
the depository institution is located.
‘‘(6) STATUTE OF LIMITATIONS.—Any request
for review of a final determination by the Adminis-
trator shall be filed with the appropriate United
States circuit court of appeals not later than 60
days after such determination is ordered.
‘‘(e) SUBROGATION OF AGENCY.—
‘‘(1) IN GENERAL.—Notwithstanding any other
provision of Federal law, the law of any State, or the
constitution of any State, the Administrator, upon
the payment to, or on behalf of, any depositor as
provided in subsection (d) in connection with any in-
sured depository institution or insured branch de-
scribed in such subsection or the assumption of any
deposit in such institution or branch by another in-
sured depository institution pursuant to this section
or section 13 of the Federal Deposit Insurance Act,
shall be subrogated to all rights of the depositor
against such institution or branch to the extent of
such payment or assumption, subject to paragraph
(2).
‘‘(2) CLAIM OF FDIC.—Any right of the Admin-
istrator under subparagraph (A) with respect to any
payment to a depositor under subsection (d) shall be
subject to any claim of the Federal Deposit Insur-
ance Corporation under section 11(g) of the Federal
100
account of claims to which the Administrator is not
subrogated.
‘‘(5) APPLICABILITY
OF
STATE
LAW.—If the
Administrator is appointed pursuant to subsection
(a)(3), or determines not to invoke the authority
conferred in subsection (a)(4), the rights of deposi-
tors and other creditors of any State depository in-
stitution shall be determined in accordance with the
applicable provisions of State law.
‘‘(f) SUPERVISORY RECORDS.—In addition to the re-
quirements of section 7(a)(2) of the Federal Deposit In-
surance Act to provide to the Administrator copies of re-
ports of examination and reports of condition, whenever
the Administrator has been appointed as receiver for an
insured depository institution, the appropriate Federal
banking agency shall make available all supervisory
records to the receiver which may be used by the receiver
in any manner the receiver determines to be appropriate.
‘‘(g) VALUATION OF CLAIMS IN DEFAULT.—
‘‘(1) IN GENERAL.—Notwithstanding any other
provision of Federal law or the law of any State and
regardless of the method which the Administrator
determines to utilize with respect to an insured de-
pository institution in default or in danger of de-
fault, including transactions authorized under sub-
101
section (i) of this section and section 13(c) of the
Federal Deposit Insurance Act, this subsection shall
govern the rights of the creditors (other than in-
sured depositors) of such institution.
‘‘(2) MAXIMUM LIABILITY.—The maximum li-
ability of the Administrator, acting as receiver or in
any other capacity, to any person having a claim
against the receiver or the insured depository insti-
tution for which such receiver is appointed shall
equal the amount such claimant would have received
if the Administrator had liquidated the assets and li-
abilities of such institution without exercising the
Administrator’s authority under subsection (i) of
this section or section 13 of the Federal Deposit In-
surance Act.
‘‘(3) ADDITIONAL PAYMENTS AUTHORIZED.—
‘‘(A) IN
GENERAL.—The Administrator
may, in the Administrator’s discretion and in
the interests of minimizing the losses of the
Federal Deposit Insurance Corporation, use the
Agency’s own resources, or request resources
from the Federal Deposit Insurance Corpora-
tion, to make additional payments or credit ad-
ditional amounts to or with respect to or for the
102
account of any claimant or category of claim-
ants.
‘‘(B) SOURCE OF FUNDS.—
‘‘(i) BANK INSURANCE FUND.—If the
depository institution in default is a Bank
Insurance Fund member, the Federal De-
posit Insurance Corporation may only
make funds available to the Administrator
for payments under subparagraph (A) out
of funds held in the Bank Insurance Fund.
‘‘(ii) SAVINGS
ASSOCIATION
INSUR-
ANCE FUND.—If the depository institution
in default is a Savings Association Insur-
ance Fund member (including institutions
for which the Resolution Trust Corporation
was appointed as a conservator or receiver
before such corporation was abolished), the
Federal Deposit Insurance Corporation
may only make funds available to the Ad-
ministrator for payments under subpara-
graph (A) out of funds held in the Savings
Association Insurance Fund.
‘‘(iii) 
ASSOCIATIONS
SUBJECT
TO
FSLIC RESOLUTION FUND.—If the deposi-
tory institution in default is an institution
103
for which the Administrator has been ap-
pointed conservator or receiver under sec-
tion 11A(a)(5) of the Federal Deposit In-
surance Act, funds for the institution shall
be obtained by the Administrator from—
‘‘(I) the Administrator’s own re-
sources under subsections (b) and (c)
of section 11A of the Federal Deposit
Insurance Act; and
‘‘(II) the Federal Deposit Insur-
ance Corporation out of funds held in
the Savings Association Insurance
Fund.
‘‘(C) MANNER OF PAYMENT.—The Admin-
istrator may make the payments or credit the
amounts specified in subparagraph (A) directly
to the claimants or may make such payments or
credit such amounts to an open insured deposi-
tory institution to induce such institution to ac-
cept liability for such claims.
‘‘(D) LIMIT ON ADDITIONAL LIABILITY.—
Notwithstanding any other provision of Federal
or State law, or the constitution of any State,
the Administrator shall not be obligated, as a
result of having made any such payment or
104
credited any amount under subparagraph (A) to
or with respect to or for the account of any
claimant or category of claimants, to make pay-
ments to any other claimant or category of
claimants.
‘‘(h) NEW BANKS.—
‘‘(1) ORGANIZATION AUTHORIZED.—As soon as
possible after the default of an insured bank, the
Administrator, if it finds that it is advisable and in
the interest of the depositors of the insured bank in
default or the public shall organize a new national
bank in the same community as the bank in default
to assume the insured deposits of such bank in de-
fault and otherwise to perform temporarily the func-
tions hereinafter provided for.
‘‘(2) ARTICLES OF ASSOCIATION.—The articles
of association and the organization certificate of the
new bank shall be executed by representatives des-
ignated by the Administrator.
‘‘(3) CAPITAL STOCK.—No capital stock need
be paid in by the Administrator.
‘‘(4) EXECUTIVE
OFFICER.—The new bank
shall not have a board of directors, but shall be
managed by an executive officer appointed by the
105
Administrator who shall be subject to the Adminis-
trator’s direction.
‘‘(5) SUBJECT
TO
LAWS
RELATING
TO
NA-
TIONAL BANKS.—In all other respects, the new bank
shall be organized in accordance with the provisions
of law relating to the organization of national banks,
as in effect on the date of organization.
‘‘(6) NEW DEPOSITS.—The new bank may, with
the approval of the Administrator, accept new depos-
its which shall be subject to withdrawal on demand
and which, except where the new bank is the only
bank in the community, shall not exceed $100,000
from any depositor.
‘‘(7) INSURED STATUS.—The new bank, with-
out application to or approval by the Federal De-
posit Insurance Corporation, shall be an insured de-
pository institution and shall maintain on deposit
with the Federal Reserve bank of the new bank’s
district reserves in the amount required by law for
member banks, but the new bank shall not be re-
quired to subscribe for stock of the Federal Reserve
bank.
‘‘(8) INVESTMENTS.—Funds of the new bank
shall be kept on hand in cash, invested in obligations
of the United States or obligations guaranteed as to
106
principal and interest by the United States, or de-
posited with the Administrator, any Federal Reserve
bank, or, to the extent of the insurance coverage on
any such deposit, an insured depository institution.
‘‘(9) CONDUCT OF BUSINESS.—The new bank,
unless otherwise authorized by the Comptroller of
the Currency, shall transact business only as author-
ized by this Act and as may be incidental to the new
bank’s organization.
‘‘(10) EXEMPT STATUS.—Notwithstanding any
other provision of Federal or State law, the new
bank and the bank’s franchise, property, and income
shall be exempt from all taxation now or hereafter
imposed by the United States, by any territory, de-
pendency, or possession of the United States, or by
any State, county, municipality, or local taxing au-
thority.
‘‘(11) TRANSFER OF DEPOSITS.—
‘‘(A) IN GENERAL.—Upon the organization
of a new bank, the Administrator shall—
‘‘(i) promptly make available to the
new bank an amount equal to the esti-
mated insured deposits of the bank in de-
fault plus the estimated amount of the ex-
penses of operating the bank; and
107
‘‘(ii) determine as soon as possible the
amount due each depositor for the deposi-
tor’s insured deposit in the bank in de-
fault, and the total expenses of operation
of the new bank.
‘‘(B) ADJUSTMENTS.—Upon making any
determination under subparagraph (A)(ii), the
Administrator shall adjust the amounts which
were estimated and made available pursuant to
subparagraph (A)(i) so as to conform to the
amounts so determined.
‘‘(12) EARNINGS.—Earnings of the new bank
shall be paid over or credited to the Administrator
and treated as amounts received from a liquidation
for purposes of subsection (b)(11)(A).
‘‘(13) LOSSES.—If any new bank, during the
period the bank remains a new bank under this sub-
section, sustains any losses with respect to which the
bank is not effectively protected from loss (other
than by reason of being an insured bank), the Ad-
ministrator shall furnish to the bank additional
funds in the amount of such losses.
‘‘(14) PAYMENT OF INSURED DEPOSITS.—
‘‘(A) ASSUMPTION OF TRANSFERRED DE-
POSITS.—A new bank shall assume, as trans-
108
ferred deposits, the payment of the insured de-
posits of the depositors of the bank in default
to each of the depositors of the bank in default.
‘‘(B) TRANSFERS FOR OPERATIONAL EX-
PENSES
AND
LIQUIDITY
PURPOSES.—Of the
amounts so made available, the Administrator
shall transfer to the new bank, in cash, such
sums as may be necessary to enable the bank
to meet the bank’s expenses of operation and
immediate cash demands on such transferred
deposits, and the remainder of such amounts
shall be subject to withdrawal by the new bank
on demand.
‘‘(15) ISSUANCE OF STOCK.—
‘‘(A) IN
GENERAL.—The Administrator
may provide for capital stock of the new bank
to be offered for sale on such terms and condi-
tions as the Administrator determines to be ad-
visable and in an amount sufficient, in the opin-
ion of the Administrator, to allow the business
of the new bank to be conducted on a sound
basis, but in no event less than that required by
section 5138 of the Revised Statutes for the or-
ganization of a national bank in the place where
such new bank is located.
109
‘‘(B) FIRST
RIGHT
OF
PURCHASE.—The
stockholders of the insured bank in default shall
be given the first opportunity to purchase, in an
offering under subparagraph (A), any shares of
common stock of the new bank.
‘‘(16) ISSUANCE OF CERTIFICATE.—
‘‘(A) ORGANIZATION
OF
SUCCESSOR
NA-
TIONAL BANK.—Upon proof that an adequate
amount of capital stock in the new bank has
been subscribed and paid for in cash, the
Comptroller of the Currency shall require the
articles of association and the organization cer-
tificate of the new bank to be amended to con-
form to the requirements for the organization
of a national bank.
‘‘(B) AUTHORITY OF SUCCESSOR BANK TO
COMMENCE BUSINESS.—When the amendments
required to be made by a new bank under sub-
paragraph (A) have been made and the require-
ments of law with respect to the organization of
a national bank have been complied with by
such bank, the Comptroller of the Currency
shall issue to the bank a certificate of authority
to commence business.
110
‘‘(C) CHANGE OF STATUS.—Upon the issu-
ance of a certificate of authority to commence
business to a new bank under subparagraph
(B), the bank—
‘‘(i) shall cease to have the status of
a new bank;
‘‘(ii) shall be managed by directors
elected by the bank’s own shareholders;
‘‘(iii) may exercise all the powers
granted by law to a national bank;
‘‘(iv) shall be subject to all provisions
of law relating to national banks; and
‘‘(v) shall continue to be an insured
bank without application to or approval by
the Federal Deposit Insurance Corpora-
tion.
‘‘(17) TRANSFER TO OTHER INSTITUTION.—If
the capital stock of the new bank is not offered for
sale, or if an adequate amount of capital for such
new bank is not subscribed and paid for, the Admin-
istrator—
‘‘(A) may offer to transfer the new bank’s
business to any insured depository institution in
the same community which will—
‘‘(i) take over the bank’s assets;
111
‘‘(ii) assume the new bank’s liabilities;
and
‘‘(iii) pay to the Administrator for
such business such amount as the Admin-
istrator may deem adequate; or
‘‘(B) in the Administrator’s discretion,
may—
‘‘(i) change the location of the new
bank to—
‘‘(I) an office of the Agency; or
‘‘(II) to some other place; or
‘‘(ii) at any time, wind up the bank’s
affairs as provided in this section.
‘‘(18) WINDING UP.—
‘‘(A) IN GENERAL.—If the capital stock of
the new bank is not sold or the bank is not ac-
quired (as defined in section 13(f)(8)(B) of the
Federal Deposit Insurance Act) before the end
of the 2-year period beginning on the date of
the organization of the new bank, the Adminis-
trator shall—
‘‘(i) wind up the affairs of such bank,
after giving such notice as the Comptroller
of the Currency may require;
‘‘(ii) terminate the bank;
112
‘‘(iii) certify to the Comptroller of the
Currency the termination of the new bank.
‘‘(B) AGENCY AS SUCCESSOR TO TERMI-
NATED BANK.—After the termination of a new
bank under subparagraph (A), the Adminis-
trator shall be liable for the obligations of such
bank and shall be the owner of the banks as-
sets.
‘‘(19) APPLICABILITY OF CERTAIN LAWS.—The
provisions of sections 5220 and 5221 of the Revised
Statutes shall not apply to a new bank under this
subsection.
‘‘(i) BRIDGE BANKS.—
‘‘(1) ORGANIZATION.—
‘‘(A) PURPOSE.—Subject to any other re-
quirement of this subsection, if 1 or more in-
sured banks are in default, or if the Federal
Deposit Insurance Corporation determines that
1 or more insured banks are in danger of de-
fault (as defined in section 3 of the Federal De-
posit Insurance Act), the Administrator may, in
the Administrator’s discretion (and after notice
from the Administrator of any such determina-
tion) organize, and the Office of the Comptrol-
ler of the Currency shall charter, 1 or more na-
113
tional banks which shall be known as bridge
banks and shall have the powers and attributes
of national banks.
‘‘(B) AUTHORITIES.—Upon the granting
of a charter to a bridge bank, the bridge bank
may—
‘‘(i) assume such deposits of any in-
sured bank that is in default or in danger
of default as the Administrator may, in the
Administrator’s discretion, determine to be
appropriate, except that if any insured de-
posits of a bank are assumed, all insured
deposits of that bank shall be assumed by
the bridge bank or another insured deposi-
tory institution;
‘‘(ii) assume such other liabilities (in-
cluding liabilities associated with any trust
business) of any insured bank that is in
default or in danger of default as the Ad-
ministrator may, in the Administrator’s
discretion, determine to be appropriate;
‘‘(iii) purchase such assets (including
assets associated with any trust business)
of any insured bank that is in default or
in danger of default as the Administrator
114
may, in the Administrator’s discretion, de-
termine to be appropriate; and
‘‘(iv) perform any other temporary
function which the Administrator may, in
the Administrator’s discretion, prescribe in
accordance with this Act.
‘‘(C) ARTICLES OF ASSOCIATION.—The ar-
ticles of association and organization certificate
of a bridge bank as approved by the Adminis-
trator shall be executed by 3 representatives
designated by the Administrator.
‘‘(D) INTERIM DIRECTORS.—A bridge bank
shall have an interim board of directors consist-
ing of not fewer than 5 nor more than 10 mem-
bers appointed by the Administrator.
‘‘(E) NATIONAL
BANK.—A bridge bank
shall be organized as a national bank.
‘‘(F) DETERMINATION OF A BANK IN DAN-
GER OF DEFAULT.—For purposes of this sub-
section, the determination that a bank is in
danger of default shall be made by the Federal
Deposit Insurance Corporation.
‘‘(2) CHARTERING.—
‘‘(A) CONDITIONS.—A national bank may
be chartered by the Comptroller of the Cur-
115
rency as a bridge bank only if the Adminis-
trator determines that—
‘‘(i) the amount which is reasonably
necessary to operate such bridge bank will
not exceed the amount which is reasonably
necessary to save the cost of liquidating,
including paying the insured accounts of, 1
or more insured banks in default or in
danger of default with respect to which the
bridge bank is chartered;
‘‘(ii) the continued operation of any
insured bank in default or in danger of de-
fault with respect to which the bridge bank
is chartered is essential to provide ade-
quate banking services in the community
where each such bank in default or in dan-
ger of default is located; or
‘‘(iii) the continued operation of any
such insured bank in default or in danger
of default with respect to which the bridge
bank is chartered is in the best interest
of—
‘‘(I) the depositors of any such
bank in default or in danger of de-
fault; or
116
‘‘(II) the public.
‘‘(B) INSURED NATIONAL BANK.—A bridge
bank shall be an insured bank from the time
the bank is chartered as a national bank.
‘‘(C) BRIDGE BANK TREATED AS BEING IN
DEFAULT FOR CERTAIN PURPOSES.—A bridge
bank shall be treated as an insured bank in de-
fault at such times and for such purposes as
the Administrator may, in the Administrator’s
discretion, determine to be appropriate.
‘‘(D) MANAGEMENT.—Upon the granting
of a charter to a bridge bank, the bridge bank
shall be under the management of a board of
directors consisting of not fewer than 5 nor
more than 10 members appointed by the Ad-
ministrator.
‘‘(E) BYLAWS.—The board of directors of
a bridge bank shall adopt such bylaws as may
be approved by the Administrator.
‘‘(3) TRANSFER OF ASSETS AND LIABILITIES.—
‘‘(A) IN GENERAL.—
‘‘(i) TRANSFER
UPON
GRANT
OF
CHARTER.—If a bridge bank is chartered
under this subsection with respect to an in-
sured bank in default, the Administrator,
117
as receiver, and any other receiver ap-
pointed with respect to the bank in default,
may transfer any assets and liabilities of
the bank in default to the bridge bank in
accordance with paragraph (1).
‘‘(ii) SUBSEQUENT
TRANSFERS.—At
any time after a charter is granted to a
bridge bank, the Administrator, as re-
ceiver, or any other receiver appointed with
respect to an insured bank in default, may
transfer to the bridge bank any assets and
liabilities of the bank in default as the Ad-
ministrator may, in the Administrator’s
discretion, determine to be appropriate in
accordance with paragraph (1).
‘‘(iii) TREATMENT
OF
TRUST
BUSI-
NESS.—For purposes of this paragraph,
the trust business of any insured bank in
default, including any fiduciary appoint-
ment of such bank, shall be included
among and treated as the bank’s assets
and liabilities.
‘‘(iv) 
EFFECTIVE
WITHOUT
AP-
PROVAL.—The transfer of any asset or li-
ability of an insured bank in default, in-
118
cluding any asset or liability associated
with the trust business of the bank, to a
bridge bank shall be effective without any
further approval under Federal or State
law, assignment, or consent with respect to
the transferral.
‘‘(B) INTENT
OF
CONGRESS
REGARDING
CONTINUING OPERATIONS.—It is the intent of
the Congress that, in order to prevent unneces-
sary hardship or losses to the customers of any
insured bank in default with respect to which a
bridge bank is chartered, especially credit-
worthy farmers, small businesses, and house-
holds, the Administrator should—
‘‘(i) continue to honor commitments
made by the bank in default to credit-
worthy customers, and
‘‘(ii) not interrupt or terminate ade-
quately secured loans which are trans-
ferred under subparagraph (A) and are
being repaid by the debtor in accordance
with the terms of the loan instrument.
‘‘(4) POWERS OF BRIDGE BANKS.—Each bridge
bank chartered under this subsection shall have all
119
corporate powers of, and be subject to the same pro-
visions of law as, a national bank, except that—
‘‘(A) the Administrator may—
‘‘(i) remove the interim directors and
directors of a bridge bank;
‘‘(ii) fix the compensation of members
of the interim board of directors and the
board of directors and senior management,
as determined by the Administrator in the
Administrator’s discretion, of a bridge
bank; and
‘‘(iii) waive any requirement estab-
lished under section 5145, 5146, 5147,
5148, or 5149 of the Revised Statutes (re-
lating to directors of national banks) or
section 31 of the Banking Act of 1933
which would otherwise be applicable with
respect to directors of a bridge bank by op-
eration of paragraph (2)(B);
‘‘(B) the Administrator may indemnify the
representatives for purposes of paragraph
(1)(B) and the interim directors, officers, em-
ployees, and agents of a bridge bank on such
terms as the Administrator determines to be
appropriate;
120
‘‘(C) no requirement under section 5138 of
the Revised Statutes or any other provision of
law relating to the capital of a national bank
shall apply with respect to a bridge bank;
‘‘(D) the Comptroller of the Currency may
establish a limitation on the extent to which
any person may become indebted to a bridge
bank without regard to the amount of the
bridge bank’s capital or surplus;
‘‘(E) the board of directors of a bridge
bank—
‘‘(i) shall elect a chairperson who may
also serve in the position of chief executive
officer, except that such person shall not
serve either as chairperson or as chief ex-
ecutive officer without the prior approval
of the Administrator; and
‘‘(ii) may appoint a chief executive of-
ficer who is not also the chairperson, ex-
cept that such person shall not serve as
chief executive officer without the prior ap-
proval of the Administrator;
‘‘(F) a bridge bank shall not be required to
purchase stock of any Federal Reserve bank;
121
‘‘(G) the Comptroller of the Currency shall
waive any requirement for a fidelity bond with
respect to a bridge bank at the request of the
Administrator;
‘‘(H) any judicial action to which a bridge
bank becomes a party by virtue of the bridge
bank’s acquisition of any assets or assumption
of any liabilities of a bank in default shall be
stayed from further proceedings for a period of
up to 45 days at the request of the bridge bank;
‘‘(I) no agreement which tends to diminish
or defeat the right, title or interest of a bridge
bank in any asset of an insured bank in default
acquired by it shall be valid against the bridge
bank unless such agreement meets the require-
ments of subsection (b)(9)(A);
‘‘(J) notwithstanding subsection (b)(9)(A),
any agreement relating to an extension of credit
between a Federal home loan bank or Federal
Reserve bank and any insured depository insti-
tution which was executed before the extension
of credit by such bank to such depository insti-
tution shall be treated as having been executed
contemporaneously with such extension of credit
for purposes of subparagraph (I); and
122
‘‘(K) a bridge bank may not, in any trans-
action or series of transactions, issue capital
stock or be a party to any merger, consolida-
tion, disposition of assets or liabilities, sale or
exchange of capital stock, or similar trans-
action, or change the bank’s charter without the
prior approval of the Administrator.
‘‘(5) CAPITAL.—
‘‘(A) NO
CAPITAL
REQUIRED.—The Ad-
ministrator shall not be required to—
‘‘(i) issue any capital stock on behalf
of a bridge bank chartered under this sub-
section; or
‘‘(ii) purchase any capital stock of a
bridge bank, except that notwithstanding
any other provision of Federal or State
law, the Administrator may purchase and
retain capital stock of a bridge bank in
such amounts and on such terms as the
Administrator, in the Administrator’s dis-
cretion, determines to be appropriate.
‘‘(B) OPERATING FUNDS IN LIEU OF CAP-
ITAL.—Upon the organization of a bridge bank,
and thereafter, as the Administrator may, in
the Administrator’s discretion, determine to be
123
necessary or advisable, the Administrator may
make available to the bridge bank, upon such
terms and conditions and in such form and
amounts as the Administrator may determine
(in the Administrator’s discretion), funds for
the operation of the bridge bank in lieu of cap-
ital.
‘‘(C) 
AUTHORITY
TO
ISSUE
CAPITAL
STOCK.—The Administrator shall cause capital
stock of a bridge bank to be issued and offered
for sale in such amounts and on such terms and
conditions as the Administrator may, in the Ad-
ministrator’s discretion, determine after making
a determination that such an offering is appro-
priate.
‘‘(6) NO FEDERAL STATUS.—
‘‘(A) AGENCY
STATUS.—A bridge bank
shall not be treated as an agency, establish-
ment, or instrumentality of the United States.
‘‘(B) EMPLOYEE STATUS.—
‘‘(i) NO
FEDERAL
EMPLOYEE
STA-
TUS.—A person who serves at the request
of the Administrator as a representative
for purposes of paragraph (1)(B) or who is
an interim director, director, officer, em-
124
ployee, or agent of a bridge bank shall not
be considered to be an officer or employee
of the United States, or of any agency or
instrumentality of the United States, solely
by virtue of service in any such capacity.
‘‘(ii) STATUS OF FEDERAL EMPLOYEE
ON DETAIL.—Any employee of the Admin-
istrator or of any Federal instrumentality
who serves at the request of the Adminis-
trator as a representative for purposes of
paragraph (1)(B), or is an interim direc-
tor, director, officer, employee, or agent of
a bridge bank shall not—
‘‘(I) solely by virtue of service in
any such capacity lose any existing
status as an officer or employee of the
United States for purposes of title 5,
United States Code, or any other pro-
vision of law; or
‘‘(II) receive any salary or bene-
fits for service in any such capacity
with respect to a bridge bank in addi-
tion to such salary or benefits as are
obtained through employment with
125
the Administrator or such Federal in-
strumentality.
‘‘(7) ASSISTANCE AUTHORIZED.—The Adminis-
trator may, in the Administrator’s discretion, pro-
vide assistance under section 13(c) of the Federal
Deposit Insurance Act—
‘‘(A) to facilitate any transaction described
in clause (i), (ii), or (iii) of paragraph (10)(A)
with respect to any bridge bank in the same
manner and to the same extent as such assist-
ance may be provided under such section with
respect to an insured bank in default; or
‘‘(B) to facilitate a bridge bank’s acquisi-
tion of any assets or the assumption of any li-
abilities of an insured bank in default.
‘‘(8) ACQUISITION.—
‘‘(A) IN GENERAL.—The responsible agen-
cy shall notify the Attorney General of any
transaction involving the merger or sale of a
bridge bank requiring approval under section
18(c) of the Federal Deposit Insurance Act
and, if a report on competitive factors is re-
quested within 10 days, such transaction may
not be consummated before the 5th calendar
day after the date of approval by the respon-
126
sible agency (as defined in section 18(c)(2) of
the Federal Deposit Insurance Act) with re-
spect to the transaction.
‘‘(B) 
EXCEPTION.—If 
the 
responsible
agency (as so defined) finds that the agency
must act immediately to prevent the probable
failure of 1 of the banks involved, subparagraph
(A) shall not apply and the transaction may be
consummated immediately upon approval by the
agency.
‘‘(C) RULE APPLICABLE TO OUT-OF-STATE
HOLDING COMPANIES.—
‘‘(i) IN GENERAL.—Any depository in-
stitution, including an out-of-State deposi-
tory institution, or any out-of-State deposi-
tory institution holding company may ac-
quire and retain the capital stock or assets
of, or otherwise acquire and retain a bridge
bank if the bridge bank at any time had
assets aggregating $500,000,000 or more,
as determined by the Administrator on the
basis of the bridge bank’s reports of condi-
tion or on the basis of the last available re-
ports of condition of any insured bank in
default which has been acquired, or whose
127
assets have been acquired, by the bridge
bank.
‘‘(ii) FORM OF ACQUISITION.—The ac-
quiring entity may acquire the bridge bank
only in the same manner and to the same
extent as such entity may acquire an in-
sured bank in default under section
13(f)(2) of the Federal Deposit Insurance
Act.
‘‘(9) DURATION OF BRIDGE BANK.—
‘‘(A) IN
GENERAL.—Subject to subpara-
graph (B) and paragraphs (11) and (12), the
status of a bridge bank as such shall terminate
at the end of the 2-year period following the
date it was granted a charter.
‘‘(B) EXTENSION
OF
PERIOD.—The Ad-
ministrator may, in the Administrator’s discre-
tion, extend the status of the bridge bank as
such for 3 additional 1-year periods.
‘‘(10) TERMINATION
OF
BRIDGE
BANK
STA-
TUS.—The status of any bridge bank, as such, shall
terminate upon the earliest of—
‘‘(A) the merger or consolidation of the
bridge bank with a depository institution that is
not a bridge bank;
128
‘‘(B) at the election of the Administrator,
the sale of a majority of the capital stock of the
bridge bank to an entity other than the Admin-
istrator and other than another bridge bank;
‘‘(C) the sale of 80 percent or more of the
capital stock of the bridge bank to an entity
other than the Administrator or another bridge
bank;
‘‘(D) at the election of the Adminis-
trator—
‘‘(i) the assumption of all or substan-
tially all of the deposits and other liabil-
ities of the bridge bank by a depository in-
stitution holding company or a depository
institution that is not a bridge bank; or
‘‘(ii) the acquisition of all or substan-
tially all of the assets of the bridge bank
by a depository institution holding com-
pany, a depository institution that is not a
bridge bank, or other entity as permitted
under applicable law; and
‘‘(E) the expiration of the period applicable
under paragraph (9), or the earlier dissolution
of the bridge bank as provided in paragraph
(12).
129
‘‘(11) EFFECT OF TERMINATION EVENTS.—
‘‘(A) MERGER
OR
CONSOLIDATION.—A
bridge bank that participates in a merger or
consolidation as provided in paragraph (10)(A)
shall be considered for all purposes to be a na-
tional bank with all the rights, powers, and
privileges of a national bank, and such merger
or consolidation shall be conducted in accord-
ance with, and shall have the effect provided in,
the provisions of applicable law.
‘‘(B) CHARTER
CONVERSION.—Following
the sale of a majority of the capital stock of the
bridge bank as provided in paragraph (10)(B),
the Administrator may amend the charter of
the bridge bank to reflect the termination of the
status of the bridge bank as such, whereupon
the bank shall remain a national bank, with all
of the rights, powers, and privileges of a na-
tional bank, and shall be subject to all laws and
regulations applicable to national banks.
‘‘(C) SALE OF STOCK.—Following the sale
of 80 percent or more of the capital stock of a
bridge bank as provided in paragraph (10)(C),
the bank shall remain a national bank, with all
of the rights, powers, and privileges of a na-
130
tional bank, and shall be subject to all laws and
regulations applicable to national banks.
‘‘(D) ASSUMPTION
OF
LIABILITIES
AND
SALE OF ASSETS.—Following the assumption of
all or substantially all of the liabilities of the
bridge bank, or the sale of all or substantially
all of the assets of the bridge bank in accord-
ance with paragraph (10)(D), the bridge bank
may retain, at the election of the Administrator,
the bank’s status as a bridge bank for the pe-
riod provided in paragraph (9).
‘‘(E) EFFECT ON HOLDING COMPANIES.—
A depository institution holding company ac-
quiring a bridge bank under section 13(f) of the
Federal Deposit Insurance Act or paragraph
(8)(C) of this subsection (or any predecessor
provision) shall—
‘‘(i) not be impaired or adversely af-
fected by the termination of the status of
a bridge bank under subparagraph (A),
(B), (C), or (D) of paragraph (10); and
‘‘(ii) be entitled to the rights and
privileges provided in section 13(f) of such
Act.
131
‘‘(F) AMENDMENTS
TO
CHARTER.—Fol-
lowing the consummation of a transaction de-
scribed in subparagraph (A), (B), (C), or (D)
of paragraph (10), the charter of the resulting
institution shall be amended to reflect the ter-
mination of bridge bank status, if appropriate.
‘‘(12) DISSOLUTION OF BRIDGE BANK.—
‘‘(A) IN GENERAL.—Notwithstanding any
other provision of State or Federal law, if the
bridge bank’s status as such has not previously
been terminated by the occurrence of an event
specified in subparagraph (A), (B), (C), or (D)
of paragraph (10)—
‘‘(i) the Administrator may, in the
Administrator’s 
discretion, 
dissolve 
a
bridge bank in accordance with this para-
graph at any time; and
‘‘(ii) the Administrator shall promptly
commence dissolution proceedings in ac-
cordance with this paragraph upon the ex-
piration of the 2-year period following the
date the bridge bank was chartered, or any
extension of such period under paragraph
(9).
‘‘(B) PROCEDURES.—
132
‘‘(i) APPOINTMENT
OF
RECEIVER.—
The Comptroller of the Currency shall ap-
point the Administrator receiver for a
bridge bank upon certification by the Ad-
ministrator to the Comptroller of the Cur-
rency of the Administrator’s determination
to dissolve the bridge bank.
‘‘(ii) DUTY OF RECEIVER.—The Ad-
ministrator, as receiver, shall wind up the
affairs of the bridge bank in conformity
with the provisions of law relating to the
liquidation of closed national banks.
‘‘(iii) RIGHTS
AND
POWERS
OF
RE-
CEIVER.—With respect to any such bridge
bank, the Administrator, as receiver, shall
have all the rights, powers, and privileges
and shall perform the duties related to the
exercise of such rights, powers, or privi-
leges granted by law to a receiver of any
insured depository institution.
‘‘(iv) 
INDEPENDENCE
OF
RE-
CEIVER.—Notwithstanding any other pro-
vision of law, the Administrator shall not
be subject to the direction or supervision of
any State agency or other Federal agency
133
in the exercise of the Administrator’s
rights, powers, and privileges under this
subparagraph.
‘‘(13) MULTIPLE BRIDGE BANKS.—Subject to
paragraph (1)(B)(i), the Administrator may, in the
Administrator’s discretion, organize 2 or more
bridge banks under this subsection to assume any
deposits of, assume any other liabilities of, and pur-
chase any assets of a single bank in default.
‘‘SEC. 21D. PROVISIONS APPLICABLE TO AGENCY AS CON-
SERVATOR OR RECEIVER.
‘‘(a) OTHER EXEMPTIONS.—
‘‘(1) IN
GENERAL.—The following provisions
shall apply with respect to the Agency when the
Agency is acting as a receiver:
‘‘(A) TAX EXEMPTION.—Subject to para-
graph (3), the Agency, including the franchise,
capital, reserves, surplus, and income of the
Agency, shall be exempt from all taxation im-
posed by any State, county, municipality, or
local taxing authority.
‘‘(B) EXEMPTION
FROM
ATTACHMENT,
FORECLOSURE, AND SALE.—No property of the
Agency shall be subject to levy, attachment (in-
cluding the attachment of any involuntary lien),
134
garnishment, foreclosure, or sale without the
consent of the Administrator.
‘‘(C) EXEMPTION FROM PENALTIES.—The
Agency shall not be liable for any amounts in
the nature of penalties or fines, including those
arising from the failure of any person to pay
any real property, personal property, probate,
or recording tax or any recording or filing fees
when due.
‘‘(2) EXCEPTION
FOR
FEDERAL
TAX.—This
subsection shall not apply with respect to any tax
imposed (or other amount arising) under the Inter-
nal Revenue Code of 1986.
‘‘(3) EXCEPTION FOR REAL PROPERTY TAX.—
Notwithstanding paragraph (1)(A), any real prop-
erty of the Administrator shall be subject to State,
territorial, county, municipal, or local taxation to the
same extent according to the property’s value as
other real property is taxed, except that, notwith-
standing the failure of any person to challenge an
assessment under State law of such property’s value,
such value, and the tax on with respect to such
value, shall be determined as of the period for which
such tax is imposed.
135
‘‘(b) CERTAIN CONVICTED DEBTORS PROHIBITED
FROM PURCHASING ASSETS.—
‘‘(1) CONVICTED
DEBTORS.—Except as pro-
vided in paragraph (2), any individual who—
‘‘(A) has been convicted of an offense
under section 215, 656, 657, 1005, 1006, 1007,
1008, 1014, 1032, 1341, 1343, or 1344 of title
18, United States Code, or of conspiring to
commit such an offense, affecting any insured
depository institution for which any conservator
or receiver has been appointed; and
‘‘(B) is in default on any loan or other ex-
tension of credit from such insured depository
institution which, if not paid, will cause sub-
stantial loss to the institution, any deposit in-
surance fund, the Administrator, or the FSLIC
Resolution Fund,
may not purchase any asset of such institution from
the conservator or receiver.
‘‘(2) SETTLEMENT OF CLAIMS.—Paragraph (1)
shall not apply to the sale or transfer by the Admin-
istrator of any asset of any insured depository insti-
tution to any individual if the sale or transfer of the
asset resolves or settles, or is part of the resolution
or settlement, of—
136
‘‘(A) 1 or more claims that have been, or
could have been, asserted by the Administrator
against the individual; or
‘‘(B) obligations owed by the individual to
any insured depository institution, the FSLIC
Resolution Fund, or the Administrator.
‘‘(c) 
EXPEDITED
PROCEDURES
FOR
CERTAIN
CLAIMS.—
‘‘(1) TIME FOR FILING NOTICE OF APPEAL.—
‘‘(A) IN GENERAL.—The notice of appeal
of any order, whether interlocutory or final, en-
tered in any case brought by the Administrator
against an insured depository institution’s di-
rector, officer, employee, agent, attorney, ac-
countant, or appraiser or any other person em-
ployed by or providing services to an insured
depository institution shall be filed not later
than 30 days after the date of entry of the
order.
‘‘(B) HEARING.—The hearing of the ap-
peal shall be decided not later than 120 days
after the date of the notice of the appeal.
‘‘(C) DECISION.—The appeal shall be de-
cided not later than 180 days after the date of
the notice of the appeal.
137
‘‘(2) SCHEDULING.—
‘‘(A) IN GENERAL.—Consistent with sec-
tion 1657 of title 18, United States Code, a
court of the United States shall expedite the
consideration of any case brought by the Ad-
ministrator against an insured depository insti-
tution’s director, officer, employee, agent, attor-
ney, accountant, or appraiser or any other per-
son employed by or providing services to an in-
sured depository institution.
‘‘(B) PRIORITY.—As far as practicable, a
court referred to in subparagraph (A) shall give
a case referred to in such paragraph priority on
the court’s docket.
‘‘(3) JUDICIAL
DISCRETION.—The court may
modify the schedule and limitations stated in para-
graphs (1) and (2) in a particular case, based on a
specific finding that the ends of justice that would
be served by making such a modification would out-
weigh the best interest of the public in having the
case resolved expeditiously.
‘‘(d) SALE OF ASSETS TO ADMINISTRATOR.—
‘‘(1) IN GENERAL.—Any conservator, receiver,
or liquidator appointed for any insured depository
institution in default, including the Administrator,
138
shall be entitled to offer the assets of such deposi-
tory institutions for sale to the Administrator or as
security for loans from the Administrator.
‘‘(2) PROCEEDS.—The proceeds of every sale or
loan of assets to the Administrator shall be utilized
for the same purposes and in the same manner as
other funds realized from the liquidation of the as-
sets of such depository institutions.
‘‘(3) RIGHTS
AND
POWERS
OF
ADMINIS-
TRATOR.—
‘‘(A) IN GENERAL.—With respect to any
asset acquired or liability assumed pursuant to
this section, the Administrator shall have all of
the rights, powers, privileges, and authorities of
the Administrator as receiver under this sec-
tion.
‘‘(B) RULE
OF
CONSTRUCTION.—Such
rights, powers, privileges, and authorities shall
be in addition to and not in derogation of any
rights, powers, privileges, and authorities other-
wise applicable to the Administrator.
‘‘(C) FIDUCIARY RESPONSIBILITY.—In ex-
ercising any right, power, privilege, or authority
described in subparagraph (A), the Adminis-
trator shall continue to be subject to the fidu-
139
ciary duties and obligations of the Adminis-
trator as receiver to claimants against the in-
sured depository institution in receivership.
‘‘(D) DISPOSITION OF ASSETS.—In exer-
cising any right, power, privilege, or authority
described in subparagraph (A) regarding the
sale or disposition of assets sold to the Admin-
istrator pursuant to paragraph (1), the Admin-
istrator shall conduct the Agency’s operations
in a manner which—
‘‘(i) maximizes the net present value
return from the sale or disposition of such
assets;
‘‘(ii) minimizes the amount of any loss
realized in the resolution of cases;
‘‘(iii) ensures adequate competition
and fair and consistent treatment of
offerors;
‘‘(iv) prohibits discrimination on the
basis of race, sex, or ethnic groups in the
solicitation and consideration of offers; and
‘‘(v) maximizes the preservation of the
availability and affordability of residential
real property for low- and moderate-income
individuals.
140
‘‘(4) LOANS.—The Administrator, in the Ad-
ministrator’s discretion, may make loans on the se-
curity of or may purchase and liquidate or sell any
part of the assets of an insured depository institu-
tion which may be in default at any time.
‘‘(e) AGREEMENTS AGAINST INTERESTS OF ADMIN-
ISTRATOR.—No agreement which tends to diminish or de-
feat the interest of the Administrator in any asset ac-
quired by the Administrator under this section or sections
21A or 21C, either as security for a loan or by purchase
or as receiver of any insured depository institution, shall
be valid against the Administrator unless such agree-
ment—
‘‘(1) is in writing,
‘‘(2) was executed by the depository institution
and any person claiming an adverse interest under
the agreement, including the obligor, contempora-
neously with the acquisition of the asset by the de-
pository institution,
‘‘(3) was approved by the board of directors of
the depository institution or the institution’s loan
committee, which approval shall be reflected in the
minutes of such board or committee, and
141
‘‘(4) has been, continuously, from the time of
the agreement’s execution, an official record of the
depository institution.
‘‘(f) FOREIGN INVESTIGATIONS.—The Administrator,
as conservator or receiver of any insured depository insti-
tution and for purposes of carrying out any power, author-
ity, or duty with respect to an insured depository institu-
tion—
‘‘(1) may request the assistance of any foreign
banking authority and provide assistance to any for-
eign banking authority in accordance with section
8(v); and
‘‘(2) may each maintain an office to coordinate
foreign investigations or investigations on behalf of
foreign banking authorities.
‘‘(g) PROHIBITION ON ENTERING SECRECY AGREE-
MENTS AND PROTECTIVE ORDERS.—The Administrator
may not enter into any agreement or approve any protec-
tive order which prohibits the Administrator from disclos-
ing the terms of any settlement of an administrative or
other action for damages or restitution brought by the Ad-
ministrator in the Administrator’s capacity as conservator
or receiver for an insured depository institution.
‘‘(n) BOND NOT REQUIRED; AGENTS; FEE.—
142
‘‘(1) BONDS AND AGENTS.—The Administrator,
as receiver of an insured depository institution or
branch of a foreign bank—
‘‘(A) shall not be required to furnish bond;
and
‘‘(B) may appoint any person as agent to
assist the Agency in carrying out the Adminis-
trator’s duties as receiver.
‘‘(2) FEES.—All fees, compensation, and ex-
penses of liquidation and administration shall be
fixed by the Administrator and may be paid by the
Administrator out of funds coming into the Adminis-
trator’s possession as receiver.
‘‘(i) CONDITIONS APPLICABLE TO RESOLUTION PRO-
CEEDINGS.—
‘‘(1) CONSIDERATION OF LOCAL ECONOMIC IM-
PACT
REQUIRED.—The Administrator shall fully
consider the adverse economic impact on local com-
munities, including businesses and farms, of actions
to be taken by it during the administration and liq-
uidation of loans of a depository institution in de-
fault.
‘‘(2) ACTIONS
TO
ALLEVIATE
ADVERSE
ECO-
NOMIC IMPACT TO BE CONSIDERED.—The actions
which the Administrator shall consider include the
143
release of proceeds from the sale of products and
services for family living and business expenses and
shortening the undue length of the decisionmaking
process for the acceptance of offers of settlement
contingent upon third party financing.
‘‘(3) GUIDELINES
REQUIRED.—The Adminis-
trator shall adopt and publish procedures and guide-
lines to minimize adverse economic effects caused by
the Administrator’s actions on individual debtors in
the community.
‘‘(4) FINANCIAL
SERVICES
INDUSTRY
IMPACT
ANALYSIS.—After the appointment of the Adminis-
trator as conservator or receiver for any insured de-
pository institution and before taking any action
under this section or section 13 in connection with
the resolution of such institution, the Administrator
shall—
‘‘(A) evaluate the likely impact of the
means of resolution, and any action which the
Administrator may take in connection with such
resolution, on the viability of other insured de-
pository institutions in the same community;
and
‘‘(B) take such evaluation into account in
determining the means for resolving the institu-
144
tion and establishing the terms and conditions
for any such action.
‘‘(j) LIMITATION ON COURT ACTION.—Except as pro-
vided in this section, no court may take any action, except
at the request of the Administrator by regulation or order,
to restrain or affect the exercise of powers or functions
of the Administrator as a conservator or a receiver.
‘‘(k) LIABILITY OF DIRECTORS AND OFFICERS.—A
director or officer of an insured depository institution may
be held personally liable for monetary damages in any civil
action by, on behalf of, or at the request or direction of
the Administrator, which action is prosecuted wholly or
partially for the benefit of the Administrator—
‘‘(1) acting as conservator or receiver of such
institution,
‘‘(2) acting based upon a suit, claim, or cause
of action purchased from, assigned by, or otherwise
conveyed by such receiver or conservator, or
‘‘(3) acting based upon a suit, claim, or cause
of action purchased from, assigned by, or otherwise
conveyed in whole or in part by an insured deposi-
tory institution or an affiliate of an insured deposi-
tory institution in connection with assistance pro-
vided under section 13,
145
for gross negligence, including any similar conduct or con-
duct that demonstrates a greater disregard of a duty of
care (than gross negligence) including intentional tortious
conduct, as such terms are defined and determined under
applicable State law. Nothing in this paragraph shall im-
pair or affect any right of the Administrator under other
applicable law.
‘‘(l) DAMAGES.—In any proceeding related to any
claim against an insured depository institution’s director,
officer, employee, agent, attorney, accountant, appraiser,
or any other party employed by or providing services to
an insured depository institution, recoverable damages de-
termined to result from the improvident or otherwise im-
proper use or investment of any insured depository institu-
tion’s assets shall include principal losses and appropriate
interest.
‘‘(m) DISCLOSURES REQUIRED.—
‘‘(1) BORROWERS.—Not later than 6 months
after being appointed as receiver for any failed in-
sured depository institution that received funds, the
Administrator, shall make available to the public the
name and loan balance of any borrower from the in-
stitution who—
‘‘(A) was an executive officer, director, or
principal shareholder of the institution, or a re-
146
lated interest of any such person, as such terms
are defined in section 22(h) of the Federal Re-
serve Act; and
‘‘(B) at the time that the receiver was ap-
pointed, was more than 90 days delinquent on
a loan.
‘‘(2) 
TRANSACTIONS.—Not 
later 
than 
months after being appointed receiver for any failed
insured depository institution that received funds,
the Administrator shall make available, and periodi-
cally update, a list of pending and settled lawsuits
brought by the Administrator involving transactions
(other than loans described in paragraph (1)) that
caused a material loss to such institution or to the
deposit insurance fund.
‘‘(3) DEFINITIONS.—For purposes of this sub-
section—
‘‘(A) FAILED DEPOSITORY INSTITUTION.—
The term ‘failed’, when used in connection with
a reference to an insured depository institution,
means an insured depository institution—
‘‘(i) for which the Administrator has
been appointed as receiver or liquidating
agent; or
147
‘‘(ii) with respect to which the Admin-
istrator or the Federal Deposit Insurance
Corporation has exercised the power to
provide assistance under section 13(c)(2)
of the Federal Deposit Insurance Act.
‘‘(B) RECEIVED
FUNDS.—The term ‘re-
ceived funds’, when used in connection with a
reference to an insured depository institution,
means a transaction in which an insured depos-
itory institution, any company that controls
such institution, or any acquiring institution re-
ceives cash or other valuable consideration from
the Federal Deposit Insurance Corporation or
any Federal Reserve bank (with respect to any
loan by such bank which is outstanding for
more than 30 days while the insured depository
institution is critically undercapitalized) within
the 1-year period before the failure of the in-
sured depository institution whether in the form
of a loan, a payment to depositors or other
creditors, the assumption of liabilities, or other-
wise.
‘‘(n) PAYMENT AS DISCHARGE OF LIABILITY.—Pay-
ment of an insured deposit to any person by the Adminis-
trator shall discharge the Administrator, and payment of
148
a transferred deposit to any person by the new bank or
by an insured depository institution in which a transferred
deposit has been made available shall discharge the Ad-
ministrator and such new bank or other insured depository
institution, to the same extent that payment to such per-
son by the depository institution in default would have dis-
charged the institution from liability for the insured de-
posit.
‘‘(o) RECOGNITION OF OWNERS.—Except as other-
wise prescribed by the Administrator, the Administrator,
any new bank, and any other insured depository institu-
tion shall not be required to recognize as the owner of
any portion of a deposit appearing on the records of the
depository institution in default under a name other than
that of the claimant, any person whose name or interest
as such owner is not disclosed on the records of such de-
pository institution in default as part owner of said de-
posit, if such recognition would increase the aggregate
amount of the insured deposits in such depository institu-
tion in default.
‘‘(p) OFFSETS FOR OTHER LIABILITIES.—The Ad-
ministrator may withhold payment of such portion of the
insured deposit of any depositor in a depository institution
in default as may be required to provide for the payment
of the amount of any liability of such depositor to the de-
149
pository institution in default or the receiver for such in-
stitution, which is not offset against a claim due from such
depository institution, pending the determination and pay-
ment of such amount by such depositor or any other per-
son liable for such amount.
‘‘(q) DISPOSITION OF UNCLAIMED ACCOUNTS.—
‘‘(1) CASH DISTRIBUTIONS.—
‘‘(A) IN GENERAL.—If, in connection with
any cash distribution under section 21C(d) to
insured depositors at any insured depository in-
stitution, any depositor fails to claim such pay-
ment for the depositor’s insured deposit from
the Administrator before the later of—
‘‘(i) the end of the 3-month period be-
ginning on the date on which the Adminis-
trator mailed a notice of the distribution to
the depositor at the last-known address for
the depositor on the books of the institu-
tion; and
‘‘(ii) the end of the 18-month period
beginning on the date of the appointment
of a receiver for such institution,
the Administrator shall notify the appropriate
State and offer to transfer to the custody of
such State an amount equal to the insured de-
150
posit of such depositor at such institution for
disposition by such State in accordance with
any State law which provides for the disposition
of abandoned or unclaimed property in the
State.
‘‘(B) DISPOSITION
OF
CLAIMS
IF
STATE
DOES NOT ACCEPT CUSTODY.—
‘‘(i) AVAILABILITY TO DEPOSITOR.—If
the appropriate State does not accept the
custody of the amount of any insured de-
posit which the Administrator offers to
transfer under subparagraph (A), the Ad-
ministrator shall permit the depositor (on
whose behalf such transfer was offered) to
make a claim against the Administrator
for an amount equal to the insured de-
posit.
‘‘(ii) TERMINATION OF CLAIM AT END
OF
RECEIVERSHIP.—If a depositor de-
scribed in clause (i) fails to make a claim
under such clause for the amount of the
insured deposit of such depositor at the in-
sured depository institution before the ter-
mination of the receivership—
151
‘‘(I) all rights of the depositor
against the Administrator with re-
spect to such insured deposit shall be
barred; and
‘‘(II) notwithstanding any provi-
sion of State law, the insured deposit
shall become the property of the Ad-
ministrator.
‘‘(C) DISPOSITION
OF
CLAIMS
IF
STATE
DOES
ACCEPT
CUSTODY.—If the appropriate
State does accept the custody of the amount of
any insured deposit which the Administrator of-
fers to transfer under subparagraph (A), all
rights of the depositor against the Adminis-
trator with respect to such deposit shall be
barred as of the date of the transfer.
‘‘(D) 
REVERSION
TO
ADMINISTRATOR
AFTER
YEARS
AND
TERMINATION
OF
ALL
CLAIMS OF DEPOSITOR.—If an insured deposit
is transferred to the custody of the appropriate
State and is not claimed by the depositor before
the end of the 10-year period beginning on the
date of the transfer—
‘‘(i) the deposit shall be transferred
back to the Administrator;
152
‘‘(ii) all rights of the depositor against
the State with respect to such insured de-
posit shall be barred as of the date of the
transfer to the Administrator; and
‘‘(iii) notwithstanding any provision of
State law, the insured deposit shall become
the property of the Administrator.
‘‘(2) TRANSFERRED DEPOSITS.—
‘‘(A) IN GENERAL.—If the Administrator
satisfies the Administrator’s obligation under
section 21C(d)(1) by making available to each
depositor a transferred deposit in an insured
depository institution (including a new bank or
bridge bank), all rights of the depositor against
the Administrator with respect to the trans-
ferred deposit shall be barred as of the date of
the transfer except to the extent otherwise pro-
vided under subparagraph (B).
‘‘(B) OFFER TO TRANSFER TO STATES.—
If any depositor fails to claim a transferred de-
posit from the insured depository institution to
which such transfer was made under section
21C(d)(1) before the end of the 18-month pe-
riod beginning on the date of the deposit trans-
fer to such institution—
153
‘‘(i) the institution shall transfer the
insured deposit back to the Administrator;
‘‘(ii) the Administrator shall notify
the appropriate State and offer to transfer
to the custody of such State an amount
equal to the insured deposit of such deposi-
tor at such institution for disposition by
such State in accordance with any State
law which provides for the disposition of
abandoned or unclaimed property in the
State; and
‘‘(iii) subparagraphs (B), (C), and (D)
of paragraph (1) shall apply with respect
to such deposit as of the date the Adminis-
trator notifies the appropriate State pursu-
ant to clause (ii).
‘‘(3) APPROPRIATE STATE DEFINED.—For pur-
poses of this subsection, the term ‘appropriate State’
means, with respect to any insured deposit for which
a cash distribution or transferred deposit is made
available under section 21C(d), the State whose laws
providing for the disposition of abandoned or un-
claimed property would have applied to such deposit
if no conservator or receiver had been appointed for
155
made only from the Savings Association Insur-
ance Fund.
‘‘(3) PAYMENTS
FOR
SECTION 13(c) ASSIST-
ANCE.—All transfers under paragraph (1) by the
Corporation pursuant to a request under section
13(c)(11) shall be made in accordance with section
13(c)(12).
‘‘(g) CLAIM
OF CORPORATION AGAINST ADMINIS-
TRATOR.—In the case of any transfer to the Administrator
under subsection (f) with respect to any insured depository
institution, the Corporation shall have a claim against the
Administrator of the Resolution, Asset Management, and
Liquidation Agency for the amount by which the amount
realized by the Administrator pursuant to the subrogation
under section 21C(e) of the Federal Home Loan Bank Act
exceeds the administrative expenses incurred by the Ad-
ministrator as receiver of such institution (to the extent
such excess amount does not exceed the amount of the
transfer).’’.
(c) ASSISTANCE AND ACQUISITION AUTHORITY OF
ADMINISTRATOR AND FDIC.—
(1) ASSISTANCE POWERS OF THE AGENCY AND
THE FDIC.—Section 13(c) of the Federal Deposit In-
surance Act (12 U.S.C. 1823) is amended to read as
follows:
156
‘‘(c) FINANCIAL ASSISTANCE FOR FAILED OR FAIL-
ING INSURED DEPOSITORY INSTITUTIONS.—
‘‘(1) ASSISTANCE
AUTHORIZED.—The appro-
priate agency may, in the sole discretion of the head
of the agency and upon such terms and conditions
as the head of the agency may prescribe, to make
loans to, to make deposits in, to purchase the assets
or securities of, to assume the liabilities of, or to
make contributions to, any insured depository insti-
tution—
‘‘(A) if such action is taken to prevent the
default of such insured depository institution;
‘‘(B) if, with respect to an insured deposi-
tory institution in default, such action is taken
to restore such institution to normal operation;
or
‘‘(C) if, when severe financial conditions
exist which threaten the stability of a signifi-
cant number of insured depository institutions
or of insured depository institutions possessing
significant financial resources, such action is
taken in order to lessen the risk to the appro-
priate agency posed by such insured depository
institution under such threat of instability.
157
‘‘(2) ASSISTANCE IN CONNECTION WITH MERG-
ERS AND ACQUISITIONS.—
‘‘(A) IN GENERAL.—In order to facilitate a
merger or consolidation of a qualified insured
depository institution with another insured de-
pository institution, the sale of any asset of, or
the assumption of any liability of, a qualified
insured depository institution by another in-
sured depository institution, or the acquisition
of the stock of a qualified insured depository in-
stitution, the appropriate agency may, in the
sole discretion of the head of the agency and
upon such terms and conditions as the head of
the agency may prescribe—
‘‘(i) purchase any such assets or as-
sume any such liabilities;
‘‘(ii) make loans or contributions to,
or deposits in, or purchase the securities
of, the acquiring insured depository insti-
tution or the company which controls or
will acquire control of the acquiring in-
sured depository institution; and
‘‘(iii) guarantee the acquiring insured
depository institution, or the company
which controls or will acquire control of
158
the acquiring insured depository institu-
tion, against loss by reason of such institu-
tion’s acquisition of a qualified insured de-
pository institution or by reason of such
company acquiring control of such acquir-
ing insured depository institution.
‘‘(B) STAY
OF
OTHER
ACTION
ON
RE-
QUEST.—At the request of the appropriate
agency, any action to which the appropriate
agency is or becomes a party by acquiring any
asset or exercising any other authority under
this section shall be stayed by the court of ju-
risdiction for a period of 60 days.
‘‘(C) QUALIFIED INSURED DEPOSITORY IN-
STITUTION
DEFINED.—For purposes of sub-
paragraph (A), the term ‘qualified insured de-
pository institution’ means an insured deposi-
tory institution which—
‘‘(i) is in default;
‘‘(ii) in the judgment of the Board of
Directors, is in danger of default; or
‘‘(iii) when severe financial conditions
exist which threaten the stability of a sig-
nificant number of insured depository in-
stitutions or of insured depository institu-
159
tions possessing significant financial re-
sources, is determined by the appropriate
agency, in the sole discretion of the head
of the agency, to require assistance under
subparagraph (A) in order to lessen the
risk to any appropriate agency or deposit
insurance fund posed by such insured de-
pository institution under such threat of
instability.
‘‘(D) 
ADDITIONAL
DEFINITIONS.—For
purposes of this paragraph—
‘‘(i) ACQUIRING INSURED DEPOSITORY
INSTITUTION.—The term ‘acquiring in-
sured depository institution’ means an in-
sured depository institution which acquires
(as defined in subsection (f)(8)(B)) an-
other insured depository institution.
‘‘(ii) ACQUISITION.—The term ‘acqui-
sition’ means a transaction described in
any clause of subsection (f)(8)(B).
‘‘(3) APPROPRIATE
AGENCY
DEFINED.—For
purposes of this subsection and subsections (f) and
(k)—
‘‘(A) IN GENERAL.—The term ‘appropriate
agency’ means—
160
‘‘(i) the Corporation, in the case of
any payments authorized to be made under
this section to, or on behalf of, an insured
depository institution for which a conserva-
tor or receiver has not been appointed; and
‘‘(ii) the Resolution, Asset Manage-
ment, and Liquidation Agency, in the case
of any payments authorized to be made
under this section to, or on behalf of, an
insured depository institution for which a
conservator or receiver has been appointed.
‘‘(B) HEAD OF THE APPROPRIATE AGEN-
CY.—The term ‘head of the appropriate agency’
means—
‘‘(i) the Board of Directors, in the
case of the Corporation; and
‘‘(ii) the Administrator, in the case of
the Resolution, Asset Management, and
Liquidation Agency.
‘‘(4) LEAST-COST RESOLUTION REQUIRED.—
‘‘(A) IN GENERAL.—Notwithstanding any
other provision of this Act, the appropriate
agency may not exercise any authority under
this subsection or subsection (d), (f), (h), or (k)
161
of this section with respect to any insured de-
pository institution unless—
‘‘(i) the agency determines that the
exercise of such authority is necessary to
meet the obligation of the Corporation to
provide insurance coverage for the insured
deposits in such institution; and
‘‘(ii) the total amount of any expendi-
tures by the Administrator or the Corpora-
tion and any obligations incurred by the
Administrator or the Corporation (includ-
ing any immediate and long-term obliga-
tion of any such agency and any direct or
contingent liability for future payment by
any such agency) in connection with the
exercise of any such authority with respect
to such institution is the least costly to the
applicable deposit insurance fund of all
possible methods for meeting any obliga-
tion of the Administrator or the Corpora-
tion under this section or section 21C or
21D of the Federal Home Loan Bank Act.
‘‘(B) DETERMINING
LEAST
COSTLY
AP-
PROACH.—In determining how to satisfy the
appropriate agency’s obligations to an institu-
162
tion’s insured depositors at the least possible
cost to the deposit insurance fund, the agency
shall comply with the following provisions:
‘‘(i) PRESENT-VALUE ANALYSIS; DOC-
UMENTATION REQUIRED.—The appropriate
agency shall—
‘‘(I) evaluate alternatives on a
present-value basis, using a realistic
discount rate;
‘‘(II) document that evaluation
and the assumptions on which the
evaluation is based, including any as-
sumptions with regard to interest
rates, asset recovery rates, asset hold-
ing costs, and payment of contingent
liabilities; and
‘‘(III) retain the documentation
for not less than 5 years.
‘‘(ii) FOREGONE
TAX
REVENUES.—
Federal tax revenues that the Government
would forego as the result of a proposed
transaction, to the extent reasonably ascer-
tainable, shall be treated as if they were
revenues foregone by the deposit insurance
fund.
163
‘‘(C) TIME OF DETERMINATION.—
‘‘(i) GENERAL
RULE.—For purposes
of this subsection, the determination of the
costs of providing any assistance under
paragraph (1) or (2) or any other provision
of this section with respect to any deposi-
tory institution shall be made as of the
date on which the appropriate agency
makes the determination to provide such
assistance to the institution under this sec-
tion.
‘‘(ii) RULE FOR LIQUIDATIONS.—For
purposes of this subsection, the determina-
tion of the costs of liquidation of any de-
pository institution shall be made as of the
earliest of—
‘‘(I) the date on which a con-
servator is appointed for such institu-
tion;
‘‘(II) the date on which a receiver
is appointed for such institution; or
‘‘(III) the date on which the ap-
propriate agency makes any deter-
mination to provide any assistance
164
under this section with respect to such
institution.
‘‘(D) LIQUIDATION COSTS.—In determin-
ing the cost of liquidating any depository insti-
tution for the purpose of comparing the costs
under subparagraph (A) (with respect to such
institution), the amount of such cost may not
exceed the amount which is equal to the sum of
the insured deposits of such institution as of
the earliest of the dates described in subpara-
graph (C), minus the present value of the total
net amount the Administrator could reasonably
expect to receive from the disposition of the as-
sets of such institution in connection with such
liquidation.
‘‘(E) DEPOSIT INSURANCE FUNDS AVAIL-
ABLE FOR INTENDED PURPOSE ONLY.—
‘‘(i) IN
GENERAL.—After December
31, 1994, or at such earlier time as the ap-
propriate agency determines to be appro-
priate, the appropriate agency may not
take any action, directly or indirectly, with
respect to any insured depository institu-
tion that would have the effect of increas-
165
ing losses to any insurance fund by pro-
tecting—
‘‘(I) depositors for more than the
insured portion of deposits (deter-
mined without regard to whether such
institution is liquidated); or
‘‘(II) creditors other than deposi-
tors.
‘‘(ii) DEADLINE FOR REGULATIONS.—
The appropriate agency shall prescribe reg-
ulations to implement clause (i) not later
than January 1, 1994, and the regulations
shall take effect not later than January 1,
1995.
‘‘(iii) PURCHASE
AND
ASSUMPTION
TRANSACTIONS.—No provision of this sub-
paragraph shall be construed as prohibit-
ing the Administrator from allowing any
person who acquires any assets or assumes
any liabilities of any insured depository in-
stitution for which the Administrator has
been appointed conservator or receiver to
acquire uninsured deposit liabilities of such
institution so long as the insurance fund
does not incur any loss with respect to
166
such deposit liabilities in an amount great-
er than the loss which would have been in-
curred with respect to such liabilities if the
institution had been liquidated.
‘‘(F) DISCRETIONARY DETERMINATIONS.—
Any determination which the appropriate agen-
cy may make under this paragraph shall be
made in the sole discretion of the agency.
‘‘(G) SYSTEMIC RISK.—
‘‘(i) EMERGENCY DETERMINATION BY
SECRETARY OF THE TREASURY.—Notwith-
standing subparagraphs (A) and (E), if,
upon the written recommendation of the
head of the appropriate agency (in the case
of the Corporation, upon a vote of not less
than two-thirds of the members of the
Board of Directors) and the Board of Gov-
ernors of the Federal Reserve System
(upon a vote of not less than two-thirds of
the members of such Board), the Secretary
of the Treasury (in consultation with the
President) determines that—
‘‘(I) the appropriate agency’s
compliance with subparagraphs (A)
and (E) with respect to an insured de-
167
pository institution would have serious
adverse effects on economic conditions
or financial stability; and
‘‘(II) any action or assistance
under this subparagraph would avoid
or mitigate such adverse effects,
the agency may take other action or pro-
vide assistance under this section as nec-
essary to avoid or mitigate such effects.
‘‘(ii) REPAYMENT OF LOSS.—The Cor-
poration shall recover, to the appropriate
insurance fund, any loss arising from any
action taken or assistance provided with
respect to an insured depository institution
under clause (i) expeditiously from 1 or
more emergency special assessments on the
members of the insurance fund (of which
such institution is a member) equal to the
product of—
‘‘(I) an assessment rate estab-
lished by the Corporation; and
‘‘(II) the amount of each mem-
ber’s average total assets during the
semiannual period, minus the sum of
the amount of the member’s average
168
total tangible equity and the amount
of the member’s average total subordi-
nated debt.
‘‘(iii) DOCUMENTATION REQUIRED.—
The Secretary of the Treasury shall—
‘‘(I) document any determination
under clause (i); and
‘‘(II) retain the documentation
for review under clause (iv).
‘‘(iv) GAO REVIEW.—The Comptroller
General of the United States shall review
and report to the Congress on any deter-
mination under clause (i), including—
‘‘(I) the basis for the determina-
tion;
‘‘(II) the purpose for which any
action was taken pursuant to such
clause; and
‘‘(III) the likely effect of the de-
termination and such action on the in-
centives and conduct of insured depos-
itory institutions and uninsured de-
positors.
‘‘(v) NOTICE.—
169
‘‘(I) IN
GENERAL.—The Sec-
retary of the Treasury shall provide
written notice of any determination
under clause (i) to the Committee on
Banking, Housing, and Urban Affairs
of the Senate and the Committee on
Banking, Finance and Urban Affairs
of the House of Representatives.
‘‘(II) DESCRIPTION OF BASIS OF
DETERMINATION.—The notice under
subclause (I) shall include a descrip-
tion of the basis for any determination
under clause (i).
‘‘(H) RULE OF CONSTRUCTION.—No provi-
sion of law shall be construed as permitting the
appropriate agency to take any action prohib-
ited by this paragraph unless such provision ex-
pressly provides, by direct reference to this
paragraph, that this paragraph shall not apply
with respect to such action.
‘‘(5) PROHIBITION ON PURCHASE OF COMMON
STOCK.—
‘‘(A) IN GENERAL.—The appropriate agen-
cy may not use any authority under this sub-
170
section to purchase the voting or common stock
of an insured depository institution.
‘‘(B) AUTHORITY TO ENTER INTO AGREE-
MENTS.—Subparagraph (A) shall not be con-
strued as limiting the ability of the appropriate
agency to enter into and enforce covenants and
agreements that the agency determines to be
necessary to protect the financial interest of the
agency and the deposit insurance funds.
‘‘(6) TAX DEFERRED STATUS.—
‘‘(A) IN GENERAL.—During any period in
which an insured depository institution has re-
ceived assistance under this subsection and
such assistance is still outstanding, such in-
sured depository institution may defer the pay-
ment of any State or local tax which is deter-
mined on the basis of the deposits held by such
insured depository institution or of the interest
or dividends paid on such deposits.
‘‘(B) REPAYMENT OF DEFERRED TAXES.—
‘‘(i) IN GENERAL.—When an insured
depository institution referred to in sub-
paragraph (A) no longer has any outstand-
ing assistance, such insured depository in-
171
stitution shall pay all taxes which were de-
ferred under subparagraph (A).
‘‘(ii) REPAYMENT
PLAN.—Payments
pursuant to clause (i) shall be made in ac-
cordance with a payment plan established
by the appropriate agency, after consulta-
tion with the applicable State and local
taxing authorities.
‘‘(7) RULE RELATING TO TRANSFERS OF TRUST
BUSINESS.—Any transfer under paragraph (2)(A) of
any assets or liabilities associated with any trust
business of an insured depository institution in de-
fault shall be effective without any State or Federal
approval, assignment, or consent with respect to
such transfer.
‘‘(8) ASSISTANCE
BEFORE
APPOINTMENT
OF
CONSERVATOR OR RECEIVER.—
‘‘(A) IN GENERAL.—Subject to the least-
cost provisions of paragraph (4), the Corpora-
tion shall consider providing direct financial as-
sistance under this section for depository insti-
tutions before the appointment of a conservator
or receiver for such institution only under the
following circumstances:
172
‘‘(i) 
TROUBLED
CONDITION
CRI-
TERIA.—The Corporation determines—
‘‘(I) grounds for the appointment
of a conservator or receiver exist or
likely will exist in the future unless
the depository institution’s capital lev-
els are increased; and
‘‘(II) it is unlikely that the insti-
tution can meet all currently applica-
ble capital standards without assist-
ance.
‘‘(ii) OTHER CRITERIA.—The deposi-
tory institution meets the following cri-
teria:
‘‘(I) The appropriate Federal
banking agency and the Corporation
have determined that, during such pe-
riod of time preceding the date of
such determination as the agency or
the Corporation considers to be rel-
evant, the institution’s management
has been competent and has complied
with applicable laws, rules, and super-
visory directives and orders.
173
‘‘(II) The institution’s manage-
ment did not engage in any insider
dealing, speculative practice, or other
abusive activity.
‘‘(B) PUBLIC
DISCLOSURE.—Any deter-
mination under this paragraph to provide as-
sistance under this section shall be made in
writing and published in the Federal Register.
‘‘(9) SUBORDINATION
OF
ASSISTANCE.—Any
assistance provided under this subsection may be in
subordination to the rights of depositors and other
creditors.
‘‘(10) ITEMS IN ANNUAL REPORT.—In the ap-
propriate agency’s annual report to the Congress,
the agency shall report the total amount saved, or
the amount which the agency estimates has been
saved, by exercising any authority under this sub-
section.
‘‘(11) REQUEST
FOR
FUNDS
FROM
FDIC.—
Upon making a determination to make any payment
under this subsection to or on behalf of any insured
depository institution which is a Bank Insurance
Fund member or a Savings Association Insurance
Fund member, the Administrator shall request the
Federal Deposit Insurance Corporation to transfer
174
to the Administrator the amount required for the
Administrator to make such payment.
‘‘(12) SOURCE OF FUNDS.—
‘‘(A) BANK INSURANCE FUND.—If the de-
pository institution to which, or on whose be-
half, a payment is made under this subsection
is a Bank Insurance Fund member, only funds
held in the Bank Insurance Fund may be—
‘‘(i) used by the Corporation to make
such payments; or
‘‘(ii) transferred to the Administrator
to make such payments pursuant to a re-
quest under paragraph (11).
‘‘(B) SAVINGS
ASSOCIATION
INSURANCE
FUND.—If the depository institution to which,
or on whose behalf, a payment is made under
this subsection is a Savings Association Insur-
ance Fund member (including institutions for
which the Resolution Trust Corporation was ap-
pointed as a conservator or receiver before such
corporation was abolished), only funds held in
the Savings Association Insurance Fund may
be—
‘‘(i) used by the Corporation to make
such payments; or
175
‘‘(ii) transferred to the Administrator
to make such payments pursuant to a re-
quest under paragraph (11).
‘‘(C) ASSOCIATIONS
SUBJECT
TO
FSLIC
RESOLUTION FUND.—If the depository institu-
tion to which, or on whose behalf, a payment is
made under this subsection is an institution for
which the Administrator has been appointed
conservator or receiver under section 11A(a)(5)
of the Federal Deposit Insurance Act as the
successor of the Corporation, funds for such
payments shall be obtained by the Adminis-
trator from the Administrator’s own resources
under subsections (b) and (c) of section 11A.
‘‘(13) ASSISTANCE
FOR
ACQUISITIONS
BY
OTHER PERSONS.—The appropriate agency may pro-
vide any person which acquires (as defined in sub-
section (f)(8)(B)) an insured depository institution
under subsection (f) or (k) with any financial assist-
ance as the agency could provide to an insured de-
pository institution under this subsection.’’.
(2) INTERSTATE
EMERGENCY
BANK
ACQUISI-
TION AUTHORITY OF THE AGENCY AND THE FDIC.—
Section 13(f) of the Federal Deposit Insurance Act
(12 U.S.C. 1823(f)) is amended to read as follows:
176
‘‘(f) ASSISTED EMERGENCY INTERSTATE ACQUISI-
TIONS.—
‘‘(1) AUTHORITY AVAILABLE ONLY WITH SUB-
SECTION (c) ASSISTANCE.—This subsection shall
apply only to an acquisition of an insured bank or
a holding company by an out-of-State bank or sav-
ings association or an out-of-State holding company
for which the appropriate agency provides assistance
under subsection (c).
‘‘(2) FAILED BANKS.—
‘‘(A) IN
GENERAL.—If an insured bank
with total assets of $500,000,000 or more (as
determined from its most recent report of con-
dition) is in default, the Administrator, as re-
ceiver, may, in the Administrator’s discretion
and upon such terms and conditions as the Ad-
ministrator may determine, arrange the sale of
assets of the bank in default and the assump-
tion of the liabilities of the bank in default, in-
cluding the sale of such assets to and the as-
sumption of such liabilities by an insured depos-
itory institution which is—
‘‘(i) located in the State in which the
bank in default was chartered; and
177
‘‘(ii) controlled by an out-of-State
bank or an out-of-State depository institu-
tion holding company.
‘‘(B) APPROVAL OF OTHER REGULATORY
AGENCIES.—No transaction may be approved
by the Administrator under this paragraph
without the approval of the primary Federal or
State supervisor of all parties to the trans-
action, to the extent such approval is otherwise
lawfully required.
‘‘(C) CONSULTATION
WITH
STATE
BANK
SUPERVISOR.—
‘‘(i) IN GENERAL.—Before making a
determination to take any action under
subparagraph (A), the Administrator shall
consult the State bank supervisor of the
State in which the insured bank in default
was chartered.
‘‘(ii) 
OPPORTUNITY
FOR
OBJEC-
TION.— The State bank supervisor shall be
given a reasonable opportunity, and in no
event less than 48 hours, to object to the
approval by the Administrator of a trans-
action under this paragraph.
178
‘‘(iii) 
NOTICE
BEFORE
APPOINT-
MENT.—Notice under clause (ii) may be
provided by the Administrator with respect
to a bank in default before a receiver is ap-
pointed for the bank, if the Administrator
determines an appointment of a receiver is
pending.
‘‘(iv) WRITTEN
NOTICE
OF
DETER-
MINATION.—If the State bank supervisor
objects to a transaction under this para-
graph during the period available for such
objection in accordance with clause (ii), the
Administrator shall provide to the State
bank supervisor a written certification of
the Administrator’s determination with re-
spect to such objection as soon as prac-
ticable after the determination is made.
‘‘(3) EMERGENCY
ACQUISITIONS
OF
INSURED
BANKS IN DANGER OF DEFAULT.—
‘‘(A) ACQUISITION OF INSURED BANKS IN
DANGER OF DEFAULT.—1 or more out-of-State
banks or out-of-State depository institution
holding companies may acquire and retain all or
part of the shares or assets of, or otherwise ac-
quire and retain—
179
‘‘(i) an insured bank in danger of de-
fault 
which 
has 
total 
assets 
of
$500,000,000 or more; or
‘‘(ii) 2 or more affiliated insured
banks in danger of default which have ag-
gregate total assets of $500,000,000 or
more, if the aggregate total assets of such
banks is equal to or greater than 33 per-
cent of the aggregate total assets of all af-
filiated insured banks.
‘‘(B) ACQUISITION
OF
A
HOLDING
COM-
PANY
OR
OTHER
BANK
AFFILIATE.—If 1 or
more out-of-State banks or out-of-State deposi-
tory institution holding companies acquire 1 or
more affiliated insured banks under subpara-
graph (A) the aggregate total assets of which is
equal to or greater than 33 percent of the ag-
gregate total assets of all affiliated insured
banks, any such out-of-State bank or out-of-
State insured depository holding company may
also, as part of the same transaction, acquire
and retain the shares or assets of, or otherwise
acquire and retain—
180
‘‘(i) the holding company which con-
trols the affiliated insured banks so ac-
quired; or
‘‘(ii) any other affiliated insured bank.
‘‘(C) REQUEST FOR ASSISTANCE BY COR-
PORATE BOARD OF DIRECTORS.—The Corpora-
tion may assist an acquisition or merger au-
thorized under subparagraph (A) only if the
board of directors or trustees of each insured
bank in danger of default which is being ac-
quired has requested in writing that the Cor-
poration assist the acquisition or merger.
‘‘(D) CERTAIN ACQUISITIONS AUTHORIZED
AFTER
ASSISTANCE
IS
PROVIDED.—Notwith-
standing paragraph (1), if—
‘‘(i) at any time after the date of the
enactment of the Financial Institutions
Emergency Acquisitions Amendments of
1987, the Corporation provides any assist-
ance under subsection (c) to an insured
bank; and
‘‘(ii) at the time such assistance is
granted, the insured bank, the holding
company which controls the insured bank
(if any), or any affiliated insured bank is
181
eligible to be acquired by an out-of-State
bank or out-of-State depository institution
holding company under this paragraph,
the insured bank, the holding company, and
such other affiliated insured bank shall remain
eligible, subject to such terms and conditions as
the Corporation (in the discretion of the Board
of Directors) may impose, to be acquired by an
out-of-State bank or out-of-State depository in-
stitution holding company under this paragraph
as long as any portion of such assistance re-
mains outstanding.
‘‘(E) 
STATE
BANK
SUPERVISOR
AP-
PROVAL.—The Corporation may take no final
action in connection with any acquisition under
this paragraph unless the State bank supervisor
of the State in which the bank in danger of de-
fault is located approves the acquisition.
‘‘(F) OTHER
REQUIREMENTS
NOT
AF-
FECTED.—No provision of this paragraph shall
be construed as affecting any other requirement
under Federal or State law for regulatory ap-
proval of an acquisition under this paragraph.
‘‘(G) ACQUISITION MAY BE CONDITIONED
ON RECEIPT OF CONSIDERATION FOR CORPORA-
182
TION’S ASSISTANCE.—Any acquisition described
in subparagraph (D) may be conditioned on the
receipt of such consideration for the Corpora-
tion’s assistance to the extent the Board of Di-
rectors deems appropriate.
‘‘(4) COORDINATION WITH OTHER PROVISIONS
OF LAW.—
‘‘(A) ACQUISITIONS NOT SUBJECT TO CER-
TAIN OTHER LAWS.—Section 3(d) of the Bank
Holding Company Act of 1956, any provision of
State law, and section 10(e)(3) of the Home
Owners’ Loan Act shall not apply so as to pro-
hibit any acquisition under paragraph (2) or
(3), except that an out-of-State bank may make
such an acquisition only if such ownership is
otherwise specifically authorized.
‘‘(B) OPERATION
OF
BRANCHES.—Any
subsidiary created by operation of this sub-
section may retain and operate any existing
branch or branches of the institution merged
with or acquired under paragraph (2) or (3),
but otherwise shall be subject to the conditions
upon which a national bank may establish and
operate branches in the State in which such in-
sured institution is located.
183
‘‘(C) CHANGE
OF
HEADQUARTERS.—No
insured institution acquired under this sub-
section shall, after such acquisition, move the
principal office or any branch office of the insti-
tution which, if the institution were a national
bank, the institution would be prohibited from
moving.
‘‘(D) 
SUBSEQUENT
NONEMERGENCY
INTERSTATE ACQUISITIONS SUBJECT TO STATE
LAW.—
‘‘(i) IN GENERAL.—Any out-of-State
bank holding company which acquires con-
trol of an insured bank in any State under
paragraph (2) or (3) may acquire any
other insured bank and establish branches
in such State to the same extent as a bank
holding company whose insured bank sub-
sidiaries’ operations are principally con-
ducted in such State may acquire any
other insured bank or establish branches.
‘‘(ii) DELAYED DATE OF APPLICABIL-
ITY.—Clause (i) shall not apply with re-
spect to any out-of-State bank holding
company referred to in such clause before
the earlier of—
184
‘‘(I) the end of the 2-year period
beginning on the date the acquisition
referred to in such clause with respect
to such company is consummated; or
‘‘(II) the end of any period estab-
lished under State law during which
such out-of-State bank holding com-
pany may not be treated as a bank
holding company whose insured bank
subsidiaries’ operations are principally
conducted in such State for purposes
of acquiring other insured banks or
establishing bank branches.
‘‘(iii) 
DETERMINATION
OF
PRIN-
CIPALLY
CONDUCTED.—For purposes of
this subparagraph, the State in which the
operations of a holding company’s insured
bank subsidiaries are principally conducted
is the State determined under section 3(d)
of the Bank Holding Company Act of 1956
with respect to such holding company.
‘‘(E) CERTAIN STATE INTERSTATE BANK-
ING
LAWS
INAPPLICABLE.—Any holding com-
pany which acquires control of any insured
bank or holding company under subparagraph
185
(D) or paragraph (2) or (3) shall not, by reason
of such acquisition, be required under the law
of any State to divest any other insured bank
or be prevented from acquiring any other bank
or holding company.
‘‘(5) SOLICITATION OF OFFERS.—In determin-
ing whether to arrange a sale of assets and assump-
tion of liabilities or an acquisition or a merger under
the authority of paragraph (2) or (3), the appro-
priate agency may solicit such offers or proposals as
are practicable from any prospective purchasers or
merger partners the agency determines, in the head
of the agency’s sole discretion, are qualified and are
capable of acquiring the assets and liabilities of the
bank in default or in danger of default.
‘‘(6) CONSIDERATION OF OFFERS.—
‘‘(A) LOWEST
ACCEPTABLE
OFFER.—If,
after receiving offers, the lowest acceptable
offer is from an offeror which is not an existing
in-State bank of the same type as the bank that
is in default or in danger of default (or, if such
bank is an insured bank other than a mutual
savings bank, the lowest acceptable offer is not
from an in-State holding company), the appro-
priate agency shall permit the offeror which
186
makes the initial lowest acceptable offer and
each offeror who makes an offer the estimated
cost of which to the agency is within 15 percent
or $15,000,000, whichever is less, of the initial
lowest acceptable offer to submit a new offer.
‘‘(B) MINIMIZE COST.—In considering au-
thorizations under this subsection, the appro-
priate agency shall give consideration to the
need to minimize the cost of financial assistance
and to the maintenance of specialized deposi-
tory institutions.
‘‘(C) PRIORITIES.—The appropriate agen-
cy shall authorize transactions under this sub-
section in order of the following priorities:
‘‘(i) First, between depository institu-
tions of the same type within the same
State.
‘‘(ii) Second, between depository insti-
tutions of the same type—
‘‘(I) in different States which by
statute specifically authorize such ac-
quisitions; or
‘‘(II) in the absence of such stat-
utes, in different States which are
contiguous.
187
‘‘(iii) Third, between depository insti-
tutions of the same type in different States
other than the States described in clause
(ii).
‘‘(iv) Fourth, between depository insti-
tutions of different types in the same
State.
‘‘(v) Fifth, between depository institu-
tions of different types—
‘‘(I) in different States which by
statute specifically authorize such ac-
quisitions; or
‘‘(II) in the absence of such stat-
utes, in different States which are
contiguous.
‘‘(vi) Sixth, between depository insti-
tutions of different types in different
States other than the States described in
clause (v).
‘‘(D) MINORITY BANK PRIORITY.—In the
case of a minority-controlled bank, the appro-
priate agency shall seek an offer from other mi-
nority-controlled banks before proceeding with
the bidding priorities set forth in subparagraph
(B).
188
‘‘(E) AGENCY DETERMINATIONS ARE DE-
TERMINATIVE.—In determining the cost of of-
fers and reoffers, the appropriate agency’s cal-
culations and estimations shall be determina-
tive.
‘‘(F) 
TIME
LIMITS.—The 
appropriate
agency may set reasonable time limits on offers
and reoffers.
‘‘(7) ANTITRUST
PROVISION.—No transaction
may be authorized under paragraph (2) or (3)—
‘‘(A) which would result in a monopoly, or
which would be in furtherance of any combina-
tion or conspiracy to monopolize or to attempt
to monopolize the business of banking in any
part of the United States;
‘‘(B) whose effect in any section of the
country may be substantially to lessen competi-
tion, or to tend to create a monopoly, or which
in any other manner would be in restraint of
trade, unless the appropriate agency finds that
the anticompetitive effects of the proposed
transactions are clearly outweighed in the pub-
lic interest by the probable effect of the trans-
action in meeting the convenience and needs of
the community to be served; or
189
‘‘(C) if, in the opinion of the appropriate
agency, the acquisition threatens the safety and
soundness of the acquirer or does not result in
the future viability of the resulting depository
institution.
‘‘(8) DEFINITION.—For purposes of this sub-
section—
‘‘(A) IN-STATE DEPOSITORY INSTITUTION
OR IN-STATE HOLDING COMPANY.—The terms
‘in-State depository institution’ and ‘in-State
holding company’ mean an existing insured de-
pository institution currently operating in the
State in which the bank in default or in danger
of default is chartered and a company that con-
trols an insured depository institution subsidi-
ary in the State in which the bank in default
or in danger of default is chartered, respec-
tively.
‘‘(B) ACQUIRE.—The term ‘acquire’ means
to acquire, directly or indirectly, ownership or
control through—
‘‘(i) an acquisition of shares;
‘‘(ii) an acquisition of assets or as-
sumption of liabilities;
‘‘(iii) a merger or consolidation; or
190
‘‘(iv) any similar transaction.
‘‘(C) AFFILIATED
INSURED
BANK.—The
term ‘affiliated insured bank’ means—
‘‘(i) when used in connection with a
reference to a depository institution hold-
ing company, an insured bank which is a
subsidiary of such holding company; and
‘‘(ii) when used in connection with a
reference to 2 or more insured banks, in-
sured banks which are subsidiaries of the
same holding company.
‘‘(D) SUBSIDIARY.—Notwithstanding sec-
tion 3(w)(4), the term ‘subsidiary’ has the
meaning given to such term in section 2(d) of
the Bank Holding Company Act of 1956.
‘‘(E) LOWEST ACCEPTABLE OFFER.—The
term ‘lowest acceptable offer’ means the offer
presenting the lowest expense to the appro-
priate agencies that is in a form and with con-
ditions acceptable to the appropriate agency.
‘‘(9) NO ASSISTANCE AUTHORIZED FOR CER-
TAIN SUBSIDIARIES OF HOLDING COMPANIES.—
‘‘(A) IN GENERAL.—The appropriate agen-
cy shall not provide any assistance to a subsidi-
ary, other than a subsidiary that is an insured
191
depository institution, of a holding company in
connection with any acquisition under this sub-
section.
‘‘(B) INTERMEDIATE
HOLDING
COMPANY
PERMITTED.—This paragraph shall not be con-
strued as prohibiting an intermediate holding
company or an affiliate of an insured depository
institution from being a conduit for assistance
ultimately intended for an insured bank.
‘‘(10) ANNUAL REPORT.—
‘‘(A) 
REQUIRED.—In 
the 
appropriate
agency’s annual report to the Congress, the
agency shall include a report on the acquisitions
approved under this subsection during the pre-
ceding year.
‘‘(B) CONTENTS.—The report required
under subparagraph (A) shall contain the fol-
lowing information:
‘‘(i) The number of acquisitions under
this subsection.
‘‘(ii) A brief description of each such
acquisition and the circumstances under
which such acquisition occurred.
‘‘(11) DETERMINATION
OF
TOTAL
ASSETS.—
For purposes of this subsection, the total assets of
192
any insured bank shall be determined on the basis
of the most recent report of condition of such bank
which is available at the time of such determination.
‘‘(12) ACQUISITION OF MINORITY BANK BY MI-
NORITY BANK HOLDING COMPANY WITHOUT REGARD
TO ASSET SIZE.—
‘‘(A) IN
GENERAL.—For the purpose of
ensuring continued minority control of a minor-
ity-controlled bank, paragraphs (2) and (3)
shall apply with respect to the acquisition of a
minority-controlled bank by an out-of-State mi-
nority-controlled depository institution or depos-
itory institution holding company without re-
gard to the fact that the total assets of such
minority-controlled 
bank 
is 
less 
than
$500,000,000.
‘‘(B) DEFINITIONS.—For purposes of this
paragraph—
‘‘(i) MINORITY BANK.—The term ‘mi-
nority bank’ means any depository institu-
tion described in clause (i), (ii), or (iii) of
section 19(b)(1)(A) of the Federal Reserve
Act—
‘‘(I) more than 50 percent of the
ownership or control of which is held
193
by one or more minority individuals;
and
‘‘(II) more than 50 percent of
the net profit or loss of which accrues
to minority individuals.
‘‘(ii) MINORITY.—The term ‘minority’
means any Black American, Native Amer-
ican, Hispanic American, or Asian Amer-
ican.’’.
(3) INSURED BRANCHES OF FOREIGN BANKS.—
Section 13(h) of the Federal Deposit Insurance Act
(12 U.S.C. 1823(h)) is amended to read as follows:
‘‘(h) APPLICABILITY
TO INSURED BRANCHES
OF
FOREIGN BANKS.—The powers conferred on the appro-
priate agencies and the heads of such agencies (as such
terms are defined in subsection (c)(3)) by this section to
take action to reopen an insured depository institution in
default or to avert the default of an insured depository
institution may be used with respect to an insured branch
of a foreign bank if, in the judgment of the head of the
appropriate agency, the public interest in avoiding the
closing of such branch substantially outweighs any addi-
tional risk of loss to the Bank Insurance Fund which the
exercise of such powers would entail.’’.
194
(4) EMERGENCY SAVINGS ASSOCIATION ACQUI-
SITION
AUTHORITY
OF
THE
AGENCY
AND
THE
FDIC.—Section 13(k) of the Federal Deposit Insur-
ance Act (12 U.S.C. 1923(k)) is amended to read as
follows:
‘‘(k) EMERGENCY ACQUISITIONS.—
‘‘(1) IN GENERAL.—
‘‘(A) ACQUISITIONS AUTHORIZED.—
‘‘(i) 
TRANSACTIONS
DESCRIBED.—
Notwithstanding any provision of State
law, upon determining that severe financial
conditions threaten the stability of a sig-
nificant number of savings associations, or
of savings associations possessing signifi-
cant financial resources, the appropriate
agency (as defined in subsection (c)(3)), in
the discretion of the head of the agency
and upon a determination by the head of
the agency that a transaction under this
subsection would lessen the risk to the
agency or a deposit insurance fund, may
authorize—
‘‘(I) a savings association that is
eligible for assistance pursuant to
subsection (c) to merge or consolidate
195
with, or to transfer the association’s
assets and liabilities to, any other sav-
ings association or any insured bank,
‘‘(II) any other savings associa-
tion to acquire control of such savings
association, or
‘‘(III) any company to acquire
control of such savings association or
to acquire the assets or assume the li-
abilities of the association.
‘‘(ii) SAFETY
AND
SOUNDNESS
RE-
QUIREMENT.—The appropriate agency may
not authorize any transaction under this
subsection unless the agency determines
that the authorization will not present a
substantial risk to the safety or soundness
of the savings association to be acquired or
any acquiring entity.
‘‘(iii) TERMS
OF
TRANSACTIONS.—
Mergers, consolidations, transfers, and ac-
quisitions under this subsection shall be on
such terms as the appropriate agency shall
provide.
‘‘(iv) APPROVAL
BY
APPROPRIATE
AGENCY.—Where otherwise required by
196
law, transactions under this subsection
shall be approved by the appropriate Fed-
eral banking agency of every party to the
transaction.
‘‘(v) ACQUISITIONS BY SAVINGS ASSO-
CIATIONS.—Any Federal savings associa-
tion which acquires another savings asso-
ciation pursuant to clause (i) may, with
the concurrence of the Director of the Of-
fice of Thrift Supervision, hold that sav-
ings association as a subsidiary notwith-
standing the percentage limitations of sec-
tion 5(c)(4)(B) of the Home Owners’ Loan
Act.
‘‘(vi) DUAL
SERVICE.—Dual service
by a management official that would other-
wise be prohibited under the Depository
Institution Management Interlocks Act
may, with the approval of the appropriate
agency, continue for up to 10 years.
‘‘(vii) CONTINUED APPLICABILITY OF
CERTAIN STATE RESTRICTIONS.—No provi-
sion of this subsection shall be construed
as superseding any State law which re-
197
stricts or limits the activities of a savings
association on behalf of another entity.
‘‘(B) CONSULTATION
WITH
STATE
OFFI-
CIAL.—
‘‘(i) CONSULTATION REQUIRED.—Be-
fore making a determination to take any
action under subparagraph (A), the appro-
priate agency shall consult the State bank
supervisor of the acquired institution.
‘‘(ii) 
OPPORTUNITY
FOR
OBJEC-
TION.—The State bank supervisor shall be
given a reasonable opportunity, and in no
event less than 48 hours, to object to the
approval by the appropriate agency of a
transaction under this paragraph.
‘‘(iii) 
NOTICE
BEFORE
APPOINT-
MENT.—Notice under clause (ii) may be
provided by the Administrator with respect
to a savings association before a receiver is
appointed for the association, if the Ad-
ministrator determines an appointment of
a receiver is pending.
‘‘(iv) WRITTEN
NOTICE
OF
DETER-
MINATION.—If the State bank supervisor
objects to a transaction under this para-
198
graph during the period available for such
objection in accordance with clause (ii), the
appropriate agency shall provide to the
State bank supervisor a written certifi-
cation of the agency’s determination with
respect to such objection as soon as prac-
ticable after the determination is made.
‘‘(2) SOLICITATION OF OFFERS.—
‘‘(A) IN GENERAL.—In considering author-
izations under this subsection, the appropriate
agency may solicit such offers or proposals as
are practicable from any prospective purchasers
or merger partners the agency determines, in
the head of the agency’s sole discretion, are
both qualified and capable of acquiring the as-
sets and liabilities of the savings association.
‘‘(B) MINORITY-CONTROLLED DEPOSITORY
INSTITUTIONS.—In the case of a minority-con-
trolled depository institution, the appropriate
agency shall seek an offer from other minority-
controlled depository institutions before seeking
an offer from other persons.
‘‘(3) TECHNICAL AUTHORITY.—
‘‘(A) DETERMINATIONS ARE DETERMINA-
TIVE.—In determining the cost of offers under
199
this subsection, the appropriate agency’s cal-
culations and estimations shall be determina-
tive.
‘‘(B) 
TIME
LIMITS.—The 
appropriate
agency may set reasonable time limits on offers.
‘‘(4) BRANCHING PROVISIONS.—
‘‘(A) 
MAINTENANCE
OF
EXISTING
BRANCHES.—If a merger, consolidation, trans-
fer, or acquisition under this subsection involves
a savings association eligible for assistance and
a bank or bank holding company, a savings as-
sociation may retain and operate any existing
branch or branches or any other existing facili-
ties.
‘‘(B) NEW BRANCHES.—If the savings as-
sociation continues to exist as a separate entity,
the association may establish and operate new
branches to the same extent as any savings as-
sociation that is not affiliated with a bank hold-
ing company the home office of which is located
in the same State.
‘‘(C) RESTRICTIONS.—
‘‘(i) IN
GENERAL.—Notwithstanding
subparagraph (A), if—
200
‘‘(I) the home office of a savings
association described in such subpara-
graph is not in the same State in
which the home office of a bank sub-
sidiary of the bank holding company
is located; and
‘‘(II) such association does not
qualify as a domestic building and
loan 
association 
under 
section
7701(a)(19) of the Internal Revenue
Code of 1986, or does not meet the
asset composition test imposed by
subparagraph (C) of that section on
institutions seeking so to qualify,
such savings association shall be subject to
the conditions upon which a bank may re-
tain, operate, and establish branches in the
State in which the savings association is
located.
‘‘(ii) TRANSITION
PERIOD.—The ap-
propriate agency, for good cause shown,
may allow a savings association up to 2
years to comply with the requirements of
clause (i).
201
‘‘(5) ASSISTANCE
BEFORE
APPOINTMENT
OF
CONSERVATOR OR RECEIVER.—
‘‘(A) ASSISTANCE PROPOSALS.—The Cor-
poration shall consider proposals by Savings As-
sociation Insurance Fund members for assist-
ance pursuant to subsection (c) before grounds
exist for appointment of a conservator or re-
ceiver for such member under the following cir-
cumstances:
‘‘(i) 
TROUBLED
CONDITION
CRI-
TERIA.—The Corporation determines—
‘‘(I) that grounds for appoint-
ment of a conservator or receiver exist
or likely will exist in the future unless
the member’s tangible capital is in-
creased;
‘‘(II) that it is unlikely that the
member can achieve positive tangible
capital without assistance; and
‘‘(III) that providing assistance
pursuant to the member’s proposal
would be likely to lessen the risk to
the Corporation.
‘‘(ii) OTHER CRITERIA.—The member
meets the following criteria:
202
‘‘(I) Before enactment of the Fi-
nancial Institutions Reform, Recovery,
and Enforcement Act of 1989, the
member was solvent under applicable
regulatory accounting principles but
had negative tangible capital.
‘‘(II) The member’s negative tan-
gible capital position is substantially
attributable to its participation in ac-
quisition and merger transactions that
were instituted by the Federal Home
Loan Bank Board or the Federal Sav-
ings and Loan Insurance Corporation
for supervisory reasons.
‘‘(III) The member is a qualified
thrift lender (as defined in section
10(m) of the Home Owners’ Loan
Act) or would be a qualified thrift
lender if commercial real estate owned
and nonperforming commercial loans
acquired in acquisition and merger
transactions that were instituted by
the Federal Home Loan Bank Board
or the Federal Savings and Loan In-
surance Corporation for supervisory
203
reasons were excluded from the mem-
ber’s total assets.
‘‘(IV) The appropriate Federal
banking agency has determined that
the member’s management is com-
petent and has complied with applica-
ble laws, rules, and supervisory direc-
tives and orders.
‘‘(V) The member’s management
did not engage in insider dealing or
speculative practices or other activities
that jeopardized the member’s safety
and soundness or contributed to its
impaired capital position.
‘‘(VI) The member’s offices are
located in an economically depressed
region.
‘‘(B) CORPORATION
CONSIDERATION
OF
ASSISTANCE
PROPOSAL.—If a member meets
the requirements of clauses (i) and (ii) of sub-
paragraph (A), the Corporation shall consider
providing direct financial assistance.
‘‘(C) ECONOMICALLY DEPRESSED REGION
DEFINED.—For purposes of this paragraph, the
term ‘economically depressed region’ means any
204
geographical region which the Corporation de-
termines by regulation to be a region within
which real estate values have suffered serious
decline due to severe economic conditions, such
as a decline in energy or agricultural values or
prices.’’.
(5) TECHNICAL
AND
CONFORMING
AMEND-
MENT.—Subsection 13 of the Federal Deposit Insur-
ance Act (12 U.S.C. 1823) is amended by striking
subsections (d), (e), and (g).
(d) 
REPEAL
OF
FDIC 
RECEIVERSHIP
AND
CONSERVATORSHIP AUTHORITY.—
(1) IN GENERAL.—The Federal Deposit Insur-
ance Act (12 U.S.C. 1811 et seq.) is amended—
(A) by striking subsections (c), (d), (e), (f),
(g), (h), (i), (j), (k), (l), (m), (o), (p), (q), (r),
and (s) of section 11; and
(B) by striking section 12.
(2) LIMITED FDIC AUTHORITY TO ESTABLISH
BRIDGE
BANKS.—Section 11(n)(1) of the Federal
Deposit Insurance Act (12 U.S.C. 1821(n)(1)) is
amended—
(A) in subparagraph (A)—
(i) by striking ‘‘1 or more insured
banks are in default, or when’’; and
205
(ii) by striking the comma after ‘‘may
become in default’’; and
(B) in subparagraph (B), by striking ‘‘in
default or in danger of default’’ each place such
term appears and inserting ‘‘in danger of de-
fault’’.
(e) TRANSFER OF FUNCTIONS.—Except to the extent
otherwise provided by this Act or any amendment made
by this Act, all functions performed by the Federal De-
posit Insurance Corporation as a conservator or receiver
of an insured depository institution, as of the day before
the effective date of this Act, are hereby transferred to
the Administrator of the Resolution, Asset Management,
and Liquidation Agency.
(f) ACCESS TO REPORTS OF CONDITION AND EXAM-
INATION REPORTS.—
(1) REPORTS OF CONDITION.—Section 7(a)(2)
of the Federal Deposit Insurance Act (12 U.S.C.
1817(a)(2)) is amended—
(A) in the 1st sentence—
(i) by inserting ‘‘and, in the case of a
depository institution for which the Admin-
istrator of the Resolution, Asset Manage-
ment, and Liquidation Agency has been
appointed as conservator or receiver, the
206
Administrator’’ after ‘‘The Corporation’’;
and
(ii) by inserting ‘‘or Administrator’’
after ‘‘the Corporation’’; and
(B) in the 2d sentence—
(i) by inserting ‘‘and the Adminis-
trator’’ after ‘‘The Corporation’’; and
(ii) by inserting ‘‘or the Adminis-
trator’’ after ‘‘made to, the Corporation’’.
(2) TECHNICAL AND CONFORMING AMENDMENT
RELATING
TO
INFORMATION
SHARING.—Section
11(t)(2)(A) of the Federal Deposit Insurance Act
(12 U.S.C. 1821(t)(2)(A)) is amended by striking
clause (ii) and inserting the following new clause:
‘‘(ii) The Resolution, Asset Manage-
ment, and Liquidation Agency.’’.
SEC. 103. ABOLITION OF RESOLUTION TRUST CORPORA-
TION.
(a) IN GENERAL.—The Thrift Depositor Protection
Oversight Board and the Resolution Trust Corporation
are hereby abolished.
(b) TRANSFER OF FUNCTIONS.—Except to the extent
otherwise provided by this Act or any amendment made
by this Act, all functions performed by the Resolution
Trust Corporation, including any appointment as a con-
207
servator or receiver, as of the day before the effective date
of this Act are hereby transferred to the Administrator
of the Resolution, Asset Management, and Liquidation
Agency.
(c) TRANSFER OF ASSETS AND LIABILITIES.—All as-
sets and liabilities, including any real or personal property,
of the Thrift Depositor Protection Oversight Board and
the Resolution Trust Corporation shall be transferred to
the Administrator of the Resolution, Asset Management,
and Liquidation Agency.
(d) AVAILABILITY OF RTC FUNDS.—Amounts ap-
propriated under section 21A of the Federal Home Loan
Bank Act which remain available for expenditure by the
Resolution Trust Corporation on the day before the date
of the enactment of this Act shall become available to the
Federal Deposit Insurance Corporation as of such date for
deposit in the Savings Association Insurance Fund.
(e) SAVINGS PROVISION.—
(1) EXISTING RIGHTS, DUTIES, AND OBLIGA-
TIONS
NOT
AFFECTED.—Subsections (a) and (b)
shall not affect the validity of any right, duty, or ob-
ligation of the United States, the Thrift Depositor
Protection Oversight Board, the Resolution Trust
Corporation, or any other person, which—