‘‘(i) is contingent on the termination of 
such party’s affiliation with the regulated 
entity; and 
‘‘(ii) is received on or after the date on 
which— 
‘‘(I) the regulated entity became 
insolvent; 
‘‘(II) any conservator or receiver 
is appointed for such regulated entity; 
or 
‘‘(III) the Director determines 
that the regulated entity is in a trou-
bled condition (as defined in the regu-
lations of the Director). 
‘‘(B) CERTAIN
PAYMENTS
IN
CONTEMPLA-
TION OF AN EVENT.—Any payment which would 
be a golden parachute payment but for the fact 
that such payment was made before the date re-
ferred to in subparagraph (A)(ii) shall be treated 
as a golden parachute payment if the payment 
was made in contemplation of the occurrence of 
an event described in any subclause of such sub-
paragraph.
‘‘(C) CERTAIN PAYMENTS NOT INCLUDED.— 
For purposes of this subsection, the term ‘golden 
parachute payment’ shall not include— 
‘‘(i) any payment made pursuant to a 
retirement plan which is qualified (or is in-
tended to be qualified) under section 401 of 
the Internal Revenue Code of 1986, or other 
nondiscriminatory benefit plan; 
‘‘(ii) any payment made pursuant to a 
bona fide deferred compensation plan or ar-
rangement which the Director determines, 
by regulation or order, to be permissible; or 
‘‘(iii) any payment made by reason of 
the death or disability of an affiliated 
party. 
‘‘(5) OTHER DEFINITIONS.—For purposes of this 
subsection, the following definitions shall apply: 
‘‘(A) INDEMNIFICATION PAYMENT.—Subject 
to paragraph (6), the term ‘indemnification pay-
ment’ means any payment (or any agreement to 
make any payment) by any regulated entity for 
the benefit of any person who is or was an affili-
ated party, to pay or reimburse such person for 
any liability or legal expense with regard to any 
administrative proceeding or civil action insti-
tuted by the Agency which results in a final 
order under which such person— 
‘‘(i) is assessed a civil money penalty; 
‘‘(ii) is removed or prohibited from 
participating in conduct of the affairs of the 
regulated entity; or 
‘‘(iii) is required to take any affirma-
tive action to correct certain conditions re-
sulting from violations or practices, by 
order of the Director. 
‘‘(B) LIABILITY OR LEGAL EXPENSE.—The 
term ‘liability or legal expense’ means— 
‘‘(i) any legal or other professional ex-
pense incurred in connection with any 
claim, proceeding, or action; 
‘‘(ii) the amount of, and any cost in-
curred in connection with, any settlement of 
any claim, proceeding, or action; and 
‘‘(iii) the amount of, and any cost in-
curred in connection with, any judgment or 
penalty imposed with respect to any claim, 
proceeding, or action. 
‘‘(C) PAYMENT.—The term ‘payment’ in-
cludes—
‘‘(i) any direct or indirect transfer of 
any funds or any asset; and 
‘‘(ii) any segregation of any funds or 
assets for the purpose of making, or pursu-
ant to an agreement to make, any payment 
after the date on which such funds or assets 
are segregated, without regard to whether 
the obligation to make such payment is con-
tingent on— 
‘‘(I) the determination, after such 
date, of the liability for the payment of 
such amount; or 
‘‘(II) the liquidation, after such 
date, of the amount of such payment. 
‘‘(6) CERTAIN
COMMERCIAL
INSURANCE
COV-
ERAGE
NOT
TREATED
AS
COVERED
BENEFIT
PAY-
MENT.—No provision of this subsection shall be con-
strued as prohibiting any regulated entity from pur-
chasing any commercial insurance policy or fidelity 
bond, except that, subject to any requirement de-
scribed in paragraph (5)(A)(iii), such insurance pol-
icy or bond shall not cover any legal or liability ex-
pense of the regulated entity which is described in 
paragraph (5)(A).’’.
SEC. 1115. REPORTING OF FRAUDULENT LOANS. 
Part 1 of subtitle C of the Federal Housing Enterprises 
Financial Safety and Soundness Act of 1992 (12 U.S.C. 
4631 et seq.), as amended by this Act, is amended by adding 
at the end the following: 
‘‘SEC. 1379E. REPORTING OF FRAUDULENT LOANS. 
‘‘(a) REQUIREMENT TO REPORT.—The Director shall 
require a regulated entity to submit to the Director a timely 
report upon discovery by the regulated entity that it has 
purchased or sold a fraudulent loan or financial instru-
ment, or suspects a possible fraud relating to the purchase 
or sale of any loan or financial instrument. The Director 
shall require each regulated entity to establish and main-
tain procedures designed to discover any such transactions. 
‘‘(b) PROTECTION FROM LIABILITY FOR REPORTS.— 
Any regulated entity that, in good faith, makes a report 
pursuant to subsection (a), and any entity-affiliated party, 
that, in good faith, makes or requires another to make any 
such report, shall not be liable to any person under any 
provision of law or regulation, any constitution, law, or 
regulation of any State or political subdivision of any 
State, or under any contract or other legally enforceable 
agreement (including any arbitration agreement) for such 
report or for any failure to provide notice of such report 
to the person who is the subject of such report or any other 
persons identified in the report.’’.