agers shall consult with one another and, to the extent 
possible, utilize consistent approaches to implement 
the requirements of this subsection. 
(c) ACTIONS WITH RESPECT TO SERVICERS.—In any 
case in which a Federal property manager is not the owner 
of a residential mortgage loan, but holds an interest in obli-
gations or pools of obligations secured by residential mort-
gage loans, the Federal property manager shall— 
(1) encourage implementation by the loan 
servicers of loan modifications developed under sub-
section (b); and 
(2) assist in facilitating any such modifications, 
to the extent possible. 
(d) LIMITATION.—The requirements of this section 
shall not supersede any other duty or requirement imposed 
on the Federal property managers under otherwise applica-
ble law. 
SEC. 111. EXECUTIVE COMPENSATION AND CORPORATE 
GOVERNANCE. 
(a) APPLICABILITY.—Any financial institution that 
sells troubled assets to the Secretary under this Act shall 
be subject to the executive compensation requirements of 
subsections (b) and (c) and the provisions under the Inter-
nal Revenue Code of 1986, as provided under the amend-
ment by section 302, as applicable.
(b) DIRECT PURCHASES.— 
(1) IN
GENERAL.—Where the Secretary deter-
mines that the purposes of this Act are best met 
through direct purchases of troubled assets from an 
individual financial institution where no bidding 
process or market prices are available, and the Sec-
retary receives a meaningful equity or debt position 
in the financial institution as a result of the trans-
action, the Secretary shall require that the financial 
institution meet appropriate standards for executive 
compensation and corporate governance. The stand-
ards required under this subsection shall be effective 
for the duration of the period that the Secretary holds 
an equity or debt position in the financial institu-
tion. 
(2) CRITERIA.—The standards required under 
this subsection shall include— 
(A) limits on compensation that exclude in-
centives for senior executive officers of a finan-
cial institution to take unnecessary and excessive 
risks that threaten the value of the financial in-
stitution during the period that the Secretary 
holds an equity or debt position in the financial 
institution;
(B) a provision for the recovery by the fi-
nancial institution of any bonus or incentive 
compensation paid to a senior executive officer 
based on statements of earnings, gains, or other 
criteria that are later proven to be materially in-
accurate; and 
(C) a prohibition on the financial institu-
tion making any golden parachute payment to 
its senior executive officer during the period that 
the Secretary holds an equity or debt position in 
the financial institution. 
(3) DEFINITION.—For purposes of this section, 
the term ‘‘senior executive officer’’ means an indi-
vidual who is one of the top 5 highly paid executives 
of a public company, whose compensation is required 
to be disclosed pursuant to the Securities Exchange 
Act of 1934, and any regulations issued thereunder, 
and non-public company counterparts. 
(c) AUCTION PURCHASES.—Where the Secretary deter-
mines that the purposes of this Act are best met through 
auction purchases of troubled assets, and only where such 
purchases per financial institution in the aggregate exceed 
$300,000,000 (including direct purchases), the Secretary 
shall prohibit, for such financial institution, any new em-
ployment contract with a senior executive officer that pro-
vides a golden parachute in the event of an involuntary 
termination, bankruptcy filing, insolvency, or receivership. 
The Secretary shall issue guidance to carry out this para-
graph not later than 2 months after the date of enactment 
of this Act, and such guidance shall be effective upon 
issuance. 
(d) SUNSET.—The provisions of subsection (c) shall 
apply only to arrangements entered into during the period 
during which the authorities under section 101(a) are in 
effect, as determined under section 120. 
SEC. 112. COORDINATION WITH FOREIGN AUTHORITIES 
AND CENTRAL BANKS. 
The Secretary shall coordinate, as appropriate, with 
foreign financial authorities and central banks to work to-
ward the establishment of similar programs by such au-
thorities and central banks. To the extent that such foreign 
financial authorities or banks hold troubled assets as a re-
sult of extending financing to financial institutions that 
have failed or defaulted on such financing, such troubled 
assets qualify for purchase under section 101. 
SEC. 113. MINIMIZATION OF LONG-TERM COSTS AND MAXI-
MIZATION OF BENEFITS FOR TAXPAYERS. 
(a) LONG-TERM COSTS AND BENEFITS.— 
(1) MINIMIZING
NEGATIVE
IMPACT.—The Sec-
retary shall use the authority under this Act in a
manner that will minimize any potential long-term 
negative impact on the taxpayer, taking into account 
the direct outlays, potential long-term returns on as-
sets purchased, and the overall economic benefits of 
the program, including economic benefits due to im-
provements in economic activity and the availability 
of credit, the impact on the savings and pensions of 
individuals, and reductions in losses to the Federal 
Government. 
(2) AUTHORITY.—In carrying out paragraph 
(1), the Secretary shall— 
(A) hold the assets to maturity or for resale 
for and until such time as the Secretary deter-
mines that the market is optimal for selling such 
assets, in order to maximize the value for tax-
payers; and 
(B) sell such assets at a price that the Sec-
retary determines, based on available financial 
analysis, will maximize return on investment for 
the Federal Government. 
(3) PRIVATE SECTOR PARTICIPATION.—The Sec-
retary shall encourage the private sector to partici-
pate in purchases of troubled assets, and to invest in 
financial institutions, consistent with the provisions 
of this section.
(b) USE OF MARKET MECHANISMS.—In making pur-
chases under this Act, the Secretary shall— 
(1) make such purchases at the lowest price that 
the Secretary determines to be consistent with the 
purposes of this Act; and 
(2) maximize the efficiency of the use of taxpayer 
resources by using market mechanisms, including 
auctions or reverse auctions, where appropriate. 
(c) DIRECT PURCHASES.—If the Secretary determines 
that use of a market mechanism under subsection (b) is not 
feasible or appropriate, and the purposes of the Act are best 
met through direct purchases from an individual financial 
institution, the Secretary shall pursue additional measures 
to ensure that prices paid for assets are reasonable and re-
flect the underlying value of the asset. 
(d) CONDITIONS ON PURCHASE AUTHORITY FOR WAR-
RANTS AND DEBT INSTRUMENTS.— 
(1) IN GENERAL.—The Secretary may not pur-
chase, or make any commitment to purchase, any 
troubled asset under the authority of this Act, unless 
the Secretary receives from the financial institution 
from which such assets are to be purchased— 
(A) in the case of a financial institution, 
the securities of which are traded on a national 
securities exchange, a warrant giving the right to
the Secretary to receive nonvoting common stock 
or preferred stock in such financial institution, 
or voting stock with respect to which, the Sec-
retary agrees not to exercise voting power, as the 
Secretary determines appropriate; or 
(B) in the case of any financial institution 
other than one described in subparagraph (A), a 
warrant for common or preferred stock, or a sen-
ior debt instrument from such financial institu-
tion, as described in paragraph (2)(C). 
(2) TERMS
AND
CONDITIONS.—The terms and 
conditions of any warrant or senior debt instrument 
required under paragraph (1) shall meet the following 
requirements: 
(A) PURPOSES.—Such terms and conditions 
shall, at a minimum, be designed— 
(i) to provide for reasonable participa-
tion by the Secretary, for the benefit of tax-
payers, in equity appreciation in the case of 
a warrant or other equity security, or a 
reasonable interest rate premium, in the 
case of a debt instrument; and 
(ii) to provide additional protection 
for the taxpayer against losses from sale of
assets by the Secretary under this Act and 
the administrative expenses of the TARP. 
(B) AUTHORITY
TO
SELL, EXERCISE, OR 
SURRENDER.—The Secretary may sell, exercise, 
or surrender a warrant or any senior debt in-
strument received under this subsection, based on 
the conditions established under subparagraph 
(A). 
(C) CONVERSION.—The warrant shall pro-
vide that if, after the warrant is received by the 
Secretary under this subsection, the financial in-
stitution that issued the warrant is no longer 
listed or traded on a national securities exchange 
or securities association, as described in para-
graph (1)(A), such warrants shall convert to sen-
ior debt, or contain appropriate protections for 
the Secretary to ensure that the Treasury is ap-
propriately compensated for the value of the war-
rant, in an amount determined by the Secretary. 
(D) 
PROTECTIONS.—Any 
warrant 
rep-
resenting securities to be received by the Sec-
retary under this subsection shall contain anti- 
dilution provisions of the type employed in cap-
ital market transactions, as determined by the 
Secretary. Such provisions shall protect the value
of the securities from market transactions such 
as stock splits, stock distributions, dividends, 
and other distributions, mergers, and other forms 
of reorganization or recapitalization. 
(E) EXERCISE PRICE.—The exercise price 
for any warrant issued pursuant to this sub-
section shall be set by the Secretary, in the inter-
est of the taxpayers. 
(F) SUFFICIENCY.—The financial institu-
tion shall guarantee to the Secretary that it has 
authorized shares of nonvoting stock available to 
fulfill its obligations under this subsection. 
Should the financial institution not have suffi-
cient authorized shares, including preferred 
shares that may carry dividend rights equal to 
a multiple number of common shares, the Sec-
retary may, to the extent necessary, accept a sen-
ior debt note in an amount, and on such terms 
as will compensate the Secretary with equivalent 
value, in the event that a sufficient shareholder 
vote to authorize the necessary additional shares 
cannot be obtained. 
(3) EXCEPTIONS.— 
(A) DE MINIMIS.—The Secretary shall es-
tablish de minimis exceptions to the require-
ments of this subsection, based on the size of the 
cumulative transactions of troubled assets pur-
chased from any one financial institution for the 
duration of the program, at not more than 
$100,000,000. 
(B) OTHER
EXCEPTIONS.—The Secretary 
shall establish an exception to the requirements 
of this subsection and appropriate alternative re-
quirements for any participating financial insti-
tution that is legally prohibited from issuing se-
curities and debt instruments, so as not to allow 
circumvention of the requirements of this section. 
SEC. 114. MARKET TRANSPARENCY. 
(a) PRICING.—To facilitate market transparency, the 
Secretary shall make available to the public, in electronic 
form, a description, amounts, and pricing of assets acquired 
under this Act, within 2 business days of purchase, trade, 
or other disposition. 
(b) DISCLOSURE.—For each type of financial institu-
tions that sells troubled assets to the Secretary under this 
Act, the Secretary shall determine whether the public disclo-
sure required for such financial institutions with respect 
to off-balance sheet transactions, derivatives instruments, 
contingent liabilities, and similar sources of potential expo-
sure is adequate to provide to the public sufficient informa-
tion as to the true financial position of the institutions. 
If such disclosure is not adequate for that purpose, the Sec-
retary shall make recommendations for additional disclo-
sure requirements to the relevant regulators. 
SEC. 115. GRADUATED AUTHORIZATION TO PURCHASE. 
(a) AUTHORITY.—The authority of the Secretary to 
purchase troubled assets under this Act shall be limited as 
follows: 
(1) Effective upon the date of enactment of this 
Act, 
such 
authority 
shall 
be 
limited 
to 
$250,000,000,000 outstanding at any one time. 
(2) If at any time, the President submits to the 
Congress a written certification that the Secretary 
needs to exercise the authority under this paragraph, 
effective upon such submission, such authority shall 
be limited to $350,000,000,000 outstanding at any 
one time. 
(3) If, at any time after the certification in 
paragraph (2) has been made, the President transmits 
to the Congress a written report detailing the plan of 
the Secretary to exercise the authority under this 
paragraph, unless there is enacted, within 15 cal-
endar days of such transmission, a joint resolution 
described in subsection (c), effective upon the expira-
tion of such 15-day period, such authority shall be
limited to $700,000,000,000 outstanding at any one 
time. 
(b) AGGREGATION
OF
PURCHASE
PRICES.—The 
amount of troubled assets purchased by the Secretary out-
standing at any one time shall be determined for purposes 
of the dollar amount limitations under subsection (a) by 
aggregating the purchase prices of all troubled assets held. 
(c) JOINT RESOLUTION OF DISAPPROVAL.— 
(1) IN
GENERAL.—Notwithstanding any other 
provision of this section, the Secretary may not exer-
cise any authority to make purchases under this Act 
with 
regard 
to 
any 
amount 
in 
excess 
of 
$350,000,000,000 previously obligated, as described in 
this section if, within 15 calendar days after the date 
on which Congress receives a report of the plan of the 
Secretary described in subsection (a)(3), there is en-
acted into law a joint resolution disapproving the 
plan of the Secretary with respect to such additional 
amount. 
(2) CONTENTS OF JOINT RESOLUTION.—For the 
purpose of this section, the term ‘‘joint resolution’’ 
means only a joint resolution— 
(A) that is introduced not later than 3 cal-
endar days after the date on which the report of
the plan of the Secretary referred to in subsection 
(a)(3) is received by Congress; 
(B) which does not have a preamble; 
(C) the title of which is as follows: ‘‘Joint 
resolution relating to the disapproval of obliga-
tions under the Emergency Economic Stabiliza-
tion Act of 2008’’; and 
(D) the matter after the resolving clause of 
which is as follows: ‘‘That Congress disapproves 
the obligation of any amount exceeding the 
amounts obligated as described in paragraphs 
(1) and (2) of section 115(a) of the Emergency 
Economic Stabilization Act of 2008.’’. 
(d) FAST TRACK CONSIDERATION IN HOUSE OF REP-
RESENTATIVES.— 
(1) RECONVENING.—Upon receipt of a report 
under subsection (a)(3), the Speaker, if the House 
would otherwise be adjourned, shall notify the Mem-
bers of the House that, pursuant to this section, the 
House shall convene not later than the second cal-
endar day after receipt of such report; 
(2) REPORTING
AND
DISCHARGE.—Any com-
mittee of the House of Representatives to which a 
joint resolution is referred shall report it to the House 
not later than 5 calendar days after the date of re-
ceipt of the report described in subsection (a)(3). If a 
committee fails to report the joint resolution within 
that period, the committee shall be discharged from 
further consideration of the joint resolution and the 
joint resolution shall be referred to the appropriate 
calendar. 
(3) PROCEEDING
TO
CONSIDERATION.—After 
each committee authorized to consider a joint resolu-
tion reports it to the House or has been discharged 
from its consideration, it shall be in order, not later 
than the sixth day after Congress receives the report 
described in subsection (a)(3), to move to proceed to 
consider the joint resolution in the House. All points 
of order against the motion are waived. Such a mo-
tion shall not be in order after the House has disposed 
of a motion to proceed on the joint resolution. The 
previous question shall be considered as ordered on 
the motion to its adoption without intervening mo-
tion. The motion shall not be debatable. A motion to 
reconsider the vote by which the motion is disposed of 
shall not be in order. 
(4) CONSIDERATION.—The joint resolution shall 
be considered as read. All points of order against the 
joint resolution and against its consideration are 
waived. The previous question shall be considered as
ordered on the joint resolution to its passage without 
intervening motion except two hours of debate equally 
divided and controlled by the proponent and an oppo-
nent. A motion to reconsider the vote on passage of 
the joint resolution shall not be in order. 
(e) FAST TRACK CONSIDERATION IN SENATE.— 
(1) RECONVENING.—Upon receipt of a report 
under subsection (a)(3), if the Senate has adjourned 
or recessed for more than 2 days, the majority leader 
of the Senate, after consultation with the minority 
leader of the Senate, shall notify the Members of the 
Senate that, pursuant to this section, the Senate shall 
convene not later than the second calendar day after 
receipt of such message. 
(2) PLACEMENT ON CALENDAR.—Upon introduc-
tion in the Senate, the joint resolution shall be placed 
immediately on the calendar. 
(3) FLOOR CONSIDERATION.— 
(A) IN
GENERAL.—Notwithstanding Rule 
XXII of the Standing Rules of the Senate, it is 
in order at any time during the period begin-
ning on the 4th day after the date on which Con-
gress receives a report of the plan of the Sec-
retary described in subsection (a)(3) and ending 
on the 6th day after the date on which Congress