[111th Congress Public Law 203]
[From the U.S. Government Printing Office]



[[Page 1375]]

        DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT

[[Page 124 STAT. 1376]]

Public Law 111-203
111th Congress

                                 An Act


 
  To promote the financial stability of the United States by improving 
 accountability and transparency in the financial system, to end ``too 
 big to fail'', to protect the American taxpayer by ending bailouts, to 
  protect consumers from abusive financial services practices, and for 
         other purposes. <<NOTE: July 21, 2010 -  [H.R. 4173]>> 

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled, <<NOTE: Dodd-Frank Wall 
Street Reform and Consumer Protection Act.>> 
SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

    (a) Short <<NOTE: 12 USC 5301 note.>> Title.--This Act may be cited 
as the ``Dodd-Frank Wall Street Reform and Consumer Protection Act''.

    (b) Table of Contents.--The table of contents for this Act is as 
follows:

Sec. 1. Short title; table of contents.
Sec. 2. Definitions.
Sec. 3. Severability.
Sec. 4. Effective date.
Sec. 5. Budgetary effects.
Sec. 6. Antitrust savings clause.

                      TITLE I--FINANCIAL STABILITY

Sec. 101. Short title.
Sec. 102. Definitions.

            Subtitle A--Financial Stability Oversight Council

Sec. 111. Financial Stability Oversight Council established.
Sec. 112. Council authority.
Sec. 113. Authority to require supervision and regulation of certain 
           nonbank financial companies.
Sec. 114. Registration of nonbank financial companies supervised by the 
           Board of Governors.
Sec. 115. Enhanced supervision and prudential standards for nonbank 
           financial companies supervised by the Board of Governors and 
           certain bank holding companies.
Sec. 116. Reports.
Sec. 117. Treatment of certain companies that cease to be bank holding 
           companies.
Sec. 118. Council funding.
Sec. 119. Resolution of supervisory jurisdictional disputes among member 
           agencies.
Sec. 120. Additional standards applicable to activities or practices for 
           financial stability purposes.
Sec. 121. Mitigation of risks to financial stability.
Sec. 122. GAO Audit of Council.
Sec. 123. Study of the effects of size and complexity of financial 
           institutions on capital market efficiency and economic 
           growth.

                Subtitle B--Office of Financial Research

Sec. 151. Definitions.
Sec. 152. Office of Financial Research established.
Sec. 153. Purpose and duties of the Office.
Sec. 154. Organizational structure; responsibilities of primary 
           programmatic units.
Sec. 155. Funding.
Sec. 156. Transition oversight.

[[Page 124 STAT. 1377]]

Subtitle C--Additional Board of Governors Authority for Certain Nonbank 
             Financial Companies and Bank Holding Companies

Sec. 161. Reports by and examinations of nonbank financial companies by 
           the Board of Governors.
Sec. 162. Enforcement.
Sec. 163. Acquisitions.
Sec. 164. Prohibition against management interlocks between certain 
           financial companies.
Sec. 165. Enhanced supervision and prudential standards for nonbank 
           financial companies supervised by the Board of Governors and 
           certain bank holding companies.
Sec. 166. Early remediation requirements.
Sec. 167. Affiliations.
Sec. 168. Regulations.
Sec. 169. Avoiding duplication.
Sec. 170. Safe harbor.
Sec. 171. Leverage and risk-based capital requirements.
Sec. 172. Examination and enforcement actions for insurance and orderly 
           liquidation purposes.
Sec. 173. Access to United States financial market by foreign 
           institutions.
Sec. 174. Studies and reports on holding company capital requirements.
Sec. 175. International policy coordination.
Sec. 176. Rule of construction.

                 TITLE II--ORDERLY LIQUIDATION AUTHORITY

Sec. 201. Definitions.
Sec. 202. Judicial review.
Sec. 203. Systemic risk determination.
Sec. 204. Orderly liquidation of covered financial companies.
Sec. 205. Orderly liquidation of covered brokers and dealers.
Sec. 206. Mandatory terms and conditions for all orderly liquidation 
           actions.
Sec. 207. Directors not liable for acquiescing in appointment of 
           receiver.
Sec. 208. Dismissal and exclusion of other actions.
Sec. 209. Rulemaking; non-conflicting law.
Sec. 210. Powers and duties of the Corporation.
Sec. 211. Miscellaneous provisions.
Sec. 212. Prohibition of circumvention and prevention of conflicts of 
           interest.
Sec. 213. Ban on certain activities by senior executives and directors.
Sec. 214. Prohibition on taxpayer funding.
Sec. 215. Study on secured creditor haircuts.
Sec. 216. Study on bankruptcy process for financial and nonbank 
           financial institutions
Sec. 217. Study on international coordination relating to bankruptcy 
           process for nonbank financial institutions

 TITLE III--TRANSFER OF POWERS TO THE COMPTROLLER OF THE CURRENCY, THE 
                 CORPORATION, AND THE BOARD OF GOVERNORS

Sec. 300. Short title.
Sec. 301. Purposes.
Sec. 302. Definition.

                Subtitle A--Transfer of Powers and Duties

Sec. 311. Transfer date.
Sec. 312. Powers and duties transferred.
Sec. 313. Abolishment.
Sec. 314. Amendments to the Revised Statutes.
Sec. 315. Federal information policy.
Sec. 316. Savings provisions.
Sec. 317. References in Federal law to Federal banking agencies.
Sec. 318. Funding.
Sec. 319. Contracting and leasing authority.

                   Subtitle B--Transitional Provisions

Sec. 321. Interim use of funds, personnel, and property of the Office of 
           Thrift Supervision.
Sec. 322. Transfer of employees.
Sec. 323. Property transferred.
Sec. 324. Funds transferred.
Sec. 325. Disposition of affairs.
Sec. 326. Continuation of services.

[[Page 124 STAT. 1378]]

Sec. 327. Implementation plan and reports.

            Subtitle C--Federal Deposit Insurance Corporation

Sec. 331. Deposit insurance reforms.
Sec. 332. Elimination of procyclical assessments.
Sec. 333. Enhanced access to information for deposit insurance purposes.
Sec. 334. Transition reserve ratio requirements to reflect new 
           assessment base.
Sec. 335. Permanent increase in deposit and share insurance.
Sec. 336. Management of the Federal Deposit Insurance Corporation.

                        Subtitle D--Other Matters

Sec. 341. Branching.
Sec. 342. Office of Minority and Women Inclusion.
Sec. 343. Insurance of transaction accounts.

             Subtitle E--Technical and Conforming Amendments

Sec. 351. Effective date.
Sec. 352. Balanced Budget and Emergency Deficit Control Act of 1985.
Sec. 353. Bank Enterprise Act of 1991.
Sec. 354. Bank Holding Company Act of 1956.
Sec. 355. Bank Holding Company Act Amendments of 1970.
Sec. 356. Bank Protection Act of 1968.
Sec. 357. Bank Service Company Act.
Sec. 358. Community Reinvestment Act of 1977.
Sec. 359. Crime Control Act of 1990.
Sec. 360. Depository Institution Management Interlocks Act.
Sec. 361. Emergency Homeowners' Relief Act.
Sec. 362. Federal Credit Union Act.
Sec. 363. Federal Deposit Insurance Act.
Sec. 364. Federal Home Loan Bank Act.
Sec. 365. Federal Housing Enterprises Financial Safety and Soundness Act 
           of 1992.
Sec. 366. Federal Reserve Act.
Sec. 367. Financial Institutions Reform, Recovery, and Enforcement Act 
           of 1989.
Sec. 368. Flood Disaster Protection Act of 1973.
Sec. 369. Home Owners' Loan Act.
Sec. 370. Housing Act of 1948.
Sec. 371. Housing and Community Development Act of 1992.
Sec. 372. Housing and Urban-Rural Recovery Act of 1983.
Sec. 373. National Housing Act.
Sec. 374. Neighborhood Reinvestment Corporation Act.
Sec. 375. Public Law 93-100.
Sec. 376. Securities Exchange Act of 1934.
Sec. 377. Title 18, United States Code.
Sec. 378. Title 31, United States Code.

       TITLE IV--REGULATION OF ADVISERS TO HEDGE FUNDS AND OTHERS

Sec. 401. Short title.
Sec. 402. Definitions.
Sec. 403. Elimination of private adviser exemption; limited exemption 
           for foreign private advisers; limited intrastate exemption.
Sec. 404. Collection of systemic risk data; reports; examinations; 
           disclosures.
Sec. 405. Disclosure provision amendment.
Sec. 406. Clarification of rulemaking authority.
Sec. 407. Exemption of venture capital fund advisers.
Sec. 408. Exemption of and record keeping by private equity fund 
           advisers.
Sec. 409. Family offices.
Sec. 410. State and Federal responsibilities; asset threshold for 
           Federal registration of investment advisers.
Sec. 411. Custody of client assets.
Sec. 412. Adjusting the accredited investor standard.
Sec. 413. GAO study and report on accredited investors.
Sec. 414. GAO study on self-regulatory organization for private funds.
Sec. 415. Commission study and report on short selling.
Sec. 416. Transition period.

                           TITLE V--INSURANCE

                Subtitle A--Office of National Insurance

Sec. 501. Short title.
Sec. 502. Federal Insurance Office.

                Subtitle B--State-Based Insurance Reform

Sec. 511. Short title.

[[Page 124 STAT. 1379]]

Sec. 512. Effective date.

                      PART I--Nonadmitted Insurance

Sec. 521. Reporting, payment, and allocation of premium taxes.
Sec. 522. Regulation of nonadmitted insurance by insured's home State.
Sec. 523. Participation in national producer database.
Sec. 524. Uniform standards for surplus lines eligibility.
Sec. 525. Streamlined application for commercial purchasers.
Sec. 526. GAO study of nonadmitted insurance market.
Sec. 527. Definitions.

                          PART II--Reinsurance

Sec. 531. Regulation of credit for reinsurance and reinsurance 
           agreements.
Sec. 532. Regulation of reinsurer solvency.
Sec. 533. Definitions.

                     PART III--Rule of Construction

Sec. 541. Rule of construction.
Sec. 542. Severability.

  TITLE VI--IMPROVEMENTS TO REGULATION OF BANK AND SAVINGS ASSOCIATION 
              HOLDING COMPANIES AND DEPOSITORY INSTITUTIONS

Sec. 601. Short title.
Sec. 602. Definition.
Sec. 603. Moratorium and study on treatment of credit card banks, 
           industrial loan companies, and certain other companies under 
           the Bank Holding Company Act of 1956.
Sec. 604. Reports and examinations of holding companies; regulation of 
           functionally regulated subsidiaries.
Sec. 605. Assuring consistent oversight of permissible activities of 
           depository institution subsidiaries of holding companies.
Sec. 606. Requirements for financial holding companies to remain well 
           capitalized and well managed.
Sec. 607. Standards for interstate acquisitions.
Sec. 608. Enhancing existing restrictions on bank transactions with 
           affiliates.
Sec. 609. Eliminating exceptions for transactions with financial 
           subsidiaries.
Sec. 610. Lending limits applicable to credit exposure on derivative 
           transactions, repurchase agreements, reverse repurchase 
           agreements, and securities lending and borrowing 
           transactions.
Sec. 611. Consistent treatment of derivative transactions in lending 
           limits.
Sec. 612. Restriction on conversions of troubled banks.
Sec. 613. De novo branching into States.
Sec. 614. Lending limits to insiders.
Sec. 615. Limitations on purchases of assets from insiders.
Sec. 616. Regulations regarding capital levels.
Sec. 617. Elimination of elective investment bank holding company 
           framework.
Sec. 618. Securities holding companies.
Sec. 619. Prohibitions on proprietary trading and certain relationships 
           with hedge funds and private equity funds.
Sec. 620. Study of bank investment activities.
Sec. 621. Conflicts of interest.
Sec. 622. Concentration limits on large financial firms.
Sec. 623. Interstate merger transactions.
Sec. 624. Qualified thrift lenders.
Sec. 625. Treatment of dividends by certain mutual holding companies.
Sec. 626. Intermediate holding companies.
Sec. 627. Interest-bearing transaction accounts authorized.
Sec. 628. Credit card bank small business lending.

         TITLE VII--WALL STREET TRANSPARENCY AND ACCOUNTABILITY

Sec. 701. Short title.

        Subtitle A--Regulation of Over-the-Counter Swaps Markets

                      PART I--Regulatory Authority

Sec. 711. Definitions.
Sec. 712. Review of regulatory authority.
Sec. 713. Portfolio margining conforming changes.
Sec. 714. Abusive swaps.
Sec. 715. Authority to prohibit participation in swap activities.

[[Page 124 STAT. 1380]]

Sec. 716. Prohibition against Federal Government bailouts of swaps 
           entities.
Sec. 717. New product approval CFTC--SEC process.
Sec. 718. Determining status of novel derivative products.
Sec. 719. Studies.
Sec. 720. Memorandum.

                   PART II--Regulation of Swap Markets

Sec. 721. Definitions.
Sec. 722. Jurisdiction.
Sec. 723. Clearing.
Sec. 724. Swaps; segregation and bankruptcy treatment.
Sec. 725. Derivatives clearing organizations.
Sec. 726. Rulemaking on conflict of interest.
Sec. 727. Public reporting of swap transaction data.
Sec. 728. Swap data repositories.
Sec. 729. Reporting and recordkeeping.
Sec. 730. Large swap trader reporting.
Sec. 731. Registration and regulation of swap dealers and major swap 
           participants.
Sec. 732. Conflicts of interest.
Sec. 733. Swap execution facilities.
Sec. 734. Derivatives transaction execution facilities and exempt boards 
           of trade.
Sec. 735. Designated contract markets.
Sec. 736. Margin.
Sec. 737. Position limits.
Sec. 738. Foreign boards of trade.
Sec. 739. Legal certainty for swaps.
Sec. 740. Multilateral clearing organizations.
Sec. 741. Enforcement.
Sec. 742. Retail commodity transactions.
Sec. 743. Other authority.
Sec. 744. Restitution remedies.
Sec. 745. Enhanced compliance by registered entities.
Sec. 746. Insider trading.
Sec. 747. Antidisruptive practices authority.
Sec. 748. Commodity whistleblower incentives and protection.
Sec. 749. Conforming amendments.
Sec. 750. Study on oversight of carbon markets.
Sec. 751. Energy and environmental markets advisory committee.
Sec. 752. International harmonization.
Sec. 753. Anti-manipulation authority.
Sec. 754. Effective date.

          Subtitle B--Regulation of Security-Based Swap Markets

Sec. 761. Definitions under the Securities Exchange Act of 1934.
Sec. 762. Repeal of prohibition on regulation of security-based swap 
           agreements.
Sec. 763. Amendments to the Securities Exchange Act of 1934.
Sec. 764. Registration and regulation of security-based swap dealers and 
           major security-based swap participants.
Sec. 765. Rulemaking on conflict of interest.
Sec. 766. Reporting and recordkeeping.
Sec. 767. State gaming and bucket shop laws.
Sec. 768. Amendments to the Securities Act of 1933; treatment of 
           security-based swaps.
Sec. 769. Definitions under the Investment Company Act of 1940.
Sec. 770. Definitions under the Investment Advisers Act of 1940.
Sec. 771. Other authority.
Sec. 772. Jurisdiction.
Sec. 773. Civil penalties.
Sec. 774. Effective date.

        TITLE VIII--PAYMENT, CLEARING, AND SETTLEMENT SUPERVISION

Sec. 801. Short title.
Sec. 802. Findings and purposes.
Sec. 803. Definitions.
Sec. 804. Designation of systemic importance.
Sec. 805. Standards for systemically important financial market 
           utilities and payment, clearing, or settlement activities.
Sec. 806. Operations of designated financial market utilities.
Sec. 807. Examination of and enforcement actions against designated 
           financial market utilities.
Sec. 808. Examination of and enforcement actions against financial 
           institutions subject to standards for designated activities.

[[Page 124 STAT. 1381]]

Sec. 809. Requests for information, reports, or records.
Sec. 810. Rulemaking.
Sec. 811. Other authority.
Sec. 812. Consultation.
Sec. 813. Common framework for designated clearing entity risk 
           management.
Sec. 814. Effective date.

  TITLE IX--INVESTOR PROTECTIONS AND IMPROVEMENTS TO THE REGULATION OF 
                               SECURITIES

Sec. 901. Short title.

               Subtitle A--Increasing Investor Protection

Sec. 911. Investor Advisory Committee established.
Sec. 912. Clarification of authority of the Commission to engage in 
           investor testing.
Sec. 913. Study and rulemaking regarding obligations of brokers, 
           dealers, and investment advisers.
Sec. 914. Study on enhancing investment adviser examinations.
Sec. 915. Office of the Investor Advocate.
Sec. 916. Streamlining of filing procedures for self-regulatory 
           organizations.
Sec. 917. Study regarding financial literacy among investors.
Sec. 918. Study regarding mutual fund advertising.
Sec. 919. Clarification of Commission authority to require investor 
           disclosures before purchase of investment products and 
           services.
Sec. 919A. Study on conflicts of interest.
Sec. 919B. Study on improved investor access to information on 
           investment advisers and broker-dealers.
Sec. 919C. Study on financial planners and the use of financial 
           designations.
Sec. 919D. Ombudsman.

       Subtitle B--Increasing Regulatory Enforcement and Remedies

Sec. 921. Authority to restrict mandatory pre-dispute arbitration.
Sec. 922. Whistleblower protection.
Sec. 923. Conforming amendments for whistleblower protection.
Sec. 924. Implementation and transition provisions for whistleblower 
           protection.
Sec. 925. Collateral bars.
Sec. 926. Disqualifying felons and other ``bad actors'' from Regulation 
           D offerings.
Sec. 927. Equal treatment of self-regulatory organization rules.
Sec. 928. Clarification that section 205 of the Investment Advisers Act 
           of 1940 does not apply to State-registered advisers.
Sec. 929. Unlawful margin lending.
Sec. 929A. Protection for employees of subsidiaries and affiliates of 
           publicly traded companies.
Sec. 929B. Fair Fund amendments.
Sec. 929C. Increasing the borrowing limit on Treasury loans.
Sec. 929D. Lost and stolen securities.
Sec. 929E. Nationwide service of subpoenas.
Sec. 929F. Formerly associated persons.
Sec. 929G. Streamlined hiring authority for market specialists.
Sec. 929H. SIPC Reforms.
Sec. 929I. Protecting confidentiality of materials submitted to the 
           Commission.
Sec. 929J. Expansion of audit information to be produced and exchanged.
Sec. 929K. Sharing privileged information with other authorities.
Sec. 929L. Enhanced application of antifraud provisions.
Sec. 929M. Aiding and abetting authority under the Securities Act and 
           the Investment Company Act.
Sec. 929N. Authority to impose penalties for aiding and abetting 
           violations of the Investment Advisers Act.
Sec. 929O. Aiding and abetting standard of knowledge satisfied by 
           recklessness.
Sec. 929P. Strengthening enforcement by the Commission.
Sec. 929Q. Revision to recordkeeping rule.
Sec. 929R. Beneficial ownership and short-swing profit reporting.
Sec. 929S. Fingerprinting.
Sec. 929T. Equal treatment of self-regulatory organization rules.
Sec. 929U. Deadline for completing examinations, inspections and 
           enforcement actions.
Sec. 929V. Security Investor Protection Act amendments.
Sec. 929W. Notice to missing security holders.
Sec. 929X. Short sale reforms.
Sec. 929Y. Study on extraterritorial private rights of action.
Sec. 929Z. GAO study on securities litigation.

  Subtitle C--Improvements to the Regulation of Credit Rating Agencies

Sec. 931. Findings.

[[Page 124 STAT. 1382]]

Sec. 932. Enhanced regulation, accountability, and transparency of 
           nationally recognized statistical rating organizations.
Sec. 933. State of mind in private actions.
Sec. 934. Referring tips to law enforcement or regulatory authorities.
Sec. 935. Consideration of information from sources other than the 
           issuer in rating decisions.
Sec. 936. Qualification standards for credit rating analysts.
Sec. 937. Timing of regulations.
Sec. 938. Universal ratings symbols.
Sec. 939. Removal of statutory references to credit ratings.
Sec. 939A. Review of reliance on ratings.
Sec. 939B. Elimination of exemption from fair disclosure rule.
Sec. 939C. Securities and Exchange Commission study on strengthening 
           credit rating agency independence.
Sec. 939D. Government Accountability Office study on alternative 
           business models.
Sec. 939E. Government Accountability Office study on the creation of an 
           independent professional analyst organization.
Sec. 939F. Study and rulemaking on assigned credit ratings.
Sec. 939G. Effect of Rule 436(g).
Sec. 939H. Sense of Congress.

   Subtitle D--Improvements to the Asset-Backed Securitization Process

Sec. 941. Regulation of credit risk retention.
Sec. 942. Disclosures and reporting for asset-backed securities.
Sec. 943. Representations and warranties in asset-backed offerings.
Sec. 944. Exempted transactions under the Securities Act of 1933.
Sec. 945. Due diligence analysis and disclosure in asset-backed 
           securities issues.
Sec. 946. Study on the macroeconomic effects of risk retention 
           requirements.

          Subtitle E--Accountability and Executive Compensation

Sec. 951. Shareholder vote on executive compensation disclosures.
Sec. 952. Compensation committee independence.
Sec. 953. Executive compensation disclosures.
Sec. 954. Recovery of erroneously awarded compensation.
Sec. 955. Disclosure regarding employee and director hedging.
Sec. 956. Enhanced compensation structure reporting.
Sec. 957. Voting by brokers.

    Subtitle F--Improvements to the Management of the Securities and 
                           Exchange Commission

Sec. 961. Report and certification of internal supervisory controls.
Sec. 962. Triennial report on personnel management.
Sec. 963. Annual financial controls audit.
Sec. 964. Report on oversight of national securities associations.
Sec. 965. Compliance examiners.
Sec. 966. Suggestion program for employees of the Commission.
Sec. 967. Commission organizational study and reform.
Sec. 968. Study on SEC revolving door.

             Subtitle G--Strengthening Corporate Governance

Sec. 971. Proxy access.
Sec. 972. Disclosures regarding chairman and CEO structures.

                    Subtitle H--Municipal Securities

Sec. 975. Regulation of municipal securities and changes to the board of 
           the MSRB.
Sec. 976. Government Accountability Office study of increased disclosure 
           to investors.
Sec. 977. Government Accountability Office study on the municipal 
           securities markets.
Sec. 978. Funding for Governmental Accounting Standards Board.
Sec. 979. Commission Office of Municipal Securities.

    Subtitle I--Public Company Accounting Oversight Board, Portfolio 
                      Margining, and Other Matters

Sec. 981. Authority to share certain information with foreign 
           authorities.
Sec. 982. Oversight of brokers and dealers.
Sec. 983. Portfolio margining.
Sec. 984. Loan or borrowing of securities.
Sec. 985. Technical corrections to Federal securities laws.
Sec. 986. Conforming amendments relating to repeal of the Public Utility 
           Holding Company Act of 1935.

[[Page 124 STAT. 1383]]

Sec. 987. Amendment to definition of material loss and nonmaterial 
           losses to the Deposit Insurance Fund for purposes of 
           Inspector General reviews.
Sec. 988. Amendment to definition of material loss and nonmaterial 
           losses to the National Credit Union Share Insurance Fund for 
           purposes of Inspector General reviews.
Sec. 989. Government Accountability Office study on proprietary trading.
Sec. 989A. Senior investor protections.
Sec. 989B. Designated Federal entity inspectors general independence.
Sec. 989C. Strengthening Inspector General accountability.
Sec. 989D. Removal of Inspectors General of designated Federal entities.
Sec. 989E. Additional oversight of financial regulatory system.
Sec. 989F. GAO study of person to person lending.
Sec. 989G. Exemption for nonaccelerated filers.
Sec. 989H. Corrective responses by heads of certain establishments to 
           deficiencies identified by Inspectors General.
Sec. 989I. GAO study regarding exemption for smaller issuers.
Sec. 989J. Further promoting the adoption of the NAIC Model Regulations 
           that enhance protection of seniors and other consumers.

      Subtitle J--Securities and Exchange Commission Match Funding

Sec. 991. Securities and Exchange Commission match funding.

            TITLE X--BUREAU OF CONSUMER FINANCIAL PROTECTION

Sec. 1001. Short title.
Sec. 1002. Definitions.

           Subtitle A--Bureau of Consumer Financial Protection

Sec. 1011. Establishment of the Bureau of Consumer Financial Protection.
Sec. 1012. Executive and administrative powers.
Sec. 1013. Administration.
Sec. 1014. Consumer Advisory Board.
Sec. 1015. Coordination.
Sec. 1016. Appearances before and reports to Congress.
Sec. 1017. Funding; penalties and fines.
Sec. 1018. Effective date.

                Subtitle B--General Powers of the Bureau

Sec. 1021. Purpose, objectives, and functions.
Sec. 1022. Rulemaking authority.
Sec. 1023. Review of Bureau regulations.
Sec. 1024. Supervision of nondepository covered persons.
Sec. 1025. Supervision of very large banks, savings associations, and 
           credit unions.
Sec. 1026. Other banks, savings associations, and credit unions.
Sec. 1027. Limitations on authorities of the Bureau; preservation of 
           authorities.
Sec. 1028. Authority to restrict mandatory pre-dispute arbitration.
Sec. 1029. Exclusion for auto dealers.
Sec. 1029A. Effective date.

                 Subtitle C--Specific Bureau Authorities

Sec. 1031. Prohibiting unfair, deceptive, or abusive acts or practices.
Sec. 1032. Disclosures.
Sec. 1033. Consumer rights to access information.
Sec. 1034. Response to consumer complaints and inquiries.
Sec. 1035. Private education loan ombudsman.
Sec. 1036. Prohibited acts.
Sec. 1037. Effective date.

                  Subtitle D--Preservation of State Law

Sec. 1041. Relation to State law.
Sec. 1042. Preservation of enforcement powers of States.
Sec. 1043. Preservation of existing contracts.
Sec. 1044. State law preemption standards for national banks and 
           subsidiaries clarified.
Sec. 1045. Clarification of law applicable to nondepository institution 
           subsidiaries.
Sec. 1046. State law preemption standards for Federal savings 
           associations and subsidiaries clarified.
Sec. 1047. Visitorial standards for national banks and savings 
           associations.
Sec. 1048. Effective date.

                     Subtitle E--Enforcement Powers

Sec. 1051. Definitions.

[[Page 124 STAT. 1384]]

Sec. 1052. Investigations and administrative discovery.
Sec. 1053. Hearings and adjudication proceedings.
Sec. 1054. Litigation authority.
Sec. 1055. Relief available.
Sec. 1056. Referrals for criminal proceedings.
Sec. 1057. Employee protection.
Sec. 1058. Effective date.

Subtitle F--Transfer of Functions and Personnel; Transitional Provisions

Sec. 1061. Transfer of consumer financial protection functions.
Sec. 1062. Designated transfer date.
Sec. 1063. Savings provisions.
Sec. 1064. Transfer of certain personnel.
Sec. 1065. Incidental transfers.
Sec. 1066. Interim authority of the Secretary.
Sec. 1067. Transition oversight.

                   Subtitle G--Regulatory Improvements

Sec. 1071. Small business data collection.
Sec. 1072. Assistance for economically vulnerable individuals and 
           families.
Sec. 1073. Remittance transfers.
Sec. 1074. Department of the Treasury study on ending the 
           conservatorship of Fannie Mae, Freddie Mac, and reforming the 
           housing finance system.
Sec. 1075. Reasonable fees and rules for payment card transactions.
Sec. 1076. Reverse mortgage study and regulations.
Sec. 1077. Report on private education loans and private educational 
           lenders.
Sec. 1078. Study and report on credit scores.
Sec. 1079. Review, report, and program with respect to exchange 
           facilitators.
Sec. 1079A. Financial fraud provisions.

                    Subtitle H--Conforming Amendments

Sec. 1081. Amendments to the Inspector General Act.
Sec. 1082. Amendments to the Privacy Act of 1974.
Sec. 1083. Amendments to the Alternative Mortgage Transaction Parity Act 
           of 1982.
Sec. 1084. Amendments to the Electronic Fund Transfer Act.
Sec. 1085. Amendments to the Equal Credit Opportunity Act.
Sec. 1086. Amendments to the Expedited Funds Availability Act.
Sec. 1087. Amendments to the Fair Credit Billing Act.
Sec. 1088. Amendments to the Fair Credit Reporting Act and the Fair and 
           Accurate Credit Transactions Act of 2003.
Sec. 1089. Amendments to the Fair Debt Collection Practices Act.
Sec. 1090. Amendments to the Federal Deposit Insurance Act.
Sec. 1091. Amendment to Federal Financial Institutions Examination 
           Council Act of 1978.
Sec. 1092. Amendments to the Federal Trade Commission Act.
Sec. 1093. Amendments to the Gramm-Leach-Bliley Act.
Sec. 1094. Amendments to the Home Mortgage Disclosure Act of 1975.
Sec. 1095. Amendments to the Homeowners Protection Act of 1998.
Sec. 1096. Amendments to the Home Ownership and Equity Protection Act of 
           1994.
Sec. 1097. Amendments to the Omnibus Appropriations Act, 2009.
Sec. 1098. Amendments to the Real Estate Settlement Procedures Act of 
           1974.
Sec. 1098A. Amendments to the Interstate Land Sales Full Disclosure Act.
Sec. 1099. Amendments to the Right to Financial Privacy Act of 1978.
Sec. 1100. Amendments to the Secure and Fair Enforcement for Mortgage 
           Licensing Act of 2008.
Sec. 1100A. Amendments to the Truth in Lending Act.
Sec. 1100B. Amendments to the Truth in Savings Act.
Sec. 1100C. Amendments to the Telemarketing and Consumer Fraud and Abuse 
           Prevention Act.
Sec. 1100D. Amendments to the Paperwork Reduction Act.
Sec. 1100E. Adjustments for inflation in the Truth in Lending Act.
Sec. 1100F. Use of consumer reports.
Sec. 1100G. Small business fairness and regulatory transparency.
Sec. 1100H. Effective date.

               TITLE XI--FEDERAL RESERVE SYSTEM PROVISIONS

Sec. 1101. Federal Reserve Act amendments on emergency lending 
           authority.
Sec. 1102. Reviews of special Federal reserve credit facilities.
Sec. 1103. Public access to information.
Sec. 1104. Liquidity event determination.

[[Page 124 STAT. 1385]]

Sec. 1105. Emergency financial stabilization.
Sec. 1106. Additional related amendments.
Sec. 1107. Federal Reserve Act amendments on Federal reserve bank 
           governance.
Sec. 1108. Federal Reserve Act amendments on supervision and regulation 
           policy.
Sec. 1109. GAO audit of the Federal Reserve facilities; publication of 
           Board actions.

    TITLE XII--IMPROVING ACCESS TO MAINSTREAM FINANCIAL INSTITUTIONS

Sec. 1201. Short title.
Sec. 1202. Purpose.
Sec. 1203. Definitions.
Sec. 1204. Expanded access to mainstream financial institutions.
Sec. 1205. Low-cost alternatives to payday loans.
Sec. 1206. Grants to establish loan-loss reserve funds.
Sec. 1207. Procedural provisions.
Sec. 1208. Authorization of appropriations.
Sec. 1209. Regulations.
Sec. 1210. Evaluation and reports to Congress.

                       TITLE XIII--PAY IT BACK ACT

Sec. 1301. Short title.
Sec. 1302. Amendment to reduce TARP authorization.
Sec. 1303. Report.
Sec. 1304. Amendments to Housing and Economic Recovery Act of 2008.
Sec. 1305. Federal Housing Finance Agency report.
Sec. 1306. Repayment of unobligated ARRA funds.

        TITLE XIV--MORTGAGE REFORM AND ANTI-PREDATORY LENDING ACT

Sec. 1400. Short title; designation as enumerated consumer law.

       Subtitle A--Residential Mortgage Loan Origination Standards

Sec. 1401. Definitions.
Sec. 1402. Residential mortgage loan origination.
Sec. 1403. Prohibition on steering incentives.
Sec. 1404. Liability.
Sec. 1405. Regulations.
Sec. 1406. Study of shared appreciation mortgages.

               Subtitle B--Minimum Standards For Mortgages

Sec. 1411. Ability to repay.
Sec. 1412. Safe harbor and rebuttable presumption.
Sec. 1413. Defense to foreclosure.
Sec. 1414. Additional standards and requirements.
Sec. 1415. Rule of construction.
Sec. 1416. Amendments to civil liability provisions.
Sec. 1417. Lender rights in the context of borrower deception.
Sec. 1418. Six-month notice required before reset of hybrid adjustable 
           rate mortgages.
Sec. 1419. Required disclosures.
Sec. 1420. Disclosures required in monthly statements for residential 
           mortgage loans.
Sec. 1421. Report by the GAO.
Sec. 1422. State attorney general enforcement authority.

                     Subtitle C--High-Cost Mortgages

Sec. 1431. Definitions relating to high-cost mortgages.
Sec. 1432. Amendments to existing requirements for certain mortgages.
Sec. 1433. Additional requirements for certain mortgages.

                Subtitle D--Office of Housing Counseling

Sec. 1441. Short title.
Sec. 1442. Establishment of Office of Housing Counseling.
Sec. 1443. Counseling procedures.
Sec. 1444. Grants for housing counseling assistance.
Sec. 1445. Requirements to use HUD-certified counselors under HUD 
           programs.
Sec. 1446. Study of defaults and foreclosures.
Sec. 1447. Default and foreclosure database.
Sec. 1448. Definitions for counseling-related programs.
Sec. 1449. Accountability and transparency for grant recipients.
Sec. 1450. Updating and simplification of mortgage information booklet.

[[Page 124 STAT. 1386]]

Sec. 1451. Home inspection counseling.
Sec. 1452. Warnings to homeowners of foreclosure rescue scams.

                     Subtitle E--Mortgage Servicing

Sec. 1461. Escrow and impound accounts relating to certain consumer 
           credit transactions.
Sec. 1462. Disclosure notice required for consumers who waive escrow 
           services.
Sec. 1463. Real Estate Settlement Procedures Act of 1974 amendments.
Sec. 1464. Truth in Lending Act amendments.
Sec. 1465. Escrows included in repayment analysis.

                    Subtitle F--Appraisal Activities

Sec. 1471. Property appraisal requirements.
Sec. 1472. Appraisal independence requirements.
Sec. 1473. Amendments relating to Appraisal Subcommittee of FFIEC, 
           Appraiser Independence Monitoring, Approved Appraiser 
           Education, Appraisal Management Companies, Appraiser 
           Complaint Hotline, Automated Valuation Models, and Broker 
           Price Opinions.
Sec. 1474. Equal Credit Opportunity Act amendment.
Sec. 1475. Real Estate Settlement Procedures Act of 1974 amendment 
           relating to certain appraisal fees.
Sec. 1476. GAO study on the effectiveness and impact of various 
           appraisal methods, valuation models and distributions 
           channels, and on the Home Valuation Code of conduct and the 
           Appraisal Subcommittee.

            Subtitle G--Mortgage Resolution and Modification

Sec. 1481. Multifamily mortgage resolution program.
Sec. 1482. Home Affordable Modification Program guidelines.
Sec. 1483. Public availability of information of Making Home Affordable 
           Program.
Sec. 1484. Protecting tenants at foreclosure extension and 
           clarification.

                  Subtitle H--Miscellaneous Provisions

Sec. 1491. Sense of Congress regarding the importance of government-
           sponsored enterprises reform to enhance the protection, 
           limitation, and regulation of the terms of residential 
           mortgage credit.
Sec. 1492. GAO study report on government efforts to combat mortgage 
           foreclosure rescue scams and loan modification fraud.
Sec. 1493. Reporting of mortgage data by State.
Sec. 1494. Study of effect of drywall presence on foreclosures.
Sec. 1495. Definition.
Sec. 1496. Emergency mortgage relief.
Sec. 1497. Additional assistance for Neighborhood Stabilization Program.
Sec. 1498. Legal assistance for foreclosure-related issues.

                   TITLE XV--MISCELLANEOUS PROVISIONS

Sec. 1501. Restrictions on use of United States funds for foreign 
           governments; protection of American taxpayers.
Sec. 1502. Conflict minerals.
Sec. 1503. Reporting requirements regarding coal or other mine safety.
Sec. 1504. Disclosure of payments by resource extraction issuers.
Sec. 1505. Study by the Comptroller General.
Sec. 1506. Study on core deposits and brokered deposits.

                    TITLE XVI--SECTION 1256 CONTRACTS

Sec. 1601. Certain swaps, etc., not treated as section 1256 contracts.

SEC. 2. <<NOTE: 12 USC 5301.>> DEFINITIONS.

    As used in this Act, the following definitions shall apply, except 
as the context otherwise requires or as otherwise specifically provided 
in this Act:
            (1) Affiliate.--The term ``affiliate'' has the same meaning 
        as in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 
        1813).
            (2) Appropriate federal banking agency.--On and after the 
        transfer date, the term ``appropriate Federal banking agency'' 
        has the same meaning as in section 3(q) of the Federal Deposit 
        Insurance Act (12 U.S.C. 1813(q)), as amended by title III.

[[Page 124 STAT. 1387]]

            (3) Board of governors.--The term ``Board of Governors'' 
        means the Board of Governors of the Federal Reserve System.
            (4) Bureau.--The term ``Bureau'' means the Bureau of 
        Consumer Financial Protection established under title X.
            (5) Commission.--The term ``Commission'' means the 
        Securities and Exchange Commission, except in the context of the 
        Commodity Futures Trading Commission.
            (6) Commodity futures terms.--The terms ``futures commission 
        merchant'', ``swap'', ``swap dealer'', ``swap execution 
        facility'', ``derivatives clearing organization'', ``board of 
        trade'', ``commodity trading advisor'', ``commodity pool'', and 
        ``commodity pool operator'' have the same meanings as given the 
        terms in section 1a of the Commodity Exchange Act (7 U.S.C. 1 et 
        seq.).
            (7) Corporation.--The term ``Corporation'' means the Federal 
        Deposit Insurance Corporation.
            (8) Council.--The term ``Council'' means the Financial 
        Stability Oversight Council established under title I.
            (9) Credit union.--The term ``credit union'' means a Federal 
        credit union, State credit union, or State-chartered credit 
        union, as those terms are defined in section 101 of the Federal 
        Credit Union Act (12 U.S.C. 1752).
            (10) Federal banking agency.--The term--
                    (A) ``Federal banking agency'' means, individually, 
                the Board of Governors, the Office of the Comptroller of 
                the Currency, and the Corporation; and
                    (B) ``Federal banking agencies'' means all of the 
                agencies referred to in subparagraph (A), collectively.
            (11) Functionally regulated subsidiary.--The term 
        ``functionally regulated subsidiary'' has the same meaning as in 
        section 5(c)(5) of the Bank Holding Company Act of 1956 (12 
        U.S.C. 1844(c)(5)).
            (12) Primary financial regulatory agency.--The term 
        ``primary financial regulatory agency'' means--
                    (A) the appropriate Federal banking agency, with 
                respect to institutions described in section 3(q) of the 
                Federal Deposit Insurance Act, except to the extent that 
                an institution is or the activities of an institution 
                are otherwise described in subparagraph (B), (C), (D), 
                or (E);
                    (B) the Securities and Exchange Commission, with 
                respect to--
                          (i) any broker or dealer that is registered 
                      with the Commission under the Securities Exchange 
                      Act of 1934, with respect to the activities of the 
                      broker or dealer that require the broker or dealer 
                      to be registered under that Act;
                          (ii) any investment company that is registered 
                      with the Commission under the Investment Company 
                      Act of 1940, with respect to the activities of the 
                      investment company that require the investment 
                      company to be registered under that Act;
                          (iii) any investment adviser that is 
                      registered with the Commission under the 
                      Investment Advisers Act of 1940, with respect to 
                      the investment advisory activities of such company 
                      and activities that are incidental to such 
                      advisory activities;

[[Page 124 STAT. 1388]]

                          (iv) any clearing agency registered with the 
                      Commission under the Securities Exchange Act of 
                      1934, with respect to the activities of the 
                      clearing agency that require the agency to be 
                      registered under such Act;
                          (v) any nationally recognized statistical 
                      rating organization registered with the Commission 
                      under the Securities Exchange Act of 1934;
                          (vi) any transfer agent registered with the 
                      Commission under the Securities Exchange Act of 
                      1934;
                          (vii) any exchange registered as a national 
                      securities exchange with the Commission under the 
                      Securities Exchange Act of 1934;
                          (viii) any national securities association 
                      registered with the Commission under the 
                      Securities Exchange Act of 1934;
                          (ix) any securities information processor 
                      registered with the Commission under the 
                      Securities Exchange Act of 1934;
                          (x) the Municipal Securities Rulemaking Board 
                      established under the Securities Exchange Act of 
                      1934;
                          (xi) the Public Company Accounting Oversight 
                      Board established under the Sarbanes-Oxley Act of 
                      2002 (15 U.S.C. 7211 et seq.);
                          (xii) the Securities Investor Protection 
                      Corporation established under the Securities 
                      Investor Protection Act of 1970 (15 U.S.C. 78aaa 
                      et seq.); and
                          (xiii) any security-based swap execution 
                      facility, security-based swap data repository, 
                      security-based swap dealer or major security-based 
                      swap participant registered with the Commission 
                      under the Securities Exchange Act of 1934, with 
                      respect to the security-based swap activities of 
                      the person that require such person to be 
                      registered under such Act;
                    (C) the Commodity Futures Trading Commission, with 
                respect to--
                          (i) any futures commission merchant registered 
                      with the Commodity Futures Trading Commission 
                      under the Commodity Exchange Act (7 U.S.C. 1 et 
                      seq.), with respect to the activities of the 
                      futures commission merchant that require the 
                      futures commission merchant to be registered under 
                      that Act;
                          (ii) any commodity pool operator registered 
                      with the Commodity Futures Trading Commission 
                      under the Commodity Exchange Act (7 U.S.C. 1 et 
                      seq.), with respect to the activities of the 
                      commodity pool operator that require the commodity 
                      pool operator to be registered under that Act, or 
                      a commodity pool, as defined in that Act;
                          (iii) any commodity trading advisor or 
                      introducing broker registered with the Commodity 
                      Futures Trading Commission under the Commodity 
                      Exchange Act (7 U.S.C. 1 et seq.), with respect to 
                      the activities of the commodity trading advisor or 
                      introducing broker that require the commodity 
                      trading adviser or introducing broker to be 
                      registered under that Act;

[[Page 124 STAT. 1389]]

                          (iv) any derivatives clearing organization 
                      registered with the Commodity Futures Trading 
                      Commission under the Commodity Exchange Act (7 
                      U.S.C. 1 et seq.), with respect to the activities 
                      of the derivatives clearing organization that 
                      require the derivatives clearing organization to 
                      be registered under that Act;
                          (v) any board of trade designated as a 
                      contract market by the Commodity Futures Trading 
                      Commission under the Commodity Exchange Act (7 
                      U.S.C. 1 et seq.);
                          (vi) any futures association registered with 
                      the Commodity Futures Trading Commission under the 
                      Commodity Exchange Act (7 U.S.C. 1 et seq.);
                          (vii) any retail foreign exchange dealer 
                      registered with the Commodity Futures Trading 
                      Commission under the Commodity Exchange Act (7 
                      U.S.C. 1 et seq.), with respect to the activities 
                      of the retail foreign exchange dealer that require 
                      the retail foreign exchange dealer to be 
                      registered under that Act;
                          (viii) any swap execution facility, swap data 
                      repository, swap dealer, or major swap participant 
                      registered with the Commodity Futures Trading 
                      Commission under the Commodity Exchange Act (7 
                      U.S.C. 1 et seq.) with respect to the swap 
                      activities of the person that require such person 
                      to be registered under that Act; and
                          (ix) any registered entity under the Commodity 
                      Exchange Act (7 U.S.C. 1 et seq.), with respect to 
                      the activities of the registered entity that 
                      require the registered entity to be registered 
                      under that Act;
                    (D) the State insurance authority of the State in 
                which an insurance company is domiciled, with respect to 
                the insurance activities and activities that are 
                incidental to such insurance activities of an insurance 
                company that is subject to supervision by the State 
                insurance authority under State insurance law; and
                    (E) the Federal Housing Finance Agency, with respect 
                to Federal Home Loan Banks or the Federal Home Loan Bank 
                System, and with respect to the Federal National 
                Mortgage Association or the Federal Home Loan Mortgage 
                Corporation.
            (13) Prudential standards.--The term ``prudential 
        standards'' means enhanced supervision and regulatory standards 
        developed by the Board of Governors under section 165.
            (14) Secretary.--The term ``Secretary'' means the Secretary 
        of the Treasury.
            (15) Securities terms.--The--
                    (A) terms ``broker'', ``dealer'', ``issuer'', 
                ``nationally recognized statistical rating 
                organization'', ``security'', and ``securities laws'' 
                have the same meanings as in section 3 of the Securities 
                Exchange Act of 1934 (15 U.S.C. 78c);
                    (B) term ``investment adviser'' has the same meaning 
                as in section 202 of the Investment Advisers Act of 1940 
                (15 U.S.C. 80b-2); and
                    (C) term ``investment company'' has the same meaning 
                as in section 3 of the Investment Company Act of 1940 
                (15 U.S.C. 80a-3).

[[Page 124 STAT. 1390]]

            (16) State.--The term ``State'' means any State, 
        commonwealth, territory, or possession of the United States, the 
        District of Columbia, the Commonwealth of Puerto Rico, the 
        Commonwealth of the Northern Mariana Islands, American Samoa, 
        Guam, or the United States Virgin Islands.
            (17) Transfer date.--The term ``transfer date'' means the 
        date established under section 311.
            (18) Other incorporated definitions.--
                    (A) Federal deposit insurance act.--The terms 
                ``bank'', ``bank holding company'', ``control'', 
                ``deposit'', ``depository institution'', ``Federal 
                depository institution'', ``Federal savings 
                association'', ``foreign bank'', ``including'', 
                ``insured branch'', ``insured depository institution'', 
                ``national member bank'', ``national nonmember bank'', 
                ``savings association'', ``State bank'', ``State 
                depository institution'', ``State member bank'', ``State 
                nonmember bank'', ``State savings association'', and 
                ``subsidiary'' have the same meanings as in section 3 of 
                the Federal Deposit Insurance Act (12 U.S.C. 1813).
                    (B) Holding companies.--The term--
                          (i) ``bank holding company'' has the same 
                      meaning as in section 2 of the Bank Holding 
                      Company Act of 1956 (12 U.S.C. 1841);
                          (ii) ``financial holding company'' has the 
                      same meaning as in section 2(p) of the Bank 
                      Holding Company Act of 1956 (12 U.S.C. 1841(p)); 
                      and
                          (iii) ``savings and loan holding company'' has 
                      the same meaning as in section 10 of the Home 
                      Owners' Loan Act (12 U.S.C. 1467a(a)).
SEC. 3. <<NOTE: 12 USC 5302.>> SEVERABILITY.

    If any provision of this Act, an amendment made by this Act, or the 
application of such provision or amendment to any person or circumstance 
is held to be unconstitutional, the remainder of this Act, the 
amendments made by this Act, and the application of the provisions of 
such to any person or circumstance shall not be affected thereby.
SEC. 4. <<NOTE: 12 USC 5301 note.>> EFFECTIVE DATE.

    Except as otherwise specifically provided in this Act or the 
amendments made by this Act, this Act and such amendments shall take 
effect 1 day after the date of enactment of this Act.
SEC. 5. BUDGETARY EFFECTS.

    The budgetary effects of this Act, for the purpose of complying with 
the Statutory Pay-As-You-Go-Act of 2010, shall be determined by 
reference to the latest statement titled ``Budgetary Effects of PAYGO 
Legislation'' for this Act, jointly submitted for printing in the 
Congressional Record by the Chairmen of the House and Senate Budget 
Committees, provided that such statement has been submitted prior to the 
vote on passage in the House acting first on this conference report or 
amendment between the Houses.
SEC. 6. <<NOTE: 12 USC 5303.>> ANTITRUST SAVINGS CLAUSE.

    Nothing in this Act, or any amendment made by this Act, shall be 
construed to modify, impair, or supersede the operation of any of the 
antitrust laws, unless otherwise <<NOTE: Definition.>> specified. For 
purposes of this section, the term ``antitrust laws'' has the same 
meaning

[[Page 124 STAT. 1391]]

as in subsection (a) of the first section of the Clayton Act, except 
that such term includes section 5 of the Federal Trade Commission Act, 
to the extent that such section 5 applies to unfair methods of 
competition.

TITLE I-- <<NOTE: Financial Stability Act of 2010.>> FINANCIAL STABILITY
SEC. 101. <<NOTE: 12 USC 5301 note.>> SHORT TITLE.

    This title may be cited as the ``Financial Stability Act of 2010''.
SEC. 102. <<NOTE: 12 USC 5311.>> DEFINITIONS.

    (a) In General.--For purposes of this title, unless the context 
otherwise requires, the following definitions shall apply:
            (1) Bank holding company.--The term ``bank holding company'' 
        has the same meaning as in section 2 of the Bank Holding Company 
        Act of 1956 (12 U.S.C. 1841). A foreign bank or company that is 
        treated as a bank holding company for purposes of the Bank 
        Holding Company Act of 1956, pursuant to section 8(a) of the 
        International Banking Act of 1978 (12 U.S.C. 3106(a)), shall be 
        treated as a bank holding company for purposes of this title.
            (2) Chairperson.--The term ``Chairperson'' means the 
        Chairperson of the Council.
            (3) Member agency.--The term ``member agency'' means an 
        agency represented by a voting member of the Council.
            (4) Nonbank financial company definitions.--
                    (A) Foreign nonbank financial company.--The term 
                ``foreign nonbank financial company'' means a company 
                (other than a company that is, or is treated in the 
                United States as, a bank holding company) that is--
                          (i) incorporated or organized in a country 
                      other than the United States; and
                          (ii) predominantly engaged in, including 
                      through a branch in the United States, financial 
                      activities, as defined in paragraph (6).
                    (B) U.S. nonbank financial company.--The term ``U.S. 
                nonbank financial company'' means a company (other than 
                a bank holding company, a Farm Credit System institution 
                chartered and subject to the provisions of the Farm 
                Credit Act of 1971 (12 U.S.C. 2001 et seq.), or a 
                national securities exchange (or parent thereof), 
                clearing agency (or parent thereof, unless the parent is 
                a bank holding company), security-based swap execution 
                facility, or security-based swap data repository 
                registered with the Commission, or a board of trade 
                designated as a contract market (or parent thereof), or 
                a derivatives clearing organization (or parent thereof, 
                unless the parent is a bank holding company), swap 
                execution facility or a swap data repository registered 
                with the Commodity Futures Trading Commission), that 
                is--
                          (i) incorporated or organized under the laws 
                      of the United States or any State; and
                          (ii) predominantly engaged in financial 
                      activities, as defined in paragraph (6).

[[Page 124 STAT. 1392]]

                    (C) Nonbank financial company.--The term ``nonbank 
                financial company'' means a U.S. nonbank financial 
                company and a foreign nonbank financial company.
                    (D) Nonbank financial company supervised by the 
                board of governors.--The term ``nonbank financial 
                company supervised by the Board of Governors'' means a 
                nonbank financial company that the Council has 
                determined under section 113 shall be supervised by the 
                Board of Governors.
            (5) Office of financial research.--The term ``Office of 
        Financial Research'' means the office established under section 
        152.
            (6) Predominantly engaged.--A company is ``predominantly 
        engaged in financial activities'' if--
                    (A) the annual gross revenues derived by the company 
                and all of its subsidiaries from activities that are 
                financial in nature (as defined in section 4(k) of the 
                Bank Holding Company Act of 1956) and, if applicable, 
                from the ownership or control of one or more insured 
                depository institutions, represents 85 percent or more 
                of the consolidated annual gross revenues of the 
                company; or
                    (B) the consolidated assets of the company and all 
                of its subsidiaries related to activities that are 
                financial in nature (as defined in section 4(k) of the 
                Bank Holding Company Act of 1956) and, if applicable, 
                related to the ownership or control of one or more 
                insured depository institutions, represents 85 percent 
                or more of the consolidated assets of the company.
            (7) Significant institutions.--The terms ``significant 
        nonbank financial company'' and ``significant bank holding 
        company'' have the meanings given those terms by rule of the 
        Board of Governors, but in no instance shall the term 
        ``significant nonbank financial company'' include those entities 
        that are excluded under paragraph (4)(B).

    (b) Definitional Criteria.--The <<NOTE: Regulations.>> Board of 
Governors shall establish, by regulation, the requirements for 
determining if a company is predominantly engaged in financial 
activities, as defined in subsection (a)(6).

    (c) Foreign Nonbank Financial Companies.--For purposes of the 
application of subtitles A and C (other than section 113(b)) with 
respect to a foreign nonbank financial company, references in this title 
to ``company'' or ``subsidiary'' include only the United States 
activities and subsidiaries of such foreign company, except as otherwise 
provided.

            Subtitle A--Financial Stability Oversight Council

SEC. 111. <<NOTE: 12 USC 5321.>> FINANCIAL STABILITY OVERSIGHT 
                        COUNCIL ESTABLISHED.

    (a) Establishment.--Effective <<NOTE: Effective date.>> on the date 
of enactment of this Act, there is established the Financial Stability 
Oversight Council.

    (b) Membership.--The Council shall consist of the following members:
            (1) Voting members.--The voting members, who shall each have 
        1 vote on the Council shall be--

[[Page 124 STAT. 1393]]

                    (A) the Secretary of the Treasury, who shall serve 
                as Chairperson of the Council;
                    (B) the Chairman of the Board of Governors;
                    (C) the Comptroller of the Currency;
                    (D) the Director of the Bureau;
                    (E) the Chairman of the Commission;
                    (F) the Chairperson of the Corporation;
                    (G) the Chairperson of the Commodity Futures Trading 
                Commission;
                    (H) the Director of the Federal Housing Finance 
                Agency;
                    (I) the Chairman of the National Credit Union 
                Administration Board; and
                    (J) an independent member appointed by the 
                President, by and with the advice and consent of the 
                Senate, having insurance expertise.
            (2) Nonvoting members.--The nonvoting members, who shall 
        serve in an advisory capacity as a nonvoting member of the 
        Council, shall be--
                    (A) the Director of the Office of Financial 
                Research;
                    (B) the Director of the Federal Insurance Office;
                    (C) a State insurance commissioner, to be designated 
                by a selection process determined by the State insurance 
                commissioners;
                    (D) a State banking supervisor, to be designated by 
                a selection process determined by the State banking 
                supervisors; and
                    (E) a State securities commissioner (or an officer 
                performing like functions), to be designated by a 
                selection process determined by such State securities 
                commissioners.
            (3) Nonvoting member participation.--The nonvoting members 
        of the Council shall not be excluded from any of the 
        proceedings, meetings, discussions, or deliberations of the 
        Council, except that the Chairperson may, upon an affirmative 
        vote of the member agencies, exclude the nonvoting members from 
        any of the proceedings, meetings, discussions, or deliberations 
        of the Council when necessary to safeguard and promote the free 
        exchange of confidential supervisory information.

    (c) Terms; Vacancy.--
            (1) Terms.--The independent member of the Council shall 
        serve for a term of 6 years, and each nonvoting member described 
        in subparagraphs (C), (D), and (E) of subsection (b)(2) shall 
        serve for a term of 2 years.
            (2) Vacancy.--Any vacancy on the Council shall be filled in 
        the manner in which the original appointment was made.
            (3) Acting officials may serve.--In the event of a vacancy 
        in the office of the head of a member agency or department, and 
        pending the appointment of a successor, or during the absence or 
        disability of the head of a member agency or department, the 
        acting head of the member agency or department shall serve as a 
        member of the Council in the place of that agency or department 
        head.

    (d) Technical and Professional Advisory Committees.--The Council may 
appoint such special advisory, technical, or professional committees as 
may be useful in carrying out the functions of the Council, including an 
advisory committee consisting of State

[[Page 124 STAT. 1394]]

regulators, and the members of such committees may be members of the 
Council, or other persons, or both.
    (e) Meetings.--
            (1) Timing.--The Council shall meet at the call of the 
        Chairperson or a majority of the members then serving, but not 
        less frequently than quarterly.
            (2) Rules for conducting business.--The Council shall adopt 
        such rules as may be necessary for the conduct of the business 
        of the Council. Such rules shall be rules of agency 
        organization, procedure, or practice for purposes of section 553 
        of title 5, United States Code.

    (f) Voting.--Unless otherwise specified, the Council shall make all 
decisions that it is authorized or required to make by a majority vote 
of the voting members then serving.
    (g) Nonapplicability of FACA.--
The <<NOTE: Publication. List.>> Federal Advisory Committee Act (5 
U.S.C. App.) shall not apply to the Council, or to any special advisory, 
technical, or professional committee appointed by the Council, except 
that, if an advisory, technical, or professional committee has one or 
more members who are not employees of or affiliated with the United 
States Government, the Council shall publish a list of the names of the 
members of such committee.

    (h) Assistance From Federal Agencies.--Any department or agency of 
the United States may provide to the Council and any special advisory, 
technical, or professional committee appointed by the Council, such 
services, funds, facilities, staff, and other support services as the 
Council may determine advisable.
    (i) Compensation of Members.--
            (1) Federal employee members.--All members of the Council 
        who are officers or employees of the United States shall serve 
        without compensation in addition to that received for their 
        services as officers or employees of the United States.
            (2) Compensation for non-federal member.--Section 5314 of 
        title 5, United States Code, is amended by adding at the end the 
        following:
            ``Independent Member of the Financial Stability Oversight 
        Council (1).''.

    (j) Detail of Government Employees.--Any employee of the Federal 
Government may be detailed to the Council without reimbursement, and 
such detail shall be without interruption or loss of civil service 
status or privilege. An employee of the Federal Government detailed to 
the Council shall report to and be subject to oversight by the Council 
during the assignment to the Council, and shall be compensated by the 
department or agency from which the employee was detailed.
SEC. 112. <<NOTE: 12 USC 5322.>> COUNCIL AUTHORITY.

    (a) Purposes and Duties of the Council.--
            (1) In general.--The purposes of the Council are--
                    (A) to identify risks to the financial stability of 
                the United States that could arise from the material 
                financial distress or failure, or ongoing activities, of 
                large, interconnected bank holding companies or nonbank 
                financial companies, or that could arise outside the 
                financial services marketplace;
                    (B) to promote market discipline, by eliminating 
                expectations on the part of shareholders, creditors, and

[[Page 124 STAT. 1395]]

                counterparties of such companies that the Government 
                will shield them from losses in the event of failure; 
                and
                    (C) to respond to emerging threats to the stability 
                of the United States financial system.
            (2) Duties.--The Council shall, in accordance with this 
        title--
                    (A) collect information from member agencies, other 
                Federal and State financial regulatory agencies, the 
                Federal Insurance Office and, if necessary to assess 
                risks to the United States financial system, direct the 
                Office of Financial Research to collect information from 
                bank holding companies and nonbank financial companies;
                    (B) provide direction to, and request data and 
                analyses from, the Office of Financial Research to 
                support the work of the Council;
                    (C) monitor the financial services marketplace in 
                order to identify potential threats to the financial 
                stability of the United States;
                    (D) to monitor domestic and international financial 
                regulatory proposals and developments, including 
                insurance and accounting issues, and to advise Congress 
                and make recommendations in such areas that will enhance 
                the integrity, efficiency, competitiveness, and 
                stability of the U.S. financial markets;
                    (E) facilitate information sharing and coordination 
                among the member agencies and other Federal and State 
                agencies regarding domestic financial services policy 
                development, rulemaking, examinations, reporting 
                requirements, and enforcement actions;
                    (F) recommend to the member agencies general 
                supervisory priorities and principles reflecting the 
                outcome of discussions among the member agencies;
                    (G) identify gaps in regulation that could pose 
                risks to the financial stability of the United States;
                    (H) require supervision by the Board of Governors 
                for nonbank financial companies that may pose risks to 
                the financial stability of the United States in the 
                event of their material financial distress or failure, 
                or because of their activities pursuant to section 113;
                    (I) make <<NOTE: Recommenda- 
                tions.>> recommendations to the Board of Governors 
                concerning the establishment of heightened prudential 
                standards for risk-based capital, leverage, liquidity, 
                contingent capital, resolution plans and credit exposure 
                reports, concentration limits, enhanced public 
                disclosures, and overall risk management for nonbank 
                financial companies and large, interconnected bank 
                holding companies supervised by the Board of Governors;
                    (J) identify systemically important financial market 
                utilities and payment, clearing, and settlement 
                activities (as that term is defined in title VIII);
                    (K) <<NOTE: Recommenda- tions.>>  make 
                recommendations to primary financial regulatory agencies 
                to apply new or heightened standards and safeguards for 
                financial activities or practices that could create or 
                increase risks of significant liquidity, credit, or 
                other problems spreading among bank holding companies, 
                nonbank financial companies, and United States financial 
                markets;

[[Page 124 STAT. 1396]]

                    (L) review and, as appropriate, may submit comments 
                to the Commission and any standard-setting body with 
                respect to an existing or proposed accounting principle, 
                standard, or procedure;
                    (M) provide a forum for--
                          (i) discussion and analysis of emerging market 
                      developments and financial regulatory issues; and
                          (ii) resolution of jurisdictional disputes 
                      among the members of the Council; and
                    (N) <<NOTE: Deadline. Reports.>> annually report to 
                and testify before Congress on--
                          (i) the activities of the Council;
                          (ii) significant financial market and 
                      regulatory developments, including insurance and 
                      accounting regulations and standards, along with 
                      an assessment of those developments on the 
                      stability of the financial system;
                          (iii) potential emerging threats to the 
                      financial stability of the United States;
                          (iv) all determinations made under section 113 
                      or title VIII, and the basis for such 
                      determinations;
                          (v) all recommendations made under section 119 
                      and the result of such recommendations; and
                          (vi) recommendations--
                                    (I) to enhance the integrity, 
                                efficiency, competitiveness, and 
                                stability of United States financial 
                                markets;
                                    (II) to promote market discipline; 
                                and
                                    (III) to maintain investor 
                                confidence.

    (b) Statements by Voting Members of the Council.--At the time at 
which each report is submitted under subsection (a), each voting member 
of the Council shall--
            (1) if such member believes that the Council, the 
        Government, and the private sector are taking all reasonable 
        steps to ensure financial stability and to mitigate systemic 
        risk that would negatively affect the economy, submit a signed 
        statement to Congress stating such belief; or
            (2) if such member does not believe that all reasonable 
        steps described under paragraph (1) are being taken, submit a 
        signed statement to Congress stating what actions such member 
        believes need to be taken in order to ensure that all reasonable 
        steps described under paragraph (1) are taken.

    (c) Testimony by the Chairperson.--The Chairperson shall appear 
before the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, Housing, and Urban Affairs 
of the Senate at an annual hearing, after the report is submitted under 
subsection (a)--
            (1) to discuss the efforts, activities, objectives, and 
        plans of the Council; and
            (2) to discuss and answer questions concerning such report.

    (d) Authority To Obtain Information.--
            (1) In general.--The Council may receive, and may request 
        the submission of, any data or information from the Office of 
        Financial Research, member agencies, and the Federal Insurance 
        Office, as necessary--
                    (A) to monitor the financial services marketplace to 
                identify potential risks to the financial stability of 
                the United States; or

[[Page 124 STAT. 1397]]

                    (B) to otherwise carry out any of the provisions of 
                this title.
            (2) Submissions by the office and member agencies.--
        Notwithstanding any other provision of law, the Office of 
        Financial Research, any member agency, and the Federal Insurance 
        Office, are authorized to submit information to the Council.
            (3) Financial data collection.--
                    (A) In general.--The Council, acting through the 
                Office of Financial Research, may require the submission 
                of periodic and other reports from any nonbank financial 
                company or bank holding company for the purpose of 
                assessing the extent to which a financial activity or 
                financial market in which the nonbank financial company 
                or bank holding company participates, or the nonbank 
                financial company or bank holding company itself, poses 
                a threat to the financial stability of the United 
                States.
                    (B) Mitigation of report burden.--Before requiring 
                the submission of reports from any nonbank financial 
                company or bank holding company that is regulated by a 
                member agency or any primary financial regulatory 
                agency, the Council, acting through the Office of 
                Financial Research, shall coordinate with such agencies 
                and shall, whenever possible, rely on information 
                available from the Office of Financial Research or such 
                agencies.
                    (C) Mitigation in case of foreign financial 
                companies.--Before <<NOTE: Consultation.>> requiring the 
                submission of reports from a company that is a foreign 
                nonbank financial company or foreign-based bank holding 
                company, the Council shall, acting through the Office of 
                Financial Research, to the extent appropriate, consult 
                with the appropriate foreign regulator of such company 
                and, whenever possible, rely on information already 
                being collected by such foreign regulator, with English 
                translation.
            (4) Back-up examination by the board of governors.--If the 
        Council is unable to determine whether the financial activities 
        of a U.S. nonbank financial company pose a threat to the 
        financial stability of the United States, based on information 
        or reports obtained under paragraphs (1) and (3), discussions 
        with management, and publicly available information, the Council 
        may request the Board of Governors, and the Board of Governors 
        is authorized, to conduct an examination of the U.S. nonbank 
        financial company for the sole purpose of determining whether 
        the nonbank financial company should be supervised by the Board 
        of Governors for purposes of this title.
            (5) Confidentiality.--
                    (A) In general.--The Council, the Office of 
                Financial Research, and the other member agencies shall 
                maintain the confidentiality of any data, information, 
                and reports submitted under this title.
                    (B) Retention of privilege.--The submission of any 
                nonpublicly available data or information under this 
                subsection and subtitle B shall not constitute a waiver 
                of, or otherwise affect, any privilege arising under 
                Federal or State law (including the rules of any Federal 
                or State court) to which the data or information is 
                otherwise subject.

[[Page 124 STAT. 1398]]

                    (C) Freedom of information act.--
                Section <<NOTE: Applicability.>> 552 of title 5, United 
                States Code, including the exceptions thereunder, shall 
                apply to any data or information submitted under this 
                subsection and subtitle B.
SEC. 113. <<NOTE: 12 USC 5323.>> AUTHORITY TO REQUIRE SUPERVISION 
                        AND REGULATION OF CERTAIN NONBANK 
                        FINANCIAL COMPANIES.

    (a) U.S. Nonbank Financial Companies Supervised by the Board of 
Governors.--
            (1) Determination.--The Council, on a nondelegable basis and 
        by a vote of not fewer than \2/3\ of the voting members then 
        serving, including an affirmative vote by the Chairperson, may 
        determine that a U.S. nonbank financial company shall be 
        supervised by the Board of Governors and shall be subject to 
        prudential standards, in accordance with this title, if the 
        Council determines that material financial distress at the U.S. 
        nonbank financial company, or the nature, scope, size, scale, 
        concentration, interconnectedness, or mix of the activities of 
        the U.S. nonbank financial company, could pose a threat to the 
        financial stability of the United States.
            (2) Considerations.--In making a determination under 
        paragraph (1), the Council shall consider--
                    (A) the extent of the leverage of the company;
                    (B) the extent and nature of the off-balance-sheet 
                exposures of the company;
                    (C) the extent and nature of the transactions and 
                relationships of the company with other significant 
                nonbank financial companies and significant bank holding 
                companies;
                    (D) the importance of the company as a source of 
                credit for households, businesses, and State and local 
                governments and as a source of liquidity for the United 
                States financial system;
                    (E) the importance of the company as a source of 
                credit for low-income, minority, or underserved 
                communities, and the impact that the failure of such 
                company would have on the availability of credit in such 
                communities;
                    (F) the extent to which assets are managed rather 
                than owned by the company, and the extent to which 
                ownership of assets under management is diffuse;
                    (G) the nature, scope, size, scale, concentration, 
                interconnectedness, and mix of the activities of the 
                company;
                    (H) the degree to which the company is already 
                regulated by 1 or more primary financial regulatory 
                agencies;
                    (I) the amount and nature of the financial assets of 
                the company;
                    (J) the amount and types of the liabilities of the 
                company, including the degree of reliance on short-term 
                funding; and
                    (K) any other risk-related factors that the Council 
                deems appropriate.

    (b) Foreign Nonbank Financial Companies Supervised by the Board of 
Governors.--
            (1) Determination.--The Council, on a nondelegable basis and 
        by a vote of not fewer than \2/3\ of the voting members then 
        serving, including an affirmative vote by the Chairperson,

[[Page 124 STAT. 1399]]

        may determine that a foreign nonbank financial company shall be 
        supervised by the Board of Governors and shall be subject to 
        prudential standards, in accordance with this title, if the 
        Council determines that material financial distress at the 
        foreign nonbank financial company, or the nature, scope, size, 
        scale, concentration, interconnectedness, or mix of the 
        activities of the foreign nonbank financial company, could pose 
        a threat to the financial stability of the United States.
            (2) Considerations.--In making a determination under 
        paragraph (1), the Council shall consider--
                    (A) the extent of the leverage of the company;
                    (B) the extent and nature of the United States 
                related off-balance-sheet exposures of the company;
                    (C) the extent and nature of the transactions and 
                relationships of the company with other significant 
                nonbank financial companies and significant bank holding 
                companies;
                    (D) the importance of the company as a source of 
                credit for United States households, businesses, and 
                State and local governments and as a source of liquidity 
                for the United States financial system;
                    (E) the importance of the company as a source of 
                credit for low-income, minority, or underserved 
                communities in the United States, and the impact that 
                the failure of such company would have on the 
                availability of credit in such communities;
                    (F) the extent to which assets are managed rather 
                than owned by the company and the extent to which 
                ownership of assets under management is diffuse;
                    (G) the nature, scope, size, scale, concentration, 
                interconnectedness, and mix of the activities of the 
                company;
                    (H) the extent to which the company is subject to 
                prudential standards on a consolidated basis in its home 
                country that are administered and enforced by a 
                comparable foreign supervisory authority;
                    (I) the amount and nature of the United States 
                financial assets of the company;
                    (J) the amount and nature of the liabilities of the 
                company used to fund activities and operations in the 
                United States, including the degree of reliance on 
                short-term funding; and
                    (K) any other risk-related factors that the Council 
                deems appropriate.

    (c) Antievasion.--
            (1) Determinations.--In order to avoid evasion of this 
        title, the Council, on its own initiative or at the request of 
        the Board of Governors, may determine, on a nondelegable basis 
        and by a vote of not fewer than \2/3\ of the voting members then 
        serving, including an affirmative vote by the Chairperson, 
        that--
                    (A) material financial distress related to, or the 
                nature, scope, size, scale, concentration, 
                interconnectedness, or mix of, the financial activities 
                conducted directly or indirectly by a company 
                incorporated or organized under the laws of the United 
                States or any State or the financial activities in the 
                United States of a company incorporated or organized in 
                a country other than the United States would

[[Page 124 STAT. 1400]]

                pose a threat to the financial stability of the United 
                States, based on consideration of the factors in 
                subsection (a)(2) or (b)(2), as applicable;
                    (B) the company is organized or operates in such a 
                manner as to evade the application of this title; and
                    (C) such financial activities of the company shall 
                be supervised by the Board of Governors and subject to 
                prudential standards in accordance with this title, 
                consistent with paragraph (3).
            (2) Report.--Upon making a determination under paragraph 
        (1), the Council shall submit a report to the appropriate 
        committees of Congress detailing the reasons for making such 
        determination.
            (3) Consolidated supervision of only financial activities; 
        establishment of an intermediate holding company.--
                    (A) Establishment of an intermediate holding 
                company.--Upon a determination under paragraph (1), the 
                company that is the subject of the determination may 
                establish an intermediate holding company in which the 
                financial activities of such company and its 
                subsidiaries shall be conducted (other than the 
                activities described in section 167(b)(2)) in compliance 
                with any regulations or guidance provided by the Board 
                of Governors. Such intermediate holding company shall be 
                subject to the supervision of the Board of Governors and 
                to prudential standards under this title as if the 
                intermediate holding company were a nonbank financial 
                company supervised by the Board of Governors.
                    (B) Action of the board of governors.--To facilitate 
                the supervision of the financial activities subject to 
                the determination in paragraph (1), the Board of 
                Governors may require a company to establish an 
                intermediate holding company, as provided for in section 
                167, which would be subject to the supervision of the 
                Board of Governors and to prudential standards under 
                this title, as if the intermediate holding company were 
                a nonbank financial company supervised by the Board of 
                Governors.
            (4) Notice and opportunity for hearing and final 
        determination; judicial review.-- 
        <<NOTE: Applicability.>> Subsections (d) through (h) shall apply 
        to determinations made by the Council pursuant to paragraph (1) 
        in the same manner as such subsections apply to nonbank 
        financial companies.
            (5) Covered financial activities.--For purposes of this 
        subsection, the term ``financial activities''--
                    (A) <<NOTE: Definition.>> means activities that are 
                financial in nature (as defined in section 4(k) of the 
                Bank Holding Company Act of 1956);
                    (B) includes the ownership or control of one or more 
                insured depository institutions; and
                    (C) does not include internal financial activities 
                conducted for the company or any affiliate thereof, 
                including internal treasury, investment, and employee 
                benefit functions.
            (6) Only financial activities subject to prudential 
        supervision.--Nonfinancial activities of the company shall not

[[Page 124 STAT. 1401]]

        be subject to supervision by the Board of Governors and 
        prudential standards of the Board. For purposes of this Act, the 
        financial activities that are the subject of the determination 
        in paragraph (1) shall be subject to the same requirements as a 
        nonbank financial company supervised by the Board of Governors. 
        Nothing in this paragraph shall prohibit or limit the authority 
        of the Board of Governors to apply prudential standards under 
        this title to the financial activities that are subject to the 
        determination in paragraph (1).

    (d) Reevaluation and Rescission.--The Council shall--
            (1) <<NOTE: Deadline.>> not less frequently than annually, 
        reevaluate each determination made under subsections (a) and (b) 
        with respect to such nonbank financial company supervised by the 
        Board of Governors; and
            (2) rescind any such determination, if the Council, by a 
        vote of not fewer than \2/3\ of the voting members then serving, 
        including an affirmative vote by the Chairperson, determines 
        that the nonbank financial company no longer meets the standards 
        under subsection (a) or (b), as applicable.

    (e) Notice <<NOTE: Deadlines.>> and Opportunity for Hearing and 
Final Determination.--
            (1) In general.--The Council shall provide to a nonbank 
        financial company written notice of a proposed determination of 
        the Council, including an explanation of the basis of the 
        proposed determination of the Council, that a nonbank financial 
        company shall be supervised by the Board of Governors and shall 
        be subject to prudential standards in accordance with this 
        title.
            (2) Hearing.--Not later than 30 days after the date of 
        receipt of any notice of a proposed determination under 
        paragraph (1), the nonbank financial company may request, in 
        writing, an opportunity for a written or oral hearing before the 
        Council to contest the proposed determination. Upon receipt of a 
        timely request, the Council shall fix a time (not later than 30 
        days after the date of receipt of the request) and place at 
        which such company may appear, personally or through counsel, to 
        submit written materials (or, at the sole discretion of the 
        Council, oral testimony and oral argument).
            (3) Final determination.--Not later than 60 days after the 
        date of a hearing under paragraph (2), the Council shall notify 
        the nonbank financial company of the final determination of the 
        Council, which shall contain a statement of the basis for the 
        decision of the Council.
            (4) No hearing requested.--If a nonbank financial company 
        does not make a timely request for a hearing, the Council shall 
        notify the nonbank financial company, in writing, of the final 
        determination of the Council under subsection (a) or (b), as 
        applicable, not later than 10 days after the date by which the 
        company may request a hearing under paragraph (2).

    (f) Emergency <<NOTE: Deadlines.>> Exception.--
            (1) In general.--The <<NOTE: Waiver authority.>> Council may 
        waive or modify the requirements of subsection (e) with respect 
        to a nonbank financial company, if the Council determines, by a 
        vote of not fewer than \2/3\ of the voting members then serving, 
        including an affirmative vote by the Chairperson, that such 
        waiver or modification is necessary or appropriate to prevent or 
        mitigate

[[Page 124 STAT. 1402]]

        threats posed by the nonbank financial company to the financial 
        stability of the United States.
            (2) Notice.--The Council shall provide notice of a waiver or 
        modification under this subsection to the nonbank financial 
        company concerned as soon as practicable, but not later than 24 
        hours after the waiver or modification is granted.
            (3) International coordination.--
        In <<NOTE: Consultation.>> making a determination under 
        paragraph (1), the Council shall consult with the appropriate 
        home country supervisor, if any, of the foreign nonbank 
        financial company that is being considered for such a 
        determination.
            (4) Opportunity for hearing.--The Council shall allow a 
        nonbank financial company to request, in writing, an opportunity 
        for a written or oral hearing before the Council to contest a 
        waiver or modification under this subsection, not later than 10 
        days after the date of receipt of notice of the waiver or 
        modification by the company. Upon receipt of a timely request, 
        the Council shall fix a time (not later than 15 days after the 
        date of receipt of the request) and place at which the nonbank 
        financial company may appear, personally or through counsel, to 
        submit written materials (or, at the sole discretion of the 
        Council, oral testimony and oral argument).
            (5) Notice of final determination.--Not later than 30 days 
        after the date of any hearing under paragraph (4), the Council 
        shall notify the subject nonbank financial company of the final 
        determination of the Council under this subsection, which shall 
        contain a statement of the basis for the decision of the 
        Council.

    (g) Consultation.--The Council shall consult with the primary 
financial regulatory agency, if any, for each nonbank financial company 
or subsidiary of a nonbank financial company that is being considered 
for supervision by the Board of Governors under this section before the 
Council makes any final determination with respect to such nonbank 
financial company under subsection (a), (b), or (c).
    (h) Judicial Review.--If <<NOTE: Deadline.>> the Council makes a 
final determination under this section with respect to a nonbank 
financial company, such nonbank financial company may, not later than 30 
days after the date of receipt of the notice of final determination 
under subsection (d)(2), (e)(3), or (f)(5), bring an action in the 
United States district court for the judicial district in which the home 
office of such nonbank financial company is located, or in the United 
States District Court for the District of Columbia, for an order 
requiring that the final determination be rescinded, and the court 
shall, upon review, dismiss such action or direct the final 
determination to be rescinded. Review of such an action shall be limited 
to whether the final determination made under this section was arbitrary 
and capricious.

    (i) International Coordination.--
In <<NOTE: Consultation.>> exercising its duties under this title with 
respect to foreign nonbank financial companies, foreign-based bank 
holding companies, and cross-border activities and markets, the Council 
shall consult with appropriate foreign regulatory authorities, to the 
extent appropriate.

[[Page 124 STAT. 1403]]

SEC. 114. <<NOTE: 12 USC 5324.>> REGISTRATION OF NONBANK FINANCIAL 
                        COMPANIES SUPERVISED BY THE BOARD OF 
                        GOVERNORS.

    Not <<NOTE: Deadline.>> later than 180 days after the date of a 
final Council determination under section 113 that a nonbank financial 
company is to be supervised by the Board of Governors, such company 
shall register with the Board of Governors, on forms prescribed by the 
Board of Governors, which shall include such information as the Board of 
Governors, in consultation with the Council, may deem necessary or 
appropriate to carry out this title.
SEC. 115. <<NOTE: 12 USC 5325.>> ENHANCED SUPERVISION AND 
                        PRUDENTIAL STANDARDS FOR NONBANK FINANCIAL 
                        COMPANIES SUPERVISED BY THE BOARD OF 
                        GOVERNORS AND CERTAIN BANK HOLDING 
                        COMPANIES.

    (a) In General.--
            (1) Purpose.--In order to prevent or mitigate risks to the 
        financial stability of the United States that could arise from 
        the material financial distress, failure, or ongoing activities 
        of large, interconnected financial institutions, the Council may 
        make recommendations to the Board of Governors concerning the 
        establishment and refinement of prudential standards and 
        reporting and disclosure requirements applicable to nonbank 
        financial companies supervised by the Board of Governors and 
        large, interconnected bank holding companies, that--
                    (A) are more stringent than those applicable to 
                other nonbank financial companies and bank holding 
                companies that do not present similar risks to the 
                financial stability of the United States; and
                    (B) increase in stringency, based on the 
                considerations identified in subsection (b)(3).
            (2) Recommended application of required standards.--In 
        making recommendations under this section, the Council may--
                    (A) differentiate among companies that are subject 
                to heightened standards on an individual basis or by 
                category, taking into consideration their capital 
                structure, riskiness, complexity, financial activities 
                (including the financial activities of their 
                subsidiaries), size, and any other risk-related factors 
                that the Council deems appropriate; or
                    (B) recommend an asset threshold that is higher than 
                $50,000,000,000 for the application of any standard 
                described in subsections (c) through (g).

    (b) Development of Prudential Standards.--
            (1) In general.--The recommendations of the Council under 
        subsection (a) may include--
                    (A) risk-based capital requirements;
                    (B) leverage limits;
                    (C) liquidity requirements;
                    (D) resolution plan and credit exposure report 
                requirements;
                    (E) concentration limits;
                    (F) a contingent capital requirement;
                    (G) enhanced public disclosures;
                    (H) short-term debt limits; and
                    (I) overall risk management requirements.

[[Page 124 STAT. 1404]]

            (2) Prudential standards for foreign financial companies.--
        In making recommendations concerning the standards set forth in 
        paragraph (1) that would apply to foreign nonbank financial 
        companies supervised by the Board of Governors or foreign-based 
        bank holding companies, the Council shall--
                    (A) give due regard to the principle of national 
                treatment and equality of competitive opportunity; and
                    (B) take into account the extent to which the 
                foreign nonbank financial company or foreign-based bank 
                holding company is subject on a consolidated basis to 
                home country standards that are comparable to those 
                applied to financial companies in the United States.
            (3) Considerations.--In making recommendations concerning 
        prudential standards under paragraph (1), the Council shall--
                    (A) take into account differences among nonbank 
                financial companies supervised by the Board of Governors 
                and bank holding companies described in subsection (a), 
                based on--
                          (i) the factors described in subsections (a) 
                      and (b) of section 113;
                          (ii) whether the company owns an insured 
                      depository institution;
                          (iii) nonfinancial activities and affiliations 
                      of the company; and
                          (iv) any other factors that the Council 
                      determines appropriate;
                    (B) to the extent possible, ensure that small 
                changes in the factors listed in subsections (a) and (b) 
                of section 113 would not result in sharp, discontinuous 
                changes in the prudential standards established under 
                section 165; and
                    (C) adapt its recommendations as appropriate in 
                light of any predominant line of business of such 
                company, including assets under management or other 
                activities for which particular standards may not be 
                appropriate.

    (c) Contingent Capital.--
            (1) Study required.--The Council shall conduct a study of 
        the feasibility, benefits, costs, and structure of a contingent 
        capital requirement for nonbank financial companies supervised 
        by the Board of Governors and bank holding companies described 
        in subsection (a), which study shall include--
                    (A) an evaluation of the degree to which such 
                requirement would enhance the safety and soundness of 
                companies subject to the requirement, promote the 
                financial stability of the United States, and reduce 
                risks to United States taxpayers;
                    (B) an evaluation of the characteristics and amounts 
                of contingent capital that should be required;
                    (C) an analysis of potential prudential standards 
                that should be used to determine whether the contingent 
                capital of a company would be converted to equity in 
                times of financial stress;
                    (D) an evaluation of the costs to companies, the 
                effects on the structure and operation of credit and 
                other financial markets, and other economic effects of 
                requiring contingent capital;

[[Page 124 STAT. 1405]]

                    (E) an evaluation of the effects of such requirement 
                on the international competitiveness of companies 
                subject to the requirement and the prospects for 
                international coordination in establishing such 
                requirement; and
                    (F) recommendations for implementing regulations.
            (2) Report.--The Council shall submit a report to Congress 
        regarding the study required by paragraph (1) not later than 2 
        years after the date of enactment of this Act.
            (3) Recommendations.--
                    (A) In general.--Subsequent to submitting a report 
                to Congress under paragraph (2), the Council may make 
                recommendations to the Board of Governors to require any 
                nonbank financial company supervised by the Board of 
                Governors and any bank holding company described in 
                subsection (a) to maintain a minimum amount of 
                contingent capital that is convertible to equity in 
                times of financial stress.
                    (B) Factors to consider.--In making recommendations 
                under this subsection, the Council shall consider--
                          (i) an appropriate transition period for 
                      implementation of a conversion under this 
                      subsection;
                          (ii) the factors described in subsection 
                      (b)(3);
                          (iii) capital requirements applicable to a 
                      nonbank financial company supervised by the Board 
                      of Governors or a bank holding company described 
                      in subsection (a), and subsidiaries thereof;
                          (iv) results of the study required by 
                      paragraph (1); and
                          (v) any other factor that the Council deems 
                      appropriate.

    (d) Resolution Plan and Credit Exposure Reports.--
            (1) Resolution plan.--The Council may make recommendations 
        to the Board of Governors concerning the requirement that each 
        nonbank financial company supervised by the Board of Governors 
        and each bank holding company described in subsection (a) report 
        periodically to the Council, the Board of Governors, and the 
        Corporation, the plan of such company for rapid and orderly 
        resolution in the event of material financial distress or 
        failure.
            (2) Credit exposure report.--The Council may make 
        recommendations to the Board of Governors concerning the 
        advisability of requiring each nonbank financial company 
        supervised by the Board of Governors and bank holding company 
        described in subsection (a) to report periodically to the 
        Council, the Board of Governors, and the Corporation on--
                    (A) the nature and extent to which the company has 
                credit exposure to other significant nonbank financial 
                companies and significant bank holding companies; and
                    (B) the nature and extent to which other such 
                significant nonbank financial companies and significant 
                bank holding companies have credit exposure to that 
                company.

    (e) Concentration Limits.--In order to limit the risks that the 
failure of any individual company could pose to nonbank financial 
companies supervised by the Board of Governors or bank holding companies 
described in subsection (a), the Council may make recommendations to the 
Board of Governors to prescribe standards to limit such risks, as set 
forth in section 165.

[[Page 124 STAT. 1406]]

    (f) Enhanced Public Disclosures.--The Council may make 
recommendations to the Board of Governors to require periodic public 
disclosures by bank holding companies described in subsection (a) and by 
nonbank financial companies supervised by the Board of Governors, in 
order to support market evaluation of the risk profile, capital 
adequacy, and risk management capabilities thereof.
    (g) Short-term Debt Limits.--The Council may make recommendations to 
the Board of Governors to require short-term debt limits to mitigate the 
risks that an over-accumulation of such debt could pose to bank holding 
companies described in subsection (a), nonbank financial companies 
supervised by the Board of Governors, or the financial system.
SEC. 116. <<NOTE: 12 USC 5326.>> REPORTS.

    (a) In General.--Subject to subsection (b), the Council, acting 
through the Office of Financial Research, may require a bank holding 
company with total consolidated assets of $50,000,000,000 or greater or 
a nonbank financial company supervised by the Board of Governors, and 
any subsidiary thereof, to submit certified reports to keep the Council 
informed as to--
            (1) the financial condition of the company;
            (2) systems for monitoring and controlling financial, 
        operating, and other risks;
            (3) transactions with any subsidiary that is a depository 
        institution; and
            (4) the extent to which the activities and operations of the 
        company and any subsidiary thereof, could, under adverse 
        circumstances, have the potential to disrupt financial markets 
        or affect the overall financial stability of the United States.

    (b) Use of Existing Reports.--
            (1) In general.--For purposes of compliance with subsection 
        (a), the Council, acting through the Office of Financial 
        Research, shall, to the fullest extent possible, use--
                    (A) reports that a bank holding company, nonbank 
                financial company supervised by the Board of Governors, 
                or any functionally regulated subsidiary of such company 
                has been required to provide to other Federal or State 
                regulatory agencies or to a relevant foreign supervisory 
                authority;
                    (B) information that is otherwise required to be 
                reported publicly; and
                    (C) externally audited financial statements.
            (2) Availability.--Each bank holding company described in 
        subsection (a) and nonbank financial company supervised by the 
        Board of Governors, and any subsidiary thereof, shall provide to 
        the Council, at the request of the Council, copies of all 
        reports referred to in paragraph (1).
            (3) Confidentiality.--The Council shall maintain the 
        confidentiality of the reports obtained under subsection (a) and 
        paragraph (1)(A) of this subsection.
SEC. 117. <<NOTE: 12 USC 5327.>> TREATMENT OF CERTAIN COMPANIES 
                        THAT CEASE TO BE BANK HOLDING COMPANIES.

    (a) Applicability.--This section shall apply to--
            (1) any entity that--

[[Page 124 STAT. 1407]]

                    (A) was a bank holding company having total 
                consolidated assets equal to or greater than 
                $50,000,000,000 as of January 1, 2010; and
                    (B) received financial assistance under or 
                participated in the Capital Purchase Program established 
                under the Troubled Asset Relief Program authorized by 
                the Emergency Economic Stabilization Act of 2008; and
            (2) any successor entity (as defined by the Board of 
        Governors, in consultation with the Council) to an entity 
        described in paragraph (1).

    (b) Treatment.--If an entity described in subsection (a) ceases to 
be a bank holding company at any time after January 1, 2010, then such 
entity shall be treated as a nonbank financial company supervised by the 
Board of Governors, as if the Council had made a determination under 
section 113 with respect to that entity.
    (c) <<NOTE: Deadlines.>> Appeal.--
            (1) Request for hearing.--An entity may request, in writing, 
        an opportunity for a written or oral hearing before the Council 
        to appeal its treatment as a nonbank financial company 
        supervised by the Board of Governors in accordance with this 
        section. Upon receipt of the request, the Council shall fix a 
        time (not later than 30 days after the date of receipt of the 
        request) and place at which such entity may appear, personally 
        or through counsel, to submit written materials (or, at the sole 
        discretion of the Council, oral testimony and oral argument).
            (2) Decision.--
                    (A) Proposed decision.--A Council decision to grant 
                an appeal under this subsection shall be made by a vote 
                of not fewer than \2/3\ of the voting members then 
                serving, including an affirmative vote by the 
                Chairperson. Not <<NOTE: Reports.>> later than 60 days 
                after the date of a hearing under paragraph (1), the 
                Council shall submit a report to, and may testify 
                before, the Committee on Banking, Housing, and Urban 
                Affairs of the Senate and the Committee on Financial 
                Services of the House of Representatives on the proposed 
                decision of the Council regarding an appeal under 
                paragraph (1), which report shall include a statement of 
                the basis for the proposed decision of the Council.
                    (B) Notice of final decision.--The Council shall 
                notify the subject entity of the final decision of the 
                Council regarding an appeal under paragraph (1), which 
                notice shall contain a statement of the basis for the 
                final decision of the Council, not later than 60 days 
                after the later of--
                          (i) the date of the submission of the report 
                      under subparagraph (A); or
                          (ii) if, not later than 1 year after the date 
                      of submission of the report under subparagraph 
                      (A), the Committee on Banking, Housing, and Urban 
                      Affairs of the Senate or the Committee on 
                      Financial Services of the House of Representatives 
                      holds one or more hearings regarding such report, 
                      the date of the last such hearing.
                    (C) Considerations.--In making a decision regarding 
                an appeal under paragraph (1), the Council shall 
                consider whether the company meets the standards under 
                section 113(a) or 113(b), as applicable, and the 
                definition of the

[[Page 124 STAT. 1408]]

                term ``nonbank financial company'' under section 102. 
                The decision of the Council shall be final, subject to 
                the review under paragraph (3).
            (3) Review.--If the Council denies an appeal under this 
        subsection, the Council shall, not less frequently than 
        annually, review and reevaluate the decision.
SEC. 118. <<NOTE: 12 USC 5328.>> COUNCIL FUNDING.

    Any expenses of the Council shall be treated as expenses of, and 
paid by, the Office of Financial Research.
SEC. 119. <<NOTE: 12 USC 5329.>> RESOLUTION OF SUPERVISORY 
                        JURISDICTIONAL DISPUTES AMONG MEMBER 
                        AGENCIES.

    (a) Request for Council Recommendation.--The Council shall seek to 
resolve a dispute among 2 or more member agencies, if--
            (1) a member agency has a dispute with another member agency 
        about the respective jurisdiction over a particular bank holding 
        company, nonbank financial company, or financial activity or 
        product (excluding matters for which another dispute mechanism 
        specifically has been provided under title X);
            (2) the Council determines that the disputing agencies 
        cannot, after a demonstrated good faith effort, resolve the 
        dispute without the intervention of the Council; and
            (3) any of the member agencies involved in the dispute--
                    (A) <<NOTE: Notice.>> provides all other disputants 
                prior notice of the intent to request dispute resolution 
                by the Council; and
                    (B) <<NOTE: Deadline.>> requests in writing, not 
                earlier than 14 days after providing the notice 
                described in subparagraph (A), that the Council seek to 
                resolve the dispute.

    (b) Council Recommendation.--The Council shall seek to resolve each 
dispute described in subsection (a)--
            (1) within a reasonable time after receiving the dispute 
        resolution request;
            (2) after consideration of relevant information provided by 
        each agency party to the dispute; and
            (3) by agreeing with 1 of the disputants regarding the 
        entirety of the matter, or by determining a compromise position.

    (c) Form of Recommendation.--Any Council recommendation under this 
section shall--
            (1) be in writing;
            (2) include an explanation of the reasons therefor; and
            (3) be approved by the affirmative vote of \2/3\ of the 
        voting members of the Council then serving.

    (d) Nonbinding Effect.--Any recommendation made by the Council under 
subsection (c) shall not be binding on the Federal agencies that are 
parties to the dispute.
SEC. 120. <<NOTE: 12 USC 5330.>> ADDITIONAL STANDARDS APPLICABLE 
                        TO ACTIVITIES OR PRACTICES FOR FINANCIAL 
                        STABILITY PURPOSES.

    (a) In General.--The Council may provide for more stringent 
regulation of a financial activity by issuing recommendations to the 
primary financial regulatory agencies to apply new or heightened 
standards and safeguards, including standards enumerated in section 115, 
for a financial activity or practice conducted by bank holding companies 
or nonbank financial companies under their respective jurisdictions, if 
the Council determines that the

[[Page 124 STAT. 1409]]

conduct, scope, nature, size, scale, concentration, or 
interconnectedness of such activity or practice could create or increase 
the risk of significant liquidity, credit, or other problems spreading 
among bank holding companies and nonbank financial companies, financial 
markets of the United States, or low-income, minority, or underserved 
communities.
    (b) Procedure for Recommendations to Regulators.--
            (1) Notice and opportunity for comment.--
        The <<NOTE: Consultation. Public comments.>> Council shall 
        consult with the primary financial regulatory agencies and 
        provide notice to the public and opportunity for comment for any 
        proposed recommendation that the primary financial regulatory 
        agencies apply new or heightened standards and safeguards for a 
        financial activity or practice.
            (2) Criteria.--The new or heightened standards and 
        safeguards for a financial activity or practice recommended 
        under paragraph (1)--
                    (A) shall take costs to long-term economic growth 
                into account; and
                    (B) may include prescribing the conduct of the 
                activity or practice in specific ways (such as by 
                limiting its scope, or applying particular capital or 
                risk management requirements to the conduct of the 
                activity) or prohibiting the activity or practice.

    (c) Implementation of Recommended Standards.--
            (1) Role of primary financial regulatory agency.--
                    (A) In general.--Each primary financial regulatory 
                agency may impose, require reports regarding, examine 
                for compliance with, and enforce standards in accordance 
                with this section with respect to those entities for 
                which it is the primary financial regulatory agency.
                    (B) Rule of construction.--The authority under this 
                paragraph is in addition to, and does not limit, any 
                other authority of a primary financial regulatory 
                agency. Compliance by an entity with actions taken by a 
                primary financial regulatory agency under this section 
                shall be enforceable in accordance with the statutes 
                governing the respective jurisdiction of the primary 
                financial regulatory agency over the entity, as if the 
                agency action were taken under those statutes.
            (2) Imposition of standards.--
        The <<NOTE: Deadline.>> primary financial regulatory agency 
        shall impose the standards recommended by the Council in 
        accordance with subsection (a), or similar standards that the 
        Council deems acceptable, or shall explain in writing to the 
        Council, not later than 90 days after the date on which the 
        Council issues the recommendation, why the agency has determined 
        not to follow the recommendation of the Council.

    (d) Report to Congress.--The Council shall report to Congress on--
            (1) any recommendations issued by the Council under this 
        section;
            (2) the implementation of, or failure to implement, such 
        recommendation on the part of a primary financial regulatory 
        agency; and
            (3) in any case in which no primary financial regulatory 
        agency exists for the nonbank financial company conducting 
        financial activities or practices referred to in subsection (a),

[[Page 124 STAT. 1410]]

        recommendations for legislation that would prevent such 
        activities or practices from threatening the stability of the 
        financial system of the United States.

    (e) Effect of Rescission of Identification.--
            (1) Notice.--The Council may recommend to the relevant 
        primary financial regulatory agency that a financial activity or 
        practice no longer requires any standards or safeguards 
        implemented under this section.
            (2) Determination of primary financial regulatory agency to 
        continue.--
                    (A) In general.--Upon receipt of a recommendation 
                under paragraph (1), a primary financial regulatory 
                agency that has imposed standards under this section 
                shall determine whether such standards should remain in 
                effect.
                    (B) Appeal process.--
                Each <<NOTE: Regulations.>> primary financial regulatory 
                agency that has imposed standards under this section 
                shall promulgate regulations to establish a procedure 
                under which entities under its jurisdiction may appeal a 
                determination by such agency under this paragraph that 
                standards imposed under this section should remain in 
                effect.
SEC. 121. <<NOTE: 12 USC 5331.>> MITIGATION OF RISKS TO FINANCIAL 
                        STABILITY.

    (a) Mitigatory Actions.--If the Board of Governors determines that a 
bank holding company with total consolidated assets of $50,000,000,000 
or more, or a nonbank financial company supervised by the Board of 
Governors, poses a grave threat to the financial stability of the United 
States, the Board of Governors, upon an affirmative vote of not fewer 
than \2/3\ of the voting members of the Council then serving, shall--
            (1) limit the ability of the company to merge with, acquire, 
        consolidate with, or otherwise become affiliated with another 
        company;
            (2) restrict the ability of the company to offer a financial 
        product or products;
            (3) require the company to terminate one or more activities;
            (4) impose conditions on the manner in which the company 
        conducts 1 or more activities; or
            (5) if the Board of Governors determines that the actions 
        described in paragraphs (1) through (4) are inadequate to 
        mitigate a threat to the financial stability of the United 
        States in its recommendation, require the company to sell or 
        otherwise transfer assets or off-balance-sheet items to 
        unaffiliated entities.

    (b) Notice <<NOTE: Deadlines.>> and Hearing.--
            (1) In general.--The Board of Governors, in consultation 
        with the Council, shall provide to a company described in 
        subsection (a) written notice that such company is being 
        considered for mitigatory action pursuant to this section, 
        including an explanation of the basis for, and description of, 
        the proposed mitigatory action.
            (2) Hearing.--Not later than 30 days after the date of 
        receipt of notice under paragraph (1), the company may request, 
        in writing, an opportunity for a written or oral hearing before 
        the Board of Governors to contest the proposed mitigatory 
        action. Upon receipt of a timely request, the Board of Governors 
        shall fix a time (not later than 30 days after the date of

[[Page 124 STAT. 1411]]

        receipt of the request) and place at which such company may 
        appear, personally or through counsel, to submit written 
        materials (or, at the discretion of the Board of Governors, in 
        consultation with the Council, oral testimony and oral 
        argument).
            (3) Decision.--Not later than 60 days after the date of a 
        hearing under paragraph (2), or not later than 60 days after the 
        provision of a notice under paragraph (1) if no hearing was 
        held, the Board of Governors shall notify the company of the 
        final decision of the Board of Governors, including the results 
        of the vote of the Council, as described in subsection (a).

    (c) Factors for Consideration.--The Board of Governors and the 
Council shall take into consideration the factors set forth in 
subsection (a) or (b) of section 113, as applicable, in making any 
determination under subsection (a).
    (d) Application to Foreign Financial Companies.--The Board of 
Governors may prescribe regulations regarding the application of this 
section to foreign nonbank financial companies supervised by the Board 
of Governors and foreign-based bank holding companies--
            (1) giving due regard to the principle of national treatment 
        and equality of competitive opportunity; and
            (2) taking into account the extent to which the foreign 
        nonbank financial company or foreign-based bank holding company 
        is subject on a consolidated basis to home country standards 
        that are comparable to those applied to financial companies in 
        the United States.
SEC. 122. <<NOTE: 12 USC 5332.>> GAO AUDIT OF COUNCIL.

    (a) Authority To Audit.--The Comptroller General of the United 
States may audit the activities of--
            (1) the Council; and
            (2) any person or entity acting on behalf of or under the 
        authority of the Council, to the extent that such activities 
        relate to work for the Council by such person or entity.

    (b) Access <<NOTE: Records.>> to Information.--
            (1) In general.--Notwithstanding any other provision of law, 
        the Comptroller General shall, upon request and at such 
        reasonable time and in such reasonable form as the Comptroller 
        General may request, have access to--
                    (A) any records or other information under the 
                control of or used by the Council;
                    (B) any records or other information under the 
                control of a person or entity acting on behalf of or 
                under the authority of the Council, to the extent that 
                such records or other information is relevant to an 
                audit under subsection (a); and
                    (C) the officers, directors, employees, financial 
                advisors, staff, working groups, and agents and 
                representatives of the Council (as related to the 
                activities on behalf of the Council of such agent or 
                representative), at such reasonable times as the 
                Comptroller General may request.
            (2) Copies.--The Comptroller General may make and retain 
        copies of such books, accounts, and other records, access to 
        which is granted under this section, as the Comptroller General 
        considers appropriate.

[[Page 124 STAT. 1412]]

SEC. 123. STUDY <<NOTE: 12 USC 5333.>> OF THE EFFECTS OF SIZE AND 
                        COMPLEXITY OF FINANCIAL INSTITUTIONS ON 
                        CAPITAL MARKET EFFICIENCY AND ECONOMIC 
                        GROWTH.

    (a) Study Required.--
            (1) In general.--The Chairperson of the Council shall carry 
        out a study of the economic impact of possible financial 
        services regulatory limitations intended to reduce systemic 
        risk. Such study shall <<NOTE: Cost estimate.>> estimate the 
        benefits and costs on the efficiency of capital markets, on the 
        financial sector, and on national economic growth, of--
                    (A) explicit or implicit limits on the maximum size 
                of banks, bank holding companies, and other large 
                financial institutions;
                    (B) limits on the organizational complexity and 
                diversification of large financial institutions;
                    (C) requirements for operational separation between 
                business units of large financial institutions in order 
                to expedite resolution in case of failure;
                    (D) limits on risk transfer between business units 
                of large financial institutions;
                    (E) requirements to carry contingent capital or 
                similar mechanisms;
                    (F) limits on commingling of commercial and 
                financial activities by large financial institutions;
                    (G) segregation requirements between traditional 
                financial activities and trading or other high-risk 
                operations in large financial institutions; and
                    (H) other limitations on the activities or structure 
                of large financial institutions that may be useful to 
                limit systemic risk.
            (2) Recommendations.--The study required by this section 
        shall include recommendations for the optimal structure of any 
        limits considered in subparagraphs (A) through (E), in order to 
        maximize their effectiveness and minimize their economic impact.

    (b) Report.--Not later than the end of the 180-day period beginning 
on the date of enactment of this title, and not later than every 5 years 
thereafter, the Chairperson shall issue a report to the Congress 
containing any findings and determinations made in carrying out the 
study required under subsection (a).

                Subtitle B--Office of Financial Research

SEC. 151. <<NOTE: 12 USC 5341.>> DEFINITIONS.

    For purposes of this subtitle--
            (1) the terms ``Office'' and ``Director'' mean the Office of 
        Financial Research established under this subtitle and the 
        Director thereof, respectively;
            (2) the term ``financial company'' has the same meaning as 
        in title II, and includes an insured depository institution and 
        an insurance company;
            (3) the term ``Data Center'' means the data center 
        established under section 154;
            (4) the term ``Research and Analysis Center'' means the 
        research and analysis center established under section 154;

[[Page 124 STAT. 1413]]

            (5) the term ``financial transaction data'' means the 
        structure and legal description of a financial contract, with 
        sufficient detail to describe the rights and obligations between 
        counterparties and make possible an independent valuation;
            (6) the term ``position data''--
                    (A) means data on financial assets or liabilities 
                held on the balance sheet of a financial company, where 
                positions are created or changed by the execution of a 
                financial transaction; and
                    (B) includes information that identifies 
                counterparties, the valuation by the financial company 
                of the position, and information that makes possible an 
                independent valuation of the position;
            (7) the term ``financial contract'' means a legally binding 
        agreement between 2 or more counterparties, describing rights 
        and obligations relating to the future delivery of items of 
        intrinsic or extrinsic value among the counterparties; and
            (8) the term ``financial instrument'' means a financial 
        contract in which the terms and conditions are publicly 
        available, and the roles of one or more of the counterparties 
        are assignable without the consent of any of the other 
        counterparties (including common stock of a publicly traded 
        company, government bonds, or exchange traded futures and 
        options contracts).
SEC. 152. <<NOTE: 12 USC 5342.>> OFFICE OF FINANCIAL RESEARCH 
                        ESTABLISHED.

    (a) Establishment.--There is established within the Department of 
the Treasury the Office of Financial Research.
    (b) Director.--
            (1) In general.--
        The <<NOTE: President. Appointment.>> Office shall be headed by 
        a Director, who shall be appointed by the President, by and with 
        the advice and consent of the Senate.
            (2) Term of service.--The Director shall serve for a term of 
        6 years, except that, in the event that a successor is not 
        nominated and confirmed by the end of the term of service of a 
        Director, the Director may continue to serve until such time as 
        the next Director is appointed and confirmed.
            (3) Executive level.--The Director shall be compensated at 
        Level III of the Executive Schedule.
            (4) Prohibition on dual service.--The individual serving in 
        the position of Director may not, during such service, also 
        serve as the head of any financial regulatory agency.
            (5) Responsibilities, duties, and authority.--The Director 
        shall have sole discretion in the manner in which the Director 
        fulfills the responsibilities and duties and exercises the 
        authorities described in this subtitle.

    (c) Budget.--The Director, in consultation with the Chairperson, 
shall establish the annual budget of the Office.
    (d) Office Personnel.--
            (1) In general.--The Director, in consultation with the 
        Chairperson, may fix the number of, and appoint and direct, all 
        employees of the Office.
            (2) Compensation.--The Director, in consultation with the 
        Chairperson, shall fix, adjust, and administer the pay for all 
        employees of the Office, without regard to chapter 51 or 
        subchapter III of chapter 53 of title 5, United States Code, 
        relating to classification of positions and General Schedule pay 
        rates.

[[Page 124 STAT. 1414]]

            (3) Comparability.--Section 1206(a) of the Financial 
        Institutions Reform, Recovery, and Enforcement Act of 1989 (12 
        U.S.C. 1833b(a)) is amended--
                    (A) by striking ``Finance Board,'' and inserting 
                ``Finance Board, the Office of Financial Research, and 
                the Bureau of Consumer Financial Protection''; and
                    (B) by striking ``and the Office of Thrift 
                Supervision,''.
            (4) Senior executives.--Section 3132(a)(1)(D) of title 5, 
        United States Code, is amended by striking ``and the National 
        Credit Union Administration;'' and inserting ``the National 
        Credit Union Administration, the Bureau of Consumer Financial 
        Protection, and the Office of Financial Research;''.

    (e) Assistance From Federal Agencies.--Any department or agency of 
the United States may provide to the Office and any special advisory, 
technical, or professional committees appointed by the Office, such 
services, funds, facilities, staff, and other support services as the 
Office may determine advisable. Any Federal Government employee may be 
detailed to the Office without reimbursement, and such detail shall be 
without interruption or loss of civil service status or privilege.
    (f) Procurement of Temporary and Intermittent Services.--The 
Director may procure temporary and intermittent services under section 
3109(b) of title 5, United States Code, at rates for individuals which 
do not exceed the daily equivalent of the annual rate of basic pay 
prescribed for Level V of the Executive Schedule under section 5316 of 
such title.
    (g) Post-employment Prohibitions.--
The <<NOTE: Regulations.>> Secretary, with the concurrence of the 
Director of the Office of Government Ethics, shall issue regulations 
prohibiting the Director and any employee of the Office who has had 
access to the transaction or position data maintained by the Data Center 
or other business confidential information about financial entities 
required to report to the Office from being employed by or providing 
advice or consulting services to a financial company, for a period of 1 
year after last having had access in the course of official duties to 
such transaction or position data or business confidential information, 
regardless of whether that entity is required to report to the Office. 
For employees whose access to business confidential information was 
limited, the regulations may provide, on a case-by-case basis, for a 
shorter period of post-employment prohibition, provided that the shorter 
period does not compromise business confidential information.

    (h) Technical and Professional Advisory Committees.--The Office, in 
consultation with the Chairperson, may appoint such special advisory, 
technical, or professional committees as may be useful in carrying out 
the functions of the Office, and the members of such committees may be 
staff of the Office, or other persons, or both.
    (i) Fellowship Program.--The Office, in consultation with the 
Chairperson, may establish and maintain an academic and professional 
fellowship program, under which qualified academics and professionals 
shall be invited to spend not longer than 2 years at the Office, to 
perform research and to provide advanced training for Office personnel.
    (j) Executive Schedule Compensation.--Section 5314 of title 5, 
United States Code, is amended by adding at the end the following new 
item:
            ``Director of the Office of Financial Research.''.

[[Page 124 STAT. 1415]]

SEC. 153. <<NOTE: 12 USC 5343.>> PURPOSE AND DUTIES OF THE OFFICE.

    (a) Purpose and Duties.--The purpose of the Office is to support the 
Council in fulfilling the purposes and duties of the Council, as set 
forth in subtitle A, and to support member agencies, by--
            (1) collecting data on behalf of the Council, and providing 
        such data to the Council and member agencies;
            (2) standardizing the types and formats of data reported and 
        collected;
            (3) performing applied research and essential long-term 
        research;
            (4) developing tools for risk measurement and monitoring;
            (5) performing other related services;
            (6) making the results of the activities of the Office 
        available to financial regulatory agencies; and
            (7) assisting such member agencies in determining the types 
        and formats of data authorized by this Act to be collected by 
        such member agencies.

    (b) Administrative Authority.--The Office may--
            (1) share data and information, including software developed 
        by the Office, with the Council, member agencies, and the Bureau 
        of Economic Analysis, which shared data, information, and 
        software--
                    (A) shall be maintained with at least the same level 
                of security as is used by the Office; and
                    (B) may not be shared with any individual or entity 
                without the permission of the Council;
            (2) sponsor and conduct research projects; and
            (3) assist, on a reimbursable basis, with financial analyses 
        undertaken at the request of other Federal agencies that are not 
        member agencies.

    (c) Rulemaking Authority.--
            (1) Scope.--The Office, in consultation with the 
        Chairperson, shall issue rules, regulations, and orders only to 
        the extent necessary to carry out the purposes and duties 
        described in paragraphs (1), (2), and (7) of subsection (a).
            (2) Standardization.--Member agencies, in consultation with 
        the Office, shall implement regulations promulgated by the 
        Office under paragraph (1) to standardize the types and formats 
        of data reported and collected on behalf of the Council, as 
        described in subsection (a)(2). If <<NOTE: Time period.>> a 
        member agency fails to implement such regulations prior to the 
        expiration of the 3-year period following the date of 
        publication of final regulations, the Office, in consultation 
        with the Chairperson, may implement such regulations with 
        respect to the financial entities under the jurisdiction of the 
        member agency. This paragraph shall not supersede or interfere 
        with the independent authority of a member agency under other 
        law to collect data, in such format and manner as the member 
        agency requires.

    (d) Testimony.--
            (1) In general.--The <<NOTE: Reports.>> Director of the 
        Office shall report to and testify before the Committee on 
        Banking, Housing, and Urban Affairs of the Senate and the 
        Committee on Financial Services of the House of Representatives 
        annually on the activities of the Office, including the work of 
        the Data Center and the Research and Analysis Center, and the 
        assessment of the

[[Page 124 STAT. 1416]]

        Office of significant financial market developments and 
        potential emerging threats to the financial stability of the 
        United States.
            (2) No prior review.--No officer or agency of the United 
        States shall have any authority to require the Director to 
        submit the testimony required under paragraph (1) or other 
        congressional testimony to any officer or agency of the United 
        States for approval, comment, or review prior to the submission 
        of such testimony. Any such testimony to Congress shall include 
        a statement that the views expressed therein are those of the 
        Director and do not necessarily represent the views of the 
        President.

    (e) Additional Reports.--The Director may provide additional reports 
to Congress concerning the financial stability of the United States. The 
Director <<NOTE: Notification.>> shall notify the Council of any such 
additional reports provided to Congress.

    (f) Subpoena.--
            (1) In general.--The Director may require from a financial 
        company, by subpoena, the production of the data requested under 
        subsection (a)(1) and section 154(b)(1), but only upon a written 
        finding by the Director that--
                    (A) such data is required to carry out the functions 
                described under this subtitle; and
                    (B) the Office has coordinated with the relevant 
                primary financial regulatory agency, as required under 
                section 154(b)(1)(B)(ii).
            (2) Format.--Subpoenas under paragraph (1) shall bear the 
        signature of the Director, and shall be served by any person or 
        class of persons designated by the Director for that purpose.
            (3) Enforcement.--In the case of contumacy or failure to 
        obey a subpoena, the subpoena shall be enforceable by order of 
        any appropriate district court of the United States. Any failure 
        to obey the order of the court may be punished by the court as a 
        contempt of court.
SEC. 154. <<NOTE: 12 USC 5344.>> ORGANIZATIONAL STRUCTURE; 
                        RESPONSIBILITIES OF PRIMARY PROGRAMMATIC 
                        UNITS.

    (a) In General.--There are established within the Office, to carry 
out the programmatic responsibilities of the Office--
            (1) the Data Center; and
            (2) the Research and Analysis Center.

    (b) Data Center.--
            (1) General duties.--
                    (A) Data collection.--The Data Center, on behalf of 
                the Council, shall collect, validate, and maintain all 
                data necessary to carry out the duties of the Data 
                Center, as described in this subtitle. The data 
                assembled shall be obtained from member agencies, 
                commercial data providers, publicly available data 
                sources, and financial entities under subparagraph (B).
                    (B) Authority.--
                          (i) In general.--The Office may, as determined 
                      by the Council or by the Director in consultation 
                      with the Council, require the submission of 
                      periodic and other reports from any financial 
                      company for the purpose of assessing the extent to 
                      which a financial

[[Page 124 STAT. 1417]]

                      activity or financial market in which the 
                      financial company participates, or the financial 
                      company itself, poses a threat to the financial 
                      stability of the United States.
                          (ii) Mitigation of report burden.--Before 
                      requiring the submission of a report from any 
                      financial company that is regulated by a member 
                      agency, any primary financial regulatory agency, a 
                      foreign supervisory authority, or the Office shall 
                      coordinate with such agencies or authority, and 
                      shall, whenever possible, rely on information 
                      available from such agencies or authority.
                          (iii) Collection of financial transaction and 
                      position data.--The Office shall collect, on a 
                      schedule determined by the Director, in 
                      consultation with the Council, financial 
                      transaction data and position data from financial 
                      companies.
                    (C) Rulemaking.--The Office shall promulgate 
                regulations pursuant to subsections (a)(1), (a)(2), 
                (a)(7), and (c)(1) of section 153 regarding the type and 
                scope of the data to be collected by the Data Center 
                under this paragraph.
            (2) Responsibilities.--
                    (A) Publication.--The <<NOTE: Public 
                information.>> Data Center shall prepare and publish, in 
                a manner that is easily accessible to the public--
                          (i) a financial company reference database;
                          (ii) a financial instrument reference 
                      database; and
                          (iii) formats and standards for Office data, 
                      including standards for reporting financial 
                      transaction and position data to the Office.
                    (B) Confidentiality.--The Data Center shall not 
                publish any confidential data under subparagraph (A).
            (3) Information security.--The Director shall ensure that 
        data collected and maintained by the Data Center are kept secure 
        and protected against unauthorized disclosure.
            (4) Catalog of financial entities and instruments.--The Data 
        Center shall maintain a catalog of the financial entities and 
        instruments reported to the Office.
            (5) Availability to the council and member agencies.--The 
        Data Center shall make data collected and maintained by the Data 
        Center available to the Council and member agencies, as 
        necessary to support their regulatory responsibilities.
            (6) Other authority.--The <<NOTE: Public 
        information.>> Office shall, after consultation with the member 
        agencies, provide certain data to financial industry 
        participants and to the general public to increase market 
        transparency and facilitate research on the financial system, to 
        the extent that intellectual property rights are not violated, 
        business confidential information is properly protected, and the 
        sharing of such information poses no significant threats to the 
        financial system of the United States.

    (c) Research and Analysis Center.--
            (1) General duties.--The Research and Analysis Center, on 
        behalf of the Council, shall develop and maintain independent 
        analytical capabilities and computing resources--
                    (A) to develop and maintain metrics and reporting 
                systems for risks to the financial stability of the 
                United States;

[[Page 124 STAT. 1418]]

                    (B) to monitor, investigate, and report on changes 
                in systemwide risk levels and patterns to the Council 
                and Congress;
                    (C) to conduct, coordinate, and sponsor research to 
                support and improve regulation of financial entities and 
                markets;
                    (D) to evaluate and report on stress tests or other 
                stability-related evaluations of financial entities 
                overseen by the member agencies;
                    (E) to maintain expertise in such areas as may be 
                necessary to support specific requests for advice and 
                assistance from financial regulators;
                    (F) to investigate disruptions and failures in the 
                financial markets, report findings, and make 
                recommendations to the Council based on those findings;
                    (G) to conduct studies and provide advice on the 
                impact of policies related to systemic risk; and
                    (H) to promote best practices for financial risk 
                management.

    (d) Reporting Responsibilities.--
            (1) Required reports.--Not later than 2 years after the date 
        of enactment of this Act, and not later than 120 days after the 
        end of each fiscal year thereafter, the Office shall prepare and 
        submit a report to Congress.
            (2) Content.--Each report required by this subsection shall 
        assess the state of the United States financial system, 
        including--
                    (A) an analysis of any threats to the financial 
                stability of the United States;
                    (B) the status of the efforts of the Office in 
                meeting the mission of the Office; and
                    (C) key findings from the research and analysis of 
                the financial system by the Office.
SEC. <<NOTE: 12 USC 5345.>> 155. FUNDING.

    (a) Financial Research Fund.--
            (1) Fund established.--There is established in the Treasury 
        of the United States a separate fund to be known as the 
        ``Financial Research Fund''.
            (2) Fund receipts.--All amounts provided to the Office under 
        subsection (c), and all assessments that the Office receives 
        under subsection (d) shall be deposited into the Financial 
        Research Fund.
            (3) Investments authorized.--
                    (A) Amounts in fund may be invested.--The Director 
                may request the Secretary to invest the portion of the 
                Financial Research Fund that is not, in the judgment of 
                the Director, required to meet the needs of the Office.
                    (B) Eligible investments.--Investments shall be made 
                by the Secretary in obligations of the United States or 
                obligations that are guaranteed as to principal and 
                interest by the United States, with maturities suitable 
                to the needs of the Financial Research Fund, as 
                determined by the Director.
            (4) Interest and proceeds credited.--The interest on, and 
        the proceeds from the sale or redemption of, any obligations

[[Page 124 STAT. 1419]]

        held in the Financial Research Fund shall be credited to and 
        form a part of the Financial Research Fund.

    (b) Use of Funds.--
            (1) In general.--Funds obtained by, transferred to, or 
        credited to the Financial Research Fund shall be immediately 
        available to the Office, and shall remain available until 
        expended, to pay the expenses of the Office in carrying out the 
        duties and responsibilities of the Office.
            (2) Fees, assessments, and other funds not government 
        funds.--Funds obtained by, transferred to, or credited to the 
        Financial Research Fund shall not be construed to be Government 
        funds or appropriated moneys.
            (3) Amounts not subject to apportionment.--Notwithstanding 
        any other provision of law, amounts in the Financial Research 
        Fund shall not be subject to apportionment for purposes of 
        chapter 15 of title 31, United States Code, or under any other 
        authority, or for any other purpose.

    (c) Interim Funding.--During <<NOTE: Time period.>> the 2-year 
period following the date of enactment of this Act, the Board of 
Governors shall provide to the Office an amount sufficient to cover the 
expenses of the Office.

    (d) Permanent Self-funding.--Beginning <<NOTE: Effective 
date. Regulations. Assessments.>> 2 years after the date of enactment of 
this Act, the Secretary shall establish, by regulation, and with the 
approval of the Council, an assessment schedule, including the 
assessment base and rates, applicable to bank holding companies with 
total consolidated assets of 50,000,000,000 or greater and nonbank 
financial companies supervised by the Board of Governors, that takes 
into account differences among such companies, based on the 
considerations for establishing the prudential standards under section 
115, to collect assessments equal to the total expenses of the Office.
SEC. 156. <<NOTE: 12 USC 5346.>> TRANSITION OVERSIGHT.

    (a) Purpose.--The purpose of this section is to ensure that the 
Office--
            (1) has an orderly and organized startup;
            (2) attracts and retains a qualified workforce; and
            (3) establishes comprehensive employee training and benefits 
        programs.

    (b) Reporting Requirement.--
            (1) In general.--The Office shall submit an annual report to 
        the Committee on Banking, Housing, and Urban Affairs of the 
        Senate and the Committee on Financial Services of the House of 
        Representatives that includes the plans described in paragraph 
        (2).
            (2) Plans.--The plans described in this paragraph are as 
        follows:
                    (A) Training and workforce development plan.--The 
                Office shall submit a training and workforce development 
                plan that includes, to the extent practicable--
                          (i) identification of skill and technical 
                      expertise needs and actions taken to meet those 
                      requirements;
                          (ii) steps taken to foster innovation and 
                      creativity;
                          (iii) leadership development and succession 
                      planning; and
                          (iv) effective use of technology by employees.

[[Page 124 STAT. 1420]]

                    (B) Workplace flexibility plan.--The Office shall 
                submit a workforce flexibility plan that includes, to 
                the extent practicable--
                          (i) telework;
                          (ii) flexible work schedules;
                          (iii) phased retirement;
                          (iv) reemployed annuitants;
                          (v) part-time work;
                          (vi) job sharing;
                          (vii) parental leave benefits and childcare 
                      assistance;
                          (viii) domestic partner benefits;
                          (ix) other workplace flexibilities; or
                          (x) any combination of the items described in 
                      clauses (i) through (ix).
                    (C) Recruitment and retention plan.--The Office 
                shall submit a recruitment and retention plan that 
                includes, to the extent practicable, provisions relating 
                to--
                          (i) the steps necessary to target highly 
                      qualified applicant pools with diverse 
                      backgrounds;
                          (ii) streamlined employment application 
                      processes;
                          (iii) the provision of timely notification of 
                      the status of employment applications to 
                      applicants; and
                          (iv) the collection of information to measure 
                      indicators of hiring effectiveness.

    (c) Expiration.--The reporting requirement under subsection (b) 
shall terminate 5 years after the date of enactment of this Act.
    (d) Rule of Construction.--Nothing in this section may be construed 
to affect--
            (1) a collective bargaining agreement, as that term is 
        defined in section 7103(a)(8) of title 5, United States Code, 
        that is in effect on the date of enactment of this Act; or
            (2) the rights of employees under chapter 71 of title 5, 
        United States Code.

Subtitle C--Additional Board of Governors Authority for Certain Nonbank 
             Financial Companies and Bank Holding Companies

SEC. 161. <<NOTE: 12 USC 5361.>> REPORTS BY AND EXAMINATIONS OF 
                        NONBANK FINANCIAL COMPANIES BY THE BOARD 
                        OF GOVERNORS.

    (a) Reports.--
            (1) In general.--The Board of Governors may require each 
        nonbank financial company supervised by the Board of Governors, 
        and any subsidiary thereof, to submit reports under oath, to 
        keep the Board of Governors informed as to--
                    (A) the financial condition of the company or 
                subsidiary, systems of the company or subsidiary for 
                monitoring and controlling financial, operating, and 
                other risks, and the extent to which the activities and 
                operations of the company or subsidiary pose a threat to 
                the financial stability of the United States; and
                    (B) compliance by the company or subsidiary with the 
                requirements of this title.

[[Page 124 STAT. 1421]]

            (2) Use of existing reports and information.--In carrying 
        out subsection (a), the Board of Governors shall, to the fullest 
        extent possible, use--
                    (A) reports and supervisory information that a 
                nonbank financial company or subsidiary thereof has been 
                required to provide to other Federal or State regulatory 
                agencies;
                    (B) information otherwise obtainable from Federal or 
                State regulatory agencies;
                    (C) information that is otherwise required to be 
                reported publicly; and
                    (D) externally audited financial statements of such 
                company or subsidiary.
            (3) Availability.--Upon the request of the Board of 
        Governors, a nonbank financial company supervised by the Board 
        of Governors, or a subsidiary thereof, shall promptly provide to 
        the Board of Governors any information described in paragraph 
        (2).

    (b) Examinations.--
            (1) In general.--Subject to paragraph (2), the Board of 
        Governors may examine any nonbank financial company supervised 
        by the Board of Governors and any subsidiary of such company, to 
        inform the Board of Governors of--
                    (A) the nature of the operations and financial 
                condition of the company and such subsidiary;
                    (B) the financial, operational, and other risks of 
                the company or such subsidiary that may pose a threat to 
                the safety and soundness of such company or subsidiary 
                or to the financial stability of the United States;
                    (C) the systems for monitoring and controlling such 
                risks; and
                    (D) compliance by the company or such subsidiary 
                with the requirements of this title.
            (2) Use of examination reports and information.--For 
        purposes of this subsection, the Board of Governors shall, to 
        the fullest extent possible, rely on reports of examination of 
        any subsidiary depository institution or functionally regulated 
        subsidiary made by the primary financial regulatory agency for 
        that subsidiary, and on information described in subsection 
        (a)(2).

    (c) Coordination With Primary Financial Regulatory Agency.--The 
Board of Governors shall--
            (1) <<NOTE: Notice. Consultation.>> provide reasonable 
        notice to, and consult with, the primary financial regulatory 
        agency for any subsidiary before requiring a report or 
        commencing an examination of such subsidiary under this section; 
        and
            (2) avoid duplication of examination activities, reporting 
        requirements, and requests for information, to the fullest 
        extent possible.
SEC. 162. <<NOTE: 12 USC 5362.>> ENFORCEMENT.

    (a) In General.--Except as provided in subsection (b), a nonbank 
financial company supervised by the Board of Governors and any 
subsidiaries of such company (other than any depository institution 
subsidiary) shall be subject to the provisions of subsections (b) 
through (n) of section 8 of the Federal Deposit Insurance Act (12 U.S.C. 
1818), in the same manner and to the same extent as if the company were 
a bank holding company, as provided

[[Page 124 STAT. 1422]]

in section 8(b)(3) of the Federal Deposit Insurance Act (12 U.S.C. 
1818(b)(3)).
    (b) Enforcement Authority for Functionally Regulated Subsidiaries.--
            (1) Referral.--If the Board of Governors determines that a 
        condition, practice, or activity of a depository institution 
        subsidiary or functionally regulated subsidiary of a nonbank 
        financial company supervised by the Board of Governors does not 
        comply with the regulations or orders prescribed by the Board of 
        Governors under this Act, or otherwise poses a threat to the 
        financial stability of the United States, the Board of Governors 
        may recommend, in writing, to the primary financial regulatory 
        agency for the subsidiary that such agency initiate a 
        supervisory action or enforcement proceeding. The recommendation 
        shall be accompanied by a written explanation of the concerns 
        giving rise to the recommendation.
            (2) Back-up authority of the board of governors.--If, during 
        the 60-day period beginning on the date on which the primary 
        financial regulatory agency receives a recommendation under 
        paragraph (1), the primary financial regulatory agency does not 
        take supervisory or enforcement action against a subsidiary that 
        is acceptable to the Board of Governors, the Board of Governors 
        (upon a vote of its members) may take the recommended 
        supervisory or enforcement action, as if the subsidiary were a 
        bank holding company subject to supervision by the Board of 
        Governors.
SEC. <<NOTE: 12 USC 5363.>> 163. ACQUISITIONS.

    (a) Acquisitions of Banks; Treatment as a Bank Holding Company.--For 
purposes of section 3 of the Bank Holding Company Act of 1956 (12 U.S.C. 
1842), a nonbank financial company supervised by the Board of Governors 
shall be deemed to be, and shall be treated as, a bank holding company.
    (b) Acquisition of Nonbank Companies.--
            (1) Prior notice for large acquisitions.--Notwithstanding 
        section 4(k)(6)(B) of the Bank Holding Company Act of 1956 (12 
        U.S.C. 1843(k)(6)(B)), a bank holding company with total 
        consolidated assets equal to or greater than $50,000,000,000 or 
        a nonbank financial company supervised by the Board of Governors 
        shall not acquire direct or indirect ownership or control of any 
        voting shares of any company (other than an insured depository 
        institution) that is engaged in activities described in section 
        4(k) of the Bank Holding Company Act of 1956 having total 
        consolidated assets of $10,000,000,000 or more, without 
        providing written notice to the Board of Governors in advance of 
        the transaction.
            (2) Exemptions.--The prior notice requirement in paragraph 
        (1) shall not apply with regard to the acquisition of shares 
        that would qualify for the exemptions in section 4(c) or section 
        4(k)(4)(E) of the Bank Holding Company Act of 1956 (12 U.S.C. 
        1843(c) and (k)(4)(E)).
            (3) Notice procedures.--The <<NOTE: Applicability.>> notice 
        procedures set forth in section 4(j)(1) of the Bank Holding 
        Company Act of 1956 (12 U.S.C. 1843(j)(1)), without regard to 
        section 4(j)(3) of that Act, shall apply to an acquisition of 
        any company (other than an insured depository institution) by a 
        bank holding company with total consolidated assets equal to or 
        greater than

[[Page 124 STAT. 1423]]

        $50,000,000,000 or a nonbank financial company supervised by the 
        Board of Governors, as described in paragraph (1), including any 
        such company engaged in activities described in section 4(k) of 
        that Act.
            (4) Standards for review.--In addition to the standards 
        provided in section 4(j)(2) of the Bank Holding Company Act of 
        1956 (12 U.S.C. 1843(j)(2)), the Board of Governors shall 
        consider the extent to which the proposed acquisition would 
        result in greater or more concentrated risks to global or United 
        States financial stability or the United States economy.
            (5) Hart-Scott-Rodino filing requirement.--Solely for 
        purposes of section 7A(c)(8) of the Clayton Act (15 U.S.C. 
        18a(c)(8)), the transactions subject to the requirements of 
        paragraph (1) shall be treated as if Board of Governors approval 
        is not required.
SEC. <<NOTE: 12 USC 5364.>> 164. PROHIBITION AGAINST MANAGEMENT 
                        INTERLOCKS BETWEEN CERTAIN FINANCIAL 
                        COMPANIES.

    A nonbank financial company supervised by the Board of Governors 
shall be treated as a bank holding company for purposes of the 
Depository Institutions Management Interlocks Act (12 U.S.C. 3201 et 
seq.), except that the Board of Governors shall not exercise the 
authority provided in section 7 of that Act (12 U.S.C. 3207) to permit 
service by a management official of a nonbank financial company 
supervised by the Board of Governors as a management official of any 
bank holding company with total consolidated assets equal to or greater 
than $50,000,000,000, or other nonaffiliated nonbank financial company 
supervised by the Board of Governors (other than to provide a temporary 
exemption for interlocks resulting from a merger, acquisition, or 
consolidation).
SEC. 165. <<NOTE: 12 USC 5365.>> ENHANCED SUPERVISION AND 
                        PRUDENTIAL STANDARDS FOR NONBANK FINANCIAL 
                        COMPANIES SUPERVISED BY THE BOARD OF 
                        GOVERNORS AND CERTAIN BANK HOLDING 
                        COMPANIES.

    (a) In General.--
            (1) Purpose.--In order to prevent or mitigate risks to the 
        financial stability of the United States that could arise from 
        the material financial distress or failure, or ongoing 
        activities, of large, interconnected financial institutions, the 
        Board of Governors shall, on its own or pursuant to 
        recommendations by the Council under section 115, establish 
        prudential standards for nonbank financial companies supervised 
        by the Board of Governors and bank holding companies with total 
        consolidated assets equal to or greater than $50,000,000,000 
        that--
                    (A) are more stringent than the standards and 
                requirements applicable to nonbank financial companies 
                and bank holding companies that do not present similar 
                risks to the financial stability of the United States; 
                and
                    (B) increase in stringency, based on the 
                considerations identified in subsection (b)(3).
            (2) Tailored application.--
                    (A) In general.--In prescribing more stringent 
                prudential standards under this section, the Board of 
                Governors may, on its own or pursuant to a 
                recommendation by the Council in accordance with section 
                115, differentiate among companies on an individual 
                basis or by category, taking into consideration their 
                capital structure, riskiness,

[[Page 124 STAT. 1424]]

                complexity, financial activities (including the 
                financial activities of their subsidiaries), size, and 
                any other risk-related factors that the Board of 
                Governors deems appropriate.
                    (B) Adjustment of threshold for application of 
                certain standards.--The Board of Governors may, pursuant 
                to a recommendation by the Council in accordance with 
                section 115, establish an asset threshold above 
                $50,000,000,000 for the application of any standard 
                established under subsections (c) through (g).

    (b) Development of Prudential Standards.--
            (1) In general.--
                    (A) Required standards.--The Board of Governors 
                shall establish prudential standards for nonbank 
                financial companies supervised by the Board of Governors 
                and bank holding companies described in subsection (a), 
                that shall include--
                          (i) risk-based capital requirements and 
                      leverage limits, unless the Board of Governors, in 
                      consultation with the Council, determines that 
                      such requirements are not appropriate for a 
                      company subject to more stringent prudential 
                      standards because of the activities of such 
                      company (such as investment company activities or 
                      assets under management) or structure, in which 
                      case, the Board of Governors shall apply other 
                      standards that result in similarly stringent risk 
                      controls;
                          (ii) liquidity requirements;
                          (iii) overall risk management requirements;
                          (iv) resolution plan and credit exposure 
                      report requirements; and
                          (v) concentration limits.
                    (B) Additional standards authorized.--The Board of 
                Governors may establish additional prudential standards 
                for nonbank financial companies supervised by the Board 
                of Governors and bank holding companies described in 
                subsection (a), that include--
                          (i) a contingent capital requirement;
                          (ii) enhanced public disclosures;
                          (iii) short-term debt limits; and
                          (iv) such other prudential standards as the 
                      Board or Governors, on its own or pursuant to a 
                      recommendation made by the Council in accordance 
                      with section 115, determines are appropriate.
            (2) Standards for foreign financial companies.--In applying 
        the standards set forth in paragraph (1) to any foreign nonbank 
        financial company supervised by the Board of Governors or 
        foreign-based bank holding company, the Board of Governors 
        shall--
                    (A) give due regard to the principle of national 
                treatment and equality of competitive opportunity; and
                    (B) take into account the extent to which the 
                foreign financial company is subject on a consolidated 
                basis to home country standards that are comparable to 
                those applied to financial companies in the United 
                States.
            (3) Considerations.--In prescribing prudential standards 
        under paragraph (1), the Board of Governors shall--

[[Page 124 STAT. 1425]]

                    (A) take into account differences among nonbank 
                financial companies supervised by the Board of Governors 
                and bank holding companies described in subsection (a), 
                based on--
                          (i) the factors described in subsections (a) 
                      and (b) of section 113;
                          (ii) whether the company owns an insured 
                      depository institution;
                          (iii) nonfinancial activities and affiliations 
                      of the company; and
                          (iv) any other risk-related factors that the 
                      Board of Governors determines appropriate;
                    (B) to the extent possible, ensure that small 
                changes in the factors listed in subsections (a) and (b) 
                of section 113 would not result in sharp, discontinuous 
                changes in the prudential standards established under 
                paragraph (1) of this subsection;
                    (C) take into account any recommendations of the 
                Council under section 115; and
                    (D) adapt the required standards as appropriate in 
                light of any predominant line of business of such 
                company, including assets under management or other 
                activities for which particular standards may not be 
                appropriate.
            (4) Consultation.--Before imposing prudential standards or 
        any other requirements pursuant to this section, including 
        notices of deficiencies in resolution plans and more stringent 
        requirements or divestiture orders resulting from such notices, 
        that are likely to have a significant impact on a functionally 
        regulated subsidiary or depository institution subsidiary of a 
        nonbank financial company supervised by the Board of Governors 
        or a bank holding company described in subsection (a), the Board 
        of Governors shall consult with each Council member that 
        primarily supervises any such subsidiary with respect to any 
        such standard or requirement.
            (5) Report.--The Board of Governors shall submit an annual 
        report to Congress regarding the implementation of the 
        prudential standards required pursuant to paragraph (1), 
        including the use of such standards to mitigate risks to the 
        financial stability of the United States.

    (c) Contingent Capital.--
            (1) In general.--Subsequent to submission by the Council of 
        a report to Congress under section 115(c), the Board of 
        Governors may issue regulations that require each nonbank 
        financial company supervised by the Board of Governors and bank 
        holding companies described in subsection (a) to maintain a 
        minimum amount of contingent capital that is convertible to 
        equity in times of financial stress.
            (2) Factors to consider.--In issuing regulations under this 
        subsection, the Board of Governors shall consider--
                    (A) the results of the study undertaken by the 
                Council, and any recommendations of the Council, under 
                section 115(c);
                    (B) an appropriate transition period for 
                implementation of contingent capital under this 
                subsection;
                    (C) the factors described in subsection (b)(3)(A);
                    (D) capital requirements applicable to the nonbank 
                financial company supervised by the Board of Governors

[[Page 124 STAT. 1426]]

                or a bank holding company described in subsection (a), 
                and subsidiaries thereof; and
                    (E) any other factor that the Board of Governors 
                deems appropriate.

    (d) Resolution Plan and Credit Exposure Reports.--
            (1) Resolution plan.--The Board of Governors shall require 
        each nonbank financial company supervised by the Board of 
        Governors and bank holding companies described in subsection (a) 
        to report periodically to the Board of Governors, the Council, 
        and the Corporation the plan of such company for rapid and 
        orderly resolution in the event of material financial distress 
        or failure, which shall include--
                    (A) information regarding the manner and extent to 
                which any insured depository institution affiliated with 
                the company is adequately protected from risks arising 
                from the activities of any nonbank subsidiaries of the 
                company;
                    (B) full descriptions of the ownership structure, 
                assets, liabilities, and contractual obligations of the 
                company;
                    (C) identification of the cross-guarantees tied to 
                different securities, identification of major 
                counterparties, and a process for determining to whom 
                the collateral of the company is pledged; and
                    (D) any other information that the Board of 
                Governors and the Corporation jointly require by rule or 
                order.
            (2) Credit exposure report.--The Board of Governors shall 
        require each nonbank financial company supervised by the Board 
        of Governors and bank holding companies described in subsection 
        (a) to report periodically to the Board of Governors, the 
        Council, and the Corporation on--
                    (A) the nature and extent to which the company has 
                credit exposure to other significant nonbank financial 
                companies and significant bank holding companies; and
                    (B) the nature and extent to which other significant 
                nonbank financial companies and significant bank holding 
                companies have credit exposure to that company.
            (3) Review.--The Board of Governors and the Corporation 
        shall review the information provided in accordance with this 
        subsection by each nonbank financial company supervised by the 
        Board of Governors and bank holding company described in 
        subsection (a).
            (4) Notice of deficiencies.--If the Board of Governors and 
        the Corporation jointly determine, based on their review under 
        paragraph (3), that the resolution plan of a nonbank financial 
        company supervised by the Board of Governors or a bank holding 
        company described in subsection (a) is not credible or would not 
        facilitate an orderly resolution of the company under title 11, 
        United States Code--
                    (A) the Board of Governors and the Corporation shall 
                notify the company of the deficiencies in the resolution 
                plan; and
                    (B) the company shall resubmit the resolution plan 
                within a timeframe determined by the Board of Governors 
                and the Corporation, with revisions demonstrating that 
                the plan is credible and would result in an orderly 
                resolution under title 11, United States Code, including 
                any

[[Page 124 STAT. 1427]]

                proposed changes in business operations and corporate 
                structure to facilitate implementation of the plan.
            (5) Failure to resubmit credible plan.--
                    (A) In general.--If a nonbank financial company 
                supervised by the Board of Governors or a bank holding 
                company described in subsection (a) fails to timely 
                resubmit the resolution plan as required under paragraph 
                (4), with such revisions as are required under 
                subparagraph (B), the Board of Governors and the 
                Corporation may jointly impose more stringent capital, 
                leverage, or liquidity requirements, or restrictions on 
                the growth, activities, or operations of the company, or 
                any subsidiary thereof, until such time as the company 
                resubmits a plan that remedies the deficiencies.
                    (B) Divestiture.--The Board of Governors and the 
                Corporation, in consultation with the Council, may 
                jointly direct a nonbank financial company supervised by 
                the Board of Governors or a bank holding company 
                described in subsection (a), by order, to divest certain 
                assets or operations identified by the Board of 
                Governors and the Corporation, to facilitate an orderly 
                resolution of such company under title 11, United States 
                Code, in the event of the failure of such company, in 
                any case in which--
                          (i) the Board of Governors and the Corporation 
                      have jointly imposed more stringent requirements 
                      on the company pursuant to subparagraph (A); and
                          (ii) the company has failed, within the 2-year 
                      period beginning on the date of the imposition of 
                      such requirements under subparagraph (A), to 
                      resubmit the resolution plan with such revisions 
                      as were required under paragraph (4)(B).
            (6) No limiting effect.--A resolution plan submitted in 
        accordance with this subsection shall not be binding on a 
        bankruptcy court, a receiver appointed under title II, or any 
        other authority that is authorized or required to resolve the 
        nonbank financial company supervised by the Board, any bank 
        holding company, or any subsidiary or affiliate of the 
        foregoing.
            (7) No private right of action.--No private right of action 
        may be based on any resolution plan submitted in accordance with 
        this subsection.
            (8) Rules.--Not <<NOTE: Deadline.>> later than 18 months 
        after the date of enactment of this Act, the Board of Governors 
        and the Corporation shall jointly issue final rules implementing 
        this subsection.

    (e) Concentration Limits.--
            (1) Standards.--In <<NOTE: Regulations.>> order to limit the 
        risks that the failure of any individual company could pose to a 
        nonbank financial company supervised by the Board of Governors 
        or a bank holding company described in subsection (a), the Board 
        of Governors, by regulation, shall prescribe standards that 
        limit such risks.
            (2) Limitation on credit exposure.--The regulations 
        prescribed by the Board of Governors under paragraph (1) shall 
        prohibit each nonbank financial company supervised by the Board 
        of Governors and bank holding company described in subsection 
        (a) from having credit exposure to any unaffiliated company that 
        exceeds 25 percent of the capital stock and surplus (or such 
        lower amount as the Board of Governors may

[[Page 124 STAT. 1428]]

        determine by regulation to be necessary to mitigate risks to the 
        financial stability of the United States) of the company.
            (3) Credit exposure.--For <<NOTE: Definition.>> purposes of 
        paragraph (2), ``credit exposure'' to a company means--
                    (A) all extensions of credit to the company, 
                including loans, deposits, and lines of credit;
                    (B) all repurchase agreements and reverse repurchase 
                agreements with the company, and all securities 
                borrowing and lending transactions with the company, to 
                the extent that such transactions create credit exposure 
                for the nonbank financial company supervised by the 
                Board of Governors or a bank holding company described 
                in subsection (a);
                    (C) all guarantees, acceptances, or letters of 
                credit (including endorsement or standby letters of 
                credit) issued on behalf of the company;
                    (D) all purchases of or investment in securities 
                issued by the company;
                    (E) counterparty credit exposure to the company in 
                connection with a derivative transaction between the 
                nonbank financial company supervised by the Board of 
                Governors or a bank holding company described in 
                subsection (a) and the company; and
                    (F) any other similar transactions that the Board of 
                Governors, by regulation, determines to be a credit 
                exposure for purposes of this section.
            (4) Attribution rule.--For purposes of this subsection, any 
        transaction by a nonbank financial company supervised by the 
        Board of Governors or a bank holding company described in 
        subsection (a) with any person is a transaction with a company, 
        to the extent that the proceeds of the transaction are used for 
        the benefit of, or transferred to, that company.
            (5) Rulemaking.--The Board of Governors may issue such 
        regulations and orders, including definitions consistent with 
        this section, as may be necessary to administer and carry out 
        this subsection.
            (6) Exemptions.--This subsection shall not apply to any 
        Federal home loan bank. The Board of Governors may, by 
        regulation or order, exempt transactions, in whole or in part, 
        from the definition of the term ``credit exposure'' for purposes 
        of this subsection, if the Board of Governors finds that the 
        exemption is in the public interest and is consistent with the 
        purpose of this subsection.
            (7) Transition period.--
                    (A) In general.--This <<NOTE: Effective 
                date.>> subsection and any regulations and orders of the 
                Board of Governors under this subsection shall not be 
                effective until 3 years after the date of enactment of 
                this Act.
                    (B) Extension authorized.--The Board of Governors 
                may extend the period specified in subparagraph (A) for 
                not longer than an additional 2 years.

    (f) Enhanced Public Disclosures.--The Board of Governors may 
prescribe, by regulation, periodic public disclosures by nonbank 
financial companies supervised by the Board of Governors and bank 
holding companies described in subsection (a) in order to support market 
evaluation of the risk profile, capital adequacy, and risk management 
capabilities thereof.

[[Page 124 STAT. 1429]]

    (g) Short-term Debt Limits.--
            (1) In general.--In order to mitigate the risks that an 
        over-accumulation of short-term debt could pose to financial 
        companies and to the stability of the United States financial 
        system, the Board of Governors may, by regulation, prescribe a 
        limit on the amount of short-term debt, including off-balance 
        sheet exposures, that may be accumulated by any bank holding 
        company described in subsection (a) and any nonbank financial 
        company supervised by the Board of Governors.
            (2) Basis of limit.--Any limit prescribed under paragraph 
        (1) shall be based on the short-term debt of the company 
        described in paragraph (1) as a percentage of capital stock and 
        surplus of the company or on such other measure as the Board of 
        Governors considers appropriate.
            (3) Short-term debt defined.--For purposes of this 
        subsection, the term ``short-term debt'' means such liabilities 
        with short-dated maturity that the Board of Governors 
        identifies, by regulation, except that such term does not 
        include insured deposits.
            (4) Rulemaking authority.--In addition to prescribing 
        regulations under paragraphs (1) and (3), the Board of Governors 
        may prescribe such regulations, including definitions consistent 
        with this subsection, and issue such orders, as may be necessary 
        to carry out this subsection.
            (5) Authority to issue exemptions and adjustments.--
        Notwithstanding the Bank Holding Company Act of 1956 (12 U.S.C. 
        1841 et seq.), the Board of Governors may, if it determines such 
        action is necessary to ensure appropriate heightened prudential 
        supervision, with respect to a company described in paragraph 
        (1) that does not control an insured depository institution, 
        issue to such company an exemption from or adjustment to the 
        limit prescribed under paragraph (1).

    (h) Risk Committee.--
            (1) Nonbank financial companies supervised by the board of 
        governors.--The Board <<NOTE: Establishment. Deadline.>> of 
        Governors shall require each nonbank financial company 
        supervised by the Board of Governors that is a publicly traded 
        company to establish a risk committee, as set forth in paragraph 
        (3), not later than 1 year after the date of receipt of a notice 
        of final determination under section 113(e)(3) with respect to 
        such nonbank financial company supervised by the Board of 
        Governors.
            (2) Certain bank holding companies.--
                    (A) Mandatory regulations.--The Board of Governors 
                shall issue regulations requiring each bank holding 
                company that is a publicly traded company and that has 
                total consolidated assets of not less than 
                $10,000,000,000 to establish a risk committee, as set 
                forth in paragraph (3).
                    (B) Permissive regulations.--The Board of Governors 
                may require each bank holding company that is a publicly 
                traded company and that has total consolidated assets of 
                less than $10,000,000,000 to establish a risk committee, 
                as set forth in paragraph (3), as determined necessary 
                or appropriate by the Board of Governors to promote 
                sound risk management practices.
            (3) Risk committee.--A risk committee required by this 
        subsection shall--

[[Page 124 STAT. 1430]]

                    (A) be responsible for the oversight of the 
                enterprise-wide risk management practices of the nonbank 
                financial company supervised by the Board of Governors 
                or bank holding company described in subsection (a), as 
                applicable;
                    (B) include such number of independent directors as 
                the Board of Governors may determine appropriate, based 
                on the nature of operations, size of assets, and other 
                appropriate criteria related to the nonbank financial 
                company supervised by the Board of Governors or a bank 
                holding company described in subsection (a), as 
                applicable; and
                    (C) include at least 1 risk management expert having 
                experience in identifying, assessing, and managing risk 
                exposures of large, complex firms.
            (4) Rulemaking.--The <<NOTE: Deadline. Effective 
        date.>> Board of Governors shall issue final rules to carry out 
        this subsection, not later than 1 year after the transfer date, 
        to take effect not later than 15 months after the transfer date.

    (i) Stress Tests.--
            (1) By the board of governors.--
                    (A) Annual tests required.--The Board of Governors, 
                in coordination with the appropriate primary financial 
                regulatory agencies and the Federal Insurance Office, 
                shall conduct annual analyses in which nonbank financial 
                companies supervised by the Board of Governors and bank 
                holding companies described in subsection (a) are 
                subject to evaluation of whether such companies have the 
                capital, on a total consolidated basis, necessary to 
                absorb losses as a result of adverse economic 
                conditions.
                    (B) Test parameters and consequences.--The Board of 
                Governors--
                          (i) shall provide for at least 3 different 
                      sets of conditions under which the evaluation 
                      required by this subsection shall be conducted, 
                      including baseline, adverse, and severely adverse;
                          (ii) may require the tests described in 
                      subparagraph (A) at bank holding companies and 
                      nonbank financial companies, in addition to those 
                      for which annual tests are required under 
                      subparagraph (A);
                          (iii) may develop and apply such other 
                      analytic techniques as are necessary to identify, 
                      measure, and monitor risks to the financial 
                      stability of the United States;
                          (iv) shall require the companies described in 
                      subparagraph (A) to update their resolution plans 
                      required under subsection (d)(1), as the Board of 
                      Governors determines appropriate, based on the 
                      results of the analyses; and
                          (v) shall <<NOTE: Publication.>> publish a 
                      summary of the results of the tests required under 
                      subparagraph (A) or clause (ii) of this 
                      subparagraph.
            (2) By the company.--
                    (A) Requirement.--A <<NOTE: Deadlines.>> nonbank 
                financial company supervised by the Board of Governors 
                and a bank holding company described in subsection (a) 
                shall conduct semiannual stress tests. All other 
                financial companies that have total consolidated assets 
                of more than $10,000,000,000 and are regulated by a 
                primary Federal financial regulatory

[[Page 124 STAT. 1431]]

                agency shall conduct annual stress tests. The tests 
                required under this subparagraph shall be conducted in 
                accordance with the regulations prescribed under 
                subparagraph (C).
                    (B) Report.--A company required to conduct stress 
                tests under subparagraph (A) shall submit a report to 
                the Board of Governors and to its primary financial 
                regulatory agency at such time, in such form, and 
                containing such information as the primary financial 
                regulatory agency shall require.
                    (C) Regulations.--Each Federal primary financial 
                regulatory agency, in coordination with the Board of 
                Governors and the Federal Insurance Office, shall issue 
                consistent and comparable regulations to implement this 
                paragraph that shall--
                          (i) define the term ``stress test'' for 
                      purposes of this paragraph;
                          (ii) establish methodologies for the conduct 
                      of stress tests required by this paragraph that 
                      shall provide for at least 3 different sets of 
                      conditions, including baseline, adverse, and 
                      severely adverse;
                          (iii) establish the form and content of the 
                      report required by subparagraph (B); and
                          (iv) <<NOTE: Publication.>> require companies 
                      subject to this paragraph to publish a summary of 
                      the results of the required stress tests.

    (j) Leverage Limitation.--
            (1) Requirement.--The Board of Governors shall require a 
        bank holding company with total consolidated assets equal to or 
        greater than $50,000,000,000 or a nonbank financial company 
        supervised by the Board of Governors to maintain a debt to 
        equity ratio of no more than 15 to 1, upon a determination by 
        the Council that such company poses a grave threat to the 
        financial stability of the United States and that the imposition 
        of such requirement is necessary to mitigate the risk that such 
        company poses to the financial stability of the United States. 
        Nothing in this paragraph shall apply to a Federal home loan 
        bank.
            (2) Considerations.--In making a determination under this 
        subsection, the Council shall consider the factors described in 
        subsections (a) and (b) of section 113 and any other risk-
        related factors that the Council deems appropriate.
            (3) Regulations.--The <<NOTE: Procedures.>> Board of 
        Governors shall promulgate regulations to establish procedures 
        and timelines for complying with the requirements of this 
        subsection.

    (k) Inclusion of Off-balance-sheet Activities in Computing Capital 
Requirements.--
            (1) In general.--In the case of any bank holding company 
        described in subsection (a) or nonbank financial company 
        supervised by the Board of Governors, the computation of capital 
        for purposes of meeting capital requirements shall take into 
        account any off-balance-sheet activities of the company.
            (2) Exemptions.--If the Board of Governors determines that 
        an exemption from the requirement under paragraph (1) is 
        appropriate, the Board of Governors may exempt a company, or any 
        transaction or transactions engaged in by such company, from the 
        requirements of paragraph (1).

[[Page 124 STAT. 1432]]

            (3) Off-balance-sheet activities defined.--For purposes of 
        this subsection, the term ``off-balance-sheet activities'' means 
        an existing liability of a company that is not currently a 
        balance sheet liability, but may become one upon the happening 
        of some future event, including the following transactions, to 
        the extent that they may create a liability:
                    (A) Direct credit substitutes in which a bank 
                substitutes its own credit for a third party, including 
                standby letters of credit.
                    (B) Irrevocable letters of credit that guarantee 
                repayment of commercial paper or tax-exempt securities.
                    (C) Risk participations in bankers' acceptances.
                    (D) Sale and repurchase agreements.
                    (E) Asset sales with recourse against the seller.
                    (F) Interest rate swaps.
                    (G) Credit swaps.
                    (H) Commodities contracts.
                    (I) Forward contracts.
                    (J) Securities contracts.
                    (K) Such other activities or transactions as the 
                Board of Governors may, by rule, define.
SEC. 166. <<NOTE: 12 USC 5366.>> EARLY REMEDIATION REQUIREMENTS.

    (a) In General.--The <<NOTE: Regulations.>> Board of Governors, in 
consultation with the Council and the Corporation, shall prescribe 
regulations establishing requirements to provide for the early 
remediation of financial distress of a nonbank financial company 
supervised by the Board of Governors or a bank holding company described 
in section 165(a), except that nothing in this subsection authorizes the 
provision of financial assistance from the Federal Government.

    (b) Purpose of the Early Remediation Requirements.--The purpose of 
the early remediation requirements under subsection (a) shall be to 
establish a series of specific remedial actions to be taken by a nonbank 
financial company supervised by the Board of Governors or a bank holding 
company described in section 165(a) that is experiencing increasing 
financial distress, in order to minimize the probability that the 
company will become insolvent and the potential harm of such insolvency 
to the financial stability of the United States.
    (c) Remediation Requirements.--The regulations prescribed by the 
Board of Governors under subsection (a) shall--
            (1) define measures of the financial condition of the 
        company, including regulatory capital, liquidity measures, and 
        other forward-looking indicators; and
            (2) establish requirements that increase in stringency as 
        the financial condition of the company declines, including--
                    (A) requirements in the initial stages of financial 
                decline, including limits on capital distributions, 
                acquisitions, and asset growth; and
                    (B) requirements at later stages of financial 
                decline, including a capital restoration plan and 
                capital-raising requirements, limits on transactions 
                with affiliates, management changes, and asset sales.
SEC. 167. <<NOTE: 12 USC 5367.>> AFFILIATIONS.

    (a) Affiliations.--Nothing in this subtitle shall be construed to 
require a nonbank financial company supervised by the Board

[[Page 124 STAT. 1433]]

of Governors, or a company that controls a nonbank financial company 
supervised by the Board of Governors, to conform the activities thereof 
to the requirements of section 4 of the Bank Holding Company Act of 1956 
(12 U.S.C. 1843).
    (b) Requirement.--
            (1) In general.--
                    (A) 
                Board <<NOTE: Deadline. Notification.>> authority.--If a 
                nonbank financial company supervised by the Board of 
                Governors conducts activities other than those that are 
                determined to be financial in nature or incidental 
                thereto under section 4(k) of the Bank Holding Company 
                Act of 1956, the Board of Governors may require such 
                company to establish and conduct all or a portion of 
                such activities that are determined to be financial in 
                nature or incidental thereto in or through an 
                intermediate holding company established pursuant to 
                regulation of the Board of Governors, not later than 90 
                days (or such longer period as the Board of Governors 
                may deem appropriate) after the date on which the 
                nonbank financial company supervised by the Board of 
                Governors is notified of the determination of the Board 
                of Governors under this section.
                    (B) Necessary actions.--Notwithstanding subparagraph 
                (A), the Board of Governors shall require a nonbank 
                financial company supervised by the Board of Governors 
                to establish an intermediate holding company if the 
                Board of Governors makes a determination that the 
                establishment of such intermediate holding company is 
                necessary to--
                          (i) appropriately supervise activities that 
                      are determined to be financial in nature or 
                      incidental thereto; or
                          (ii) to ensure that supervision by the Board 
                      of Governors does not extend to the commercial 
                      activities of such nonbank financial company.
            (2) Internal financial activities.--For purposes of this 
        subsection, activities that are determined to be financial in 
        nature or incidental thereto under section 4(k) of the Bank 
        Holding Company Act of 1956, as described in paragraph (1), 
        shall not include internal financial activities, including 
        internal treasury, investment, and employee benefit functions. 
        With respect to any internal financial activity engaged in for 
        the company or an affiliate and a non-affiliate of such company 
        during the year prior to the date of enactment of this Act, such 
        company (or an affiliate that is not an intermediate holding 
        company or subsidiary of an intermediate holding company) may 
        continue to engage in such activity, as long as not less than 2/
        3 of the assets or 2/3 of the revenues generated from the 
        activity are from or attributable to such company or an 
        affiliate, subject to review by the Board of Governors, to 
        determine whether engaging in such activity presents undue risk 
        to such company or to the financial stability of the United 
        States.
            (3) Source of strength.--A company that directly or 
        indirectly controls an intermediate holding company established 
        under this section shall serve as a source of strength to its 
        subsidiary intermediate holding company.
            (4) Parent company reports.--The Board of Governors may, 
        from time to time, require reports under oath from a

[[Page 124 STAT. 1434]]

        company that controls an intermediate holding company, and from 
        the appropriate officers or directors of such company, solely 
        for purposes of ensuring compliance with the provisions of this 
        section, including assessing the ability of the company to serve 
        as a source of strength to its subsidiary intermediate holding 
        company pursuant to paragraph (3) and enforcing such compliance.
            (5) Limited parent company enforcement.--
                    (A) In general.--In addition to any other authority 
                of the Board of Governors, the Board of Governors may 
                enforce compliance with the provisions of this 
                subsection that are applicable to any company described 
                in paragraph (1) that controls an intermediate holding 
                company under section 8 of the Federal Deposit Insurance 
                Act, and such company shall be subject to such section 
                (solely for such purposes) in the same manner and to the 
                same extent as if such company were a bank holding 
                company.
                    (B) Application of other act.--Any violation of this 
                subsection by any company that controls an intermediate 
                holding company may also be treated as a violation of 
                the Federal Deposit Insurance Act for purposes of 
                subparagraph (A).
                    (C) No effect on other authority.--No provision of 
                this paragraph shall be construed as limiting any 
                authority of the Board of Governors or any other Federal 
                agency under any other provision of law.

    (c) Regulations.--The Board of Governors--
            (1) shall <<NOTE: Criteria.>> promulgate regulations to 
        establish the criteria for determining whether to require a 
        nonbank financial company supervised by the Board of Governors 
        to establish an intermediate holding company under subsection 
        (b); and
            (2) may promulgate regulations to establish any restrictions 
        or limitations on transactions between an intermediate holding 
        company or a nonbank financial company supervised by the Board 
        of Governors and its affiliates, as necessary to prevent unsafe 
        and unsound practices in connection with transactions between 
        such company, or any subsidiary thereof, and its parent company 
        or affiliates that are not subsidiaries of such company, except 
        that such regulations shall not restrict or limit any 
        transaction in connection with the bona fide acquisition or 
        lease by an unaffiliated person of assets, goods, or services.
SEC. 168. <<NOTE: 12 USC 5368.>> REGULATIONS.

    The Board of Governors shall have authority to issue regulations to 
implement subtitles A and C and the amendments made thereunder. 
Except <<NOTE: Deadline.>> as otherwise specified in subtitle A or C, 
not later than 18 months after the effective date of this Act, the Board 
of Governors shall issue final regulations to implement subtitles A and 
C, and the amendments made thereunder.
SEC. 169. <<NOTE: 12 USC 5369.>> AVOIDING DUPLICATION.

    The Board of Governors shall take any action that the Board of 
Governors deems appropriate to avoid imposing requirements under this 
subtitle that are duplicative of requirements applicable to bank holding 
companies and nonbank financial companies under other provisions of law.

[[Page 124 STAT. 1435]]

SEC. 170. <<NOTE: 12 USC 5370.>> SAFE HARBOR.

    (a) Regulations.--The <<NOTE: Criteria.>> Board of Governors shall 
promulgate regulations on behalf of, and in consultation with, the 
Council setting forth the criteria for exempting certain types or 
classes of U.S. nonbank financial companies or foreign nonbank financial 
companies from supervision by the Board of Governors.

    (b) Considerations.--In developing the criteria under subsection 
(a), the Board of Governors shall take into account the factors for 
consideration described in subsections (a) and (b) of section 113 in 
determining whether a U.S. nonbank financial company or foreign nonbank 
financial company shall be supervised by the Board of Governors.
    (c) Rule of Construction.--Nothing in this section shall be 
construed to require supervision by the Board of Governors of a U.S. 
nonbank financial company or foreign nonbank financial company, if such 
company does not meet the criteria for exemption established under 
subsection (a).
    (d) Revisions.--
            (1) In <<NOTE: Review.>> general.--The Board of Governors 
        shall, in consultation with the Council, review the regulations 
        promulgated under subsection (a), not less frequently than every 
        5 years, and based upon the review, the Board of Governors may 
        revise such regulations on behalf of, and in consultation with, 
        the Council to update as necessary the criteria set forth in 
        such regulations.
            (2) Transition period.--No revisions under paragraph (1) 
        shall take effect before the end of the 2-year period after the 
        date of publication of such revisions in final form.

    (e) Report.--The Chairman of the Board of Governors and the 
Chairperson of the Council shall submit a joint report to the Committee 
on Banking, Housing, and Urban Affairs of the Senate and the Committee 
on Financial Services of the House of Representatives not later than 30 
days after the date of the issuance in final form of regulations under 
subsection (a), or any subsequent revision to such regulations under 
subsection (d), as applicable. Such report shall include, at a minimum, 
the rationale for exemption and empirical evidence to support the 
criteria for exemption.
SEC. 171. <<NOTE: 12 USC 5371.>> LEVERAGE AND RISK-BASED CAPITAL 
                        REQUIREMENTS.

    (a) Definitions.--For purposes of this section, the following 
definitions shall apply:
            (1) Generally applicable leverage capital requirements.--The 
        term ``generally applicable leverage capital requirements'' 
        means--
                    (A) the minimum ratios of tier 1 capital to average 
                total assets, as established by the appropriate Federal 
                banking agencies to apply to insured depository 
                institutions under the prompt corrective action 
                regulations implementing section 38 of the Federal 
                Deposit Insurance Act, regardless of total consolidated 
                asset size or foreign financial exposure; and
                    (B) includes the regulatory capital components in 
                the numerator of that capital requirement, average total 
                assets in the denominator of that capital requirement, 
                and the required ratio of the numerator to the 
                denominator.

[[Page 124 STAT. 1436]]

            (2) Generally applicable risk-based capital requirements.--
        The term ``generally applicable risk-based capital 
        requirements'' means--
                    (A) the risk-based capital requirements, as 
                established by the appropriate Federal banking agencies 
                to apply to insured depository institutions under the 
                prompt corrective action regulations implementing 
                section 38 of the Federal Deposit Insurance Act, 
                regardless of total consolidated asset size or foreign 
                financial exposure; and
                    (B) includes the regulatory capital components in 
                the numerator of those capital requirements, the risk-
                weighted assets in the denominator of those capital 
                requirements, and the required ratio of the numerator to 
                the denominator.
            (3) Definition of depository institution holding company.--
        The term ``depository institution holding company'' means a bank 
        holding company or a savings and loan holding company (as those 
        terms are defined in section 3 of the Federal Deposit Insurance 
        Act) that is organized in the United States, including any bank 
        or savings and loan holding company that is owned or controlled 
        by a foreign organization, but does not include the foreign 
        organization.

    (b) Minimum Capital Requirements.--
            (1) Minimum leverage capital requirements.--The appropriate 
        Federal banking agencies shall establish minimum leverage 
        capital requirements on a consolidated basis for insured 
        depository institutions, depository institution holding 
        companies, and nonbank financial companies supervised by the 
        Board of Governors. The minimum leverage capital requirements 
        established under this paragraph shall not be less than the 
        generally applicable leverage capital requirements, which shall 
        serve as a floor for any capital requirements that the agency 
        may require, nor quantitatively lower than the generally 
        applicable leverage capital requirements that were in effect for 
        insured depository institutions as of the date of enactment of 
        this Act.
            (2) Minimum risk-based capital requirements.--The 
        appropriate Federal banking agencies shall establish minimum 
        risk-based capital requirements on a consolidated basis for 
        insured depository institutions, depository institution holding 
        companies, and nonbank financial companies supervised by the 
        Board of Governors. The minimum risk-based capital requirements 
        established under this paragraph shall not be less than the 
        generally applicable risk-based capital requirements, which 
        shall serve as a floor for any capital requirements that the 
        agency may require, nor quantitatively lower than the generally 
        applicable risk-based capital requirements that were in effect 
        for insured depository institutions as of the date of enactment 
        of this Act.
            (3) Investments in financial subsidiaries.--For purposes of 
        this section, investments in financial subsidiaries that insured 
        depository institutions are required to deduct from regulatory 
        capital under section 5136A of the Revised Statutes of the 
        United States or section 46(a)(2) of the Federal Deposit 
        Insurance Act need not be deducted from regulatory capital by 
        depository institution holding companies or nonbank financial 
        companies supervised by the Board of Governors, unless such 
        capital deduction is required by the Board of Governors

[[Page 124 STAT. 1437]]

        or the primary financial regulatory agency in the case of 
        nonbank financial companies supervised by the Board of 
        Governors.
            (4) Effective dates and phase-in periods.--
                    (A) Debt or equity instruments on or after may 19, 
                2010.--For debt or equity instruments issued on or after 
                May 19, 2010, by depository institution holding 
                companies or by nonbank financial companies supervised 
                by the Board of Governors, this section shall be deemed 
                to have become effective as of May 19, 2010.
                    (B) Debt or equity instruments issued before may 19, 
                2010.--For debt or equity instruments issued before May 
                19, 2010, by depository institution holding companies or 
                by nonbank financial companies supervised by the Board 
                of Governors, any regulatory capital deductions required 
                under this section shall be phased in incrementally over 
                a period of 3 years, with the phase-in period to begin 
                on January 1, 2013, except as set forth in subparagraph 
                (C).
                    (C) Debt or equity instruments of smaller 
                institutions.--For debt or equity instruments issued 
                before May 19, 2010, by depository institution holding 
                companies with total consolidated assets of less than 
                $15,000,000,000 as of December 31, 2009, and by 
                organizations that were mutual holding companies on May 
                19, 2010, the capital deductions that would be required 
                for other institutions under this section are not 
                required as a result of this section.
                    (D) Depository institution holding companies not 
                previously supervised by the board of governors.--For 
                any depository institution holding company that was not 
                supervised by the Board of Governors as of May 19, 2010, 
                the requirements of this section, except as set forth in 
                subparagraphs (A) and (B), shall be effective 5 years 
                after the date of enactment of this Act
                    (E) Certain bank holding company subsidiaries of 
                foreign banking organizations.--For bank holding company 
                subsidiaries of foreign banking organizations that have 
                relied on Supervision and Regulation Letter SR-01-1 
                issued by the Board of Governors (as in effect on May 
                19, 2010), the requirements of this section, except as 
                set forth in subparagraph (A), shall be effective 5 
                years after the date of enactment of this Act.
            (5) Exceptions.--This section shall not apply to--
                    (A) debt or equity instruments issued to the United 
                States or any agency or instrumentality thereof pursuant 
                to the Emergency Economic Stabilization Act of 2008, and 
                prior to October 4, 2010;
                    (B) any Federal home loan bank; or
                    (C) any small bank holding company that is subject 
                to the Small Bank Holding Company Policy Statement of 
                the Board of Governors, as in effect on May 19, 2010.
            (6) Study and report on small institution access to 
        capital.--
                    (A) Study required.--The Comptroller General of the 
                United States, after consultation with the Federal 
                banking

[[Page 124 STAT. 1438]]

                agencies, shall conduct a study of access to capital by 
                smaller insured depository institutions.
                    (B) Scope.--For <<NOTE: Definition.>> purposes of 
                this study required by subparagraph (A), the term 
                ``smaller insured depository institution'' means an 
                insured depository institution with total consolidated 
                assets of $5,000,000,000 or less.
                    (C) Report to congress.--Not later than 18 months 
                after the date of enactment of this Act, the Comptroller 
                General of the United States shall submit to the 
                Committee on Banking, Housing, and Urban Affairs of the 
                Senate and the Committee on Financial Services of the 
                House of Representatives a report summarizing the 
                results of the study conducted under subparagraph (A), 
                together with any recommendations for legislative or 
                regulatory action that would enhance the access to 
                capital of smaller insured depository institutions, in a 
                manner that is consistent with safe and sound banking 
                operations.
            (7) Capital requirements to address activities that pose 
        risks to the financial system.--
                    (A) In general.--Subject to the recommendations of 
                the Council, in accordance with section 120, the Federal 
                banking agencies shall develop capital requirements 
                applicable to insured depository institutions, 
                depository institution holding companies, and nonbank 
                financial companies supervised by the Board of Governors 
                that address the risks that the activities of such 
                institutions pose, not only to the institution engaging 
                in the activity, but to other public and private 
                stakeholders in the event of adverse performance, 
                disruption, or failure of the institution or the 
                activity.
                    (B) Content.--Such rules shall address, at a 
                minimum, the risks arising from--
                          (i) significant volumes of activity in 
                      derivatives, securitized products purchased and 
                      sold, financial guarantees purchased and sold, 
                      securities borrowing and lending, and repurchase 
                      agreements and reverse repurchase agreements;
                          (ii) concentrations in assets for which the 
                      values presented in financial reports are based on 
                      models rather than historical cost or prices 
                      deriving from deep and liquid 2-way markets; and
                          (iii) concentrations in market share for any 
                      activity that would substantially disrupt 
                      financial markets if the institution is forced to 
                      unexpectedly cease the activity.
SEC. 172. EXAMINATION AND ENFORCEMENT ACTIONS FOR INSURANCE AND 
                        ORDERLY LIQUIDATION PURPOSES.

    (a) Examinations for Insurance and Resolution Purposes.--Section 
10(b)(3) of the Federal Deposit Insurance Act (12 U.S.C. 1820(b)(3)) is 
amended--
            (1) by striking ``In addition'' and inserting the following:
                    ``(A) In general.--In addition''; and
            (2) by striking ``whenever the board of directors 
        determines'' and all that follows through the period and 
        inserting the following: ``or nonbank financial company 
        supervised by the Board of Governors or a bank holding company 
        described in section

[[Page 124 STAT. 1439]]

        165(a) of the Financial Stability Act of 2010, whenever the 
        Board of Directors determines that a special examination of any 
        such depository institution is necessary to determine the 
        condition of such depository institution for insurance purposes, 
        or of such nonbank financial company supervised by the Board of 
        Governors or bank holding company described in section 165(a) of 
        the Financial Stability Act of 2010, for the purpose of 
        implementing its authority to provide for orderly liquidation of 
        any such company under title II of that Act, provided that such 
        authority may not be used with respect to any such company that 
        is in a generally sound condition.
                    ``(B) Limitation.--
                Before <<NOTE: Review.>> conducting a special 
                examination of a nonbank financial company supervised by 
                the Board of Governors or a bank holding company 
                described in section 165(a) of the Financial Stability 
                Act of 2010, the Corporation shall review any available 
                and acceptable resolution plan that the company has 
                submitted in accordance with section 165(d) of that Act, 
                consistent with the nonbinding effect of such plan, and 
                available reports of examination, and shall coordinate 
                to the maximum extent practicable with the Board of 
                Governors, in order to minimize duplicative or 
                conflicting examinations.''.

    (b) Enforcement Authority.--Section 8(t) of the Federal Deposit 
Insurance Act (12 U.S.C. 1818(t)) is amended--
            (1) in paragraph (1), by inserting ``, any depository 
        institution holding company,'' before ``or any institution-
        affiliated party'';
            (2) in paragraph (2)--
                    (A) by striking ``or'' at the end of subparagraph 
                (B);
                    (B) at the end of subparagraph (C), by striking the 
                period and inserting ``or''; and
                    (C) by inserting at the end the following new 
                subparagraph:
                    ``(D) the conduct or threatened conduct (including 
                any acts or omissions) of the depository institution 
                holding company poses a risk to the Deposit Insurance 
                Fund, provided that such authority may not be used with 
                respect to a depository institution holding company that 
                is in generally sound condition and whose conduct does 
                not pose a foreseeable and material risk of loss to the 
                Deposit Insurance Fund;''; and
            (3) by adding at the end the following:
            ``(6) Powers and duties with respect to depository 
        institution holding companies.--For purposes of exercising the 
        backup authority provided in this subsection--
                    ``(A) the Corporation shall have the same powers 
                with respect to a depository institution holding company 
                and its affiliates as the appropriate Federal banking 
                agency has with respect to the holding company and its 
                affiliates; and
                    ``(B) the holding company and its affiliates shall 
                have the same duties and obligations with respect to the 
                Corporation as the holding company and its affiliates 
                have with respect to the appropriate Federal banking 
                agency.''.

    (c) Rule <<NOTE: 12 USC 5372.>> of Construction.--Nothing in this 
Act shall be construed to limit or curtail the Corporation's current 
authority to

[[Page 124 STAT. 1440]]

examine or bring enforcement actions with respect to any insured 
depository institution or institution-affiliated party.
SEC. 173. ACCESS TO UNITED STATES FINANCIAL MARKET BY FOREIGN 
                        INSTITUTIONS.

    (a) Establishment of Foreign Bank Offices in the United States.--
Section 7(d)(3) of the International Banking Act of 1978 (12 U.S.C. 
3105(d)(3)) is amended--
            (1) in subparagraph (C), by striking ``and'' at the end;
            (2) in subparagraph (D), by striking the period at the end 
        of and inserting ``; and''; and
            (3) by adding at the end the following new subparagraph:
                    ``(E) for a foreign bank that presents a risk to the 
                stability of United States financial system, whether the 
                home country of the foreign bank has adopted, or is 
                making demonstrable progress toward adopting, an 
                appropriate system of financial regulation for the 
                financial system of such home country to mitigate such 
                risk.''.

    (b) Termination of Foreign Bank Offices in the United States.--
Section 7(e)(1) of the International Banking Act of 1978 (12 U.S.C. 
3105(e)(1)) is amended--
            (1) in subparagraph (A), by striking ``or'' at the end;
            (2) in subparagraph (B), by striking the period at the end 
        of and inserting ``; or''; and
            (3) by inserting after subparagraph (B), the following new 
        subparagraph:
                    ``(C) for a foreign bank that presents a risk to the 
                stability of the United States financial system, the 
                home country of the foreign bank has not adopted, or 
                made demonstrable progress toward adopting, an 
                appropriate system of financial regulation to mitigate 
                such risk.''.

    (c) Registration or Succession to a United States Broker or Dealer 
and Termination of Such Registration.--Section 15 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78o) is amended by adding at the end the 
following new subsections:
    ``(k) Registration or Succession to a United States Broker or 
Dealer.--In determining whether to permit a foreign person or an 
affiliate of a foreign person to register as a United States broker or 
dealer, or succeed to the registration of a United States broker or 
dealer, the Commission may consider whether, for a foreign person, or an 
affiliate of a foreign person that presents a risk to the stability of 
the United States financial system, the home country of the foreign 
person has adopted, or made demonstrable progress toward adopting, an 
appropriate system of financial regulation to mitigate such risk.
    ``(l) Termination of a United States Broker or Dealer.--For a 
foreign person or an affiliate of a foreign person that presents such a 
risk to the stability of the United States financial system, the 
Commission may determine to terminate the registration of such foreign 
person or an affiliate of such foreign person as a broker or dealer in 
the United States, if the Commission determines that the home country of 
the foreign person has not adopted, or made demonstrable progress toward 
adopting, an appropriate system of financial regulation to mitigate such 
risk.''.

[[Page 124 STAT. 1441]]

SEC. 174. STUDIES AND REPORTS ON HOLDING COMPANY CAPITAL 
                        REQUIREMENTS.

    (a) Study of Hybrid Capital Instruments.--The Comptroller General of 
the United States, in consultation with the Board of Governors, the 
Comptroller of the Currency, and the Corporation, shall conduct a study 
of the use of hybrid capital instruments as a component of Tier 1 
capital for banking institutions and bank holding companies. The study 
shall consider--
            (1) the current use of hybrid capital instruments, such as 
        trust preferred shares, as a component of Tier 1 capital;
            (2) the differences between the components of capital 
        permitted for insured depository institutions and those 
        permitted for companies that control insured depository 
        institutions;
            (3) the benefits and risks of allowing such instruments to 
        be used to comply with Tier 1 capital requirements;
            (4) the economic impact of prohibiting the use of such 
        capital instruments for Tier 1;
            (5) a review of the consequences of disqualifying trust 
        preferred instruments, and whether it could lead to the failure 
        or undercapitalization of existing banking organizations;
            (6) the international competitive implications prohibiting 
        hybrid capital instruments for Tier 1;
            (7) the impact on the cost and availability of credit in the 
        United States from such a prohibition;
            (8) the availability of capital for financial institutions 
        with less than $10,000,000,000 in total assets; and
            (9) any other relevant factors relating to the safety and 
        soundness of our financial system and potential economic impact 
        of such a prohibition.

    (b) Study of Foreign Bank Intermediate Holding Company Capital 
Requirements.--The Comptroller General of the United States, in 
consultation with the Secretary, the Board of Governors, the Comptroller 
of the Currency, and the Corporation, shall conduct a study of capital 
requirements applicable to United States intermediate holding companies 
of foreign banks that are bank holding companies or savings and loan 
holding companies. The study shall consider--
            (1) current Board of Governors policy regarding the 
        treatment of intermediate holding companies;
            (2) the principle of national treatment and equality of 
        competitive opportunity for foreign banks operating in the 
        United States;
            (3) the extent to which foreign banks are subject on a 
        consolidated basis to home country capital standards comparable 
        to United States capital standards;
            (4) potential effects on United States banking organizations 
        operating abroad of changes to United States policy regarding 
        intermediate holding companies;
            (5) the impact on the cost and availability of credit in the 
        United States from a change in United States policy regarding 
        intermediate holding companies; and
            (6) any other relevant factors relating to the safety and 
        soundness of our financial system and potential economic impact 
        of such a prohibition.

    (c) Report.--Not later than 18 months after the date of enactment of 
this Act, the Comptroller General of the United States shall submit 
reports to the Committee on Banking, Housing, and

[[Page 124 STAT. 1442]]

Urban Affairs of the Senate and the Committee on Financial Services of 
the House of Representatives summarizing the results of the studies 
required under subsection (a). The reports shall include specific 
recommendations for legislative or regulatory action regarding the 
treatment of hybrid capital instruments, including trust preferred 
shares, and shall explain the basis for such recommendations.
SEC. 175. <<NOTE: Consultation. 12 USC 5373.>> INTERNATIONAL 
                        POLICY COORDINATION.

    (a) By the President.--The President, or a designee of the 
President, may coordinate through all available international policy 
channels, similar policies as those found in United States law relating 
to limiting the scope, nature, size, scale, concentration, and 
interconnectedness of financial companies, in order to protect financial 
stability and the global economy.
    (b) By the Council.--The Chairperson of the Council, in consultation 
with the other members of the Council, shall regularly consult with the 
financial regulatory entities and other appropriate organizations of 
foreign governments or international organizations on matters relating 
to systemic risk to the international financial system.
    (c) By the Board of Governors and the Secretary.--The Board of 
Governors and the Secretary shall consult with their foreign 
counterparts and through appropriate multilateral organizations to 
encourage comprehensive and robust prudential supervision and regulation 
for all highly leveraged and interconnected financial companies.
SEC. 176. <<NOTE: 12 USC 5374.>> RULE OF CONSTRUCTION.

    No regulation or standard imposed under this title may be construed 
in a manner that would lessen the stringency of the requirements of any 
applicable primary financial regulatory agency or any other Federal or 
State agency that are otherwise applicable. This title, and the rules 
and regulations or orders prescribed pursuant to this title, do not 
divest any such agency of any authority derived from any other 
applicable law.

                 TITLE II--ORDERLY LIQUIDATION AUTHORITY

SEC. 201. <<NOTE: 12 USC 5381.>> DEFINITIONS.

    (a) In General.--In this title, the following definitions shall 
apply:
            (1) Administrative expenses of the receiver.--The term 
        ``administrative expenses of the receiver'' includes--
                    (A) the actual, necessary costs and expenses 
                incurred by the Corporation as receiver for a covered 
                financial company in liquidating a covered financial 
                company; and
                    (B) any obligations that the Corporation as receiver 
                for a covered financial company determines are necessary 
                and appropriate to facilitate the smooth and orderly 
                liquidation of the covered financial company.
            (2) Bankruptcy code.--The term ``Bankruptcy Code'' means 
        title 11, United States Code.
            (3) Bridge financial company.--The term ``bridge financial 
        company'' means a new financial company organized by

[[Page 124 STAT. 1443]]

        the Corporation in accordance with section 210(h) for the 
        purpose of resolving a covered financial company.
            (4) Claim.--The term ``claim'' means any right to payment, 
        whether or not such right is reduced to judgment, liquidated, 
        unliquidated, fixed, contingent, matured, unmatured, disputed, 
        undisputed, legal, equitable, secured, or unsecured.
            (5) Company.--The term ``company'' has the same meaning as 
        in section 2(b) of the Bank Holding Company Act of 1956 (12 
        U.S.C. 1841(b)), except that such term includes any company 
        described in paragraph (11), the majority of the securities of 
        which are owned by the United States or any State.
            (6) Court.--The term ``Court'' means the United States 
        District Court for the District of Columbia, unless the context 
        otherwise requires.
            (7) Covered broker or dealer.--The term ``covered broker or 
        dealer'' means a covered financial company that is a broker or 
        dealer that--
                    (A) is registered with the Commission under section 
                15(b) of the Securities Exchange Act of 1934 (15 U.S.C. 
                78o(b)); and
                    (B) is a member of SIPC.
            (8) Covered financial company.--The term ``covered financial 
        company''--
                    (A) means a financial company for which a 
                determination has been made under section 203(b); and
                    (B) does not include an insured depository 
                institution.
            (9) Covered subsidiary.--The term ``covered subsidiary'' 
        means a subsidiary of a covered financial company, other than--
                    (A) an insured depository institution;
                    (B) an insurance company; or
                    (C) a covered broker or dealer.
            (10) Definitions relating to covered brokers and dealers.--
        The terms ``customer'', ``customer name securities'', ``customer 
        property'', and ``net equity'' in the context of a covered 
        broker or dealer, have the same meanings as in section 16 of the 
        Securities Investor Protection Act of 1970 (15 U.S.C. 78lll).
            (11) Financial company.--The term ``financial company'' 
        means any company that--
                    (A) is incorporated or organized under any provision 
                of Federal law or the laws of any State;
                    (B) is--
                          (i) a bank holding company, as defined in 
                      section 2(a) of the Bank Holding Company Act of 
                      1956 (12 U.S.C. 1841(a));
                          (ii) a nonbank financial company supervised by 
                      the Board of Governors;
                          (iii) any company that is predominantly 
                      engaged in activities that the Board of Governors 
                      has determined are financial in nature or 
                      incidental thereto for purposes of section 4(k) of 
                      the Bank Holding Company Act of 1956 (12 U.S.C. 
                      1843(k)) other than a company described in clause 
                      (i) or (ii); or
                          (iv) any subsidiary of any company described 
                      in any of clauses (i) through (iii) that is 
                      predominantly engaged in activities that the Board 
                      of Governors has

[[Page 124 STAT. 1444]]

                      determined are financial in nature or incidental 
                      thereto for purposes of section 4(k) of the Bank 
                      Holding Company Act of 1956 (12 U.S.C. 1843(k)) 
                      (other than a subsidiary that is an insured 
                      depository institution or an insurance company); 
                      and
                    (C) is not a Farm Credit System institution 
                chartered under and subject to the provisions of the 
                Farm Credit Act of 1971, as amended (12 U.S.C. 2001 et 
                seq.), a governmental entity, or a regulated entity, as 
                defined under section 1303(20) of the Federal Housing 
                Enterprises Financial Safety and Soundness Act of 1992 
                (12 U.S.C. 4502(20)).
            (12) Fund.--The term ``Fund'' means the Orderly Liquidation 
        Fund established under section 210(n).
            (13) Insurance company.--The term ``insurance company'' 
        means any entity that is--
                    (A) engaged in the business of insurance;
                    (B) subject to regulation by a State insurance 
                regulator; and
                    (C) covered by a State law that is designed to 
                specifically deal with the rehabilitation, liquidation, 
                or insolvency of an insurance company.
            (14) Nonbank financial company.--The term ``nonbank 
        financial company'' has the same meaning as in section 
        102(a)(4)(C).
            (15) Nonbank financial company supervised by the board of 
        governors.--The term ``nonbank financial company supervised by 
        the Board of Governors'' has the same meaning as in section 
        102(a)(4)(D).
            (16) SIPC.--The term ``SIPC'' means the Securities Investor 
        Protection Corporation.

    (b) Definitional <<NOTE: Regulations.>> Criteria.--For purpose of 
the definition of the term ``financial company'' under subsection 
(a)(11), no company shall be deemed to be predominantly engaged in 
activities that the Board of Governors has determined are financial in 
nature or incidental thereto for purposes of section 4(k) of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1843(k)), if the consolidated 
revenues of such company from such activities constitute less than 85 
percent of the total consolidated revenues of such company, as the 
Corporation, in consultation with the Secretary, shall establish by 
regulation. In determining whether a company is a financial company 
under this title, the consolidated revenues derived from the ownership 
or control of a depository institution shall be included.
SEC. 202. <<NOTE: 12 USC 5382.>> JUDICIAL REVIEW.

    (a) Commencement of Orderly Liquidation.--
            (1) Petition to district court.--
                    (A) District court review.--
                          (i) Petition to district court.--
                      Subsequent <<NOTE: Notification.>> to a 
                      determination by the Secretary under section 203 
                      that a financial company satisfies the criteria in 
                      section 203(b), the Secretary shall notify the 
                      Corporation and the covered financial 
                      company. <<NOTE: Appointment.>> If the board of 
                      directors (or body performing similar functions) 
                      of the covered financial company acquiesces or 
                      consents to the appointment of the Corporation as 
                      receiver, the Secretary shall appoint the 
                      Corporation as receiver. If

[[Page 124 STAT. 1445]]

                      the board of directors (or body performing similar 
                      functions) of the covered financial company does 
                      not acquiesce or consent to the appointment of the 
                      Corporation as receiver, the Secretary shall 
                      petition the United States District Court for the 
                      District of Columbia for an order authorizing the 
                      Secretary to appoint the Corporation as receiver.
                          (ii) Form and content of order.--The Secretary 
                      shall present all relevant findings and the 
                      recommendation made pursuant to section 203(a) to 
                      the Court. The petition shall be filed under seal.
                          (iii) Determination.--On a strictly 
                      confidential basis, and without any prior public 
                      disclosure, the Court, after notice to the covered 
                      financial company and a hearing in which the 
                      covered financial company may oppose the petition, 
                      shall determine whether the determination of the 
                      Secretary that the covered financial company is in 
                      default or in danger of default and satisfies the 
                      definition of a financial company under section 
                      201(a)(11) is arbitrary and capricious.
                          (iv) Issuance of order.--If the Court 
                      determines that the determination of the Secretary 
                      that the covered financial company is in default 
                      or in danger of default and satisfies the 
                      definition of a financial company under section 
                      201(a)(11)--
                                    (I) is not arbitrary and capricious, 
                                the Court shall issue an order 
                                immediately authorizing the Secretary to 
                                appoint the Corporation as receiver of 
                                the covered financial company; or
                                    (II) is arbitrary and capricious, 
                                the Court shall immediately provide to 
                                the Secretary a written statement of 
                                each reason supporting its 
                                determination, and afford the Secretary 
                                an immediate opportunity to amend and 
                                refile the petition under clause (i).
                          (v) Petition granted by operation of law.--If 
                      the Court does not make a determination within 24 
                      hours of receipt of the petition--
                                    (I) the petition shall be granted by 
                                operation of law;
                                    (II) the Secretary shall appoint the 
                                Corporation as receiver; and
                                    (III) liquidation under this title 
                                shall automatically and without further 
                                notice or action be commenced and the 
                                Corporation may immediately take all 
                                actions authorized under this title.
                    (B) Effect of determination.--The determination of 
                the Court under subparagraph (A) shall be final, and 
                shall be subject to appeal only in accordance with 
                paragraph (2). The decision shall not be subject to any 
                stay or injunction pending appeal. 
                Upon <<NOTE: Records.>> conclusion of its proceedings 
                under subparagraph (A), the Court shall provide 
                immediately for the record a written statement of each 
                reason supporting the decision of the Court, and shall 
                provide copies thereof to the Secretary and the covered 
                financial company.

[[Page 124 STAT. 1446]]

                    (C) Criminal penalties.--A person who recklessly 
                discloses a determination of the Secretary under section 
                203(b) or a petition of the Secretary under subparagraph 
                (A), or the pendency of court proceedings as provided 
                for under subparagraph (A), shall be fined not more than 
                250,000, or imprisoned for not more than 5 years, or 
                both.
            (2) Appeal of decisions of the district court.--
                    (A) Appeal to court of appeals.--
                          (i) In general.--
                      Subject <<NOTE: Deadline.>> to clause (ii), the 
                      United States Court of Appeals for the District of 
                      Columbia Circuit shall have jurisdiction of an 
                      appeal of a final decision of the Court filed by 
                      the Secretary or a covered financial company, 
                      through its board of directors, notwithstanding 
                      section 210(a)(1)(A)(i), not later than 30 days 
                      after the date on which the decision of the Court 
                      is rendered or deemed rendered under this 
                      subsection.
                          (ii) Condition of jurisdiction.--The Court of 
                      Appeals shall have jurisdiction of an appeal by a 
                      covered financial company only if the covered 
                      financial company did not acquiesce or consent to 
                      the appointment of a receiver by the Secretary 
                      under paragraph (1)(A).
                          (iii) Expedition.--The Court of Appeals shall 
                      consider any appeal under this subparagraph on an 
                      expedited basis.
                          (iv) Scope of review.--For an appeal taken 
                      under this subparagraph, review shall be limited 
                      to whether the determination of the Secretary that 
                      a covered financial company is in default or in 
                      danger of default and satisfies the definition of 
                      a financial company under section 201(a)(11) is 
                      arbitrary and capricious.
                    (B) Appeal to the supreme court.--
                          (i) In <<NOTE: Deadline.>> general.--A 
                      petition for a writ of certiorari to review a 
                      decision of the Court of Appeals under 
                      subparagraph (A) may be filed by the Secretary or 
                      the covered financial company, through its board 
                      of directors, notwithstanding section 
                      210(a)(1)(A)(i), with the Supreme Court of the 
                      United States, not later than 30 days after the 
                      date of the final decision of the Court of 
                      Appeals, and the Supreme Court shall have 
                      discretionary jurisdiction to review such 
                      decision.
                          (ii) Written statement.--
                      In <<NOTE: Records.>> the event of a petition 
                      under clause (i), the Court of Appeals shall 
                      immediately provide for the record a written 
                      statement of each reason for its decision.
                          (iii) Expedition.--The Supreme Court shall 
                      consider any petition under this subparagraph on 
                      an expedited basis.
                          (iv) Scope of review.--Review by the Supreme 
                      Court under this subparagraph shall be limited to 
                      whether the determination of the Secretary that 
                      the covered financial company is in default or in 
                      danger of default and satisfies the definition of 
                      a financial company under section 201(a)(11) is 
                      arbitrary and capricious.

    (b) Establishment and Transmittal of Rules and Procedures.--

[[Page 124 STAT. 1447]]

            (1) In general.--Not <<NOTE: Deadline.>> later than 6 months 
        after the date of enactment of this Act, the Court shall 
        establish such rules and procedures as may be necessary to 
        ensure the orderly conduct of proceedings, including rules and 
        procedures to ensure that the 24-hour deadline is met and that 
        the Secretary shall have an ongoing opportunity to amend and 
        refile petitions under subsection (a)(1).
            (2) Publication of rules.--The rules and procedures 
        established under paragraph (1), and any modifications of such 
        rules and procedures, shall be recorded and shall be transmitted 
        to--
                    (A) the Committee on the Judiciary of the Senate;
                    (B) the Committee on Banking, Housing, and Urban 
                Affairs of the Senate;
                    (C) the Committee on the Judiciary of the House of 
                Representatives; and
                    (D) the Committee on Financial Services of the House 
                of Representatives.

    (c) Provisions Applicable to Financial Companies.--
            (1) Bankruptcy code.--Except as provided in this subsection, 
        the provisions of the Bankruptcy Code and rules issued 
        thereunder or otherwise applicable insolvency law, and not the 
        provisions of this title, shall apply to financial companies 
        that are not covered financial companies for which the 
        Corporation has been appointed as receiver.
            (2) This title.--The provisions of this title shall 
        exclusively apply to and govern all matters relating to covered 
        financial companies for which the Corporation is appointed as 
        receiver, and no provisions of the Bankruptcy Code or the rules 
        issued thereunder shall apply in such cases, except as expressly 
        provided in this title.

    (d) Time Limit on Receivership Authority.--
            (1) Baseline period.--Any appointment of the Corporation as 
        receiver under this section shall terminate at the end of the 3-
        year period beginning on the date on which such appointment is 
        made.
            (2) Extension of time limit.--
        The <<NOTE: Certification.>> time limit established in paragraph 
        (1) may be extended by the Corporation for up to 1 additional 
        year, if the Chairperson of the Corporation determines and 
        certifies in writing to the Committee on Banking, Housing, and 
        Urban Affairs of the Senate and the Committee on Financial 
        Services of the House of Representatives that continuation of 
        the receivership is necessary--
                    (A) to--
                          (i) maximize the net present value return from 
                      the sale or other disposition of the assets of the 
                      covered financial company; or
                          (ii) minimize the amount of loss realized upon 
                      the sale or other disposition of the assets of the 
                      covered financial company; and
                    (B) to protect the stability of the financial system 
                of the United States.
            (3) Second extension of time limit.--
                    (A) In general.--The time limit under this 
                subsection, as extended under paragraph (2), may be 
                extended for

[[Page 124 STAT. 1448]]

                up to 1 additional year, if the Chairperson of the 
                Corporation, with the concurrence of the Secretary, 
                submits the certifications described in paragraph (2).
                    (B) Additional report required.--Not later than 30 
                days after the date of commencement of the extension 
                under subparagraph (A), the Corporation shall submit a 
                report to the Committee on Banking, Housing, and Urban 
                Affairs of the Senate and the Committee on Financial 
                Services of the House of Representatives describing the 
                need for the extension and the specific plan of the 
                Corporation to conclude the receivership before the end 
                of the second extension.
            (4) Ongoing litigation.--The <<NOTE: Deadline. Termination 
        date.>> time limit under this subsection, as extended under 
        paragraph (3), may be further extended solely for the purpose of 
        completing ongoing litigation in which the Corporation as 
        receiver is a party, provided that the appointment of the 
        Corporation as receiver shall terminate not later than 90 days 
        after the date of completion of such litigation, if--
                    (A) the Council determines that the Corporation used 
                its best efforts to conclude the receivership in 
                accordance with its plan before the end of the time 
                limit described in paragraph (3);
                    (B) the Council determines that the completion of 
                longer-term responsibilities in the form of ongoing 
                litigation justifies the need for an extension; and
                    (C) <<NOTE: Reports. Deadline.>> the Corporation 
                submits a report approved by the Council not later than 
                30 days after the date of the determinations by the 
                Council under subparagraphs (A) and (B) to the Committee 
                on Banking, Housing, and Urban Affairs of the Senate and 
                the Committee on Financial Services of the House of 
                Representatives, describing--
                          (i) the ongoing litigation justifying the need 
                      for an extension; and
                          (ii) the specific plan of the Corporation to 
                      complete the litigation and conclude the 
                      receivership.
            (5) Regulations.--The Corporation may issue regulations 
        governing the termination of receiverships under this title.
            (6) No liability.--The Corporation and the Deposit Insurance 
        Fund shall not be liable for unresolved claims arising from the 
        receivership after the termination of the receivership.

    (e) Study of Bankruptcy and Orderly Liquidation Process for 
Financial Companies.--
            (1) Study.--
                    (A) In general.--The Administrative Office of the 
                United States Courts and the Comptroller General of the 
                United States shall each monitor the activities of the 
                Court, and each such Office shall conduct separate 
                studies regarding the bankruptcy and orderly liquidation 
                process for financial companies under the Bankruptcy 
                Code.
                    (B) Issues to be studied.--
                In <<NOTE: Evaluation.>> conducting the study under 
                subparagraph (A), the Administrative Office of the 
                United States Courts and the Comptroller General of the 
                United States each shall evaluate--
                          (i) the effectiveness of chapter 7 or chapter 
                      11 of the Bankruptcy Code in facilitating the 
                      orderly liquidation or reorganization of financial 
                      companies;

[[Page 124 STAT. 1449]]

                          (ii) ways to maximize the efficiency and 
                      effectiveness of the Court; and
                          (iii) ways to make the orderly liquidation 
                      process under the Bankruptcy Code for financial 
                      companies more effective.
            (2) Reports.--Not later than 1 year after the date of 
        enactment of this Act, in each successive year until the third 
        year, and every fifth year after that date of enactment, the 
        Administrative Office of the United States Courts and the 
        Comptroller General of the United States shall submit to the 
        Committee on Banking, Housing, and Urban Affairs and the 
        Committee on the Judiciary of the Senate and the Committee on 
        Financial Services and the Committee on the Judiciary of the 
        House of Representatives separate reports summarizing the 
        results of the studies conducted under paragraph (1).

    (f) Study of International Coordination Relating to Bankruptcy 
Process for Financial Companies.--
            (1) Study.--
                    (A) In general.--The Comptroller General of the 
                United States shall conduct a study regarding 
                international coordination relating to the orderly 
                liquidation of financial companies under the Bankruptcy 
                Code.
                    (B) Issues to be studied.--In conducting the study 
                under subparagraph (A), the Comptroller General of the 
                United States shall evaluate, with respect to the 
                bankruptcy process for financial companies--
                          (i) the extent to which international 
                      coordination currently exists;
                          (ii) current mechanisms and structures for 
                      facilitating international cooperation;
                          (iii) barriers to effective international 
                      coordination; and
                          (iv) ways to increase and make more effective 
                      international coordination.
            (2) Report.--Not later than 1 year after the date of 
        enactment of this Act, the Comptroller General of the United 
        States shall submit to the Committee on Banking, Housing, and 
        Urban Affairs and the Committee on the Judiciary of the Senate 
        and the Committee on Financial Services and the Committee on the 
        Judiciary of the House of Representatives and the Secretary a 
        report summarizing the results of the study conducted under 
        paragraph (1).

    (g) Study of Prompt Corrective Action Implementation by the 
Appropriate Federal Agencies.--
            (1) Study.--The Comptroller General of the United States 
        shall conduct a study regarding the implementation of prompt 
        corrective action by the appropriate Federal banking agencies.
            (2) Issues to be studied.--
        In <<NOTE: Evaluation.>> conducting the study under paragraph 
        (1), the Comptroller General shall evaluate--
                    (A) the effectiveness of implementation of prompt 
                corrective action by the appropriate Federal banking 
                agencies and the resolution of insured depository 
                institutions by the Corporation; and
                    (B) ways to make prompt corrective action a more 
                effective tool to resolve the insured depository 
                institutions at the least possible long-term cost to the 
                Deposit Insurance Fund.

[[Page 124 STAT. 1450]]

            (3) Report to council.--Not later than 1 year after the date 
        of enactment of this Act, the Comptroller General shall submit a 
        report to the Council on the results of the study conducted 
        under this subsection.
            (4) Council report of action.--Not later than 6 months after 
        the date of receipt of the report from the Comptroller General 
        under paragraph (3), the Council shall submit a report to the 
        Committee on Banking, Housing, and Urban Affairs of the Senate 
        and the Committee on Financial Services of the House of 
        Representatives on actions taken in response to the report, 
        including any recommendations made to the Federal primary 
        financial regulatory agencies under section 120.
SEC. 203. <<NOTE: 12 USC 5383.>> SYSTEMIC RISK DETERMINATION.

    (a) Written Recommendation and Determination.--
            (1) Vote required.--
                    (A) In general.--On their own initiative, or at the 
                request of the Secretary, the Corporation and the Board 
                of Governors shall consider whether to make a written 
                recommendation described in paragraph (2) with respect 
                to whether the Secretary should appoint the Corporation 
                as receiver for a financial company. Such recommendation 
                shall be made upon a vote of not fewer than \2/3\ of the 
                members of the Board of Governors then serving and \2/3\ 
                of the members of the board of directors of the 
                Corporation then serving.
                    (B) Cases involving brokers or dealers.--In the case 
                of a broker or dealer, or in which the largest United 
                States subsidiary (as measured by total assets as of the 
                end of the previous calendar quarter) of a financial 
                company is a broker or dealer, the Commission and the 
                Board of Governors, at the request of the Secretary, or 
                on their own initiative, shall consider whether to make 
                the written recommendation described in paragraph (2) 
                with respect to the financial company. Subject to the 
                requirements in paragraph (2), such recommendation shall 
                be made upon a vote of not fewer than \2/3\ of the 
                members of the Board of Governors then serving and \2/3\ 
                of the members of the Commission then serving, and in 
                consultation with the Corporation.
                    (C) Cases involving insurance companies.--In the 
                case of an insurance company, or in which the largest 
                United States subsidiary (as measured by total assets as 
                of the end of the previous calendar quarter) of a 
                financial company is an insurance company, the Director 
                of the Federal Insurance Office and the Board of 
                Governors, at the request of the Secretary or on their 
                own initiative, shall consider whether to make the 
                written recommendation described in paragraph (2) with 
                respect to the financial company. Subject to the 
                requirements in paragraph (2), such recommendation shall 
                be made upon a vote of not fewer than \2/3\ of the Board 
                of Governors then serving and the affirmative approval 
                of the Director of the Federal Insurance Office, and in 
                consultation with the Corporation.
            (2) Recommendation required.--Any written recommendation 
        pursuant to paragraph (1) shall contain--

[[Page 124 STAT. 1451]]

                    (A) an evaluation of whether the financial company 
                is in default or in danger of default;
                    (B) a description of the effect that the default of 
                the financial company would have on financial stability 
                in the United States;
                    (C) a description of the effect that the default of 
                the financial company would have on economic conditions 
                or financial stability for low income, minority, or 
                underserved communities;
                    (D) a recommendation regarding the nature and the 
                extent of actions to be taken under this title regarding 
                the financial company;
                    (E) an evaluation of the likelihood of a private 
                sector alternative to prevent the default of the 
                financial company;
                    (F) an evaluation of why a case under the Bankruptcy 
                Code is not appropriate for the financial company;
                    (G) an evaluation of the effects on creditors, 
                counterparties, and shareholders of the financial 
                company and other market participants; and
                    (H) an evaluation of whether the company satisfies 
                the definition of a financial company under section 201.

    (b) Determination by the Secretary.--Notwithstanding any other 
provision of Federal or State law, the Secretary shall take action in 
accordance with section 202(a)(1)(A), if, upon the written 
recommendation under subsection (a), the Secretary (in consultation with 
the President) determines that--
            (1) the financial company is in default or in danger of 
        default;
            (2) the failure of the financial company and its resolution 
        under otherwise applicable Federal or State law would have 
        serious adverse effects on financial stability in the United 
        States;
            (3) no viable private sector alternative is available to 
        prevent the default of the financial company;
            (4) any effect on the claims or interests of creditors, 
        counterparties, and shareholders of the financial company and 
        other market participants as a result of actions to be taken 
        under this title is appropriate, given the impact that any 
        action taken under this title would have on financial stability 
        in the United States;
            (5) any action under section 204 would avoid or mitigate 
        such adverse effects, taking into consideration the 
        effectiveness of the action in mitigating potential adverse 
        effects on the financial system, the cost to the general fund of 
        the Treasury, and the potential to increase excessive risk 
        taking on the part of creditors, counterparties, and 
        shareholders in the financial company;
            (6) a Federal regulatory agency has ordered the financial 
        company to convert all of its convertible debt instruments that 
        are subject to the regulatory order; and
            (7) the company satisfies the definition of a financial 
        company under section 201.

    (c) Documentation and Review.--
            (1) In general.--The Secretary shall--
                    (A) document any determination under subsection (b);
                    (B) retain the documentation for review under 
                paragraph (2); and

[[Page 124 STAT. 1452]]

                    (C) <<NOTE: Notification.>> notify the covered 
                financial company and the Corporation of such 
                determination.
            (2) Report to congress.--Not later than 24 hours after the 
        date of appointment of the Corporation as receiver for a covered 
        financial company, the Secretary shall provide written notice of 
        the recommendations and determinations reached in accordance 
        with subsections (a) and (b) to the Majority Leader and the 
        Minority Leader of the Senate and the Speaker and the Minority 
        Leader of the House of Representatives, the Committee on 
        Banking, Housing, and Urban Affairs of the Senate, and the 
        Committee on Financial Services of the House of Representatives, 
        which shall consist of a summary of the basis for the 
        determination, including, to the extent available at the time of 
        the determination--
                    (A) the size and financial condition of the covered 
                financial company;
                    (B) the sources of capital and credit support that 
                were available to the covered financial company;
                    (C) the operations of the covered financial company 
                that could have had a significant impact on financial 
                stability, markets, or both;
                    (D) identification of the banks and financial 
                companies which may be able to provide the services 
                offered by the covered financial company;
                    (E) any potential international ramifications of 
                resolution of the covered financial company under other 
                applicable insolvency law;
                    (F) an estimate of the potential effect of the 
                resolution of the covered financial company under other 
                applicable insolvency law on the financial stability of 
                the United States;
                    (G) the potential effect of the appointment of a 
                receiver by the Secretary on consumers;
                    (H) the potential effect of the appointment of a 
                receiver by the Secretary on the financial system, 
                financial markets, and banks and other financial 
                companies; and
                    (I) whether resolution of the covered financial 
                company under other applicable insolvency law would 
                cause banks or other financial companies to experience 
                severe liquidity distress.
            (3) Reports to congress and the public.--
                    (A) In general.--Not later than 60 days after the 
                date of appointment of the Corporation as receiver for a 
                covered financial company, the Corporation shall file a 
                report with the Committee on Banking, Housing, and Urban 
                Affairs of the Senate and the Committee on Financial 
                Services of the House of Representatives--
                          (i) setting forth information on the financial 
                      condition of the covered financial company as of 
                      the date of the appointment, including a 
                      description of its assets and liabilities;
                          (ii) describing the plan of, and actions taken 
                      by, the Corporation to wind down the covered 
                      financial company;
                          (iii) explaining each instance in which the 
                      Corporation waived any applicable requirements of 
                      part 366

[[Page 124 STAT. 1453]]

                      of title 12, Code of Federal Regulations (or any 
                      successor thereto) with respect to conflicts of 
                      interest by any person in the private sector who 
                      was retained to provide services to the 
                      Corporation in connection with such receivership;
                          (iv) describing the reasons for the provision 
                      of any funding to the receivership out of the 
                      Fund;
                          (v) setting forth the expected costs of the 
                      orderly liquidation of the covered financial 
                      company;
                          (vi) setting forth the identity of any 
                      claimant that is treated in a manner different 
                      from other similarly situated claimants under 
                      subsection (b)(4), (d)(4), or (h)(5)(E), the 
                      amount of any additional payment to such claimant 
                      under subsection (d)(4), and the reason for any 
                      such action; and
                          (vii) <<NOTE: Publication. Web 
                      posting.>> which report the Corporation shall 
                      publish on an online website maintained by the 
                      Corporation, subject to maintaining appropriate 
                      confidentiality.
                    (B) Amendments.--The <<NOTE: Deadline.>> Corporation 
                shall, on a timely basis, not less frequently than 
                quarterly, amend or revise and resubmit the reports 
                prepared under this paragraph, as necessary.
                    (C) Congressional testimony.--
                The <<NOTE: Deadline.>> Corporation and the primary 
                financial regulatory agency, if any, of the financial 
                company for which the Corporation was appointed receiver 
                under this title shall appear before Congress, if 
                requested, not later than 30 days after the date on 
                which the Corporation first files the reports required 
                under subparagraph (A).
            (4) Default or in danger of default.--For purposes of this 
        title, a financial company shall be considered to be in default 
        or in danger of default if, as determined in accordance with 
        subsection (b)--
                    (A) a case has been, or likely will promptly be, 
                commenced with respect to the financial company under 
                the Bankruptcy Code;
                    (B) the financial company has incurred, or is likely 
                to incur, losses that will deplete all or substantially 
                all of its capital, and there is no reasonable prospect 
                for the company to avoid such depletion;
                    (C) the assets of the financial company are, or are 
                likely to be, less than its obligations to creditors and 
                others; or
                    (D) the financial company is, or is likely to be, 
                unable to pay its obligations (other than those subject 
                to a bona fide dispute) in the normal course of 
                business.
            (5) GAO review.--The Comptroller General of the United 
        States shall review and report to Congress on any determination 
        under subsection (b), that results in the appointment of the 
        Corporation as receiver, including--
                    (A) the basis for the determination;
                    (B) the purpose for which any action was taken 
                pursuant thereto;
                    (C) the likely effect of the determination and such 
                action on the incentives and conduct of financial 
                companies and their creditors, counterparties, and 
                shareholders; and

[[Page 124 STAT. 1454]]

                    (D) the likely disruptive effect of the 
                determination and such action on the reasonable 
                expectations of creditors, counterparties, and 
                shareholders, taking into account the impact any action 
                under this title would have on financial stability in 
                the United States, including whether the rights of such 
                parties will be disrupted.

    (d) Corporation Policies and Procedures.--As soon as is practicable 
after the date of enactment of this Act, the Corporation shall establish 
policies and procedures that are acceptable to the Secretary governing 
the use of funds available to the Corporation to carry out this title, 
including the terms and conditions for the provision and use of funds 
under sections 204(d), 210(h)(2)(G)(iv), and 210(h)(9).
    (e) Treatment of Insurance Companies and Insurance Company 
Subsidiaries.--
            (1) In general.--Notwithstanding subsection (b), if an 
        insurance company is a covered financial company or a subsidiary 
        or affiliate of a covered financial company, the liquidation or 
        rehabilitation of such insurance company, and any subsidiary or 
        affiliate of such company that is not excepted under paragraph 
        (2), shall be conducted as provided under applicable State law.
            (2) Exception for subsidiaries and affiliates.--The 
        requirement of paragraph (1) shall not apply with respect to any 
        subsidiary or affiliate of an insurance company that is not 
        itself an insurance company.
            (3) Backup <<NOTE: Time period.>> authority.--
        Notwithstanding paragraph (1), with respect to a covered 
        financial company described in paragraph (1), if, after the end 
        of the 60-day period beginning on the date on which a 
        determination is made under section 202(a) with respect to such 
        company, the appropriate regulatory agency has not filed the 
        appropriate judicial action in the appropriate State court to 
        place such company into orderly liquidation under the laws and 
        requirements of the State, the Corporation shall have the 
        authority to stand in the place of the appropriate regulatory 
        agency and file the appropriate judicial action in the 
        appropriate State court to place such company into orderly 
        liquidation under the laws and requirements of the State.
SEC. 204. <<NOTE: 12 USC 5384.>> ORDERLY LIQUIDATION OF COVERED 
                        FINANCIAL COMPANIES.

    (a) Purpose of Orderly Liquidation Authority.--It is the purpose of 
this title to provide the necessary authority to liquidate failing 
financial companies that pose a significant risk to the financial 
stability of the United States in a manner that mitigates such risk and 
minimizes moral hazard. The authority provided in this title shall be 
exercised in the manner that best fulfills such purpose, so that--
            (1) creditors and shareholders will bear the losses of the 
        financial company;
            (2) management responsible for the condition of the 
        financial company will not be retained; and
            (3) the Corporation and other appropriate agencies will take 
        all steps necessary and appropriate to assure that all parties, 
        including management, directors, and third parties, having 
        responsibility for the condition of the financial company

[[Page 124 STAT. 1455]]

        bear losses consistent with their responsibility, including 
        actions for damages, restitution, and recoupment of compensation 
        and other gains not compatible with such responsibility.

    (b) Corporation as Receiver.--Upon the appointment of the 
Corporation under section 202, the Corporation shall act as the receiver 
for the covered financial company, with all of the rights and 
obligations set forth in this title.
    (c) Consultation.--The Corporation, as receiver--
            (1) shall consult with the primary financial regulatory 
        agency or agencies of the covered financial company and its 
        covered subsidiaries for purposes of ensuring an orderly 
        liquidation of the covered financial company;
            (2) may consult with, or under subsection (a)(1)(B)(v) or 
        (a)(1)(L) of section 210, acquire the services of, any outside 
        experts, as appropriate to inform and aid the Corporation in the 
        orderly liquidation process;
            (3) shall consult with the primary financial regulatory 
        agency or agencies of any subsidiaries of the covered financial 
        company that are not covered subsidiaries, and coordinate with 
        such regulators regarding the treatment of such solvent 
        subsidiaries and the separate resolution of any such insolvent 
        subsidiaries under other governmental authority, as appropriate; 
        and
            (4) shall consult with the Commission and the Securities 
        Investor Protection Corporation in the case of any covered 
        financial company for which the Corporation has been appointed 
        as receiver that is a broker or dealer registered with the 
        Commission under section 15(b) of the Securities Exchange Act of 
        1934 (15 U.S.C. 78o(b)) and is a member of the Securities 
        Investor Protection Corporation, for the purpose of determining 
        whether to transfer to a bridge financial company organized by 
        the Corporation as receiver, without consent of any customer, 
        customer accounts of the covered financial company.

    (d) Funding for Orderly Liquidation.--Upon its appointment as 
receiver for a covered financial company, and thereafter as the 
Corporation may, in its discretion, determine to be necessary or 
appropriate, the Corporation may make available to the receivership, 
subject to the conditions set forth in section 206 and subject to the 
plan described in section 210(n)(9), funds for the orderly liquidation 
of the covered financial company. All funds provided by the Corporation 
under this subsection shall have a priority of claims under subparagraph 
(A) or (B) of section 210(b)(1), as applicable, including funds used 
for--
            (1) making loans to, or purchasing any debt obligation of, 
        the covered financial company or any covered subsidiary;
            (2) purchasing or guaranteeing against loss the assets of 
        the covered financial company or any covered subsidiary, 
        directly or through an entity established by the Corporation for 
        such purpose;
            (3) assuming or guaranteeing the obligations of the covered 
        financial company or any covered subsidiary to 1 or more third 
        parties;
            (4) taking a lien on any or all assets of the covered 
        financial company or any covered subsidiary, including a first 
        priority lien on all unencumbered assets of the covered 
        financial company or any covered subsidiary to secure repayment 
        of any transactions conducted under this subsection;

[[Page 124 STAT. 1456]]

            (5) selling or transferring all, or any part, of such 
        acquired assets, liabilities, or obligations of the covered 
        financial company or any covered subsidiary; and
            (6) making payments pursuant to subsections (b)(4), (d)(4), 
        and (h)(5)(E) of section 210.
SEC. 205. <<NOTE: 12 USC 5385.>> ORDERLY LIQUIDATION OF COVERED 
                        BROKERS AND DEALERS.

    (a) Appointment of SIPC as Trustee.--
            (1) Appointment.--Upon the appointment of the Corporation as 
        receiver for any covered broker or dealer, the Corporation shall 
        appoint, without any need for court approval, the Securities 
        Investor Protection Corporation to act as trustee for the 
        liquidation under the Securities Investor Protection Act of 1970 
        (15 U.S.C. 78aaa et seq.) of the covered broker or dealer.
            (2) Actions by sipc.--
                    (A) Filing.--Upon appointment of SIPC under 
                paragraph (1), SIPC shall promptly file with any Federal 
                district court of competent jurisdiction specified in 
                section 21 or 27 of the Securities Exchange Act of 1934 
                (15 U.S.C. 78u, 78aa), an application for a protective 
                decree under the Securities Investor Protection Act of 
                1970 (15 U.S.C. 78aaa et seq.) as to the covered broker 
                or dealer. The Federal district court shall accept and 
                approve the filing, including outside of normal business 
                hours, and shall immediately issue the protective decree 
                as to the covered broker or dealer.
                    (B) Administration by sipc.--Following entry of the 
                protective decree, and except as otherwise provided in 
                this section, the determination of claims and the 
                liquidation of assets retained in the receivership of 
                the covered broker or dealer and not transferred to the 
                bridge financial company shall be administered under the 
                Securities Investor Protection Act of 1970 (15 U.S.C. 
                78aaa et seq.) by SIPC, as trustee for the covered 
                broker or dealer.
                    (C) Definition of filing date.--For purposes of the 
                liquidation proceeding, the term ``filing date'' means 
                the date on which the Corporation is appointed as 
                receiver of the covered broker or dealer.
                    (D) Determination of claims.--As trustee for the 
                covered broker or dealer, SIPC shall determine and 
                satisfy, consistent with this title and with the 
                Securities Investor Protection Act of 1970 (15 U.S.C. 
                78aaa et seq.), all claims against the covered broker or 
                dealer arising on or before the filing date.

    (b) Powers and Duties of SIPC.--
            (1) In general.--Except as provided in this section, upon 
        its appointment as trustee for the liquidation of a covered 
        broker or dealer, SIPC shall have all of the powers and duties 
        provided by the Securities Investor Protection Act of 1970 (15 
        U.S.C. 78aaa et seq.), including, without limitation, all rights 
        of action against third parties, and shall conduct such 
        liquidation in accordance with the terms of the Securities 
        Investor Protection Act of 1970 (15 U.S.C. 78aaa et seq.), 
        except that SIPC shall have no powers or duties with respect to 
        assets and liabilities transferred by the Corporation from the 
        covered

[[Page 124 STAT. 1457]]

        broker or dealer to any bridge financial company established in 
        accordance with this title.
            (2) Limitation of powers.--The exercise by SIPC of powers 
        and functions as trustee under subsection (a) shall not impair 
        or impede the exercise of the powers and duties of the 
        Corporation with regard to--
                    (A) any action, except as otherwise provided in this 
                title--
                          (i) to make funds available under section 
                      204(d);
                          (ii) to organize, establish, operate, or 
                      terminate any bridge financial company;
                          (iii) to transfer assets and liabilities;
                          (iv) to enforce or repudiate contracts; or
                          (v) to take any other action relating to such 
                      bridge financial company under section 210; or
                    (B) determining claims under subsection (e).
            (3) Protective decree.--SIPC and the Corporation, in 
        consultation with the Commission, shall jointly determine the 
        terms of the protective decree to be filed by SIPC with any 
        court of competent jurisdiction under section 21 or 27 of the 
        Securities Exchange Act of 1934 (15 U.S.C. 78u, 78aa), as 
        required by subsection (a).
            (4) Qualified financial contracts.--Notwithstanding any 
        provision of the Securities Investor Protection Act of 1970 (15 
        U.S.C. 78aaa et seq.) to the contrary (including section 
        5(b)(2)(C) of that Act (15 U.S.C. 78eee(b)(2)(C))), the rights 
        and obligations of any party to a qualified financial contract 
        (as that term is defined in section 210(c)(8)) to which a 
        covered broker or dealer for which the Corporation has been 
        appointed receiver is a party shall be governed exclusively by 
        section 210, including the limitations and restrictions 
        contained in section 210(c)(10)(B).

    (c) Limitation on Court Action.--Except as otherwise provided in 
this title, no court may take any action, including any action pursuant 
to the Securities Investor Protection Act of 1970 (15 U.S.C. 78aaa et 
seq.) or the Bankruptcy Code, to restrain or affect the exercise of 
powers or functions of the Corporation as receiver for a covered broker 
or dealer and any claims against the Corporation as such receiver shall 
be determined in accordance with subsection (e) and such claims shall be 
limited to money damages.
    (d) Actions by Corporation as Receiver.--
            (1) In general.--Notwithstanding any other provision of this 
        title, no action taken by the Corporation as receiver with 
        respect to a covered broker or dealer shall--
                    (A) adversely affect the rights of a customer to 
                customer property or customer name securities;
                    (B) diminish the amount or timely payment of net 
                equity claims of customers; or
                    (C) otherwise impair the recoveries provided to a 
                customer under the Securities Investor Protection Act of 
                1970 (15 U.S.C. 78aaa et seq.).
            (2) Net proceeds.--The net proceeds from any transfer, sale, 
        or disposition of assets of the covered broker or dealer, or 
        proceeds thereof by the Corporation as receiver for the covered 
        broker or dealer shall be for the benefit of the estate of the 
        covered broker or dealer, as provided in this title.

[[Page 124 STAT. 1458]]

    (e) Claims Against the Corporation as Receiver.--Any claim against 
the Corporation as receiver for a covered broker or dealer for assets 
transferred to a bridge financial company established with respect to 
such covered broker or dealer--
            (1) shall be determined in accordance with section 
        210(a)(2); and
            (2) may be reviewed by the appropriate district or 
        territorial court of the United States in accordance with 
        section 210(a)(5).

    (f) Satisfaction of Customer Claims.--
            (1) Obligations to customers.--Notwithstanding any other 
        provision of this title, all obligations of a covered broker or 
        dealer or of any bridge financial company established with 
        respect to such covered broker or dealer to a customer relating 
        to, or net equity claims based upon, customer property or 
        customer name securities shall be promptly discharged by SIPC, 
        the Corporation, or the bridge financial company, as applicable, 
        by the delivery of securities or the making of payments to or 
        for the account of such customer, in a manner and in an amount 
        at least as beneficial to the customer as would have been the 
        case had the actual proceeds realized from the liquidation of 
        the covered broker or dealer under this title been distributed 
        in a proceeding under the Securities Investor Protection Act of 
        1970 (15 U.S.C. 78aaa et seq.) without the appointment of the 
        Corporation as receiver and without any transfer of assets or 
        liabilities to a bridge financial company, and with a filing 
        date as of the date on which the Corporation is appointed as 
        receiver.
            (2) Satisfaction of claims by sipc.--SIPC, as trustee for a 
        covered broker or dealer, shall satisfy customer claims in the 
        manner and amount provided under the Securities Investor 
        Protection Act of 1970 (15 U.S.C. 78aaa et seq.), as if the 
        appointment of the Corporation as receiver had not occurred, and 
        with a filing date as of the date on which the Corporation is 
        appointed as receiver. The Corporation shall satisfy customer 
        claims, to the extent that a customer would have received more 
        securities or cash with respect to the allocation of customer 
        property had the covered financial company been subject to a 
        proceeding under the Securities Investor Protection Act (15 
        U.S.C. 78aaa et seq.) without the appointment of the Corporation 
        as receiver, and with a filing date as of the date on which the 
        Corporation is appointed as receiver.

    (g) Priorities.--
            (1) Customer property.--As trustee for a covered broker or 
        dealer, SIPC shall allocate customer property and deliver 
        customer name securities in accordance with section 8(c) of the 
        Securities Investor Protection Act of 1970 (15 U.S.C. 78fff-
        2(c)).
            (2) Other claims.--All claims other than those described in 
        paragraph (1) (including any unpaid claim by a customer for the 
        allowed net equity claim of such customer from customer 
        property) shall be paid in accordance with the priorities in 
        section 210(b).

    (h) Rulemaking.--The Commission and the Corporation, after 
consultation with SIPC, shall jointly issue rules to implement this 
section.

[[Page 124 STAT. 1459]]

SEC. 206. <<NOTE: 12 USC 5386.>> MANDATORY TERMS AND CONDITIONS 
                        FOR ALL ORDERLY LIQUIDATION ACTIONS.

    In taking action under this title, the Corporation shall--
            (1) determine that such action is necessary for purposes of 
        the financial stability of the United States, and not for the 
        purpose of preserving the covered financial company;
            (2) ensure that the shareholders of a covered financial 
        company do not receive payment until after all other claims and 
        the Fund are fully paid;
            (3) ensure that unsecured creditors bear losses in 
        accordance with the priority of claim provisions in section 210;
            (4) ensure that management responsible for the failed 
        condition of the covered financial company is removed (if such 
        management has not already been removed at the time at which the 
        Corporation is appointed receiver);
            (5) ensure that the members of the board of directors (or 
        body performing similar functions) responsible for the failed 
        condition of the covered financial company are removed, if such 
        members have not already been removed at the time the 
        Corporation is appointed as receiver; and
            (6) not take an equity interest in or become a shareholder 
        of any covered financial company or any covered subsidiary.
SEC. 207. <<NOTE: 12 USC 5387.>> DIRECTORS NOT LIABLE FOR 
                        ACQUIESCING IN APPOINTMENT OF RECEIVER.

    The members of the board of directors (or body performing similar 
functions) of a covered financial company shall not be liable to the 
shareholders or creditors thereof for acquiescing in or consenting in 
good faith to the appointment of the Corporation as receiver for the 
covered financial company under section 203.
SEC. 208. <<NOTE: Effective dates. 12 USC 5388.>> DISMISSAL AND 
                        EXCLUSION OF OTHER ACTIONS.

    (a) In General.--Effective as of the date of the appointment of the 
Corporation as receiver for the covered financial company under section 
202 or the appointment of SIPC as trustee for a covered broker or dealer 
under section 205, as applicable, any case or proceeding commenced with 
respect to the covered financial company under the Bankruptcy Code or 
the Securities Investor Protection Act of 1970 (15 U.S.C. 78aaa et seq.) 
shall be dismissed, upon notice to the bankruptcy court (with respect to 
a case commenced under the Bankruptcy Code), and upon notice to SIPC 
(with respect to a covered broker or dealer) and no such case or 
proceeding may be commenced with respect to a covered financial company 
at any time while the orderly liquidation is pending.
    (b) Revesting of Assets.--Effective as of the date of appointment of 
the Corporation as receiver, the assets of a covered financial company 
shall, to the extent they have vested in any entity other than the 
covered financial company as a result of any case or proceeding 
commenced with respect to the covered financial company under the 
Bankruptcy Code, the Securities Investor Protection Act of 1970 (15 
U.S.C. 78aaa et seq.), or any similar provision of State liquidation or 
insolvency law applicable to the covered financial company, revest in 
the covered financial company.
    (c) Limitation.--Notwithstanding subsections (a) and (b), any order 
entered or other relief granted by a bankruptcy court prior to the date 
of appointment of the Corporation as receiver shall

[[Page 124 STAT. 1460]]

continue with the same validity as if an orderly liquidation had not 
been commenced.
SEC. 209. <<NOTE: 12 USC 5389.>> RULEMAKING; NON-CONFLICTING LAW.

    The Corporation shall, in consultation with the Council, prescribe 
such rules or regulations as the Corporation considers necessary or 
appropriate to implement this title, including rules and regulations 
with respect to the rights, interests, and priorities of creditors, 
counterparties, security entitlement holders, or other persons with 
respect to any covered financial company or any assets or other property 
of or held by such covered financial company, and address the potential 
for conflicts of interest between or among individual receiverships 
established under this title or under the Federal Deposit Insurance Act. 
To the extent possible, the Corporation shall seek to harmonize 
applicable rules and regulations promulgated under this section with the 
insolvency laws that would otherwise apply to a covered financial 
company.
SEC. 210. <<NOTE: 12 USC 5390.>> POWERS AND DUTIES OF THE 
                        CORPORATION.

    (a) Powers and Authorities.--
            (1) General powers.--
                    (A) Successor to covered financial company.--The 
                Corporation shall, upon appointment as receiver for a 
                covered financial company under this title, succeed to--
                          (i) all rights, titles, powers, and privileges 
                      of the covered financial company and its assets, 
                      and of any stockholder, member, officer, or 
                      director of such company; and
                          (ii) title to the books, records, and assets 
                      of any previous receiver or other legal custodian 
                      of such covered financial company.
                    (B) Operation of the covered financial company 
                during the period of orderly liquidation.--The 
                Corporation, as receiver for a covered financial 
                company, may--
                          (i) take over the assets of and operate the 
                      covered financial company with all of the powers 
                      of the members or shareholders, the directors, and 
                      the officers of the covered financial company, and 
                      conduct all business of the covered financial 
                      company;
                          (ii) collect all obligations and money owed to 
                      the covered financial company;
                          (iii) perform all functions of the covered 
                      financial company, in the name of the covered 
                      financial company;
                          (iv) manage the assets and property of the 
                      covered financial company, consistent with 
                      maximization of the value of the assets in the 
                      context of the orderly liquidation; and
                          (v) provide by contract for assistance in 
                      fulfilling any function, activity, action, or duty 
                      of the Corporation as receiver.
                    (C) Functions of covered financial company officers, 
                directors, and shareholders.--The Corporation may 
                provide for the exercise of any function by any member 
                or stockholder, director, or officer of any covered 
                financial company for which the Corporation has been 
                appointed as receiver under this title.

[[Page 124 STAT. 1461]]

                    (D) Additional powers as receiver.--The Corporation 
                shall, as receiver for a covered financial company, and 
                subject to all legally enforceable and perfected 
                security interests and all legally enforceable security 
                entitlements in respect of assets held by the covered 
                financial company, liquidate, and wind-up the affairs of 
                a covered financial company, including taking steps to 
                realize upon the assets of the covered financial 
                company, in such manner as the Corporation deems 
                appropriate, including through the sale of assets, the 
                transfer of assets to a bridge financial company 
                established under subsection (h), or the exercise of any 
                other rights or privileges granted to the receiver under 
                this section.
                    (E) Additional powers with respect to failing 
                subsidiaries of a covered financial company.--
                          (i) In general.--In any case in which a 
                      receiver is appointed for a covered financial 
                      company under section 202, the Corporation may 
                      appoint itself as receiver of any covered 
                      subsidiary of the covered financial company that 
                      is organized under Federal law or the laws of any 
                      State, if the Corporation and the Secretary 
                      jointly determine that--
                                    (I) the covered subsidiary is in 
                                default or in danger of default;
                                    (II) such action would avoid or 
                                mitigate serious adverse effects on the 
                                financial stability or economic 
                                conditions of the United States; and
                                    (III) such action would facilitate 
                                the orderly liquidation of the covered 
                                financial company.
                          (ii) Treatment as covered financial company.--
                      If the Corporation is appointed as receiver of a 
                      covered subsidiary of a covered financial company 
                      under clause (i), the covered subsidiary shall 
                      thereafter be considered a covered financial 
                      company under this title, and the Corporation 
                      shall thereafter have all the powers and rights 
                      with respect to that covered subsidiary as it has 
                      with respect to a covered financial company under 
                      this title.
                    (F) Organization of bridge companies.--The 
                Corporation, as receiver for a covered financial 
                company, may organize a bridge financial company under 
                subsection (h).
                    (G) Merger; transfer of assets and liabilities.--
                          (i) In general.--Subject to clauses (ii) and 
                      (iii), the Corporation, as receiver for a covered 
                      financial company, may--
                                    (I) merge the covered financial 
                                company with another company; or
                                    (II) transfer any asset or liability 
                                of the covered financial company 
                                (including any assets and liabilities 
                                held by the covered financial company 
                                for security entitlement holders, any 
                                customer property, or any assets and 
                                liabilities associated with any trust or 
                                custody business) without obtaining any 
                                approval, assignment, or consent with 
                                respect to such transfer.
                          (ii) Federal agency approval; antitrust 
                      review.--With respect to a transaction described 
                      in

[[Page 124 STAT. 1462]]

                      clause (i)(I) that requires approval by a Federal 
                      agency--
                                    (I) the transaction may not be 
                                consummated before the 5th calendar day 
                                after the date of approval by the 
                                Federal agency responsible for such 
                                approval;
                                    (II) 
                                if, <<NOTE: Reports. Notification. Deadli
                                ne.>> in connection with any such 
                                approval, a report on competitive 
                                factors is required, the Federal agency 
                                responsible for such approval shall 
                                promptly notify the Attorney General of 
                                the United States of the proposed 
                                transaction, and the Attorney General 
                                shall provide the required report not 
                                later than 10 days after the date of the 
                                request; and
                                    (III) if <<NOTE: Termination 
                                date.>> notification under section 7A of 
                                the Clayton Act is required with respect 
                                to such transaction, then the required 
                                waiting period shall end on the 15th day 
                                after the date on which the Attorney 
                                General and the Federal Trade Commission 
                                receive such notification, unless the 
                                waiting period is terminated earlier 
                                under subsection (b)(2) of such section 
                                7A, or is extended pursuant to 
                                subsection (e)(2) of such section 7A.
                          (iii) Setoff.--Subject to the other provisions 
                      of this title, any transferee of assets from a 
                      receiver, including a bridge financial company, 
                      shall be subject to such claims or rights as would 
                      prevail over the rights of such transferee in such 
                      assets under applicable noninsolvency law.
                    (H) Payment of valid obligations.--The Corporation, 
                as receiver for a covered financial company, shall, to 
                the extent that funds are available, pay all valid 
                obligations of the covered financial company that are 
                due and payable at the time of the appointment of the 
                Corporation as receiver, in accordance with the 
                prescriptions and limitations of this title.
                    (I) Applicable noninsolvency law.--Except as may 
                otherwise be provided in this title, the applicable 
                noninsolvency law shall be determined by the 
                noninsolvency choice of law rules otherwise applicable 
                to the claims, rights, titles, persons, or entities at 
                issue.
                    (J) Subpoena authority.--
                          (i) In general.--The Corporation, as receiver 
                      for a covered financial company, may, for purposes 
                      of carrying out any power, authority, or duty with 
                      respect to the covered financial company 
                      (including determining any claim against the 
                      covered financial company and determining and 
                      realizing upon any asset of any person in the 
                      course of collecting money due the covered 
                      financial company), exercise any power established 
                      under section 8(n) of the Federal Deposit 
                      Insurance Act, as if the Corporation were the 
                      appropriate Federal banking agency for the covered 
                      financial company, and the covered financial 
                      company were an insured depository institution.
                          (ii) Rule of construction.--This subparagraph 
                      may not be construed as limiting any rights that 
                      the

[[Page 124 STAT. 1463]]

                      Corporation, in any capacity, might otherwise have 
                      to exercise any powers described in clause (i) or 
                      under any other provision of law.
                    (K) Incidental powers.--The Corporation, as receiver 
                for a covered financial company, may exercise all powers 
                and authorities specifically granted to receivers under 
                this title, and such incidental powers as shall be 
                necessary to carry out such powers under this title.
                    (L) Utilization of private sector.--In carrying out 
                its responsibilities in the management and disposition 
                of assets from the covered financial company, the 
                Corporation, as receiver for a covered financial 
                company, may utilize the services of private persons, 
                including real estate and loan portfolio asset 
                management, property management, auction marketing, 
                legal, and brokerage services, if such services are 
                available in the private sector, and the Corporation 
                determines that utilization of such services is 
                practicable, efficient, and cost effective.
                    (M) Shareholders and creditors of covered financial 
                company.--Notwithstanding any other provision of law, 
                the Corporation, as receiver for a covered financial 
                company, shall succeed by operation of law to the 
                rights, titles, powers, and privileges described in 
                subparagraph (A), and shall terminate all rights and 
                claims that the stockholders and creditors of the 
                covered financial company may have against the assets of 
                the covered financial company or the Corporation arising 
                out of their status as stockholders or creditors, except 
                for their right to payment, resolution, or other 
                satisfaction of their claims, as permitted under this 
                section. The Corporation shall ensure that shareholders 
                and unsecured creditors bear losses, consistent with the 
                priority of claims provisions under this section.
                    (N) Coordination with foreign financial 
                authorities.--The Corporation, as receiver for a covered 
                financial company, shall coordinate, to the maximum 
                extent possible, with the appropriate foreign financial 
                authorities regarding the orderly liquidation of any 
                covered financial company that has assets or operations 
                in a country other than the United States.
                    (O) Restriction on transfers.--
                          (i) Selection of accounts for transfer.--If 
                      the Corporation establishes one or more bridge 
                      financial companies with respect to a covered 
                      broker or dealer, the Corporation shall transfer 
                      to one of such bridge financial companies, all 
                      customer accounts of the covered broker or dealer, 
                      and all associated customer name securities and 
                      customer property, unless the Corporation, after 
                      consulting with the Commission and SIPC, 
                      determines that--
                                    (I) the customer accounts, customer 
                                name securities, and customer property 
                                are likely to be promptly transferred to 
                                another broker or dealer that is 
                                registered with the Commission under 
                                section 15(b) of the Securities Exchange 
                                Act of 1934 (15 U.S.C. 73o(b)) and is a 
                                member of SIPC; or
                                    (II) the transfer of the accounts to 
                                a bridge financial company would 
                                materially interfere with

[[Page 124 STAT. 1464]]

                                the ability of the Corporation to avoid 
                                or mitigate serious adverse effects on 
                                financial stability or economic 
                                conditions in the United States.
                          (ii) Transfer of property.--SIPC, as trustee 
                      for the liquidation of the covered broker or 
                      dealer, and the Commission shall provide any and 
                      all reasonable assistance necessary to complete 
                      such transfers by the Corporation.
                          (iii) Customer consent and court approval not 
                      required.--Neither customer consent nor court 
                      approval shall be required to transfer any 
                      customer accounts or associated customer name 
                      securities or customer property to a bridge 
                      financial company in accordance with this section.
                          (iv) Notification of sipc and sharing of 
                      information.--The Corporation shall identify to 
                      SIPC the customer accounts and associated customer 
                      name securities and customer property transferred 
                      to the bridge financial company. The Corporation 
                      and SIPC shall cooperate in the sharing of any 
                      information necessary for each entity to discharge 
                      its obligations under this title and under the 
                      Securities Investor Protection Act of 1970 (15 
                      U.S.C. 78aaa et seq.) including by providing 
                      access to the books and records of the covered 
                      financial company and any bridge financial company 
                      established in accordance with this title.
            (2) Determination of claims.--
                    (A) In general.--The <<NOTE: Reports.>> Corporation, 
                as receiver for a covered financial company, shall 
                report on claims, as set forth in section 203(c)(3). 
                Subject to paragraph (4) of this subsection, the 
                Corporation, as receiver for a covered financial 
                company, shall determine claims in accordance with the 
                requirements of this subsection and regulations 
                prescribed under section 209.
                    (B) Notice requirements.--
                The <<NOTE: Publication. Deadlines.>> Corporation, as 
                receiver for a covered financial company, in any case 
                involving the liquidation or winding up of the affairs 
                of a covered financial company, shall--
                          (i) promptly publish a notice to the creditors 
                      of the covered financial company to present their 
                      claims, together with proof, to the receiver by a 
                      date specified in the notice, which shall be not 
                      earlier than 90 days after the date of publication 
                      of such notice; and
                          (ii) republish such notice 1 month and 2 
                      months, respectively, after the date of 
                      publication under clause (i).
                    (C) Mailing required.--The Corporation as receiver 
                shall mail a notice similar to the notice published 
                under clause (i) or (ii) of subparagraph (B), at the 
                time of such publication, to any creditor shown on the 
                books and records of the covered financial company--
                          (i) at the last address of the creditor 
                      appearing in such books;
                          (ii) in any claim filed by the claimant; or
                          (iii) upon <<NOTE: Deadline.>> discovery of 
                      the name and address of a claimant not appearing 
                      on the books and records of the covered financial 
                      company, not later than 30

[[Page 124 STAT. 1465]]

                      days after the date of the discovery of such name 
                      and address.
            (3) Procedures for resolution of claims.--
                    (A) <<NOTE: Notification.>> Decision period.--
                          (i) In general.--Prior to the 180th day after 
                      the date on which a claim against a covered 
                      financial company is filed with the Corporation as 
                      receiver, or such later date as may be agreed as 
                      provided in clause (ii), the Corporation shall 
                      notify the claimant whether it allows or disallows 
                      the claim, in accordance with subparagraphs (B), 
                      (C), and (D).
                          (ii) Extension <<NOTE: Deadline.>> of time.--
                      By written agreement executed not later than 180 
                      days after the date on which a claim against a 
                      covered financial company is filed with the 
                      Corporation, the period described in clause (i) 
                      may be extended by written agreement between the 
                      claimant and the Corporation. Failure to notify 
                      the claimant of any disallowance within the time 
                      period set forth in clause (i), as it may be 
                      extended by agreement under this clause, shall be 
                      deemed to be a disallowance of such claim, and the 
                      claimant may file or continue an action in court, 
                      as provided in paragraph (4).
                          (iii) Mailing of notice sufficient.--The 
                      requirements of clause (i) shall be deemed to be 
                      satisfied if the notice of any decision with 
                      respect to any claim is mailed to the last address 
                      of the claimant which appears--
                                    (I) on the books, records, or both 
                                of the covered financial company;
                                    (II) in the claim filed by the 
                                claimant; or
                                    (III) in documents submitted in 
                                proof of the claim.
                          (iv) Contents of notice of disallowance.--If 
                      the Corporation as receiver disallows any claim 
                      filed under clause (i), the notice to the claimant 
                      shall contain--
                                    (I) a statement of each reason for 
                                the disallowance; and
                                    (II) the procedures required to file 
                                or continue an action in court, as 
                                provided in paragraph (4).
                    (B) Allowance of proven claim.--The receiver shall 
                allow any claim received by the receiver on or before 
                the date specified in the notice under paragraph 
                (2)(B)(i), which is proved to the satisfaction of the 
                receiver.
                    (C) Disallowance of claims filed after end of filing 
                period.--
                          (i) In general.--Except as provided in clause 
                      (ii), claims filed after the date specified in the 
                      notice published under paragraph (2)(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 a 
                      claimant after the date specified in the notice 
                      published under paragraph (2)(B)(i), and such 
                      claim may be considered by the receiver under 
                      subparagraph (B), if--

[[Page 124 STAT. 1466]]

                                    (I) the claimant did not receive 
                                notice of the appointment of the 
                                receiver 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 Corporation may disallow 
                      any portion of any claim by a creditor or claim of 
                      a security, preference, setoff, or priority which 
                      is not proved to the satisfaction of the 
                      Corporation.
                          (ii) Payments to undersecured creditors.--In 
                      the case of a claim against a covered financial 
                      company that is secured by any property or other 
                      asset of such covered financial company, the 
                      receiver--
                                    (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 unsecured claim; 
                                and
                                    (II) may not make any payment with 
                                respect to such unsecured portion of the 
                                claim, other than in connection with the 
                                disposition of all claims of unsecured 
                                creditors of the covered financial 
                                company.
                          (iii) Exceptions.--No provision of this 
                      paragraph shall apply with respect to--
                                    (I) any extension of credit from any 
                                Federal reserve bank, or the 
                                Corporation, to any covered financial 
                                company; or
                                    (II) subject to clause (ii), any 
                                legally enforceable and perfected 
                                security interest in the assets of the 
                                covered financial company securing any 
                                such extension of credit.
                    (E) Legal effect of filing.--
                          (i) Statute of limitations tolled.--For 
                      purposes of any applicable statute of limitations, 
                      the filing of a claim with the receiver shall 
                      constitute a commencement of an action.
                          (ii) No prejudice to other actions.--Subject 
                      to paragraph (8), the filing of a claim with the 
                      receiver shall not prejudice any right of the 
                      claimant to continue any action which was filed 
                      before the date of appointment of the receiver for 
                      the covered financial company.
            (4) Judicial determination of claims.--
                    (A) In general.--Subject to subparagraph (B), a 
                claimant may file suit on a claim (or continue an action 
                commenced before the date of appointment of the 
                Corporation as receiver) in the district or territorial 
                court of the United States for the district within which 
                the principal place of business of the covered financial 
                company is located (and such court shall have 
                jurisdiction to hear such claim).
                    (B) Timing.--A claim under subparagraph (A) may be 
                filed before the end of the 60-day period beginning on 
                the earlier of--
                          (i) the end of the period described in 
                      paragraph (3)(A)(i) (or, if extended by agreement 
                      of the Corporation and the claimant, the period 
                      described in paragraph (3)(A)(ii)) with respect to 
                      any claim against a

[[Page 124 STAT. 1467]]

                      covered financial company for which the 
                      Corporation is receiver; or
                          (ii) the date of any notice of disallowance of 
                      such claim pursuant to paragraph (3)(A)(i).
                    (C) Statute of limitations.--If any claimant fails 
                to file suit on such claim (or to continue an action on 
                such claim commenced before the date of appointment of 
                the Corporation as receiver) prior to the end of the 60-
                day period described in subparagraph (B), 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.
            (5) Expedited determination of claims.--
                    (A) Procedure required.--The Corporation shall 
                establish a procedure for expedited relief outside of 
                the claims process established under paragraph (3), for 
                any claimant that alleges--
                          (i) having a legally valid and enforceable or 
                      perfected security interest in property of a 
                      covered financial company or control of any 
                      legally valid and enforceable security entitlement 
                      in respect of any asset held by the covered 
                      financial company for which the Corporation has 
                      been appointed receiver; and
                          (ii) that irreparable injury will occur if the 
                      claims procedure established under paragraph (3) 
                      is followed.
                    (B) Determination period.--Prior to the end of the 
                90-day period beginning on the date on which a claim is 
                filed in accordance with the procedures established 
                pursuant to subparagraph (A), the Corporation shall--
                          (i) determine--
                                    (I) whether to allow or disallow 
                                such claim, or any portion thereof; or
                                    (II) whether such claim should be 
                                determined pursuant to the procedures 
                                established pursuant to paragraph (3);
                          (ii) <<NOTE: Notification.>> notify the 
                      claimant of the determination; and
                          (iii) if the claim is disallowed, provide a 
                      statement of each reason for the disallowance and 
                      the procedure for obtaining a judicial 
                      determination.
                    (C) Period for filing or renewing suit.--Any 
                claimant who files a request for expedited relief shall 
                be permitted to file suit (or continue a suit filed 
                before the date of appointment of the Corporation as 
                receiver seeking a determination of the rights of the 
                claimant with respect to such security interest (or such 
                security entitlement) after the earlier of--
                          (i) the end of the 90-day period beginning on 
                      the date of the filing of a request for expedited 
                      relief; or
                          (ii) the date on which the Corporation denies 
                      the claim or a portion thereof.
                    (D) Statute <<NOTE: Time period.>> 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 action

[[Page 124 STAT. 1468]]

                or motion may be filed in accordance with subparagraph 
                (C), 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 limitations tolled.--For 
                      purposes of any applicable statute of limitations, 
                      the filing of a claim with the receiver shall 
                      constitute a commencement of an action.
                          (ii) No prejudice to other actions.--Subject 
                      to paragraph (8), the filing of a claim with the 
                      receiver shall not prejudice any right of the 
                      claimant to continue any action which was filed 
                      before the appointment of the Corporation as 
                      receiver for the covered financial company.
            (6) Agreements against interest of the receiver.--No 
        agreement that tends to diminish or defeat the interest of the 
        Corporation as receiver in any asset acquired by the receiver 
        under this section shall be valid against the receiver, unless 
        such agreement--
                    (A) is in writing;
                    (B) was executed by an authorized officer or 
                representative of the covered financial company, or 
                confirmed in the ordinary course of business by the 
                covered financial company; and
                    (C) has been, since the time of its execution, an 
                official record of the company or the party claiming 
                under the agreement provides documentation, acceptable 
                to the receiver, of such agreement and its authorized 
                execution or confirmation by the covered financial 
                company.
            (7) Payment of claims.--
                    (A) In general.--Subject to subparagraph (B), the 
                Corporation as receiver may, in its discretion and to 
                the extent that funds are available, pay creditor 
                claims, in such manner and amounts as are authorized 
                under this section, which are--
                          (i) allowed by the receiver;
                          (ii) approved by the receiver pursuant to a 
                      final determination pursuant to paragraph (3) or 
                      (5), as applicable; or
                          (iii) determined by the final judgment of a 
                      court of competent jurisdiction.
                    (B) Limitation.--A creditor shall, in no event, 
                receive less than the amount that the creditor is 
                entitled to receive under paragraphs (2) and (3) of 
                subsection (d), as applicable.
                    (C) Payment of dividends on claims.--The Corporation 
                as receiver may, in its sole discretion, and to the 
                extent otherwise permitted by this section, pay 
                dividends on proven claims at any time, and no liability 
                shall attach to the Corporation as receiver, by reason 
                of any such payment or for failure to pay dividends to a 
                claimant whose claim is not proved at the time of any 
                such payment.
                    (D) Rulemaking by the corporation.--The Corporation 
                may prescribe such rules, including definitions of

[[Page 124 STAT. 1469]]

                terms, as the Corporation deems appropriate to establish 
                an interest rate for or to make payments of post-
                insolvency interest to creditors holding proven claims 
                against the receivership estate of a covered financial 
                company, except that no such interest shall be paid 
                until the Corporation as receiver has satisfied the 
                principal amount of all creditor claims.
            (8) Suspension of legal actions.--
                    (A) In <<NOTE: Time period.>> general.--After the 
                appointment of the Corporation as receiver for a covered 
                financial company, the Corporation may request a stay in 
                any judicial action or proceeding in which such covered 
                financial company is or becomes a party, for a period of 
                not to exceed 90 days.
                    (B) Grant of stay by all courts required.--Upon 
                receipt of a request by the Corporation pursuant to 
                subparagraph (A), the court shall grant such stay as to 
                all parties.
            (9) Additional rights and duties.--
                    (A) Prior final adjudication.--The Corporation shall 
                abide by any final, non-appealable judgment of any court 
                of competent jurisdiction that was rendered before the 
                appointment of the Corporation as receiver.
                    (B) Rights and remedies of receiver.--In the event 
                of any appealable judgment, the Corporation as receiver 
                shall--
                          (i) have all the rights and remedies available 
                      to the covered financial company (before the date 
                      of appointment of the Corporation as receiver 
                      under section 202) and the Corporation, including 
                      removal 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 be issued by any court upon assets in the 
                possession of the Corporation as receiver for a covered 
                financial company.
                    (D) Limitation on judicial review.--Except as 
                otherwise provided in this title, no court shall have 
                jurisdiction over--
                          (i) any claim or action for payment from, or 
                      any action seeking a determination of rights with 
                      respect to, the assets of any covered financial 
                      company for which the Corporation has been 
                      appointed receiver, including any assets which the 
                      Corporation may acquire from itself as such 
                      receiver; or
                          (ii) any claim relating to any act or omission 
                      of such covered financial company or the 
                      Corporation as receiver.
                    (E) Disposition of assets.--In exercising any right, 
                power, privilege, or authority as receiver in connection 
                with any covered financial company for which the 
                Corporation is acting as receiver under this section, 
                the Corporation shall, to the greatest extent 
                practicable, conduct its operations in a manner that--
                          (i) maximizes the net present value return 
                      from the sale or disposition of such assets;

[[Page 124 STAT. 1470]]

                          (ii) minimizes the amount of any loss realized 
                      in the resolution of cases;
                          (iii) mitigates the potential for serious 
                      adverse effects to the financial system;
                          (iv) ensures timely and adequate competition 
                      and fair and consistent treatment of offerors; and
                          (v) prohibits discrimination on the basis of 
                      race, sex, or ethnic group in the solicitation and 
                      consideration of offers.
            (10) Statute of limitations for actions brought by 
        receiver. <<NOTE: Time period.>> --
                    (A) In general.--Notwithstanding any provision of 
                any contract, the applicable statute of limitations with 
                regard to any action brought by the Corporation as 
                receiver for a covered financial company shall be--
                          (i) in the case of any contract claim, the 
                      longer of--
                                    (I) the 6-year period beginning on 
                                the date on which 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 on which the claim accrues; or
                                    (II) the period applicable under 
                                State law.
                    (B) Date on which a claim accrues.--For purposes of 
                subparagraph (A), the date on which the statute of 
                limitations begins to run on any claim described in 
                subparagraph (A) shall be the later of--
                          (i) the date of the appointment of the 
                      Corporation as receiver under this title; or
                          (ii) the date on which the cause of action 
                      accrues.
                    (C) Revival of expired state causes of action.--
                          (i) In general.--In the case of any tort claim 
                      described in clause (ii) for which the applicable 
                      statute of limitations under State law has expired 
                      not more than 5 years before the date of 
                      appointment of the Corporation as receiver for a 
                      covered financial company, the Corporation may 
                      bring an action as receiver on such claim without 
                      regard to the expiration of the statute of 
                      limitations.
                          (ii) Claims described.--A tort claim referred 
                      to in clause (i) is a claim arising from fraud, 
                      intentional misconduct resulting in unjust 
                      enrichment, or intentional misconduct resulting in 
                      substantial loss to the covered financial company.
            (11) Avoidable transfers.--
                    (A) Fraudulent transfers.--The Corporation, as 
                receiver for any covered financial company, may avoid a 
                transfer of any interest of the covered financial 
                company in property, or any obligation incurred by the 
                covered financial company, that was made or incurred at 
                or within 2 years before the date on which the 
                Corporation was appointed receiver, if--
                          (i) the covered financial company voluntarily 
                      or involuntarily--
                                    (I) made such transfer or incurred 
                                such obligation with actual intent to 
                                hinder, delay, or defraud

[[Page 124 STAT. 1471]]

                                any entity to which the covered 
                                financial company was or became, on or 
                                after the date on which such transfer 
                                was made or such obligation was 
                                incurred, indebted; or
                                    (II) received less than a reasonably 
                                equivalent value in exchange for such 
                                transferor obligation; and
                          (ii) the covered financial company voluntarily 
                      or involuntarily--
                                    (I) was insolvent on the date that 
                                such transfer was made or such 
                                obligation was incurred, or became 
                                insolvent as a result of such transfer 
                                or obligation;
                                    (II) was engaged in business or a 
                                transaction, or was about to engage in 
                                business or a transaction, for which any 
                                property remaining with the covered 
                                financial company was an unreasonably 
                                small capital;
                                    (III) intended to incur, or believed 
                                that the covered financial company would 
                                incur, debts that would be beyond the 
                                ability of the covered financial company 
                                to pay as such debts matured; or
                                    (IV) made such transfer to or for 
                                the benefit of an insider, or incurred 
                                such obligation to or for the benefit of 
                                an insider, under an employment contract 
                                and not in the ordinary course of 
                                business.
                    (B) Preferential transfers.--The Corporation as 
                receiver for any covered financial company may avoid a 
                transfer of an interest of the covered financial company 
                in property--
                          (i) to or for the benefit of a creditor;
                          (ii) for or on account of an antecedent debt 
                      that was owed by the covered financial company 
                      before the transfer was made;
                          (iii) that was made while the covered 
                      financial company was insolvent;
                          (iv) that was made--
                                    (I) 90 days or less before the date 
                                on which the Corporation was appointed 
                                receiver; or
                                    (II) more than 90 days, but less 
                                than 1 year before the date on which the 
                                Corporation was appointed receiver, if 
                                such creditor at the time of the 
                                transfer was an insider; and
                          (v) that enables the creditor to receive more 
                      than the creditor would receive if--
                                    (I) the covered financial company 
                                had been liquidated under chapter 7 of 
                                the Bankruptcy Code;
                                    (II) the transfer had not been made; 
                                and
                                    (III) the creditor received payment 
                                of such debt to the extent provided by 
                                the provisions of chapter 7 of the 
                                Bankruptcy Code.
                    (C) Post-receivership transactions.--The Corporation 
                as receiver for any covered financial company may avoid 
                a transfer of property of the receivership that occurred 
                after the Corporation was appointed receiver that

[[Page 124 STAT. 1472]]

                was not authorized under this title by the Corporation 
                as receiver.
                    (D) Right of recovery.--To the extent that a 
                transfer is avoided under subparagraph (A), (B), or (C), 
                the Corporation may recover, for the benefit of the 
                covered financial company, 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 person for whose benefit such transfer was 
                      made; or
                          (ii) any immediate or mediate transferee of 
                      any such initial transferee.
                    (E) Rights of transferee or obligee.--The 
                Corporation may not recover under subparagraph (D)(ii) 
                from--
                          (i) any transferee that takes for value, 
                      including in satisfaction of or to secure a 
                      present or antecedent debt, in good faith, and 
                      without knowledge of the voidability of the 
                      transfer avoided; or
                          (ii) any immediate or mediate good faith 
                      transferee of such transferee.
                    (F) Defenses.--Subject to the other provisions of 
                this title--
                          (i) a transferee or obligee from which the 
                      Corporation seeks to recover a transfer or to 
                      avoid an obligation under subparagraph (A), (B), 
                      (C), or (D) shall have the same defenses available 
                      to a transferee or obligee from which a trustee 
                      seeks to recover a transfer or avoid an obligation 
                      under sections 547, 548, and 549 of the Bankruptcy 
                      Code; and
                          (ii) the authority of the Corporation to 
                      recover a transfer or avoid an obligation shall be 
                      subject to subsections (b) and (c) of section 546, 
                      section 547(c), and section 548(c) of the 
                      Bankruptcy Code.
                    (G) Rights under this section.--The rights of the 
                Corporation as receiver under this section shall be 
                superior to any rights of a trustee or any other party 
                (other than a Federal agency) under the Bankruptcy Code.
                    (H) Rules of construction; definitions.--For 
                purposes of--
                          (i) subparagraphs (A) and (B)--
                                    (I) the term ``insider'' has the 
                                same meaning as in section 101(31) of 
                                the Bankruptcy Code;
                                    (II) a transfer is made when such 
                                transfer is so perfected that a bona 
                                fide purchaser from the covered 
                                financial company against whom 
                                applicable law permits such transfer to 
                                be perfected cannot acquire an interest 
                                in the property transferred that is 
                                superior to the interest in such 
                                property of the transferee, but if such 
                                transfer is not so perfected before the 
                                date on which the Corporation is 
                                appointed as receiver for the covered 
                                financial company, such transfer is made 
                                immediately before the date of such 
                                appointment; and
                                    (III) the term ``value'' means 
                                property, or satisfaction or securing of 
                                a present or antecedent debt of the 
                                covered financial company, but does not

[[Page 124 STAT. 1473]]

                                include an unperformed promise to 
                                furnish support to the covered financial 
                                company; and
                          (ii) subparagraph (B)--
                                    (I) the covered financial company is 
                                presumed to have been insolvent on and 
                                during the 90-day period immediately 
                                preceding the date of appointment of the 
                                Corporation as receiver; and
                                    (II) the term ``insolvent'' has the 
                                same meaning as in section 101(32) of 
                                the Bankruptcy Code.
            (12) Setoff.--
                    (A) Generally.--Except as otherwise provided in this 
                title, any right of a creditor to offset a mutual debt 
                owed by the creditor to any covered financial company 
                that arose before the Corporation was appointed as 
                receiver for the covered financial company against a 
                claim of such creditor may be asserted if enforceable 
                under applicable noninsolvency law, except to the extent 
                that--
                          (i) the claim of the creditor against the 
                      covered financial company is disallowed;
                          (ii) the claim was transferred, by an entity 
                      other than the covered financial company, to the 
                      creditor--
                                    (I) after the Corporation was 
                                appointed as receiver of the covered 
                                financial company; or
                                    (II)(aa) after the 90-day period 
                                preceding the date on which the 
                                Corporation was appointed as receiver 
                                for the covered financial company; and
                                    (bb) while the covered financial 
                                company was insolvent (except for a 
                                setoff in connection with a qualified 
                                financial contract); or
                          (iii) the debt owed to the covered financial 
                      company was incurred by the covered financial 
                      company--
                                    (I) after the 90-day period 
                                preceding the date on which the 
                                Corporation was appointed as receiver 
                                for the covered financial company;
                                    (II) while the covered financial 
                                company was insolvent; and
                                    (III) for the purpose of obtaining a 
                                right of setoff against the covered 
                                financial company (except for a setoff 
                                in connection with a qualified financial 
                                contract).
                    (B) Insufficiency.--
                          (i) In general.--Except <<NOTE: Time 
                      periods.>> with respect to a setoff in connection 
                      with a qualified financial contract, if a creditor 
                      offsets a mutual debt owed to the covered 
                      financial company against a claim of the covered 
                      financial company on or within the 90-day period 
                      preceding the date on which the Corporation is 
                      appointed as receiver for the covered financial 
                      company, the Corporation may recover from the 
                      creditor the amount so offset, to the extent that 
                      any insufficiency on the date of such setoff is 
                      less than the insufficiency on the later of--
                                    (I) the date that is 90 days before 
                                the date on which the Corporation is 
                                appointed as receiver for the covered 
                                financial company; or
                                    (II) the first day on which there is 
                                an insufficiency during the 90-day 
                                period preceding the date

[[Page 124 STAT. 1474]]

                                on which the Corporation is appointed as 
                                receiver for the covered financial 
                                company.
                          (ii) Definition of insufficiency.--In this 
                      subparagraph, the term ``insufficiency'' means the 
                      amount, if any, by which a claim against the 
                      covered financial company exceeds a mutual debt 
                      owed to the covered financial company by the 
                      holder of such claim.
                    (C) Insolvency.--The <<NOTE: Definition.>> term 
                ``insolvent'' has the same meaning as in section 101(32) 
                of the Bankruptcy Code.
                    (D) Presumption <<NOTE: Time period.>> of 
                insolvency.--For purposes of this paragraph, the covered 
                financial company is presumed to have been insolvent on 
                and during the 90-day period preceding the date of 
                appointment of the Corporation as receiver.
                    (E) Limitation.--Nothing in this paragraph (12) 
                shall be the basis for any right of setoff where no such 
                right exists under applicable noninsolvency law.
                    (F) Priority claim.--Except as otherwise provided in 
                this title, the Corporation as receiver for the covered 
                financial company may sell or transfer any assets free 
                and clear of the setoff rights of any party, except that 
                such party shall be entitled to a claim, subordinate to 
                the claims payable under subparagraphs (A), (B), (C), 
                and (D) of subsection (b)(1), but senior to all other 
                unsecured liabilities defined in subsection (b)(1)(E), 
                in an amount equal to the value of such setoff rights.
            (13) Attachment of assets and other injunctive relief.--
        Subject to paragraph (14), any court of competent jurisdiction 
        may, at the request of the Corporation as receiver for a covered 
        financial company, 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 Corporation under the 
        control of the court and appointing a trustee to hold such 
        assets.
            (14) Standards.--
                    (A) Showing.--Rule <<NOTE: Applicability.>> 65 of 
                the Federal Rules of Civil Procedure shall apply with 
                respect to any proceeding under paragraph (13), without 
                regard to the requirement 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 available under the laws of the 
                State provide substantially similar protections of the 
                right of the parties to due process as provided under 
                Rule 65 (as modified with respect to such proceeding by 
                subparagraph (A)), the relief sought by the Corporation 
                pursuant to paragraph (14) may be requested under the 
                laws of such State.
            (15) Treatment of claims arising from breach of contracts 
        executed by the corporation as receiver.--Notwithstanding any 
        other provision of this title, any final and non-appealable 
        judgment for monetary damages entered against the Corporation as 
        receiver for a covered financial company for the breach of an 
        agreement executed or approved by the Corporation after the date 
        of its appointment shall be paid as an administrative expense of 
        the receiver. Nothing in this paragraph shall be construed to 
        limit the power of a receiver

[[Page 124 STAT. 1475]]

        to exercise any rights under contract or law, including to 
        terminate, breach, cancel, or otherwise discontinue such 
        agreement.
            (16) Accounting and recordkeeping requirements.--
                    (A) In general.--The Corporation as receiver for a 
                covered financial company shall, consistent with the 
                accounting and reporting practices and procedures 
                established by the Corporation, maintain a full 
                accounting of each receivership or other disposition of 
                any covered financial company.
                    (B) Annual accounting or report.--With respect to 
                each receivership to which the Corporation is appointed, 
                the Corporation shall make an annual accounting or 
                report, as appropriate, available to the Secretary and 
                the Comptroller General of the United States.
                    (C) Availability of reports.--Any <<NOTE: Public 
                information.>> report prepared pursuant to subparagraph 
                (B) and section 203(c)(3) shall be made available to the 
                public by the Corporation.
                    (D) Recordkeeping requirement.--
                          (i) In general.--
                      The <<NOTE: Regulations.>> Corporation shall 
                      prescribe such regulations and establish such 
                      retention schedules as are necessary to maintain 
                      the documents and records of the Corporation 
                      generated in exercising the authorities of this 
                      title and the records of a covered financial 
                      company for which the Corporation is appointed 
                      receiver, with due regard for--
                                    (I) the avoidance of duplicative 
                                record retention; and
                                    (II) the expected evidentiary needs 
                                of the Corporation as receiver for a 
                                covered financial company and the public 
                                regarding the records of covered 
                                financial companies.
                          (ii) Retention of records.--Unless otherwise 
                      required by applicable Federal law or court order, 
                      the Corporation may not, at any time, destroy any 
                      records that are subject to clause (i).
                          (iii) Records defined.--As used in this 
                      subparagraph, the terms ``records'' and ``records 
                      of a covered financial company'' mean any 
                      document, book, paper, map, photograph, 
                      microfiche, microfilm, computer or electronically-
                      created record generated or maintained by the 
                      covered financial company in the course of and 
                      necessary to its transaction of business.

    (b) Priority of Expenses and Unsecured Claims.--
            (1) In general.--Unsecured claims against a covered 
        financial company, or the Corporation as receiver for such 
        covered financial company under this section, that are proven to 
        the satisfaction of the receiver shall have priority in the 
        following order:
                    (A) Administrative expenses of the receiver.
                    (B) Any amounts owed to the United States, unless 
                the United States agrees or consents otherwise.
                    (C) <<NOTE: Deadline.>> Wages, salaries, or 
                commissions, including vacation, severance, and sick 
                leave pay earned by an individual (other than an 
                individual described in subparagraph (G)), but only to 
                the extent of 11,725 for each individual (as indexed for 
                inflation, by regulation of the Corporation)

[[Page 124 STAT. 1476]]

                earned not later than 180 days before the date of 
                appointment of the Corporation as receiver.
                    (D) <<NOTE: Deadline.>> Contributions owed to 
                employee benefit plans arising from services rendered 
                not later than 180 days before the date of appointment 
                of the Corporation as receiver, to the extent of the 
                number of employees covered by each such plan, 
                multiplied by 11,725 (as indexed for inflation, by 
                regulation of the Corporation), less the aggregate 
                amount paid to such employees under subparagraph (C), 
                plus the aggregate amount paid by the receivership on 
                behalf of such employees to any other employee benefit 
                plan.
                    (E) Any other general or senior liability of the 
                covered financial company (which is not a liability 
                described under subparagraph (F), (G), or (H)).
                    (F) Any obligation subordinated to general creditors 
                (which is not an obligation described under subparagraph 
                (G) or (H)).
                    (G) Any wages, salaries, or commissions, including 
                vacation, severance, and sick leave pay earned, owed to 
                senior executives and directors of the covered financial 
                company.
                    (H) Any obligation to shareholders, members, general 
                partners, limited partners, or other persons, with 
                interests in the equity of the covered financial company 
                arising as a result of their status as shareholders, 
                members, general partners, limited partners, or other 
                persons with interests in the equity of the covered 
                financial company.
            (2) Post-receivership financing priority.--In the event that 
        the Corporation, as receiver for a covered financial company, is 
        unable to obtain unsecured credit for the covered financial 
        company from commercial sources, the Corporation as receiver may 
        obtain credit or incur debt on the part of the covered financial 
        company, which shall have priority over any or all 
        administrative expenses of the receiver under paragraph (1)(A).
            (3) Claims of the united states.--Unsecured claims of the 
        United States shall, at a minimum, have a higher priority than 
        liabilities of the covered financial company that count as 
        regulatory capital.
            (4) Creditors similarly situated.--All claimants of a 
        covered financial company that are similarly situated under 
        paragraph (1) shall be treated in a similar manner, except that 
        the Corporation may take any action (including making payments, 
        subject to subsection (o)(1)(D)(i)) that does not comply with 
        this subsection, if--
                    (A) the Corporation determines that such action is 
                necessary--
                          (i) to maximize the value of the assets of the 
                      covered financial company;
                          (ii) to initiate and continue operations 
                      essential to implementation of the receivership or 
                      any bridge financial company;
                          (iii) to maximize the present value return 
                      from the sale or other disposition of the assets 
                      of the covered financial company; or

[[Page 124 STAT. 1477]]

                          (iv) to minimize the amount of any loss 
                      realized upon the sale or other disposition of the 
                      assets of the covered financial company; and
                    (B) all claimants that are similarly situated under 
                paragraph (1) receive not less than the amount provided 
                in paragraphs (2) and (3) of subsection (d).
            (5) Secured claims unaffected.--This section shall not 
        affect secured claims or security entitlements in respect of 
        assets or property held by the covered financial company, except 
        to the extent that the security is insufficient to satisfy the 
        claim, and then only with regard to the difference between the 
        claim and the amount realized from the security.
            (6) Priority of expenses and unsecured claims in the orderly 
        liquidation of sipc member.--Where the Corporation is appointed 
        as receiver for a covered broker or dealer, unsecured claims 
        against such covered broker or dealer, or the Corporation as 
        receiver for such covered broker or dealer under this section, 
        that are proven to the satisfaction of the receiver under 
        section 205(e), shall have the priority prescribed in paragraph 
        (1), except that--
                    (A) SIPC shall be entitled to recover administrative 
                expenses incurred in performing its responsibilities 
                under section 205 on an equal basis with the 
                Corporation, in accordance with paragraph (1)(A);
                    (B) the Corporation shall be entitled to recover any 
                amounts paid to customers or to SIPC pursuant to section 
                205(f), in accordance with paragraph (1)(B);
                    (C) SIPC shall be entitled to recover any amounts 
                paid out of the SIPC Fund to meet its obligations under 
                section 205 and under the Securities Investor Protection 
                Act of 1970 (15 U.S.C. 78aaa et seq.), which claim shall 
                be subordinate to the claims payable under subparagraphs 
                (A) and (B) of paragraph (1), but senior to all other 
                claims; and
                    (D) the Corporation may, after paying any proven 
                claims to customers under section 205 and the Securities 
                Investor Protection Act of 1970 (15 U.S.C. 78aaa et 
                seq.), and as provided above, pay dividends on other 
                proven claims, in its discretion, and to the extent that 
                funds are available, in accordance with the priorities 
                set forth in paragraph (1).

    (c) Provisions Relating to Contracts Entered Into Before Appointment 
of Receiver.--
            (1) Authority to repudiate contracts.--In addition to any 
        other rights that a receiver may have, the Corporation as 
        receiver for any covered financial company may disaffirm or 
        repudiate any contract or lease--
                    (A) to which the covered financial company is a 
                party;
                    (B) the performance of which the Corporation as 
                receiver, in the discretion of the Corporation, 
                determines to be burdensome; and
                    (C) the disaffirmance or repudiation of which the 
                Corporation as receiver determines, in the discretion of 
                the Corporation, will promote the orderly administration 
                of the affairs of the covered financial company.
            (2) Timing of repudiation.--The Corporation, as receiver for 
        any covered financial company, shall determine whether

[[Page 124 STAT. 1478]]

        or not to exercise the rights of repudiation under this section 
        within a reasonable period of time.
            (3) Claims for damages for repudiation.--
                    (A) In general.--Except as provided in paragraphs 
                (4), (5), and (6) and in subparagraphs (C), (D), and (E) 
                of this paragraph, the liability of the Corporation as 
                receiver for a covered financial company for the 
                disaffirmance or repudiation of any contract pursuant to 
                paragraph (1) shall be--
                          (i) limited to actual direct compensatory 
                      damages; and
                          (ii) determined as of--
                                    (I) the date of the appointment of 
                                the Corporation as 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 
                                agreement.
                    (B) No liability for other damages.--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 opportunity; 
                      or
                          (iii) damages for pain and suffering.
                    (C) Measure of damages for repudiation of qualified 
                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 reasonable measures of 
                      damages utilized in the industries for such 
                      contract and agreement claims; and
                          (ii) paid in accordance with this paragraph 
                      and subsection (d), except as otherwise 
                      specifically provided in this subsection.
                    (D) Measure of damages for repudiation or 
                disaffirmance of debt obligation.--In the case of any 
                debt for borrowed money or evidenced by a security, 
                actual direct compensatory damages shall be no less than 
                the amount lent plus accrued interest plus any accreted 
                original issue discount as of the date the Corporation 
                was appointed receiver of the covered financial company 
                and, to the extent that an allowed secured claim is 
                secured by property the value of which is greater than 
                the amount of such claim and any accrued interest 
                through the date of repudiation or disaffirmance, such 
                accrued interest pursuant to paragraph (1).
                    (E) Measure of damages for repudiation or 
                disaffirmance of contingent obligation.--In the case of 
                any contingent obligation of a covered financial company 
                consisting of any obligation under a guarantee, letter 
                of credit, loan commitment, or similar credit 
                obligation, the Corporation may, by rule or regulation, 
                prescribe that actual direct compensatory damages shall 
                be no less than the estimated value of the claim as of 
                the date the Corporation was appointed receiver of the 
                covered financial company, as such value is measured 
                based on the likelihood

[[Page 124 STAT. 1479]]

                that such contingent claim would become fixed and the 
                probable magnitude thereof.
            (4) Leases under which the covered financial company is the 
        lessee.--
                    (A) In general.--If the Corporation as receiver 
                disaffirms or repudiates a lease under which the covered 
                financial company is the lessee, the receiver shall not 
                be liable for any damages (other than damages determined 
                pursuant to subparagraph (B)) for the disaffirmance or 
                repudiation of such lease.
                    (B) Payments of rent.--Notwithstanding subparagraph 
                (A), the lessor under a lease to which subparagraph (A) 
                would otherwise apply shall--
                          (i) be entitled to the contractual rent 
                      accruing before the later of the date on which--
                                    (I) the notice of disaffirmance or 
                                repudiation is mailed; or
                                    (II) the disaffirmance or 
                                repudiation 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 appointment which shall 
                      be paid in accordance with this paragraph and 
                      subsection (d).
            (5) Leases under which the covered financial company is the 
        lessor.--
                    (A) In general.--If the Corporation as receiver for 
                a covered financial company repudiates an unexpired 
                written lease of real property of the covered financial 
                company under which the covered financial company is the 
                lessor and the lessee is not, as of the date of such 
                repudiation, 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 leasehold 
                      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) remains in possession of a leasehold 
                interest pursuant to clause (ii) of subparagraph (A)--
                          (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; and
                                    (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 obligation 
                                of the covered financial company under 
                                the lease after such date; and
                          (ii) the Corporation as receiver shall not be 
                      liable to the lessee for any damages arising after 
                      such date

[[Page 124 STAT. 1480]]

                      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 receiver repudiates any 
                contract (which meets the requirements of subsection 
                (a)(6)) for the sale of real property, and the purchaser 
                of such real property under such contract 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 purchaser remaining in 
                possession.--If any purchaser of real property under any 
                contract described in subparagraph (A) remains in 
                possession of such property pursuant to clause (ii) of 
                subparagraph (A)--
                          (i) the purchaser--
                                    (I) shall continue to make all 
                                payments due under the contract after 
                                the date of the repudiation of the 
                                contract; and
                                    (II) may offset against any such 
                                payments any damages which accrue after 
                                such date due to the nonperformance 
                                (after such date) of any obligation of 
                                the covered financial company under the 
                                contract; and
                          (ii) the Corporation as receiver shall--
                                    (I) not be liable to the purchaser 
                                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);
                                    (II) deliver title to the purchaser 
                                in accordance with the provisions of the 
                                contract; and
                                    (III) have no obligation under the 
                                contract other than the performance 
                                required under subclause (II).
                    (C) Assignment and sale allowed.--
                          (i) In general.--No provision of this 
                      paragraph shall be construed as limiting the right 
                      of the Corporation as receiver to assign the 
                      contract described in subparagraph (A) and sell 
                      the property, subject to the contract and the 
                      provisions of this paragraph.
                          (ii) No liability after assignment and sale.--
                      If an assignment and sale described in clause (i) 
                      is consummated, the Corporation as 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 contracts.--
                    (A) Services performed before appointment.--In the 
                case of any contract for services between any person and 
                any covered financial company for which the Corporation 
                has been appointed receiver, any claim of such person 
                for services performed before the date of appointment 
                shall be--
                          (i) a claim to be paid in accordance with 
                      subsections (a), (b), and (d); and

[[Page 124 STAT. 1481]]

                          (ii) deemed to have arisen as of the date on 
                      which the receiver was appointed.
                    (B) Services performed after appointment and prior 
                to repudiation.--If, in the case of any contract for 
                services described in subparagraph (A), the Corporation 
                as receiver accepts performance by the other person 
                before making any determination to exercise the right of 
                repudiation 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 expense of the 
                      receivership.
                    (C) Acceptance of performance no bar to subsequent 
                repudiation.--The acceptance by the Corporation as 
                receiver for services referred to in subparagraph (B) in 
                connection with a contract described in subparagraph (B) 
                shall not affect the right of the Corporation as 
                receiver to repudiate such contract under this section 
                at any time after such performance.
            (8) Certain qualified financial contracts.--
                    (A) Rights of parties to contracts.--Subject to 
                subsection (a)(8) and paragraphs (9) and (10) of this 
                subsection, and notwithstanding any other provision of 
                this section, any other provision of Federal law, or the 
                law of any State, no person shall be stayed or 
                prohibited from exercising--
                          (i) any right that such person has to cause 
                      the termination, liquidation, or acceleration of 
                      any qualified financial contract with a covered 
                      financial company which arises upon the date of 
                      appointment of the Corporation as receiver for 
                      such covered financial company or at any time 
                      after such appointment;
                          (ii) any right under any security agreement or 
                      arrangement or other credit enhancement related to 
                      one or more qualified financial contracts 
                      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 or agreements described 
                      in clause (i), including any master agreement for 
                      such contracts or agreements.
                    (B) Applicability of other provisions.--Subsection 
                (a)(8) shall apply in the case of any judicial action or 
                proceeding brought against the Corporation as receiver 
                referred to in subparagraph (A), or the subject covered 
                financial company, by any party to a contract or 
                agreement described in subparagraph (A)(i) with such 
                covered financial company.
                    (C) Certain transfers not avoidable.--
                          (i) In general.--Notwithstanding subsection 
                      (a)(11), (a)(12), or (c)(12), section 5242 of the 
                      Revised Statutes of the United States, or any 
                      other provision of Federal or State law relating 
                      to the avoidance of preferential or fraudulent 
                      transfers, the Corporation, whether acting as the 
                      Corporation or as receiver for a covered financial 
                      company, may not avoid any transfer of money or 
                      other property in connection with

[[Page 124 STAT. 1482]]

                      any qualified financial contract with a covered 
                      financial company.
                          (ii) Exception for certain transfers.--Clause 
                      (i) shall not apply to any transfer of money or 
                      other property in connection with any qualified 
                      financial contract with a covered financial 
                      company if the transferee had actual intent to 
                      hinder, delay, or defraud such company, the 
                      creditors of such company, or the Corporation as 
                      receiver appointed for such company.
                    (D) Certain contracts and agreements defined.--For 
                purposes of this subsection, the following definitions 
                shall apply:
                          (i) Qualified financial contract.--The term 
                      ``qualified financial contract'' means any 
                      securities contract, commodity contract, forward 
                      contract, repurchase agreement, swap agreement, 
                      and any similar agreement that the Corporation 
                      determines by regulation, resolution, or order to 
                      be a qualified financial contract for purposes of 
                      this paragraph.
                          (ii) Securities contract.--The term 
                      ``securities contract''--
                                    (I) means a contract for the 
                                purchase, sale, or loan of a security, a 
                                certificate of deposit, a mortgage loan, 
                                any interest in a mortgage loan, a group 
                                or index of securities, certificates of 
                                deposit, or mortgage loans or interests 
                                therein (including any interest therein 
                                or based on the value thereof), or any 
                                option on any of the foregoing, 
                                including any option to purchase or sell 
                                any such security, certificate of 
                                deposit, mortgage loan, interest, group 
                                or index, or option, and including any 
                                repurchase or reverse repurchase 
                                transaction on any such security, 
                                certificate of deposit, mortgage loan, 
                                interest, group or index, or option 
                                (whether or not such repurchase or 
                                reverse repurchase transaction is a 
                                ``repurchase agreement'', as defined in 
                                clause (v));
                                    (II) does not include any purchase, 
                                sale, or repurchase obligation under a 
                                participation in a commercial mortgage 
                                loan unless the Corporation determines 
                                by regulation, resolution, or order to 
                                include any such agreement within the 
                                meaning of such term;
                                    (III) means any option entered into 
                                on a national securities exchange 
                                relating to foreign currencies;
                                    (IV) means the guarantee (including 
                                by novation) by or to any securities 
                                clearing agency of any settlement of 
                                cash, securities, certificates of 
                                deposit, mortgage loans or interests 
                                therein, group or index of securities, 
                                certificates of deposit or mortgage 
                                loans or interests therein (including 
                                any interest therein or based on the 
                                value thereof) or an option on any of 
                                the foregoing, including any option to 
                                purchase or sell any such security, 
                                certificate of deposit, mortgage loan, 
                                interest, group or index, or option 
                                (whether or not such

[[Page 124 STAT. 1483]]

                                settlement is in connection with any 
                                agreement or transaction referred to in 
                                subclauses (I) through (XII) (other than 
                                subclause (II)));
                                    (V) means any margin loan;
                                    (VI) means any extension of credit 
                                for the clearance or settlement of 
                                securities transactions;
                                    (VII) means any loan transaction 
                                coupled with a securities collar 
                                transaction, any prepaid securities 
                                forward transaction, or any total return 
                                swap transaction coupled with a 
                                securities sale transaction;
                                    (VIII) means any other agreement or 
                                transaction that is similar to any 
                                agreement or transaction referred to in 
                                this clause;
                                    (IX) means any combination of the 
                                agreements or transactions referred to 
                                in this clause;
                                    (X) means any option to enter into 
                                any agreement or transaction referred to 
                                in this clause;
                                    (XI) means a master agreement that 
                                provides for an agreement or transaction 
                                referred to in any of subclauses (I) 
                                through (X), other than subclause (II), 
                                together with all supplements to any 
                                such master agreement, without regard to 
                                whether the master agreement provides 
                                for an agreement or transaction that is 
                                not a securities contract under this 
                                clause, except that the master agreement 
                                shall be considered to be a securities 
                                contract under this clause only with 
                                respect to each agreement or transaction 
                                under the master agreement that is 
                                referred to in any of subclauses (I) 
                                through (X), other than subclause (II); 
                                and
                                    (XII) means any security agreement 
                                or arrangement or other credit 
                                enhancement related to any agreement or 
                                transaction referred to in this clause, 
                                including any guarantee or reimbursement 
                                obligation in connection with any 
                                agreement or transaction referred to in 
                                this clause.
                          (iii) Commodity contract.--The term 
                      ``commodity contract'' means--
                                    (I) with respect to a futures 
                                commission merchant, a contract for the 
                                purchase or sale of a commodity for 
                                future delivery on, or subject to the 
                                rules of, a contract market or board of 
                                trade;
                                    (II) with respect to a foreign 
                                futures commission merchant, a foreign 
                                future;
                                    (III) with respect to a leverage 
                                transaction merchant, a leverage 
                                transaction;
                                    (IV) with respect to a clearing 
                                organization, a contract for the 
                                purchase or sale of a commodity for 
                                future delivery on, or subject to the 
                                rules of, a contract market or board of 
                                trade that is cleared by such clearing 
                                organization, or commodity option traded 
                                on, or subject to the rules of, a 
                                contract market or board of trade that 
                                is cleared by such clearing 
                                organization;
                                    (V) with respect to a commodity 
                                options dealer, a commodity option;

[[Page 124 STAT. 1484]]

                                    (VI) any other agreement or 
                                transaction that is similar to any 
                                agreement or transaction referred to in 
                                this clause;
                                    (VII) any combination of the 
                                agreements or transactions referred to 
                                in this clause;
                                    (VIII) any option to enter into any 
                                agreement or transaction referred to in 
                                this clause;
                                    (IX) a master agreement that 
                                provides for an agreement or transaction 
                                referred to in any of subclauses (I) 
                                through (VIII), together with all 
                                supplements to any such master 
                                agreement, without regard to whether the 
                                master agreement provides for an 
                                agreement or transaction that is not a 
                                commodity contract under this clause, 
                                except that the master agreement shall 
                                be considered to be a commodity contract 
                                under this clause only with respect to 
                                each agreement or transaction under the 
                                master agreement that is referred to in 
                                any of subclauses (I) through (VIII); or
                                    (X) any security agreement or 
                                arrangement or other credit enhancement 
                                related to any agreement or transaction 
                                referred to in this clause, including 
                                any guarantee or reimbursement 
                                obligation in connection with any 
                                agreement or transaction referred to in 
                                this clause.
                          (iv) Forward contract.--The term ``forward 
                      contract'' means--
                                    (I) a contract (other than a 
                                commodity contract) for the purchase, 
                                sale, or transfer of a commodity or any 
                                similar good, article, service, right, 
                                or interest which is presently or in the 
                                future becomes the subject of dealing in 
                                the forward contract trade, or product 
                                or byproduct thereof, with a maturity 
                                date that is more than 2 days after the 
                                date on which the contract is entered 
                                into, including a repurchase or reverse 
                                repurchase transaction (whether or not 
                                such repurchase or reverse repurchase 
                                transaction is a ``repurchase 
                                agreement'', as defined in clause (v)), 
                                consignment, lease, swap, hedge 
                                transaction, deposit, loan, option, 
                                allocated transaction, unallocated 
                                transaction, or any other similar 
                                agreement;
                                    (II) any combination of agreements 
                                or transactions referred to in 
                                subclauses (I) and (III);
                                    (III) any option to enter into any 
                                agreement or transaction referred to in 
                                subclause (I) or (II);
                                    (IV) a master agreement that 
                                provides for an agreement or transaction 
                                referred to in subclause (I), (II), or 
                                (III), together with all supplements to 
                                any such master agreement, without 
                                regard to whether the master agreement 
                                provides for an agreement or transaction 
                                that is not a forward contract under 
                                this clause, except that the master 
                                agreement shall be considered to be a 
                                forward contract under this clause only 
                                with respect to each agreement or 
                                transaction under the master

[[Page 124 STAT. 1485]]

                                agreement that is referred to in 
                                subclause (I), (II), or (III); or
                                    (V) any security agreement or 
                                arrangement or other credit enhancement 
                                related to any agreement or transaction 
                                referred to in subclause (I), (II), 
                                (III), or (IV), including any guarantee 
                                or reimbursement obligation in 
                                connection with any agreement or 
                                transaction referred to in any such 
                                subclause.
                          (v) Repurchase agreement.--The term 
                      ``repurchase agreement'' (which definition also 
                      applies to a reverse repurchase agreement)--
                                    (I) means an agreement, including 
                                related terms, which provides for the 
                                transfer of one or more certificates of 
                                deposit, mortgage related securities (as 
                                such term is defined in section 3 of the 
                                Securities Exchange Act of 1934), 
                                mortgage loans, interests in mortgage-
                                related securities or mortgage loans, 
                                eligible bankers' acceptances, qualified 
                                foreign government securities (which, 
                                for purposes of this clause, means a 
                                security that is a direct obligation of, 
                                or that is fully guaranteed by, the 
                                central government of a member of the 
                                Organization for Economic Cooperation 
                                and Development, as determined by 
                                regulation or order adopted by the Board 
                                of Governors), or securities that are 
                                direct obligations of, or that are fully 
                                guaranteed by, the United States or any 
                                agency of the United States against the 
                                transfer of funds by the transferee of 
                                such certificates of deposit, eligible 
                                bankers' acceptances, securities, 
                                mortgage loans, or interests with a 
                                simultaneous agreement by such 
                                transferee to transfer to the transferor 
                                thereof certificates of deposit, 
                                eligible bankers' acceptances, 
                                securities, mortgage loans, or interests 
                                as described above, at a date certain 
                                not later than 1 year after such 
                                transfers or on demand, against the 
                                transfer of funds, or any other similar 
                                agreement;
                                    (II) does not include any repurchase 
                                obligation under a participation in a 
                                commercial mortgage loan, unless the 
                                Corporation determines, by regulation, 
                                resolution, or order to include any such 
                                participation within the meaning of such 
                                term;
                                    (III) means any combination of 
                                agreements or transactions referred to 
                                in subclauses (I) and (IV);
                                    (IV) means any option to enter into 
                                any agreement or transaction referred to 
                                in subclause (I) or (III);
                                    (V) means a master agreement that 
                                provides for an agreement or transaction 
                                referred to in subclause (I), (III), or 
                                (IV), together with all supplements to 
                                any such master agreement, without 
                                regard to whether the master agreement 
                                provides for an agreement or transaction 
                                that is not a repurchase agreement under 
                                this clause, except

[[Page 124 STAT. 1486]]

                                that the master agreement shall be 
                                considered to be a repurchase agreement 
                                under this subclause only with respect 
                                to each agreement or transaction under 
                                the master agreement that is referred to 
                                in subclause (I), (III), or (IV); and
                                    (VI) means any security agreement or 
                                arrangement or other credit enhancement 
                                related to any agreement or transaction 
                                referred to in subclause (I), (III), 
                                (IV), or (V), including any guarantee or 
                                reimbursement obligation in connection 
                                with any agreement or transaction 
                                referred to in any such subclause.
                          (vi) Swap agreement.--The term ``swap 
                      agreement'' means--
                                    (I) any agreement, including the 
                                terms and conditions incorporated by 
                                reference in any such agreement, which 
                                is an interest rate swap, option, 
                                future, or forward agreement, including 
                                a rate floor, rate cap, rate collar, 
                                cross-currency rate swap, and basis 
                                swap; a spot, same day-tomorrow, 
                                tomorrow-next, forward, or other foreign 
                                exchange, precious metals, or other 
                                commodity agreement; a currency swap, 
                                option, future, or forward agreement; an 
                                equity index or equity swap, option, 
                                future, or forward agreement; a debt 
                                index or debt swap, option, future, or 
                                forward agreement; a total return, 
                                credit spread or credit swap, option, 
                                future, or forward agreement; a 
                                commodity index or commodity swap, 
                                option, future, or forward agreement; 
                                weather swap, option, future, or forward 
                                agreement; an emissions swap, option, 
                                future, or forward agreement; or an 
                                inflation swap, option, future, or 
                                forward agreement;
                                    (II) any agreement or transaction 
                                that is similar to any other agreement 
                                or transaction referred to in this 
                                clause and that is of a type that has 
                                been, is presently, or in the future 
                                becomes, the subject of recurrent 
                                dealings in the swap or other 
                                derivatives markets (including terms and 
                                conditions incorporated by reference in 
                                such agreement) and that is a forward, 
                                swap, future, option, or spot 
                                transaction on one or more rates, 
                                currencies, commodities, equity 
                                securities or other equity instruments, 
                                debt securities or other debt 
                                instruments, quantitative measures 
                                associated with an occurrence, extent of 
                                an occurrence, or contingency associated 
                                with a financial, commercial, or 
                                economic consequence, or economic or 
                                financial indices or measures of 
                                economic or financial risk or value;
                                    (III) any combination of agreements 
                                or transactions referred to in this 
                                clause;
                                    (IV) any option to enter into any 
                                agreement or transaction referred to in 
                                this clause;
                                    (V) a master agreement that provides 
                                for an agreement or transaction referred 
                                to in subclause (I), (II), (III), or 
                                (IV), together with all supplements

[[Page 124 STAT. 1487]]

                                to any such master agreement, without 
                                regard to whether the master agreement 
                                contains an agreement or transaction 
                                that is not a swap agreement under this 
                                clause, except that the master agreement 
                                shall be considered to be a swap 
                                agreement under this clause only with 
                                respect to each agreement or transaction 
                                under the master agreement that is 
                                referred to in subclause (I), (II), 
                                (III), or (IV); and
                                    (VI) any security agreement or 
                                arrangement or other credit enhancement 
                                related to any agreement or transaction 
                                referred to in any of subclauses (I) 
                                through (V), including any guarantee or 
                                reimbursement obligation in connection 
                                with any agreement or transaction 
                                referred to in any such clause.
                          (vii) Definitions relating to default.--When 
                      used in this paragraph and paragraphs (9) and 
                      (10)--
                                    (I) the term ``default'' means, with 
                                respect to a covered financial company, 
                                any adjudication or other official 
                                decision by any court of competent 
                                jurisdiction, or other public authority 
                                pursuant to which the Corporation has 
                                been appointed receiver; and
                                    (II) the term ``in danger of 
                                default'' means a covered financial 
                                company with respect to which the 
                                Corporation or appropriate State 
                                authority has determined that--
                                            (aa) in the opinion of the 
                                        Corporation or such authority--
                                                (AA) the covered 
                                            financial company is not 
                                            likely to be able to pay its 
                                            obligations in the normal 
                                            course of business; and
                                                (BB) there is no 
                                            reasonable prospect that the 
                                            covered financial company 
                                            will be able to pay such 
                                            obligations without Federal 
                                            assistance; or
                                            (bb) in the opinion of the 
                                        Corporation or such authority--
                                                (AA) the covered 
                                            financial company has 
                                            incurred or is likely to 
                                            incur losses that will 
                                            deplete all or substantially 
                                            all of its capital; and
                                                (BB) there is no 
                                            reasonable prospect that the 
                                            capital will be replenished 
                                            without Federal assistance.
                          (viii) Treatment of master agreement as one 
                      agreement.--Any master agreement for any contract 
                      or agreement described in any of clauses (i) 
                      through (vi) (or any master agreement for such 
                      master agreement or agreements), together with all 
                      supplements to such master agreement, shall be 
                      treated as a single agreement and a single 
                      qualified financial contact. If a master agreement 
                      contains provisions relating to agreements or 
                      transactions that are not themselves qualified 
                      financial contracts, the master agreement

[[Page 124 STAT. 1488]]

                      shall be deemed to be a qualified financial 
                      contract only with respect to those transactions 
                      that are themselves qualified financial contracts.
                          (ix) Transfer.--The term ``transfer'' means 
                      every mode, direct or indirect, absolute or 
                      conditional, voluntary or involuntary, of 
                      disposing of or parting with property or with an 
                      interest in property, including retention of title 
                      as a security interest and foreclosure of the 
                      equity of redemption of the covered financial 
                      company.
                          (x) Person.--The term ``person'' includes any 
                      governmental entity in addition to any entity 
                      included in the definition of such term in section 
                      1, title 1, United States Code.
                    (E) Clarification.--No provision of law shall be 
                construed as limiting the right or power of the 
                Corporation, or authorizing any court or agency to limit 
                or delay, in any manner, the right or power of the 
                Corporation to transfer any qualified financial contract 
                or to disaffirm or repudiate any such contract in 
                accordance with this subsection.
                    (F) Walkaway clauses not effective.--
                          (i) In general.--Notwithstanding the 
                      provisions of subparagraph (A) of this paragraph 
                      and sections 403 and 404 of the Federal Deposit 
                      Insurance Corporation Improvement Act of 1991, no 
                      walkaway clause shall be enforceable in a 
                      qualified financial contract of a covered 
                      financial company in default.
                          (ii) Limited suspension of certain 
                      obligations.--In <<NOTE: Time period.>> the case 
                      of a qualified financial contract referred to in 
                      clause (i), any payment or delivery obligations 
                      otherwise due from a party pursuant to the 
                      qualified financial contract shall be suspended 
                      from the time at which the Corporation is 
                      appointed as receiver until the earlier of--
                                    (I) the time at which such party 
                                receives notice that such contract has 
                                been transferred pursuant to paragraph 
                                (10)(A); or
                                    (II) 5:00 p.m. (eastern time) on the 
                                business day following the date of the 
                                appointment of the Corporation as 
                                receiver.
                          (iii) Walkaway clause defined.--For purposes 
                      of this subparagraph, the term ``walkaway clause'' 
                      means any provision in a qualified financial 
                      contract that suspends, conditions, or 
                      extinguishes a payment obligation of a party, in 
                      whole or in part, or does not create a payment 
                      obligation of a party that would otherwise exist, 
                      solely because of the status of such party as a 
                      nondefaulting party in connection with the 
                      insolvency of a covered financial company that is 
                      a party to the contract or the appointment of or 
                      the exercise of rights or powers by the 
                      Corporation as receiver for such covered financial 
                      company, and not as a result of the exercise by a 
                      party of any right to offset, setoff, or net 
                      obligations that exist under the contract, any 
                      other contract between those parties, or 
                      applicable law.

[[Page 124 STAT. 1489]]

                    (G) Certain obligations to clearing organizations.--
                In the event that the Corporation has been appointed as 
                receiver for a covered financial company which is a 
                party to any qualified financial contract cleared by or 
                subject to the rules of a clearing organization (as 
                defined in paragraph (9)(D)), the receiver shall use its 
                best efforts to meet all margin, collateral, and 
                settlement obligations of the covered financial company 
                that arise under qualified financial contracts (other 
                than any margin, collateral, or settlement obligation 
                that is not enforceable against the receiver under 
                paragraph (8)(F)(i) or paragraph (10)(B)), as required 
                by the rules of the clearing organization when due. 
                Notwithstanding any other provision of this title, if 
                the receiver fails to satisfy any such margin, 
                collateral, or settlement obligations under the rules of 
                the clearing organization, the clearing organization 
                shall have the immediate right to exercise, and shall 
                not be stayed from exercising, all of its rights and 
                remedies under its rules and applicable law with respect 
                to any qualified financial contract of the covered 
                financial company, including, without limitation, the 
                right to liquidate all positions and collateral of such 
                covered financial company under the company's qualified 
                financial contracts, and suspend or cease to act for 
                such covered financial company, all in accordance with 
                the rules of the clearing organization.
                    (H) Recordkeeping.--
                          (i) Joint rulemaking.--The Federal primary 
                      financial regulatory agencies shall jointly 
                      prescribe regulations requiring that financial 
                      companies maintain such records with respect to 
                      qualified financial contracts (including market 
                      valuations) that the Federal primary financial 
                      regulatory agencies determine to be necessary or 
                      appropriate in order to assist the Corporation as 
                      receiver for a covered financial company in being 
                      able to exercise its rights and fulfill its 
                      obligations under this paragraph or paragraph (9) 
                      or (10).
                          (ii) Time frame.--The Federal primary 
                      financial regulatory agencies shall prescribe 
                      joint final or interim final regulations not later 
                      than 24 months after the date of enactment of this 
                      Act.
                          (iii) Back-up rulemaking authority.--If the 
                      Federal primary financial regulatory agencies do 
                      not prescribe joint final or interim final 
                      regulations within the time frame in clause (ii), 
                      the Chairperson of the Council shall prescribe, in 
                      consultation with the Corporation, the regulations 
                      required by clause (i).
                          (iv) Categorization and tiering.--The joint 
                      regulations prescribed under clause (i) shall, as 
                      appropriate, differentiate among financial 
                      companies by taking into consideration their size, 
                      risk, complexity, leverage, frequency and dollar 
                      amount of qualified financial contracts, 
                      interconnectedness to the financial system, and 
                      any other factors deemed appropriate.
            (9) Transfer of qualified financial contracts.--
                    (A) In general.--In making any transfer of assets or 
                liabilities of a covered financial company in default,

[[Page 124 STAT. 1490]]

                which includes any qualified financial contract, the 
                Corporation as receiver for such covered financial 
                company shall either--
                          (i) transfer to one financial institution, 
                      other than a financial institution for which a 
                      conservator, receiver, trustee in bankruptcy, or 
                      other legal custodian has been appointed or which 
                      is otherwise the subject of a bankruptcy or 
                      insolvency proceeding--
                                    (I) all qualified financial 
                                contracts between any person or any 
                                affiliate of such person and the covered 
                                financial company in default;
                                    (II) all claims of such person or 
                                any affiliate of such person against 
                                such covered financial company under any 
                                such contract (other than any claim 
                                which, under the terms of any such 
                                contract, is subordinated to the claims 
                                of general unsecured creditors of such 
                                company);
                                    (III) all claims of such covered 
                                financial company against such person or 
                                any affiliate of such person under any 
                                such contract; and
                                    (IV) all property securing or any 
                                other credit enhancement for any 
                                contract described in subclause (I) or 
                                any claim described in subclause (II) or 
                                (III) under any such contract; or
                          (ii) transfer none of the qualified financial 
                      contracts, claims, property or other credit 
                      enhancement referred to in clause (i) (with 
                      respect to such person and any affiliate of such 
                      person).
                    (B) Transfer to foreign bank, financial institution, 
                or branch or agency thereof.--In transferring any 
                qualified financial contracts and related claims and 
                property under subparagraph (A)(i), the Corporation as 
                receiver for the covered financial company shall not 
                make such transfer to a foreign bank, financial 
                institution organized under the laws of a foreign 
                country, or a branch or agency of a foreign bank or 
                financial institution unless, under the law applicable 
                to such bank, financial institution, branch or agency, 
                to the qualified financial contracts, and to any netting 
                contract, any security agreement or arrangement or other 
                credit enhancement related to one or more qualified 
                financial contracts, the contractual rights of the 
                parties to such qualified financial contracts, netting 
                contracts, security agreements or arrangements, or other 
                credit enhancements are enforceable substantially to the 
                same extent as permitted under this section.
                    (C) Transfer of contracts subject to the rules of a 
                clearing organization.--In the event that the 
                Corporation as receiver for a financial institution 
                transfers any qualified financial contract and related 
                claims, property, or credit enhancement pursuant to 
                subparagraph (A)(i) and such contract is cleared by or 
                subject to the rules of a clearing organization, the 
                clearing organization shall not be required to accept 
                the transferee as a member by virtue of the transfer.
                    (D) Definitions.--For purposes of this paragraph--

[[Page 124 STAT. 1491]]

                          (i) the term ``financial institution'' means a 
                      broker or dealer, a depository institution, a 
                      futures commission merchant, a bridge financial 
                      company, or any other institution determined by 
                      the Corporation, by regulation, to be a financial 
                      institution; and
                          (ii) the term ``clearing organization'' has 
                      the same meaning as in section 402 of the Federal 
                      Deposit Insurance Corporation Improvement Act of 
                      1991.
            (10) Notification of transfer.--
                    (A) In general.--
                          (i) Notice.--The Corporation shall provide 
                      notice in accordance with clause (ii), if--
                                    (I) the Corporation as receiver for 
                                a covered financial company in default 
                                or in danger of default transfers any 
                                assets or liabilities of the covered 
                                financial company; and
                                    (II) the transfer includes any 
                                qualified financial contract.
                          (ii) Timing.--The Corporation as receiver for 
                      a covered financial company shall notify any 
                      person who is a party to any contract described in 
                      clause (i) of such transfer not later than 5:00 
                      p.m. (eastern time) on the business day following 
                      the date of the appointment of the Corporation as 
                      receiver.
                    (B) Certain rights not enforceable.--
                          (i) Receivership.--A <<NOTE: Time 
                      period.>> person who is a party to a qualified 
                      financial contract with a covered financial 
                      company may not exercise any right that such 
                      person has to terminate, liquidate, or net such 
                      contract under paragraph (8)(A) solely by reason 
                      of or incidental to the appointment under this 
                      section of the Corporation as receiver for the 
                      covered financial company (or the insolvency or 
                      financial condition of the covered financial 
                      company for which the Corporation has been 
                      appointed as receiver)--
                                    (I) until 5:00 p.m. (eastern time) 
                                on the business day following the date 
                                of the appointment; or
                                    (II) after the person has received 
                                notice that the contract has been 
                                transferred pursuant to paragraph 
                                (9)(A).
                          (ii) Notice.--For purposes of this paragraph, 
                      the Corporation as receiver for a covered 
                      financial company shall be deemed to have notified 
                      a person who is a party to a qualified financial 
                      contract with such covered financial company, if 
                      the Corporation has taken steps reasonably 
                      calculated to provide notice to such person by the 
                      time specified in subparagraph (A).
                    (C) Treatment of bridge financial company.--For 
                purposes of paragraph (9), a bridge financial company 
                shall not be considered to be a financial institution 
                for which a conservator, receiver, trustee in 
                bankruptcy, or other legal custodian has been appointed, 
                or which is otherwise the subject of a bankruptcy or 
                insolvency proceeding.
                    (D) Business day defined.--For purposes of this 
                paragraph, the term ``business day'' means any day other 
                than any Saturday, Sunday, or any day on which either 
                the

[[Page 124 STAT. 1492]]

                New York Stock Exchange or the Federal Reserve Bank of 
                New York is closed.
            (11) Disaffirmance or repudiation of qualified financial 
        contracts.--In exercising the rights of disaffirmance or 
        repudiation of the Corporation as receiver with respect to any 
        qualified financial contract to which a covered financial 
        company is a party, the Corporation shall either--
                    (A) disaffirm or repudiate all qualified financial 
                contracts between--
                          (i) any person or any affiliate of such 
                      person; and
                          (ii) the covered financial company in default; 
                      or
                    (B) disaffirm or repudiate none of the qualified 
                financial contracts referred to in subparagraph (A) 
                (with respect to such person or any affiliate of such 
                person).
            (12) Certain security and customer interests not 
        avoidable.--No provision of this subsection shall be construed 
        as permitting the avoidance of any--
                    (A) legally enforceable or perfected security 
                interest in any of the assets of any covered financial 
                company, except in accordance with subsection (a)(11); 
                or
                    (B) legally enforceable interest in customer 
                property, security entitlements in respect of assets or 
                property held by the covered financial company for any 
                security entitlement holder.
            (13) Authority to enforce contracts.--
                    (A) In general.--The Corporation, as receiver for a 
                covered financial company, may enforce any contract, 
                other than a liability insurance contract of a director 
                or officer, a financial institution bond entered into by 
                the covered financial company, notwithstanding any 
                provision of the contract providing for termination, 
                default, acceleration, or exercise of rights upon, or 
                solely by reason of, insolvency, the appointment of or 
                the exercise of rights or powers by the Corporation as 
                receiver, the filing of the petition pursuant to section 
                202(a)(1), or the issuance of the recommendations or 
                determination, or any actions or events occurring in 
                connection therewith or as a result thereof, pursuant to 
                section 203.
                    (B) Certain rights not affected.--No provision of 
                this paragraph may be construed as impairing or 
                affecting any right of the Corporation as receiver to 
                enforce or recover under a liability insurance contract 
                of a director or officer or financial institution bond 
                under other applicable law.
                    (C) Consent requirement and ipso facto clauses.--
                          (i) In general.--Except <<NOTE: Time 
                      period.>> as otherwise provided by this section, 
                      no person may exercise any right or power to 
                      terminate, accelerate, or declare a default under 
                      any contract to which the covered financial 
                      company is a party (and no provision in any such 
                      contract providing for such default, termination, 
                      or acceleration shall be enforceable), or to 
                      obtain possession of or exercise control over any 
                      property of the covered financial company or 
                      affect any contractual rights of the covered 
                      financial company, without the consent of the

[[Page 124 STAT. 1493]]

                      Corporation as receiver for the covered financial 
                      company during the 90 day period beginning from 
                      the appointment of the Corporation as receiver.
                          (ii) Exceptions.--No provision of this 
                      subparagraph shall apply to a director or officer 
                      liability insurance contract or a financial 
                      institution bond, to the rights of parties to 
                      certain qualified financial contracts pursuant to 
                      paragraph (8), or to the rights of parties to 
                      netting contracts pursuant to subtitle A of title 
                      IV of the Federal Deposit Insurance Corporation 
                      Improvement Act of 1991 (12 U.S.C. 4401 et seq.), 
                      or shall be construed as permitting the 
                      Corporation as receiver to fail to comply with 
                      otherwise enforceable provisions of such contract.
                    (D) Contracts to extend credit.--Notwithstanding any 
                other provision in this title, if the Corporation as 
                receiver enforces any contract to extend credit to the 
                covered financial company or bridge financial company, 
                any valid and enforceable obligation to repay such debt 
                shall be paid by the Corporation as receiver, as an 
                administrative expense of the receivership.
            (14) Exception for federal reserve banks and corporation 
        security interest.--No provision of this subsection shall apply 
        with respect to--
                    (A) any extension of credit from any Federal reserve 
                bank or the Corporation to any covered financial 
                company; or
                    (B) any security interest in the assets of the 
                covered financial company securing any such extension of 
                credit.
            (15) Savings clause.--The meanings of terms used in this 
        subsection are applicable for purposes of this subsection only, 
        and shall not be construed or applied so as to challenge or 
        affect the characterization, definition, or treatment of any 
        similar terms under any other statute, regulation, or rule, 
        including the Gramm-Leach-Bliley Act, the Legal Certainty for 
        Bank Products Act of 2000, the securities laws (as that term is 
        defined in section 3(a)(47) of the Securities Exchange Act of 
        1934), and the Commodity Exchange Act.
            (16) Enforcement of contracts guaranteed by the covered 
        financial company.--
                    (A) In general.--The Corporation, as receiver for a 
                covered financial company or as receiver for a 
                subsidiary of a covered financial company (including an 
                insured depository institution) shall have the power to 
                enforce contracts of subsidiaries or affiliates of the 
                covered financial company, the obligations under which 
                are guaranteed or otherwise supported by or linked to 
                the covered financial company, notwithstanding any 
                contractual right to cause the termination, liquidation, 
                or acceleration of such contracts based solely on the 
                insolvency, financial condition, or receivership of the 
                covered financial company, if--
                          (i) such guaranty or other support and all 
                      related assets and liabilities are transferred to 
                      and assumed by a bridge financial company or a 
                      third party (other than a third party for which a 
                      conservator, receiver, trustee in bankruptcy, or 
                      other legal custodian has been appointed, or which 
                      is otherwise the subject of

[[Page 124 STAT. 1494]]

                      a bankruptcy or insolvency proceeding) within the 
                      same period of time as the Corporation is entitled 
                      to transfer the qualified financial contracts of 
                      such covered financial company; or
                          (ii) the Corporation, as receiver, otherwise 
                      provides adequate protection with respect to such 
                      obligations.
                    (B) Rule of construction.--For purposes of this 
                paragraph, a bridge financial company shall not be 
                considered to be a third party for which a conservator, 
                receiver, trustee in bankruptcy, or other legal 
                custodian has been appointed, or which is otherwise the 
                subject of a bankruptcy or insolvency proceeding.

    (d) 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 utilized by the Corporation for a covered financial 
        company, including transactions authorized under subsection (h), 
        this subsection shall govern the rights of the creditors of any 
        such covered financial company.
            (2) Maximum liability.--The maximum liability of the 
        Corporation, acting as receiver for a covered financial company 
        or in any other capacity, to any person having a claim against 
        the Corporation as receiver or the covered financial company for 
        which the Corporation is appointed shall equal the amount that 
        such claimant would have received if--
                    (A) the Corporation had not been appointed receiver 
                with respect to the covered financial company; and
                    (B) the covered financial company had been 
                liquidated under chapter 7 of the Bankruptcy Code, or 
                any similar provision of State insolvency law applicable 
                to the covered financial company.
            (3) Special provision for orderly liquidation by sipc.--The 
        maximum liability of the Corporation, acting as receiver or in 
        its corporate capacity for any covered broker or dealer to any 
        customer of such covered broker or dealer, with respect to 
        customer property of such customer, shall be--
                    (A) equal to the amount that such customer would 
                have received with respect to such customer property in 
                a case initiated by SIPC under the Securities Investor 
                Protection Act of 1970 (15 U.S.C. 78aaa et seq.); and
                    (B) determined <<NOTE: Determination.>> as of the 
                close of business on the date on which the Corporation 
                is appointed as receiver.
            (4) Additional payments authorized.--
                    (A) In general.--Subject to subsection (o)(1)(D)(i), 
                the Corporation, with the approval of the Secretary, may 
                make additional payments or credit additional amounts to 
                or with respect to or for the account of any claimant or 
                category of claimants of the covered financial company, 
                if the Corporation determines that such payments or 
                credits are necessary or appropriate to minimize losses 
                to the Corporation as receiver from the orderly 
                liquidation of the covered financial company under this 
                section.
                    (B) Limitations.--
                          (i) Prohibition.--The Corporation shall not 
                      make any payments or credit amounts to any 
                      claimant or category of claimants that would 
                      result in any claimant receiving more than the 
                      face value amount of any

[[Page 124 STAT. 1495]]

                      claim that is proven to the satisfaction of the 
                      Corporation.
                          (ii) No obligation.--Notwithstanding any other 
                      provision of Federal or State law, or the 
                      Constitution of any State, the Corporation shall 
                      not be obligated, as a result of having made any 
                      payment under subparagraph (A) or credited any 
                      amount described in subparagraph (A) to or with 
                      respect to, or for the account, of any claimant or 
                      category of claimants, to make payments to any 
                      other claimant or category of claimants.
                    (C) Manner of payment.--The Corporation may make 
                payments or credit amounts under subparagraph (A) 
                directly to the claimants or may make such payments or 
                credit such amounts to a company other than a covered 
                financial company or a bridge financial company 
                established with respect thereto in order to induce such 
                other company to accept liability for such claims.

    (e) Limitation on Court Action.--Except as provided in this title, 
no court may take any action to restrain or affect the exercise of 
powers or functions of the receiver hereunder, and any remedy against 
the Corporation or receiver shall be limited to money damages determined 
in accordance with this title.
    (f) Liability of Directors and Officers.--
            (1) In general.--A director or officer of a covered 
        financial company may be held personally liable for monetary 
        damages in any civil action described in paragraph (2) by, on 
        behalf of, or at the request or direction of the Corporation, 
        which action is prosecuted wholly or partially for the benefit 
        of the Corporation--
                    (A) acting as receiver for such covered financial 
                company;
                    (B) acting based upon a suit, claim, or cause of 
                action purchased from, assigned by, or otherwise 
                conveyed by the Corporation as receiver; or
                    (C) acting based upon a suit, claim, or cause of 
                action purchased from, assigned by, or otherwise 
                conveyed in whole or in part by a covered financial 
                company or its affiliate in connection with assistance 
                provided under this title.
            (2) Actions covered.--Paragraph (1) shall apply with respect 
        to actions for gross negligence, including any similar conduct 
        or conduct 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.
            (3) Savings clause.--Nothing in this subsection shall impair 
        or affect any right of the Corporation under other applicable 
        law.

    (g) Damages.--In any proceeding related to any claim against a 
director, officer, employee, agent, attorney, accountant, or appraiser 
of a covered financial company, or any other party employed by or 
providing services to a covered financial company, recoverable damages 
determined to result from the improvident or otherwise improper use or 
investment of any assets of the covered financial company shall include 
principal losses and appropriate interest.

[[Page 124 STAT. 1496]]

    (h) Bridge Financial Companies.--
            (1) Organization.--
                    (A) Purpose.--The Corporation, as receiver for one 
                or more covered financial companies or in anticipation 
                of being appointed receiver for one or more covered 
                financial companies, may organize one or more bridge 
                financial companies in accordance with this subsection.
                    (B) Authorities.--Upon the creation of a bridge 
                financial company under subparagraph (A) with respect to 
                a covered financial company, such bridge financial 
                company may--
                          (i) assume such liabilities (including 
                      liabilities associated with any trust or custody 
                      business, but excluding any liabilities that count 
                      as regulatory capital) of such covered financial 
                      company as the Corporation may, in its discretion, 
                      determine to be appropriate;
                          (ii) purchase such assets (including assets 
                      associated with any trust or custody business) of 
                      such covered financial company as the Corporation 
                      may, in its discretion, determine to be 
                      appropriate; and
                          (iii) perform any other temporary function 
                      which the Corporation may, in its discretion, 
                      prescribe in accordance with this section.
            (2) Charter and establishment.--
                    (A) Establishment.--Except as provided in 
                subparagraph (H), where the covered financial company is 
                a covered broker or dealer, the Corporation, as receiver 
                for a covered financial company, may grant a Federal 
                charter to and approve articles of association for one 
                or more bridge financial company or companies, with 
                respect to such covered financial company which shall, 
                by operation of law and immediately upon issuance of its 
                charter and approval of its articles of association, be 
                established and operate in accordance with, and subject 
                to, such charter, articles, and this section.
                    (B) Management.--Upon its establishment, a bridge 
                financial company shall be under the management of a 
                board of directors appointed by the Corporation.
                    (C) Articles of association.--The articles of 
                association and organization certificate of a bridge 
                financial company shall have such terms as the 
                Corporation may provide, and shall be executed by such 
                representatives as the Corporation may designate.
                    (D) Terms of charter; rights and privileges.--
                Subject to and in accordance with the provisions of this 
                subsection, the Corporation shall--
                          (i) establish the terms of the charter of a 
                      bridge financial company and the rights, powers, 
                      authorities, and privileges of a bridge financial 
                      company granted by the charter or as an incident 
                      thereto; and
                          (ii) provide for, and establish the terms and 
                      conditions governing, the management (including 
                      the bylaws and the number of directors of the 
                      board of directors) and operations of the bridge 
                      financial company.
                    (E) Transfer of rights and privileges of covered 
                financial company.--

[[Page 124 STAT. 1497]]

                          (i) In general.--Notwithstanding any other 
                      provision of Federal or State law, the Corporation 
                      may provide for a bridge financial company to 
                      succeed to and assume any rights, powers, 
                      authorities, or privileges of the covered 
                      financial company with respect to which the bridge 
                      financial company was established and, upon such 
                      determination by the Corporation, the bridge 
                      financial company shall immediately and by 
                      operation of law succeed to and assume such 
                      rights, powers, authorities, and privileges.
                          (ii) Effective without approval.--Any 
                      succession to or assumption by a bridge financial 
                      company of rights, powers, authorities, or 
                      privileges of a covered financial company under 
                      clause (i) or otherwise shall be effective without 
                      any further approval under Federal or State law, 
                      assignment, or consent with respect thereto.
                    (F) Corporate governance and election and 
                designation of body of law.--To the extent permitted by 
                the Corporation and consistent with this section and any 
                rules, regulations, or directives issued by the 
                Corporation under this section, a bridge financial 
                company may elect to follow the corporate governance 
                practices and procedures that are applicable to a 
                corporation incorporated under the general corporation 
                law of the State of Delaware, or the State of 
                incorporation or organization of the covered financial 
                company with respect to which the bridge financial 
                company was established, as such law may be amended from 
                time to time.
                    (G) Capital.--
                          (i) Capital not required.--Notwithstanding any 
                      other provision of Federal or State law, a bridge 
                      financial company may, if permitted by the 
                      Corporation, operate without any capital or 
                      surplus, or with such capital or surplus as the 
                      Corporation may in its discretion determine to be 
                      appropriate.
                          (ii) No contribution by the corporation 
                      required.--The Corporation is not required to pay 
                      capital into a bridge financial company or to 
                      issue any capital stock on behalf of a bridge 
                      financial company established under this 
                      subsection.
                          (iii) Authority.--If the Corporation 
                      determines that such action is advisable, the 
                      Corporation may cause capital stock or other 
                      securities of a bridge financial company 
                      established with respect to a covered financial 
                      company to be issued and offered for sale in such 
                      amounts and on such terms and conditions as the 
                      Corporation may, in its discretion, determine.
                          (iv) Operating funds in lieu of capital and 
                      implementation plan.--Upon the organization of a 
                      bridge financial company, and thereafter as the 
                      Corporation may, in its discretion, determine to 
                      be necessary or advisable, the Corporation may 
                      make available to the bridge financial company, 
                      subject to the plan described in subsection 
                      (n)(9), funds for the operation of the bridge 
                      financial company in lieu of capital.
                    (H) Bridge brokers or dealers.--

[[Page 124 STAT. 1498]]

                          (i) In general.--The Corporation, as receiver 
                      for a covered broker or dealer, may approve 
                      articles of association for one or more bridge 
                      financial companies with respect to such covered 
                      broker or dealer, which bridge financial company 
                      or companies shall, by operation of law and 
                      immediately upon approval of its articles of 
                      association--
                                    (I) be established and deemed 
                                registered with the Commission under the 
                                Securities Exchange Act of 1934 and a 
                                member of SIPC;
                                    (II) operate in accordance with such 
                                articles and this section; and
                                    (III) succeed to any and all 
                                registrations and memberships of the 
                                covered financial company with or in any 
                                self-regulatory organizations.
                          (ii) Other requirements.--Except as provided 
                      in clause (i), and notwithstanding any other 
                      provision of this section, the bridge financial 
                      company shall be subject to the Federal securities 
                      laws and all requirements with respect to being a 
                      member of a self-regulatory organization, unless 
                      exempted from any such requirements by the 
                      Commission, as is necessary or appropriate in the 
                      public interest or for the protection of 
                      investors.
                          (iii) Treatment of customers.--Except as 
                      otherwise provided by this title, any customer of 
                      the covered broker or dealer whose account is 
                      transferred to a bridge financial company shall 
                      have all the rights, privileges, and protections 
                      under section 205(f) and under the Securities 
                      Investor Protection Act of 1970 (15 U.S.C. 78aaa 
                      et seq.), that such customer would have had if the 
                      account were not transferred from the covered 
                      financial company under this subparagraph.
                          (iv) Operation of bridge brokers or dealers.--
                      Notwithstanding any other provision of this title, 
                      the Corporation shall not operate any bridge 
                      financial company created by the Corporation under 
                      this title with respect to a covered broker or 
                      dealer in such a manner as to adversely affect the 
                      ability of customers to promptly access their 
                      customer property in accordance with applicable 
                      law.
            (3) Interests in and assets and obligations of covered 
        financial company.--Notwithstanding paragraph (1) or (2) or any 
        other provision of law--
                    (A) a bridge financial company shall assume, 
                acquire, or succeed to the assets or liabilities of a 
                covered financial company (including the assets or 
                liabilities associated with any trust or custody 
                business) only to the extent that such assets or 
                liabilities are transferred by the Corporation to the 
                bridge financial company in accordance with, and subject 
                to the restrictions set forth in, paragraph (1)(B); and
                    (B) a bridge financial company shall not assume, 
                acquire, or succeed to any obligation that a covered 
                financial company for which the Corporation has been 
                appointed receiver may have to any shareholder, member, 
                general

[[Page 124 STAT. 1499]]

                partner, limited partner, or other person with an 
                interest in the equity of the covered financial company 
                that arises as a result of the status of that person 
                having an equity claim in the covered financial company.
            (4) Bridge financial company treated as being in default for 
        certain purposes.--A bridge financial company shall be treated 
        as a covered financial company in default at such times and for 
        such purposes as the Corporation may, in its discretion, 
        determine.
            (5) Transfer of assets and liabilities.--
                    (A) Authority of corporation.--The Corporation, as 
                receiver for a covered financial company, may transfer 
                any assets and liabilities of a covered financial 
                company (including any assets or liabilities associated 
                with any trust or custody business) to one or more 
                bridge financial companies, in accordance with and 
                subject to the restrictions of paragraph (1).
                    (B) Subsequent transfers.--At any time after the 
                establishment of a bridge financial company with respect 
                to a covered financial company, the Corporation, as 
                receiver, may transfer any assets and liabilities of 
                such covered financial company as the Corporation may, 
                in its discretion, determine to be appropriate in 
                accordance with and subject to the restrictions of 
                paragraph (1).
                    (C) Treatment of trust or custody business.--For 
                purposes of this paragraph, the trust or custody 
                business, including fiduciary appointments, held by any 
                covered financial company is included among its assets 
                and liabilities.
                    (D) Effective without approval.--The transfer of any 
                assets or liabilities, including those associated with 
                any trust or custody business of a covered financial 
                company, to a bridge financial company shall be 
                effective without any further approval under Federal or 
                State law, assignment, or consent with respect thereto.
                    (E) Equitable treatment of similarly situated 
                creditors.--The Corporation shall treat all creditors of 
                a covered financial company that are similarly situated 
                under subsection (b)(1), in a similar manner in 
                exercising the authority of the Corporation under this 
                subsection to transfer any assets or liabilities of the 
                covered financial company to one or more bridge 
                financial companies established with respect to such 
                covered financial company, except that the Corporation 
                may take any action (including making payments, subject 
                to subsection (o)(1)(D)(i)) that does not comply with 
                this subparagraph, if--
                          (i) the Corporation determines that such 
                      action is necessary--
                                    (I) to maximize the value of the 
                                assets of the covered financial company;
                                    (II) to maximize the present value 
                                return from the sale or other 
                                disposition of the assets of the covered 
                                financial company; or
                                    (III) to minimize the amount of any 
                                loss realized upon the sale or other 
                                disposition of the assets of the covered 
                                financial company; and

[[Page 124 STAT. 1500]]

                          (ii) all creditors that are similarly situated 
                      under subsection (b)(1) receive not less than the 
                      amount provided under paragraphs (2) and (3) of 
                      subsection (d).
                    (F) Limitation on transfer of liabilities.--
                Notwithstanding any other provision of law, the 
                aggregate amount of liabilities of a covered financial 
                company that are transferred to, or assumed by, a bridge 
                financial company from a covered financial company may 
                not exceed the aggregate amount of the assets of the 
                covered financial company that are transferred to, or 
                purchased by, the bridge financial company from the 
                covered financial company.
            (6) Stay of judicial action.--Any judicial action to which a 
        bridge financial company becomes a party by virtue of its 
        acquisition of any assets or assumption of any liabilities of a 
        covered financial company shall be stayed from further 
        proceedings for a period of not longer than 45 days (or such 
        longer period as may be agreed to upon the consent of all 
        parties) at the request of the bridge financial company.
            (7) Agreements against interest of the bridge financial 
        company.--No agreement that tends to diminish or defeat the 
        interest of the bridge financial company in any asset of a 
        covered financial company acquired by the bridge financial 
        company shall be valid against the bridge financial company, 
        unless such agreement--
                    (A) is in writing;
                    (B) was executed by an authorized officer or 
                representative of the covered financial company or 
                confirmed in the ordinary course of business by the 
                covered financial company; and
                    (C) has been on the official record of the company, 
                since the time of its execution, or with which, the 
                party claiming under the agreement provides 
                documentation of such agreement and its authorized 
                execution or confirmation by the covered financial 
                company that is acceptable to the receiver.
            (8) No federal status.--
                    (A) Agency status.--A bridge financial company is 
                not an agency, establishment, or instrumentality of the 
                United States.
                    (B) Employee status.--Representatives for purposes 
                of paragraph (1)(B), directors, officers, employees, or 
                agents of a bridge financial company are not, solely by 
                virtue of service in any such capacity, officers or 
                employees of the United States. Any employee of the 
                Corporation or of any Federal instrumentality who serves 
                at the request of the Corporation as a representative 
                for purposes of paragraph (1)(B), director, officer, 
                employee, or agent of a bridge financial company 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 
                      provision of law; or
                          (ii) receive any salary or benefits for 
                      service in any such capacity with respect to a 
                      bridge financial company in addition to such 
                      salary or benefits as are obtained through 
                      employment with the Corporation or such Federal 
                      instrumentality.

[[Page 124 STAT. 1501]]

            (9) Funding authorized.--The Corporation may, subject to the 
        plan described in subsection (n)(9), provide funding to 
        facilitate any transaction described in subparagraph (A), (B), 
        (C), or (D) of paragraph (13) with respect to any bridge 
        financial company, or facilitate the acquisition by a bridge 
        financial company of any assets, or the assumption of any 
        liabilities, of a covered financial company for which the 
        Corporation has been appointed receiver.
            (10) Exempt tax status.--Notwithstanding any other provision 
        of Federal or State law, a bridge financial company, its 
        franchise, property, and income shall be exempt from all 
        taxation now or hereafter imposed by the United States, by any 
        territory, dependency, or possession thereof, or by any State, 
        county, municipality, or local taxing authority.
            (11) Federal agency approval; antitrust review.--If a 
        transaction involving the merger or sale of a bridge financial 
        company requires approval by a Federal agency, the transaction 
        may not be consummated before the 5th calendar day after the 
        date of approval by the Federal agency responsible for such 
        approval with respect thereto. 
        If, <<NOTE: Notification. Reports. Deadline.>> in connection 
        with any such approval a report on competitive factors from the 
        Attorney General is required, the Federal agency responsible for 
        such approval shall promptly notify the Attorney General of the 
        proposed transaction and the Attorney General shall provide the 
        required report within 10 days of the request. 
        If <<NOTE: Termination date.>>  a notification is required under 
        section 7A of the Clayton Act with respect to such transaction, 
        the required waiting period shall end on the 15th day after the 
        date on which the Attorney General and the Federal Trade 
        Commission receive such notification, unless the waiting period 
        is terminated earlier under section 7A(b)(2) of the Clayton Act, 
        or extended under section 7A(e)(2) of that Act.
            (12) Duration of bridge <<NOTE: Termination 
        date.>> financial company.--Subject to paragraphs (13) and (14), 
        the status of a bridge financial company as such shall terminate 
        at the end of the 2-year period following the date on which it 
        was granted a charter. The Corporation may, in its discretion, 
        extend the status of the bridge financial company as such for no 
        more than 3 additional 1-year periods.
            (13) Termination of bridge financial company status.--The 
        status of any bridge financial company as such shall terminate 
        upon the earliest of--
                    (A) the date of the merger or consolidation of the 
                bridge financial company with a company that is not a 
                bridge financial company;
                    (B) at the election of the Corporation, the sale of 
                a majority of the capital stock of the bridge financial 
                company to a company other than the Corporation and 
                other than another bridge financial company;
                    (C) the sale of 80 percent, or more, of the capital 
                stock of the bridge financial company to a person other 
                than the Corporation and other than another bridge 
                financial company;
                    (D) at the election of the Corporation, either the 
                assumption of all or substantially all of the 
                liabilities of the bridge financial company by a company 
                that is not a bridge financial company, or the 
                acquisition of all or

[[Page 124 STAT. 1502]]

                substantially all of the assets of the bridge financial 
                company by a company that is not a bridge financial 
                company, or other entity as permitted under applicable 
                law; and
                    (E) the expiration of the period provided in 
                paragraph (12), or the earlier dissolution of the bridge 
                financial company, as provided in paragraph (15).
            (14) Effect of termination events.--
                    (A) Merger or consolidation.--A 
                merger <<NOTE: Delaware.>> or consolidation, described 
                in paragraph (13)(A) shall be conducted in accordance 
                with, and shall have the effect provided in, the 
                provisions of applicable law. For the purpose of 
                effecting such a merger or consolidation, the bridge 
                financial company shall be treated as a corporation 
                organized under the laws of the State of Delaware 
                (unless the law of another State has been selected by 
                the bridge financial company in accordance with 
                paragraph (2)(F)), and the Corporation shall be treated 
                as the sole shareholder thereof, notwithstanding any 
                other provision of State or Federal law.
                    (B) Charter conversion.--Following the sale of a 
                majority of the capital stock of the bridge financial 
                company, as provided in paragraph (13)(B), the 
                Corporation may amend the charter of the bridge 
                financial company to reflect the termination of the 
                status of the bridge financial company as such, 
                whereupon the company shall have all of the rights, 
                powers, and privileges under its constituent documents 
                and applicable Federal or State law. In connection 
                therewith, the Corporation may take such steps as may be 
                necessary or convenient to reincorporate the bridge 
                financial company under the laws of a State and, 
                notwithstanding any provisions of Federal or State law, 
                such State-chartered corporation shall be deemed to 
                succeed by operation of law to such rights, titles, 
                powers, and interests of the bridge financial company as 
                the Corporation may provide, with the same effect as if 
                the bridge financial company had merged with the State-
                chartered corporation under provisions of the corporate 
                laws of such State.
                    (C) Sale of stock.--Following the sale of 80 percent 
                or more of the capital stock of a bridge financial 
                company, as provided in paragraph (13)(C), the company 
                shall have all of the rights, powers, and privileges 
                under its constituent documents and applicable Federal 
                or State law. In connection therewith, the Corporation 
                may take such steps as may be necessary or convenient to 
                reincorporate the bridge financial company under the 
                laws of a State and, notwithstanding any provisions of 
                Federal or State law, the State-chartered corporation 
                shall be deemed to succeed by operation of law to such 
                rights, titles, powers and interests of the bridge 
                financial company as the Corporation may provide, with 
                the same effect as if the bridge financial company had 
                merged with the State-chartered corporation under 
                provisions of the corporate laws of such State.
                    (D) Assumption of liabilities and sale of assets.--
                Following the assumption of all or substantially all of 
                the liabilities of the bridge financial company, or the 
                sale of

[[Page 124 STAT. 1503]]

                all or substantially all of the assets of the bridge 
                financial company, as provided in paragraph (13)(D), at 
                the election of the Corporation, the bridge financial 
                company may retain its status as such for the period 
                provided in paragraph (12) or may be dissolved at the 
                election of the Corporation.
                    (E) Amendments to charter.--Following the 
                consummation of a transaction described in subparagraph 
                (A), (B), (C), or (D) of paragraph (13), the charter of 
                the resulting company shall be amended to reflect the 
                termination of bridge financial company status, if 
                appropriate.
            (15) Dissolution of bridge financial company.--
                    (A) In general.--Notwithstanding any other provision 
                of Federal or State law, if the status of a bridge 
                financial company as such has not previously been 
                terminated by the occurrence of an event specified in 
                subparagraph (A), (B), (C), or (D) of paragraph (13)--
                          (i) the Corporation may, in its discretion, 
                      dissolve the bridge financial company in 
                      accordance with this paragraph at any time; and
                          (ii) the <<NOTE: Time period.>> Corporation 
                      shall promptly commence dissolution proceedings in 
                      accordance with this paragraph upon the expiration 
                      of the 2-year period following the date on which 
                      the bridge financial company was chartered, or any 
                      extension thereof, as provided in paragraph (12).
                    (B) Procedures.--The Corporation shall remain the 
                receiver for a bridge financial company for the purpose 
                of dissolving the bridge financial company. The 
                Corporation as receiver for a bridge financial company 
                shall wind up the affairs of the bridge financial 
                company in conformity with the provisions of law 
                relating to the liquidation of covered financial 
                companies under this title. With respect to any such 
                bridge financial company, the Corporation as receiver 
                shall have all the rights, powers, and privileges and 
                shall perform the duties related to the exercise of such 
                rights, powers, or privileges granted by law to the 
                Corporation as receiver for a covered financial company 
                under this title and, notwithstanding any other 
                provision of law, in the exercise of such rights, 
                powers, and privileges, the Corporation shall not be 
                subject to the direction or supervision of any State 
                agency or other Federal agency.
            (16) Authority to obtain credit.--
                    (A) In general.--A bridge financial company may 
                obtain unsecured credit and issue unsecured debt.
                    (B) Inability to obtain credit.--If a bridge 
                financial company is unable to obtain unsecured credit 
                or issue unsecured debt, the Corporation may authorize 
                the obtaining of credit or the issuance of debt by the 
                bridge financial company--
                          (i) with priority over any or all of the 
                      obligations of the bridge financial company;
                          (ii) secured by a lien on property of the 
                      bridge financial company that is not otherwise 
                      subject to a lien; or
                          (iii) secured by a junior lien on property of 
                      the bridge financial company that is subject to a 
                      lien.
                    (C) Limitations.--

[[Page 124 STAT. 1504]]

                          (i) In general.--The Corporation, after notice 
                      and a hearing, may authorize the obtaining of 
                      credit or the issuance of debt by a bridge 
                      financial company that is secured by a senior or 
                      equal lien on property of the bridge financial 
                      company that is subject to a lien, only if--
                                    (I) the bridge financial company is 
                                unable to otherwise obtain such credit 
                                or issue such debt; and
                                    (II) there is adequate protection of 
                                the interest of the holder of the lien 
                                on the property with respect to which 
                                such senior or equal lien is proposed to 
                                be granted.
                          (ii) Hearing.--The hearing required pursuant 
                      to this subparagraph shall be before a court of 
                      the United States, which shall have jurisdiction 
                      to conduct such hearing and to authorize a bridge 
                      financial company to obtain secured credit under 
                      clause (i).
                    (D) Burden of proof.--In any hearing under this 
                paragraph, the Corporation has the burden of proof on 
                the issue of adequate protection.
                    (E) Qualified financial contracts.--No credit or 
                debt obtained or issued by a bridge financial company 
                may contain terms that impair the rights of a 
                counterparty to a qualified financial contract upon a 
                default by the bridge financial company, other than the 
                priority of such counterparty's unsecured claim (after 
                the exercise of rights) relative to the priority of the 
                bridge financial company's obligations in respect of 
                such credit or debt, unless such counterparty consents 
                in writing to any such impairment.
            (17) Effect on debts and liens.--The reversal or 
        modification on appeal of an authorization under this subsection 
        to obtain credit or issue debt, or of a grant under this section 
        of a priority or a lien, does not affect the validity of any 
        debt so issued, or any priority or lien so granted, to an entity 
        that extended such credit in good faith, whether or not such 
        entity knew of the pendency of the appeal, unless such 
        authorization and the issuance of such debt, or the granting of 
        such priority or lien, were stayed pending appeal.

    (i) Sharing Records.--If the Corporation has been appointed as 
receiver for a covered financial company, other Federal regulators shall 
make all records relating to the covered financial company available to 
the Corporation, which may be used by the Corporation in any manner that 
the Corporation determines to be appropriate.
    (j) Expedited Procedures for Certain Claims.--
            (1) Time for filing notice of appeal.--
        The <<NOTE: Deadlines.>> notice of appeal of any order, whether 
        interlocutory or final, entered in any case brought by the 
        Corporation against a director, officer, employee, agent, 
        attorney, accountant, or appraiser of the covered financial 
        company, or any other person employed by or providing services 
        to a covered financial company, shall be filed not later than 30 
        days after the date of entry of the order. The hearing of the 
        appeal shall be held not later than 120 days after the date of 
        the notice of appeal. The appeal shall be decided not later than 
        180 days after the date of the notice of appeal.

[[Page 124 STAT. 1505]]

            (2) Scheduling.--The <<NOTE: Courts.>> court shall expedite 
        the consideration of any case brought by the Corporation against 
        a director, officer, employee, agent, attorney, accountant, or 
        appraiser of a covered financial company or any other person 
        employed by or providing services to a covered financial 
        company. As far as practicable, the court shall give such case 
        priority on its docket.
            (3) Judicial discretion.--The court may modify the schedule 
        and limitations stated in paragraphs (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 outweigh the 
        best interest of the public in having the case resolved 
        expeditiously.

    (k) Foreign Investigations.--The Corporation, as receiver for any 
covered financial company, and for purposes of carrying out any power, 
authority, or duty with respect to a covered financial company--
            (1) may request the assistance of any foreign financial 
        authority and provide assistance to any foreign financial 
        authority in accordance with section 8(v) of the Federal Deposit 
        Insurance Act, as if the covered financial company were an 
        insured depository institution, the Corporation were the 
        appropriate Federal banking agency for the company, and any 
        foreign financial authority were the foreign banking authority; 
        and
            (2) may maintain an office to coordinate foreign 
        investigations or investigations on behalf of foreign financial 
        authorities.

    (l) Prohibition on Entering Secrecy Agreements and Protective 
Orders.--The Corporation may not enter into any agreement or approve any 
protective order which prohibits the Corporation from disclosing the 
terms of any settlement of an administrative or other action for damages 
or restitution brought by the Corporation in its capacity as receiver 
for a covered financial company.
    (m) Liquidation of Certain Covered Financial Companies or Bridge 
Financial Companies.--
            (1) In <<NOTE: Applicability.>> general.--Except as 
        specifically provided in this section, and notwithstanding any 
        other provision of law, the Corporation, in connection with the 
        liquidation of any covered financial company or bridge financial 
        company with respect to which the Corporation has been appointed 
        as receiver, shall--
                    (A) in the case of any covered financial company or 
                bridge financial company that is a stockbroker, but is 
                not a member of the Securities Investor Protection 
                Corporation, apply the provisions of subchapter III of 
                chapter 7 of the Bankruptcy Code, in respect of the 
                distribution to any customer of all customer name 
                security and customer property and member property, as 
                if such covered financial company or bridge financial 
                company were a debtor for purposes of such subchapter; 
                or
                    (B) in the case of any covered financial company or 
                bridge financial company that is a commodity broker, 
                apply the provisions of subchapter IV of chapter 7 the 
                Bankruptcy Code, in respect of the distribution to any 
                customer of all customer property and member property, 
                as if such covered financial company or bridge financial 
                company were a debtor for purposes of such subchapter.
            (2) Definitions.--For purposes of this subsection--

[[Page 124 STAT. 1506]]

                    (A) the terms ``customer'', ``customer name 
                security'', and ``customer property and member 
                property'' have the same meanings as in sections 741 and 
                761 of title 11, United States Code; and
                    (B) the terms ``commodity broker'' and 
                ``stockbroker'' have the same meanings as in section 101 
                of the Bankruptcy Code.

    (n) Orderly Liquidation Fund.--
            (1) Establishment.--There is established in the Treasury of 
        the United States a separate fund to be known as the ``Orderly 
        Liquidation Fund'', which shall be available to the Corporation 
        to carry out the authorities contained in this title, for the 
        cost of actions authorized by this title, including the orderly 
        liquidation of covered financial companies, payment of 
        administrative expenses, the payment of principal and interest 
        by the Corporation on obligations issued under paragraph (5), 
        and the exercise of the authorities of the Corporation under 
        this title.
            (2) Proceeds.--Amounts received by the Corporation, 
        including assessments received under subsection (o), proceeds of 
        obligations issued under paragraph (5), interest and other 
        earnings from investments, and repayments to the Corporation by 
        covered financial companies, shall be deposited into the Fund.
            (3) Management.--The Corporation shall manage the Fund in 
        accordance with this subsection and the policies and procedures 
        established under section 203(d).
            (4) Investments.--At the request of the Corporation, the 
        Secretary may invest such portion of amounts held in the Fund 
        that are not, in the judgment of the Corporation, required to 
        meet the current needs of the Corporation, in obligations of the 
        United States having suitable maturities, as determined by the 
        Corporation. The interest on and the proceeds from the sale or 
        redemption of such obligations shall be credited to the Fund.
            (5) Authority to issue obligations.--
                    (A) Corporation authorized to issue obligations.--
                Upon appointment by the Secretary of the Corporation as 
                receiver for a covered financial company, the 
                Corporation is authorized to issue obligations to the 
                Secretary.
                    (B) Secretary authorized to purchase obligations.--
                The Secretary may, under such terms and conditions as 
                the Secretary may require, purchase or agree to purchase 
                any obligations issued under subparagraph (A), and for 
                such purpose, the Secretary is authorized to use as a 
                public debt transaction the proceeds of the sale of any 
                securities issued under chapter 31 of title 31, United 
                States Code, and the purposes for which securities may 
                be issued under chapter 31 of title 31, United States 
                Code, are extended to include such purchases.
                    (C) Interest rate.--Each purchase of obligations by 
                the Secretary under this paragraph shall be upon such 
                terms and conditions as to yield a return at a rate 
                determined by the Secretary, taking into consideration 
                the current average yield on outstanding marketable 
                obligations of the United States of comparable maturity, 
                plus an

[[Page 124 STAT. 1507]]

                interest rate surcharge to be determined by the 
                Secretary, which shall be greater than the difference 
                between--
                          (i) the current average rate on an index of 
                      corporate obligations of comparable maturity; and
                          (ii) the current average rate on outstanding 
                      marketable obligations of the United States of 
                      comparable maturity.
                    (D) Secretary authorized to sell obligations.--The 
                Secretary may <<NOTE: Determination.>> sell, upon such 
                terms and conditions as the Secretary shall determine, 
                any of the obligations acquired under this paragraph.
                    (E) Public debt transactions.--All purchases and 
                sales by the Secretary of such obligations under this 
                paragraph shall be treated as public debt transactions 
                of the United States, and the proceeds from the sale of 
                any obligations acquired by the Secretary under this 
                paragraph shall be deposited into the Treasury of the 
                United States as miscellaneous receipts.
            (6) Maximum obligation limitation.--The Corporation may not, 
        in connection with the orderly liquidation of a covered 
        financial company, issue or incur any obligation, if, after 
        issuing or incurring the obligation, the aggregate amount of 
        such obligations outstanding under this subsection for each 
        covered financial company would exceed--
                    (A) an amount that is equal to 10 percent of the 
                total consolidated assets of the covered financial 
                company, based on the most recent financial statement 
                available, during the 30-day period immediately 
                following the date of appointment of the Corporation as 
                receiver (or a shorter time period if the Corporation 
                has calculated the amount described under subparagraph 
                (B)); and
                    (B) the amount that is equal to 90 percent of the 
                fair value of the total consolidated assets of each 
                covered financial company that are available for 
                repayment, after the time period described in 
                subparagraph (A).
            (7) Rulemaking.--The Corporation and the Secretary shall 
        jointly, in consultation with the Council, prescribe regulations 
        governing the calculation of the maximum obligation limitation 
        defined in this paragraph.
            (8) Rule of construction.--
                    (A) In general.--Nothing in this section shall be 
                construed to affect the authority of the Corporation 
                under subsection (a) or (b) of section 14 or section 
                15(c)(5) of the Federal Deposit Insurance Act (12 U.S.C. 
                1824, 1825(c)(5)), the management of the Deposit 
                Insurance Fund by the Corporation, or the resolution of 
                insured depository institutions, provided that--
                          (i) the authorities of the Corporation 
                      contained in this title shall not be used to 
                      assist the Deposit Insurance Fund or to assist any 
                      financial company under applicable law other than 
                      this Act;
                          (ii) the authorities of the Corporation 
                      relating to the Deposit Insurance Fund, or any 
                      other responsibilities of the Corporation under 
                      applicable law other than this title, shall not be 
                      used to assist a covered financial company 
                      pursuant to this title; and

[[Page 124 STAT. 1508]]

                          (iii) the Deposit Insurance Fund may not be 
                      used in any manner to otherwise circumvent the 
                      purposes of this title.
                    (B) Valuation.--For purposes of determining the 
                amount of obligations under this subsection--
                          (i) the Corporation shall include as an 
                      obligation any contingent liability of the 
                      Corporation pursuant to this title; and
                          (ii) the Corporation shall value any 
                      contingent liability at its expected cost to the 
                      Corporation.
            (9) Orderly liquidation and repayment plans.--
                    (A) Orderly liquidation plan.--Amounts in the Fund 
                shall be available to the Corporation with regard to a 
                covered financial company for which the Corporation is 
                appointed receiver after the Corporation has developed 
                an orderly liquidation plan that is acceptable to the 
                Secretary with regard to such covered financial company, 
                including the provision and use of funds, including 
                taking any actions specified under section 204(d) and 
                subsection (h)(2)(G)(iv) and (h)(9) of this section, and 
                payments to third parties. The orderly liquidation plan 
                shall take into account actions to avoid or mitigate 
                potential adverse effects on low income, minority, or 
                underserved communities affected by the failure of the 
                covered financial company, and shall provide for 
                coordination with the primary financial regulatory 
                agencies, as appropriate, to ensure that such actions 
                are taken. The Corporation may, at any time, amend any 
                orderly liquidation plan approved by the Secretary with 
                the concurrence of the Secretary.
                    (B) Mandatory repayment plan.--
                          (i) In general.--
                      No <<NOTE: Contracts.>> amount authorized under 
                      paragraph (6)(B) may be provided by the Secretary 
                      to the Corporation under paragraph (5), unless an 
                      agreement is in effect between the Secretary and 
                      the Corporation that--
                                    (I) provides a specific plan and 
                                schedule to achieve the repayment of the 
                                outstanding amount of any borrowing 
                                under paragraph (5); and
                                    (II) demonstrates that income to the 
                                Corporation from the liquidated assets 
                                of the covered financial company and 
                                assessments under subsection (o) will be 
                                sufficient to amortize the outstanding 
                                balance within the period established in 
                                the repayment schedule and pay the 
                                interest accruing on such balance within 
                                the time provided in subsection 
                                (o)(1)(B).
                          (ii) Consultation with and report to 
                      congress.--The Secretary and the Corporation 
                      shall--
                                    (I) consult with the Committee on 
                                Banking, Housing, and Urban Affairs of 
                                the Senate and the Committee on 
                                Financial Services of the House of 
                                Representatives on the terms of any 
                                repayment schedule agreement; and
                                    (II) submit <<NOTE: Records. Time 
                                period.>> a copy of the repayment 
                                schedule agreement to the Committees 
                                described in subclause (I) before the 
                                end of the 30-day period beginning on 
                                the date on which any amount is provided

[[Page 124 STAT. 1509]]

                                by the Secretary to the Corporation 
                                under paragraph (5).
            (10) Implementation expenses.--
                    (A) In general.--Reasonable implementation expenses 
                of the Corporation incurred after the date of enactment 
                of this Act shall be treated as expenses of the Council.
                    (B) Requests for reimbursement.--The Corporation 
                shall periodically submit a request for reimbursement 
                for implementation expenses to the Chairperson of the 
                Council, who shall arrange for prompt reimbursement to 
                the Corporation of reasonable implementation expenses.
                    (C) Definition.--As used in this paragraph, the term 
                ``implementation expenses''--
                          (i) means costs incurred by the Corporation 
                      beginning on the date of enactment of this Act, as 
                      part of its efforts to implement this title that 
                      do not relate to a particular covered financial 
                      company; and
                          (ii) includes the costs incurred in connection 
                      with the development of policies, procedures, 
                      rules, and regulations and other planning 
                      activities of the Corporation consistent with 
                      carrying out this title.

    (o) Assessments.--
            (1) Risk-based assessments.--
                    (A) Eligible financial companies defined.--For 
                purposes of this subsection, the term ``eligible 
                financial company'' means any bank holding company with 
                total consolidated assets equal to or greater than 
                $50,000,000,000 and any nonbank financial company 
                supervised by the Board of Governors.
                    (B) Assessments.--
                The <<NOTE: Deadline.>> Corporation shall charge one or 
                more risk-based assessments in accordance with the 
                provisions of subparagraph (D), if such assessments are 
                necessary to pay in full the obligations issued by the 
                Corporation to the Secretary under this title within 60 
                months of the date of issuance of such obligations.
                    (C) Extensions authorized.--The Corporation may, 
                with the approval of the Secretary, extend the time 
                period under subparagraph (B), if the Corporation 
                determines that an extension is necessary to avoid a 
                serious adverse effect on the financial system of the 
                United States.
                    (D) Application of assessments.--To meet the 
                requirements of subparagraph (B), the Corporation 
                shall--
                          (i) impose assessments, as soon as 
                      practicable, on any claimant that received 
                      additional payments or amounts from the 
                      Corporation pursuant to subsection (b)(4), (d)(4), 
                      or (h)(5)(E), except for payments or amounts 
                      necessary to initiate and continue operations 
                      essential to implementation of the receivership or 
                      any bridge financial company, to recover on a 
                      cumulative basis, the entire difference between--
                                    (I) the aggregate value the claimant 
                                received from the Corporation on a claim 
                                pursuant to this title (including 
                                pursuant to subsection (b)(4), (d)(4), 
                                and (h)(5)(E)), as of the date on which 
                                such value was received; and
                                    (II) the value the claimant was 
                                entitled to receive from the Corporation 
                                on such claim solely

[[Page 124 STAT. 1510]]

                                from the proceeds of the liquidation of 
                                the covered financial company under this 
                                title; and
                          (ii) if the amounts to be recovered on a 
                      cumulative basis under clause (i) are insufficient 
                      to meet the requirements of subparagraph (B), 
                      after taking into account the considerations set 
                      forth in paragraph (4), impose assessments on--
                                    (I) eligible financial companies; 
                                and
                                    (II) financial companies with total 
                                consolidated assets equal to or greater 
                                than $50,000,000,000 that are not 
                                eligible financial companies.
                    (E) Provision of financing.--Payments or amounts 
                necessary to initiate and continue operations essential 
                to implementation of the receivership or any bridge 
                financial company described in subparagraph (D)(i) shall 
                not include the provision of financing, as defined by 
                rule of the Corporation, to third parties.
            (2) Graduated assessment rate.--The Corporation shall impose 
        assessments on a graduated basis, with financial companies 
        having greater assets and risk being assessed at a higher rate.
            (3) Notification and payment.--The Corporation shall notify 
        each financial company of that company's assessment under this 
        subsection. Any financial company subject to assessment under 
        this subsection shall pay such assessment in accordance with the 
        regulations prescribed pursuant to paragraph (6).
            (4) Risk-based assessment considerations.--
        In <<NOTE: Recommenda- tion.>> imposing assessments under 
        paragraph (1)(D)(ii), the Corporation shall use a risk matrix. 
        The Council shall make a recommendation to the Corporation on 
        the risk matrix to be used in imposing such assessments, and the 
        Corporation shall take into account any such recommendation in 
        the establishment of the risk matrix to be used to impose such 
        assessments. In recommending or establishing such risk matrix, 
        the Council and the Corporation, respectively, shall take into 
        account--
                    (A) economic conditions generally affecting 
                financial companies so as to allow assessments to 
                increase during more favorable economic conditions and 
                to decrease during less favorable economic conditions;
                    (B) any assessments imposed on a financial company 
                or an affiliate of a financial company that--
                          (i) is an insured depository institution, 
                      assessed pursuant to section 7 or 13(c)(4)(G) of 
                      the Federal Deposit Insurance Act;
                          (ii) is a member of the Securities Investor 
                      Protection Corporation, assessed pursuant to 
                      section 4 of the Securities Investor Protection 
                      Act of 1970 (15 U.S.C. 78ddd);
                          (iii) is an insured credit union, assessed 
                      pursuant to section 202(c)(1)(A)(i) of the Federal 
                      Credit Union Act (12 U.S.C. 1782(c)(1)(A)(i)); or
                          (iv) is an insurance company, assessed 
                      pursuant to applicable State law to cover (or 
                      reimburse payments made to cover) the costs of the 
                      rehabilitation, liquidation, or other State 
                      insolvency proceeding with respect to 1 or more 
                      insurance companies;

[[Page 124 STAT. 1511]]

                    (C) the risks presented by the financial company to 
                the financial system and the extent to which the 
                financial company has benefitted, or likely would 
                benefit, from the orderly liquidation of a financial 
                company under this title, including--
                          (i) the amount, different categories, and 
                      concentrations of assets of the financial company 
                      and its affiliates, including both on-balance 
                      sheet and off-balance sheet assets;
                          (ii) the activities of the financial company 
                      and its affiliates;
                          (iii) the relevant market share of the 
                      financial company and its affiliates;
                          (iv) the extent to which the financial company 
                      is leveraged;
                          (v) the potential exposure to sudden calls on 
                      liquidity precipitated by economic distress;
                          (vi) the amount, maturity, volatility, and 
                      stability of the company's financial obligations 
                      to, and relationship with, other financial 
                      companies;
                          (vii) the amount, maturity, volatility, and 
                      stability of the liabilities of the company, 
                      including the degree of reliance on short-term 
                      funding, taking into consideration existing 
                      systems for measuring a company's risk-based 
                      capital;
                          (viii) the stability and variety of the 
                      company's sources of funding;
                          (ix) the company's importance as a source of 
                      credit for households, businesses, and State and 
                      local governments and as a source of liquidity for 
                      the financial system;
                          (x) the extent to which assets are simply 
                      managed and not owned by the financial company and 
                      the extent to which ownership of assets under 
                      management is diffuse; and
                          (xi) the amount, different categories, and 
                      concentrations of liabilities, both insured and 
                      uninsured, contingent and noncontingent, including 
                      both on-balance sheet and off-balance sheet 
                      liabilities, of the financial company and its 
                      affiliates;
                    (D) any risks presented by the financial company 
                during the 10-year period immediately prior to the 
                appointment of the Corporation as receiver for the 
                covered financial company that contributed to the 
                failure of the covered financial company; and
                    (E) such other risk-related factors as the 
                Corporation, or the Council, as applicable, may 
                determine to be appropriate.
            (5) Collection of information.--The Corporation may impose 
        on covered financial companies such collection of information 
        requirements as the Corporation deems necessary to carry out 
        this subsection after the appointment of the Corporation as 
        receiver under this title.
            (6) Rulemaking.--
                    (A) In general.--
                The <<NOTE: Consultation.>> Corporation shall prescribe 
                regulations to carry out this subsection. The 
                Corporation shall

[[Page 124 STAT. 1512]]

                consult with the Secretary in the development and 
                finalization of such regulations.
                    (B) Equitable treatment.--The regulations prescribed 
                under subparagraph (A) shall take into account the 
                differences in risks posed to the financial stability of 
                the United States by financial companies, the 
                differences in the liability structures of financial 
                companies, and the different bases for other assessments 
                that such financial companies may be required to pay, to 
                ensure that assessed financial companies are treated 
                equitably and that assessments under this subsection 
                reflect such differences.

    (p) Unenforceability of Certain Agreements.--
            (1) In general.--No provision described in paragraph (2) 
        shall be enforceable against or impose any liability on any 
        person, as such enforcement or liability shall be contrary to 
        public policy.
            (2) Prohibited provisions.--A provision described in this 
        paragraph is any term contained in any existing or future 
        standstill, confidentiality, or other agreement that, directly 
        or indirectly--
                    (A) affects, restricts, or limits the ability of any 
                person to offer to acquire or acquire;
                    (B) prohibits any person from offering to acquire or 
                acquiring; or
                    (C) prohibits any person from using any previously 
                disclosed information in connection with any such offer 
                to acquire or acquisition of,
        all or part of any covered financial company, including any 
        liabilities, assets, or interest therein, in connection with any 
        transaction in which the Corporation exercises its authority 
        under this title.

    (q) Other Exemptions.--
            (1) In general.--When acting as a receiver under this 
        title--
                    (A) the Corporation, including its franchise, its 
                capital, reserves and surplus, and its income, shall be 
                exempt from all taxation imposed by any State, county, 
                municipality, or local taxing authority, except that any 
                real property of the Corporation shall be subject to 
                State, territorial, county, municipal, or local taxation 
                to the same extent according to its value as other real 
                property is taxed, except that, notwithstanding the 
                failure of any person to challenge an assessment under 
                State law of the value of such property, such value, and 
                the tax thereon, shall be determined as of the period 
                for which such tax is imposed;
                    (B) no property of the Corporation shall be subject 
                to levy, attachment, garnishment, foreclosure, or sale 
                without the consent of the Corporation, nor shall any 
                involuntary lien attach to the property of the 
                Corporation; and
                    (C) the Corporation 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; and
                    (D) the Corporation shall be exempt from all 
                prosecution by the United States or any State, county, 
                municipality, or local authority for any criminal 
                offense arising

[[Page 124 STAT. 1513]]

                under Federal, State, county, municipal, or local law, 
                which was allegedly committed by the covered financial 
                company, or persons acting on behalf of the covered 
                financial company, prior to the appointment of the 
                Corporation as receiver.
            (2) Limitation.--Paragraph (1) shall not apply with respect 
        to any tax imposed (or other amount arising) under the Internal 
        Revenue Code of 1986.

    (r) Certain Sales of Assets Prohibited.--
            (1) Persons who engaged in improper conduct with, or caused 
        losses to, covered <<NOTE: Regulations.>> financial companies.--
        The Corporation shall prescribe regulations which, at a minimum, 
        shall prohibit the sale of assets of a covered financial company 
        by the Corporation to--
                    (A) any person who--
                          (i) has defaulted, or was a member of a 
                      partnership or an officer or director of a 
                      corporation that has defaulted, on 1 or more 
                      obligations, the aggregate amount of which exceeds 
                      $1,000,000, to such covered financial company;
                          (ii) has been found to have engaged in 
                      fraudulent activity in connection with any 
                      obligation referred to in clause (i); and
                          (iii) proposes to purchase any such asset in 
                      whole or in part through the use of the proceeds 
                      of a loan or advance of credit from the 
                      Corporation or from any covered financial company;
                    (B) any person who participated, as an officer or 
                director of such covered financial company or of any 
                affiliate of such company, in a material way in any 
                transaction that resulted in a substantial loss to such 
                covered financial company; or
                    (C) any person who has demonstrated a pattern or 
                practice of defalcation regarding obligations to such 
                covered financial company.
            (2) Convicted debtors.--Except as provided in paragraph (3), 
        a person may not purchase any asset of such institution from the 
        receiver, if that person--
                    (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 
                covered financial company; and
                    (B) is in default on any loan or other extension of 
                credit from such covered financial company which, if not 
                paid, will cause substantial loss to the Fund or the 
                Corporation.
            (3) Settlement of claims.--Paragraphs (1) and (2) shall not 
        apply to the sale or transfer by the Corporation of any asset of 
        any covered financial company to any person, if the sale or 
        transfer of the asset resolves or settles, or is part of the 
        resolution or settlement, of 1 or more claims that have been, or 
        could have been, asserted by the Corporation against the person.
            (4) Definition of default.--For purposes of this subsection, 
        the term ``default'' means a failure to comply with

[[Page 124 STAT. 1514]]

        the terms of a loan or other obligation to such an extent that 
        the property securing the obligation is foreclosed upon.

    (s) Recoupment of Compensation From Senior Executives and 
Directors.--
            (1) In general.--The Corporation, as receiver of a covered 
        financial company, may recover from any current or former senior 
        executive or director substantially responsible for the failed 
        condition of the covered financial company any compensation 
        received during the 2-year period preceding the date on which 
        the Corporation was appointed as the receiver of the covered 
        financial company, except that, in the case of fraud, no time 
        limit shall apply.
            (2) Cost considerations.--In seeking to recover any such 
        compensation, the Corporation shall weigh the financial and 
        deterrent benefits of such recovery against the cost of 
        executing the recovery.
            (3) Rulemaking.--The Corporation shall promulgate 
        regulations to implement the requirements of this subsection, 
        including defining the term ``compensation'' to mean any 
        financial remuneration, including salary, bonuses, incentives, 
        benefits, severance, deferred compensation, or golden parachute 
        benefits, and any profits realized from the sale of the 
        securities of the covered financial company.
SEC. 211. <<NOTE: 12 USC 5391.>> MISCELLANEOUS PROVISIONS.

    (a) Clarification of Prohibition Regarding Concealment of Assets 
From Receiver or Liquidating Agent.--Section 1032(1) of title 18, United 
States Code, is amended by inserting ``the Federal Deposit Insurance 
Corporation acting as receiver for a covered financial company, in 
accordance with title II of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act,'' before ``or the National Credit''.
    (b) Conforming Amendment.--Section 1032 of title 18, United States 
Code, is amended in the section heading, by striking ``of financial 
institution''.
    (c) Federal Deposit Insurance Corporation Improvement Act of 1991.--
Section 403(a) of the Federal Deposit Insurance Corporation Improvement 
Act of 1991 (12 U.S.C. 4403(a)) is amended by inserting ``section 210(c) 
of the Dodd-Frank Wall Street Reform and Consumer Protection Act, 
section 1367 of the Federal Housing Enterprises Financial Safety and 
Soundness Act of 1992 (12 U.S.C. 4617(d)),'' after ``section 11(e) of 
the Federal Deposit Insurance Act,''.
    (d) FDIC Inspector General Reviews.--
            (1) Scope.--The <<NOTE: Audits. Investigations.>> Inspector 
        General of the Corporation shall conduct, supervise, and 
        coordinate audits and investigations of the liquidation of any 
        covered financial company by the Corporation as receiver under 
        this title, including collecting and summarizing--
                    (A) a description of actions taken by the 
                Corporation as receiver;
                    (B) a description of any material sales, transfers, 
                mergers, obligations, purchases, and other material 
                transactions entered into by the Corporation;
                    (C) an evaluation of the adequacy of the policies 
                and procedures of the Corporation under section 203(d) 
                and orderly liquidation plan under section 210(n)(14);

[[Page 124 STAT. 1515]]

                    (D) an evaluation of the utilization by the 
                Corporation of the private sector in carrying out its 
                functions, including the adequacy of any conflict-of-
                interest reviews; and
                    (E) an evaluation of the overall performance of the 
                Corporation in liquidating the covered financial 
                company, including administrative costs, timeliness of 
                liquidation process, and impact on the financial system.
            (2) Frequency.--Not <<NOTE: Deadlines.>> later than 6 months 
        after the date of appointment of the Corporation as receiver 
        under this title and every 6 months thereafter, the Inspector 
        General of the Corporation shall conduct the audit and 
        investigation described in paragraph (1).
            (3) Reports and testimony.--The Inspector General of the 
        Corporation shall include in the semiannual reports required by 
        section 5(a) of the Inspector General Act of 1978 (5 U.S.C. 
        App.), a summary of the findings and evaluations under paragraph 
        (1), and shall appear before the appropriate committees of 
        Congress, if requested, to present each such report.
            (4) Funding.--
                    (A) Initial funding.--The expenses of the Inspector 
                General of the Corporation in carrying out this 
                subsection shall be considered administrative expenses 
                of the receivership.
                    (B) Additional funding.--If the maximum amount 
                available to the Corporation as receiver under this 
                title is insufficient to enable the Inspector General of 
                the Corporation to carry out the duties under this 
                subsection, the Corporation shall pay such additional 
                amounts from assessments imposed under section 210.
            (5) Termination of responsibilities.--The duties and 
        responsibilities of the Inspector General of the Corporation 
        under this subsection shall terminate 1 year after the date of 
        termination of the receivership under this title.

    (e) Treasury Inspector General Reviews.--
            (1) Scope.--The <<NOTE: Audits. Investigations.>> Inspector 
        General of the Department of the Treasury shall conduct, 
        supervise, and coordinate audits and investigations of actions 
        taken by the Secretary related to the liquidation of any covered 
        financial company under this title, including collecting and 
        summarizing--
                    (A) a description of actions taken by the Secretary 
                under this title;
                    (B) an analysis of the approval by the Secretary of 
                the policies and procedures of the Corporation under 
                section 203 and acceptance of the orderly liquidation 
                plan of the Corporation under section 210; and
                    (C) an assessment of the terms and conditions 
                underlying the purchase by the Secretary of obligations 
                of the Corporation under section 210.
            (2) Frequency.--Not <<NOTE: Deadlines.>> later than 6 months 
        after the date of appointment of the Corporation as receiver 
        under this title and every 6 months thereafter, the Inspector 
        General of the Department of the Treasury shall conduct the 
        audit and investigation described in paragraph (1).
            (3) Reports and testimony.--The Inspector General of the 
        Department of the Treasury shall include in the semiannual 
        reports required by section 5(a) of the Inspector General Act

[[Page 124 STAT. 1516]]

        of 1978 (5 U.S.C. App.), a summary of the findings and 
        assessments under paragraph (1), and shall appear before the 
        appropriate committees of Congress, if requested, to present 
        each such report.
            (4) Termination of responsibilities.--The duties and 
        responsibilities of the Inspector General of the Department of 
        the Treasury under this subsection shall terminate 1 year after 
        the date on which the obligations purchased by the Secretary 
        from the Corporation under section 210 are fully redeemed.

    (f) Primary Financial Regulatory Agency Inspector General Reviews.--
            (1) Scope.--Upon <<NOTE: Reports.>> the appointment of the 
        Corporation as receiver for a covered financial company 
        supervised by a Federal primary financial regulatory agency or 
        the Board of Governors under section 165, the Inspector General 
        of the agency or the Board of Governors shall make a written 
        report reviewing the supervision by the agency or the Board of 
        Governors of the covered financial company, which shall--
                    (A) <<NOTE: Evaluation.>> evaluate the effectiveness 
                of the agency or the Board of Governors in carrying out 
                its supervisory responsibilities with respect to the 
                covered financial company;
                    (B) identify any acts or omissions on the part of 
                agency or Board of Governors officials that contributed 
                to the covered financial company being in default or in 
                danger of default;
                    (C) identify any actions that could have been taken 
                by the agency or the Board of Governors that would have 
                prevented the company from being in default or in danger 
                of default; and
                    (D) <<NOTE: Recommenda- tion.>> recommend 
                appropriate administrative or legislative action.
            (2) Reports and testimony.--Not later than 1 year after the 
        date of appointment of the Corporation as receiver under this 
        title, the Inspector General of the Federal primary financial 
        regulatory agency or the Board of Governors shall provide the 
        report required by paragraph (1) to such agency or the Board of 
        Governors, and along with such agency or the Board of Governors, 
        as applicable, shall appear before the appropriate committees of 
        Congress, if requested, to present the report required by 
        paragraph (1). Not later than 90 days after the date of receipt 
        of the report required by paragraph (1), such agency or the 
        Board of Governors, as applicable, shall provide a written 
        report to Congress describing any actions taken in response to 
        the recommendations in the report, and if no such actions were 
        taken, describing the reasons why no actions were taken.
SEC. 212. <<NOTE: 12 USC 5392.>> PROHIBITION OF CIRCUMVENTION AND 
                        PREVENTION OF CONFLICTS OF INTEREST.

    (a) No Other Funding.--Funds for the orderly liquidation of any 
covered financial company under this title shall only be provided as 
specified under this title.
    (b) Limit on Governmental Actions.--No governmental entity may take 
any action to circumvent the purposes of this title.

[[Page 124 STAT. 1517]]

    (c) Conflict of Interest.--In the event that the Corporation is 
appointed receiver for more than 1 covered financial company or is 
appointed receiver for a covered financial company and receiver for any 
insured depository institution that is an affiliate of such covered 
financial company, the Corporation shall take appropriate action, as 
necessary to avoid any conflicts of interest that may arise in 
connection with multiple receiverships.
SEC. 213. <<NOTE: 12 USC 5393.>> BAN ON CERTAIN ACTIVITIES BY 
                        SENIOR EXECUTIVES AND DIRECTORS.

    (a) Prohibition Authority.--The Board of Governors or, if the 
covered financial company was not supervised by the Board of Governors, 
the Corporation, may exercise the authority provided by this section.
    (b) Authority To Issue Order.--The appropriate agency described in 
subsection (a) may take any action authorized by subsection (c), if the 
agency determines that--
            (1) a senior executive or a director of the covered 
        financial company, prior to the appointment of the Corporation 
        as receiver, has, directly or indirectly--
                    (A) violated--
                          (i) any law or regulation;
                          (ii) any cease-and-desist order which has 
                      become final;
                          (iii) any condition imposed in writing by a 
                      Federal agency in connection with any action on 
                      any application, notice, or request by such 
                      company or senior executive; or
                          (iv) any written agreement between such 
                      company and such agency;
                    (B) engaged or participated in any unsafe or unsound 
                practice in connection with any financial company; or
                    (C) committed or engaged in any act, omission, or 
                practice which constitutes a breach of the fiduciary 
                duty of such senior executive or director;
            (2) by reason of the violation, practice, or breach 
        described in any subparagraph of paragraph (1), such senior 
        executive or director has received financial gain or other 
        benefit by reason of such violation, practice, or breach and 
        such violation, practice, or breach contributed to the failure 
        of the company; and
            (3) such violation, practice, or breach--
                    (A) involves personal dishonesty on the part of such 
                senior executive or director; or
                    (B) demonstrates willful or continuing disregard by 
                such senior executive or director for the safety or 
                soundness of such company.

    (c) Authorized Actions.--
            (1) In general.--The <<NOTE: Notice. Time 
        period.>> appropriate agency for a financial company, as 
        described in subsection (a), may serve upon a senior executive 
        or director described in subsection (b) a written notice of the 
        intention of the agency to prohibit any further participation by 
        such person, in any manner, in the conduct of the affairs of any 
        financial company for a period of time determined by the 
        appropriate agency to be commensurate with such violation, 
        practice, or breach, provided such period shall be not less than 
        2 years.

[[Page 124 STAT. 1518]]

            (2) Procedures.--The <<NOTE: Applicability.>> due process 
        requirements and other procedures under section 8(e) of the 
        Federal Deposit Insurance Act (12 U.S.C. 1818(e)) shall apply to 
        actions under this section as if the covered financial company 
        were an insured depository institution and the senior executive 
        or director were an institution-affiliated party, as those terms 
        are defined in that Act.

    (d) Regulations.--The Corporation and the Board of Governors, in 
consultation with the Council, shall jointly prescribe rules or 
regulations to administer and carry out this section, including rules, 
regulations, or guidelines to further define the term senior executive 
for the purposes of this section.
SEC. 214. <<NOTE: 12 USC 5394.>> PROHIBITION ON TAXPAYER FUNDING.

    (a) Liquidation Required.--All financial companies put into 
receivership under this title shall be liquidated. No taxpayer funds 
shall be used to prevent the liquidation of any financial company under 
this title.
    (b) Recovery of Funds.--All funds expended in the liquidation of a 
financial company under this title shall be recovered from the 
disposition of assets of such financial company, or shall be the 
responsibility of the financial sector, through assessments.
    (c) No Losses to Taxpayers.--Taxpayers shall bear no losses from the 
exercise of any authority under this title.
SEC. 215. STUDY ON SECURED CREDITOR HAIRCUTS.

    (a) Study Required.--The Council shall conduct a study evaluating 
the importance of maximizing United States taxpayer protections and 
promoting market discipline with respect to the treatment of fully 
secured creditors in the utilization of the orderly liquidation 
authority authorized by this Act. In carrying out such study, the 
Council shall--
            (1) not be prejudicial to current or past laws or 
        regulations with respect to secured creditor treatment in a 
        resolution process;
            (2) study the similarities and differences between the 
        resolution mechanisms authorized by the Bankruptcy Code, the 
        Federal Deposit Insurance Corporation Improvement Act of 1991, 
        and the orderly liquidation authority authorized by this Act;
            (3) determine how various secured creditors are treated in 
        such resolution mechanisms and examine how a haircut (of various 
        degrees) on secured creditors could improve market discipline 
        and protect taxpayers;
            (4) compare the benefits and dynamics of prudent lending 
        practices by depository institutions in secured loans for 
        consumers and small businesses to the lending practices of 
        secured creditors to large, interconnected financial firms;
            (5) consider whether credit differs according to different 
        types of collateral and different terms and timing of the 
        extension of credit; amd
            (6) include an examination of stakeholders who were 
        unsecured or under-collateralized and seek collateral when a 
        firm is failing, and the impact that such behavior has on 
        financial stability and an orderly resolution that protects 
        taxpayers if the firm fails.

    (b) Report.--Not later than the end of the 1-year period beginning 
on the date of enactment of this Act, the Council shall issue a report 
to the Congress containing all findings and conclusions

[[Page 124 STAT. 1519]]

made by the Council in carrying out the study required under subsection 
(a).
SEC. 216. STUDY ON BANKRUPTCY PROCESS FOR FINANCIAL AND NONBANK 
                        FINANCIAL INSTITUTIONS.

    (a) Study.--
            (1) In general.--Upon enactment of this Act, the Board of 
        Governors, in consultation with the Administrative Office of the 
        United States Courts, shall conduct a study regarding the 
        resolution of financial companies under the Bankruptcy Code, 
        under chapter 7 or 11 thereof .
            (2) Issues to be studied.--Issues to be studied under this 
        section include--
                    (A) the effectiveness of chapter 7 and chapter 11 of 
                the Bankruptcy Code in facilitating the orderly 
                resolution or reorganization of systemic financial 
                companies;
                    (B) whether a special financial resolution court or 
                panel of special masters or judges should be established 
                to oversee cases involving financial companies to 
                provide for the resolution of such companies under the 
                Bankruptcy Code, in a manner that minimizes adverse 
                impacts on financial markets without creating moral 
                hazard;
                    (C) whether amendments to the Bankruptcy Code should 
                be adopted to enhance the ability of the Code to resolve 
                financial companies in a manner that minimizes adverse 
                impacts on financial markets without creating moral 
                hazard;
                    (D) whether amendments should be made to the 
                Bankruptcy Code, the Federal Deposit Insurance Act, and 
                other insolvency laws to address the manner in which 
                qualified financial contracts of financial companies are 
                treated; and
                    (E) the implications, challenges, and benefits to 
                creating a new chapter or subchapter of the Bankruptcy 
                Code to deal with financial companies.

    (b) Reports to Congress.--Not later than 1 year after the date of 
enactment of this Act, and in each successive year until the fifth year 
after the date of enactment of this Act, the Administrative Office of 
the United States courts shall submit to the Committees on Banking, 
Housing, and Urban Affairs and the Judiciary of the Senate and the 
Committees on Financial Services and the Judiciary of the House of 
Representatives a report summarizing the results of the study conducted 
under subsection (a).
SEC. 217. STUDY ON INTERNATIONAL COORDINATION RELATING TO 
                        BANKRUPTCY PROCESS FOR NONBANK FINANCIAL 
                        INSTITUTIONS.

    (a) Study.--
            (1) In general.--The Board of Governors, in consultation 
        with the Administrative Office of the United States Courts, 
        shall conduct a study regarding international coordination 
        relating to the resolution of systemic financial companies under 
        the United States Bankruptcy Code and applicable foreign law.
            (2) Issues to be studied.--With respect to the bankruptcy 
        process for financial companies, issues to be studied under this 
        section include--
                    (A) the extent to which international coordination 
                currently exists;

[[Page 124 STAT. 1520]]

                    (B) current mechanisms and structures for 
                facilitating international cooperation;
                    (C) barriers to effective international 
                coordination; and
                    (D) ways to increase and make more effective 
                international coordination of the resolution of 
                financial companies, so as to minimize the impact on the 
                financial system without creating moral hazard.

    (b) Report to Congress.--Not later than 1 year after the date of 
enactment of this Act, the Administrative office of the United States 
Courts shall submit to the Committees on Banking, Housing, and Urban 
Affairs and the Judiciary of the Senate and the Committees on Financial 
Services and the Judiciary of the House of Representatives a report 
summarizing the results of the study conducted under subsection (a).

 TITLE III--TRANSFER <<NOTE: Enhancing Financial Institution Safety and 
 Soundness Act of 2010.>> OF POWERS TO THE COMPTROLLER OF THE CURRENCY, 
THE CORPORATION, AND THE BOARD OF GOVERNORS
SEC. 300. <<NOTE: 12 USC 5301 note.>> SHORT TITLE.

    This title may be cited as the ``Enhancing Financial Institution 
Safety and Soundness Act of 2010''.
SEC. 301. <<NOTE: 12 USC 5401.>> PURPOSES.

    The purposes of this title are--
            (1) to provide for the safe and sound operation of the 
        banking system of the United States;
            (2) to preserve and protect the dual system of Federal and 
        State-chartered depository institutions;
            (3) to ensure the fair and appropriate supervision of each 
        depository institution, regardless of the size or type of 
        charter of the depository institution; and
            (4) to streamline and rationalize the supervision of 
        depository institutions and the holding companies of depository 
        institutions.
SEC. 302. <<NOTE: 12 USC 5402.>> DEFINITION.

    In this title, the term ``transferred employee'' means, as the 
context requires, an employee transferred to the Office of the 
Comptroller of the Currency or the Corporation under section 322.

                Subtitle A--Transfer of Powers and Duties

SEC. 311. <<NOTE: 12 USC 5411.>> TRANSFER DATE.

    (a) Transfer Date.--Except <<NOTE: Definition.>> as provided in 
subsection (b), the term ``transfer date'' means the date that is 1 year 
after the date of enactment of this Act.

    (b) Extension Permitted.--
            (1) Notice required.--The <<NOTE: Deadline.>> Secretary, in 
        consultation with the Comptroller of the Currency, the Director 
        of the Office of Thrift Supervision, the Chairman of the Board 
        of Governors, and the Chairperson of the Corporation, may extend 
        the period under subsection (a) and designate a transfer date 
        that is

[[Page 124 STAT. 1521]]

        not later than 18 months after the date of enactment of this 
        Act, if the Secretary transmits to the Committee on Banking, 
        Housing, and Urban Affairs of the Senate and the Committee on 
        Financial Services of the House of Representatives--
                    (A) a written determination that commencement of the 
                orderly process to implement this title is not feasible 
                by the date that is 1 year after the date of enactment 
                of this Act;
                    (B) an explanation of why an extension is necessary 
                to commence the process of orderly implementation of 
                this title;
                    (C) the transfer date designated under this 
                subsection; and
                    (D) a description of the steps that will be taken to 
                initiate the process of an orderly and timely 
                implementation of this title within the extended time 
                period.
            (2) Publication of notice.--Not <<NOTE: Deadline. Federal 
        Register, publication.>> later than 270 days after the date of 
        enactment of this Act, the Secretary shall publish in the 
        Federal Register notice of any transfer date designated under 
        paragraph (1).
SEC. 312. <<NOTE: 12 USC 5412.>> POWERS AND DUTIES TRANSFERRED.

    (a) Effective Date.--This section, and the amendments made by this 
section, shall take effect on the transfer date.
    (b) Functions of the Office of Thrift Supervision.--
            (1) Savings and loan holding company functions 
        transferred.--
                    (A) Transfer of functions.--There are transferred to 
                the Board of Governors all functions of the Office of 
                Thrift Supervision and the Director of the Office of 
                Thrift Supervision (including the authority to issue 
                orders) relating to--
                          (i) the supervision of--
                                    (I) any savings and loan holding 
                                company; and
                                    (II) any subsidiary (other than a 
                                depository institution) of a savings and 
                                loan holding company; and
                          (ii) all rulemaking authority of the Office of 
                      Thrift Supervision and the Director of the Office 
                      of Thrift Supervision relating to savings and loan 
                      holding companies.
                    (B) Powers, authorities, rights, and duties.--The 
                Board of Governors shall succeed to all powers, 
                authorities, rights, and duties that were vested in the 
                Office of Thrift Supervision and the Director of the 
                Office of Thrift Supervision on the day before the 
                transfer date relating to the functions and authority 
                transferred under subparagraph (A).
            (2) All other functions transferred.--
                    (A) Board of governors.--All rulemaking authority of 
                the Office of Thrift Supervision and the Director of the 
                Office of Thrift Supervision under section 11 of the 
                Home Owners' Loan Act (12 U.S.C. 1468) relating to 
                transactions with affiliates and extensions of credit to 
                executive officers, directors, and principal 
                shareholders and under section 5(q) of such Act relating 
                to tying arrangements is transferred to the Board of 
                Governors.

[[Page 124 STAT. 1522]]

                    (B) Comptroller of the currency.--Except as provided 
                in paragraph (1) and subparagraph (A)--
                          (i) there are transferred to the Office of the 
                      Comptroller of the Currency and the Comptroller of 
                      the Currency--
                                    (I) all functions of the Office of 
                                Thrift Supervision and the Director of 
                                the Office of Thrift Supervision, 
                                respectively, relating to Federal 
                                savings associations; and
                                    (II) all rulemaking authority of the 
                                Office of Thrift Supervision and the 
                                Director of the Office of Thrift 
                                Supervision, respectively, relating to 
                                savings associations; and
                          (ii) the Office of the Comptroller of the 
                      Currency and the Comptroller of the Currency shall 
                      succeed to all powers, authorities, rights, and 
                      duties that were vested in the Office of Thrift 
                      Supervision and the Director of the Office of 
                      Thrift Supervision, respectively, on the day 
                      before the transfer date relating to the functions 
                      and authority transferred under clause (i).
                    (C) Corporation.--Except as provided in paragraph 
                (1) and subparagraphs (A) and (B)--
                          (i) all functions of the Office of Thrift 
                      Supervision and the Director of the Office of 
                      Thrift Supervision relating to State savings 
                      associations are transferred to the Corporation; 
                      and
                          (ii) the Corporation shall succeed to all 
                      powers, authorities, rights, and duties that were 
                      vested in the Office of Thrift Supervision and the 
                      Director of the Office of Thrift Supervision on 
                      the day before the transfer date relating to the 
                      functions transferred under clause (i).

    (c) Conforming Amendments.--Section 3 of the Federal Deposit 
Insurance Act (12 U.S.C. 1813) is amended--
            (1) in subsection (q), by striking paragraphs (1) through 
        (4) and inserting the following:
            ``(1) the Office of the Comptroller of the Currency, in the 
        case of--
                    ``(A) any national banking association;
                    ``(B) any Federal branch or agency of a foreign 
                bank; and
                    ``(C) any Federal savings association;
            ``(2) the Federal Deposit Insurance Corporation, in the case 
        of--
                    ``(A) any State nonmember insured bank;
                    ``(B) any foreign bank having an insured branch; and
                    ``(C) any State savings association;
            ``(3) the Board of Governors of the Federal Reserve System, 
        in the case of--
                    ``(A) any State member bank;
                    ``(B) any branch or agency of a foreign bank with 
                respect to any provision of the Federal Reserve Act 
                which is made applicable under the International Banking 
                Act of 1978;
                    ``(C) any foreign bank which does not operate an 
                insured branch;

[[Page 124 STAT. 1523]]

                    ``(D) any agency or commercial lending company other 
                than a Federal agency;
                    ``(E) supervisory or regulatory proceedings arising 
                from the authority given to the Board of Governors under 
                section 7(c)(1) of the International Banking Act of 
                1978, including such proceedings under the Financial 
                Institutions Supervisory Act of 1966;
                    ``(F) any bank holding company and any subsidiary 
                (other than a depository institution) of a bank holding 
                company; and
                    ``(G) any savings and loan holding company and any 
                subsidiary (other than a depository institution) of a 
                savings and loan holding company.''; and
            (2) in paragraphs (1) and (3) of subsection (u), by striking 
        ``(other than a bank holding company'' and inserting ``(other 
        than a bank holding company or savings and loan holding 
        company''.

    (d) Consumer Protection.--Nothing in this section may be construed 
to limit or otherwise affect the transfer of powers under title X.
SEC. 313. <<NOTE: 12 USC 5413.>> ABOLISHMENT.

    Effective <<NOTE: Effective date.>> 90 days after the transfer date, 
the Office of Thrift Supervision and the position of Director of the 
Office of Thrift Supervision are abolished.
SEC. 314. AMENDMENTS TO THE REVISED STATUTES.

    (a) Amendment to Section 324.--Section 324 of the Revised Statutes 
of the United States (12 U.S.C. 1) is amended to read as follows:
``SEC. 324. COMPTROLLER OF THE CURRENCY.

    ``(a) Office of the Comptroller of the Currency Established.--There 
is established in the Department of the Treasury a bureau to be known as 
the `Office of the Comptroller of the Currency' which is charged with 
assuring the safety and soundness of, and compliance with laws and 
regulations, fair access to financial services, and fair treatment of 
customers by, the institutions and other persons subject to its 
jurisdiction.
    ``(b) Comptroller of the Currency.--
            ``(1) In general.--The chief officer of the Office of the 
        Comptroller of the Currency shall be known as the Comptroller of 
        the Currency. The Comptroller of the Currency shall perform the 
        duties of the Comptroller of the Currency under the general 
        direction of the Secretary of the Treasury. The Secretary of the 
        Treasury may not delay or prevent the issuance of any rule or 
        the promulgation of any regulation by the Comptroller of the 
        Currency, and may not intervene in any matter or proceeding 
        before the Comptroller of the Currency (including agency 
        enforcement actions), unless otherwise specifically provided by 
        law.
            ``(2) Additional authority.--The Comptroller of the Currency 
        shall have the same authority with respect to functions 
        transferred to the Comptroller of the Currency under the 
        Enhancing Financial Institution Safety and Soundness Act of 2010 
        as was vested in the Director of the Office of Thrift 
        Supervision on the transfer date, as defined in section 311 of 
        that Act.''.

[[Page 124 STAT. 1524]]

    (b) Supervision of Federal Savings Associations.--Chapter 9 of title 
VII of the Revised Statutes of the United States (12 U.S.C. 1 et seq.) 
is amended by inserting after section 327A (12 U.S.C. 4a) the following:
``SEC. 327B. <<NOTE: 12 USC 4b.>> DEPUTY COMPTROLLER FOR THE 
                          SUPERVISION AND EXAMINATION OF FEDERAL 
                          SAVINGS ASSOCIATIONS.

    ``The <<NOTE: Designation.>> Comptroller of the Currency shall 
designate a Deputy Comptroller, who shall be responsible for the 
supervision and examination of Federal savings associations.''.

    (c) Amendment to Section 329.--Section 329 of the Revised Statutes 
of the United States (12 U.S.C. 11) is amended by inserting before the 
period at the end the following: ``or any Federal savings association''.
    (d) Effective <<NOTE: 12 USC 1 note.>> Date.--This section, and the 
amendments made by this section, shall take effect on the transfer date.
SEC. 315. FEDERAL INFORMATION POLICY.

    Section 3502(5) of title 44, United States Code, is amended by 
inserting ``Office of the Comptroller of the Currency,'' after ``the 
Securities and Exchange Commission,''.
SEC. 316. <<NOTE: 12 USC 5414.>> SAVINGS PROVISIONS.

    (a) Office of Thrift Supervision.--
            (1) Existing rights, duties, and obligations not affected.--
        Sections 312(b) and 313 shall not affect the validity of any 
        right, duty, or obligation of the United States, the Director of 
        the Office of Thrift Supervision, the Office of Thrift 
        Supervision, or any other person, that existed on the day before 
        the transfer date.
            (2) Continuation of suits.--This title shall not abate any 
        action or proceeding commenced by or against the Director of the 
        Office of Thrift Supervision or the Office of Thrift Supervision 
        before the transfer date, except that--
                    (A) for any action or proceeding arising out of a 
                function of the Office of Thrift Supervision or the 
                Director of the Office of Thrift Supervision transferred 
                to the Board of Governors by this title, the Board of 
                Governors shall be substituted for the Office of Thrift 
                Supervision or the Director of the Office of Thrift 
                Supervision as a party to the action or proceeding on 
                and after the transfer date;
                    (B) for any action or proceeding arising out of a 
                function of the Office of Thrift Supervision or the 
                Director of the Office of Thrift Supervision transferred 
                to the Office of the Comptroller of the Currency or the 
                Comptroller of the Currency by this title, the Office of 
                the Comptroller of the Currency or the Comptroller of 
                the Currency shall be substituted for the Office of 
                Thrift Supervision or the Director of the Office of 
                Thrift Supervision, as the case may be, as a party to 
                the action or proceeding on and after the transfer date; 
                and
                    (C) for any action or proceeding arising out of a 
                function of the Office of Thrift Supervision or the 
                Director of the Office of Thrift Supervision transferred 
                to the Corporation by this title, the Corporation shall 
                be substituted for the Office of Thrift Supervision or 
                the Director of the Office of Thrift Supervision as a 
                party to the action or proceeding on and after the 
                transfer date.

[[Page 124 STAT. 1525]]

    (b) Continuation of Existing OTS Orders, Resolutions, 
Determinations, Agreements, Regulations, etc.--All orders, resolutions, 
determinations, agreements, and regulations, interpretative rules, other 
interpretations, guidelines, procedures, and other advisory materials, 
that have been issued, made, prescribed, or allowed to become effective 
by the Office of Thrift Supervision or the Director of the Office of 
Thrift Supervision, or by a court of competent jurisdiction, in the 
performance of functions that are transferred by this title and that are 
in effect on the day before the transfer date, shall continue in effect 
according to the terms of such orders, resolutions, determinations, 
agreements, and regulations, interpretative rules, other 
interpretations, guidelines, procedures, and other advisory materials, 
and shall be enforceable by or against--
            (1) the Board of Governors, in the case of a function of the 
        Office of Thrift Supervision or the Director of the Office of 
        Thrift Supervision transferred to the Board of Governors, until 
        modified, terminated, set aside, or superseded in accordance 
        with applicable law by the Board of Governors, by any court of 
        competent jurisdiction, or by operation of law;
            (2) the Office of the Comptroller of the Currency or the 
        Comptroller of the Currency, in the case of a function of the 
        Office of Thrift Supervision or the Director of the Office of 
        Thrift Supervision transferred to the Office of the Comptroller 
        of the Currency or the Comptroller of the Currency, 
        respectively, until modified, terminated, set aside, or 
        superseded in accordance with applicable law by the Office of 
        the Comptroller of the Currency or the Comptroller of the 
        Currency, by any court of competent jurisdiction, or by 
        operation of law; and
            (3) the Corporation, in the case of a function of the Office 
        of Thrift Supervision or the Director of the Office of Thrift 
        Supervision transferred to the Corporation, until modified, 
        terminated, set aside, or superseded in accordance with 
        applicable law by the Corporation, by any court of competent 
        jurisdiction, or by operation of law.

    (c) Identification <<NOTE: Deadlines. Federal Register, 
publication.>> of Regulations Continued.--
            (1) By the board of governors.--Not later than the transfer 
        date, the Board of Governors shall--
                    (A) identify the regulations continued under 
                subsection (b) that will be enforced by the Board of 
                Governors; and
                    (B) publish a list of the regulations identified 
                under subparagraph (A) in the Federal Register.
            (2) By office of the comptroller of the currency.--Not later 
        than the transfer date, the Office of the Comptroller of the 
        Currency shall--
                    (A) after consultation with the Corporation, 
                identify the regulations continued under subsection (b) 
                that will be enforced by the Office of the Comptroller 
                of the Currency; and
                    (B) publish a list of the regulations identified 
                under subparagraph (A) in the Federal Register.
            (3) By the corporation.--Not later than the transfer date, 
        the Corporation shall--
                    (A) after consultation with the Office of the 
                Comptroller of the Currency, identify the regulations 
                continued under subsection (b) that will be enforced by 
                the Corporation; and

[[Page 124 STAT. 1526]]

                    (B) publish a list of the regulations identified 
                under subparagraph (A) in the Federal Register.

    (d) Status of Regulations Proposed or Not Yet Effective.--
            (1) Proposed regulations.--Any proposed regulation of the 
        Office of Thrift Supervision, which the Office of Thrift 
        Supervision in performing functions transferred by this title, 
        has proposed before the transfer date but has not published as a 
        final regulation before such date, shall be deemed to be a 
        proposed regulation of the Office of the Comptroller of the 
        Currency or the Board of Governors, as appropriate, according to 
        the terms of the proposed regulation.
            (2) Regulations not yet effective.--Any interim or final 
        regulation of the Office of Thrift Supervision, which the Office 
        of Thrift Supervision, in performing functions transferred by 
        this title, has published before the transfer date but which has 
        not become effective before that date, shall become effective as 
        a regulation of the Office of the Comptroller of the Currency or 
        the Board of Governors, as appropriate, according to the terms 
        of the interim or final regulation, unless modified, terminated, 
        set aside, or superseded in accordance with applicable law by 
        the Office of the Comptroller of the Currency or the Board of 
        Governors, as appropriate, by any court of competent 
        jurisdiction, or by operation of law.
SEC. 317. <<NOTE: 12 USC 5415.>> REFERENCES IN FEDERAL LAW TO 
                        FEDERAL BANKING AGENCIES.

    On and after the transfer date, any reference in Federal law to the 
Director of the Office of Thrift Supervision or the Office of Thrift 
Supervision, in connection with any function of the Director of the 
Office of Thrift Supervision or the Office of Thrift Supervision 
transferred under section 312(b) or any other provision of this 
subtitle, shall be deemed to be a reference to the Comptroller of the 
Currency, the Office of the Comptroller of the Currency, the Chairperson 
of the Corporation, the Corporation, the Chairman of the Board of 
Governors, or the Board of Governors, as appropriate and consistent with 
the amendments made in subtitle E.
SEC. 318. FUNDING.

    (a) Compensation of Examiners.--Section 5240 of the Revised Statutes 
of the United States (12 U.S.C. 481 et seq.) is amended--
            (1) in the second undesignated paragraph (12 U.S.C. 481), in 
        the fourth sentence, by striking ``without regard to the 
        provisions of other laws applicable to officers or employees of 
        the United States'' and inserting the following: ``set and 
        adjusted subject to chapter 71 of title 5, United States Code, 
        and without regard to the provisions of other laws applicable to 
        officers or employees of the United States''; and
            (2) in the third undesignated paragraph (12 U.S.C. 482), in 
        the first sentence, by striking ``shall fix'' and inserting 
        ``shall, subject to chapter 71 of title 5, United States Code, 
        fix''.

    (b) Funding of Office of the Comptroller of the Currency.--Chapter 4 
of title LXII of the Revised Statutes is amended by inserting after 
section 5240 (12 U.S.C. 481, 482) the following:
    ``Sec. <<NOTE: 12 USC 16.>> 5240A.  The Comptroller of the Currency 
may collect an assessment, fee, or other charge from any entity 
described in section 3(q)(1) of the Federal Deposit Insurance Act (12 
U.S.C.

[[Page 124 STAT. 1527]]

1813(q)(1)), as the Comptroller determines is necessary or appropriate 
to carry out the responsibilities of the Office of the Comptroller of 
the Currency. In establishing the amount of an assessment, fee, or 
charge collected from an entity under this section, the Comptroller of 
the Currency may take into account the nature and scope of the 
activities of the entity, the amount and type of assets that the entity 
holds, the financial and managerial condition of the entity, and any 
other factor, as the Comptroller of the Currency determines is 
appropriate. Funds derived from any assessment, fee, or charge collected 
or payment made pursuant to this section may be deposited by the 
Comptroller of the Currency in accordance with the provisions of section 
5234. Such funds shall not be construed to be Government funds or 
appropriated monies, and shall not be subject to apportionment for 
purposes of chapter 15 of title 31, United States Code, or any other 
provision of law. The authority of the Comptroller of the Currency under 
this section shall be in addition to the authority under section 5240.

    ``The Comptroller of the Currency shall have sole authority to 
determine the manner in which the obligations of the Office of the 
Comptroller of the Currency shall be incurred and its disbursements and 
expenses allowed and paid, in accordance with this section, except as 
provided in chapter 71 of title 5, United States Code (with respect to 
compensation).''.
    (c) Funding of Board of Governors.--Section 11 of the Federal 
Reserve Act (12 U.S.C. 248) is amended by adding at the end the 
following:
    ``(s) Assessments, Fees, and Other Charges for Certain Companies.--
            ``(1) In general.--The Board shall collect a total amount of 
        assessments, fees, or other charges from the companies described 
        in paragraph (2) that is equal to the total expenses the Board 
        estimates are necessary or appropriate to carry out the 
        supervisory and regulatory responsibilities of the Board with 
        respect to such companies.
            ``(2) Companies.--The companies described in this paragraph 
        are--
                    ``(A) all bank holding companies having total 
                consolidated assets of $50,000,000,000 or more;
                    ``(B) all savings and loan holding companies having 
                total consolidated assets of $50,000,000,000 or more; 
                and
                    ``(C) all nonbank financial companies supervised by 
                the Board under section 113 of the Dodd-Frank Wall 
                Street Reform and Consumer Protection Act.''.

    (d) Corporation Examination Fees.--Section 10(e) of the Federal 
Deposit Insurance Act (12 U.S.C. 1820(e)) is amended by striking 
paragraph (1) and inserting the following:
            ``(1) Regular and special examinations of depository 
        institutions.--The cost of conducting any regular examination or 
        special examination of any depository institution under 
        subsection (b)(2), (b)(3), or (d) or of any entity described in 
        section 3(q)(2) may be assessed by the Corporation against the 
        institution or entity to meet the expenses of the Corporation in 
        carrying out such examinations.''.

    (e) Effective <<NOTE: 12 USC 16 note.>> Date.--This section, and the 
amendments made by this section, shall take effect on the transfer date.

[[Page 124 STAT. 1528]]

SEC. 319. <<NOTE: 12 USC 5416.>> CONTRACTING AND LEASING 
                        AUTHORITY.

    Notwithstanding the Federal Property and Administrative Services Act 
of 1949 (41 U.S.C. 251 et seq.) or any other provision of law (except 
the full and open competition requirements of the Competition in 
Contracting Act), the Office of the Comptroller of the Currency may--
            (1) enter into and perform contracts, execute instruments, 
        and acquire real property (or property interest) as the 
        Comptroller deems necessary to carry out the duties and 
        responsibilities of the Office of the Comptroller of the 
        Currency; and
            (2) hold, maintain, sell, lease, or otherwise dispose of the 
        property (or property interest) acquired under paragraph (1).

                   Subtitle B--Transitional Provisions

SEC. 321. <<NOTE: 12 USC 5431.>> INTERIM USE OF FUNDS, PERSONNEL, 
                        AND PROPERTY OF THE OFFICE OF THRIFT 
                        SUPERVISION.

    (a) In General.--Before the transfer date, the Office of the 
Comptroller of the Currency, the Corporation, and the Board of Governors 
shall--
            (1) consult <<NOTE: Consultation.>> and cooperate with the 
        Office of Thrift Supervision to facilitate the orderly transfer 
        of functions to the Office of the Comptroller of the Currency, 
        the Corporation, and the Board of Governors in accordance with 
        this title;
            (2) <<NOTE: Determination.>> determine jointly, from time to 
        time--
                    (A) the amount of funds necessary to pay any 
                expenses associated with the transfer of functions 
                (including expenses for personnel, property, and 
                administrative services) during the period beginning on 
                the date of enactment of this Act and ending on the 
                transfer date;
                    (B) which personnel are appropriate to facilitate 
                the orderly transfer of functions by this title; and
                    (C) what property and administrative services are 
                necessary to support the Office of the Comptroller of 
                the Currency, the Corporation, and the Board of 
                Governors during the period beginning on the date of 
                enactment of this Act and ending on the transfer date; 
                and
            (3) take such actions as may be necessary to provide for the 
        orderly implementation of this title.

    (b) Agency Consultation.--When requested jointly by the Office of 
the Comptroller of the Currency, the Corporation, and the Board of 
Governors to do so before the transfer date, the Office of Thrift 
Supervision shall--
            (1) pay <<NOTE: Payment.>> to the Office of the Comptroller 
        of the Currency, the Corporation, or the Board of Governors, as 
        applicable, from funds obtained by the Office of Thrift 
        Supervision through assessments, fees, or other charges that the 
        Office of Thrift Supervision is authorized by law to impose, 
        such amounts as the Office of the Comptroller of the Currency, 
        the Corporation, and the Board of Governors jointly determine to 
        be necessary under subsection (a);
            (2) detail to the Office of the Comptroller of the Currency, 
        the Corporation, or the Board of Governors, as applicable, such 
        personnel as the Office of the Comptroller of the Currency, the 
        Corporation, and the Board of Governors jointly determine to be 
        appropriate under subsection (a); and

[[Page 124 STAT. 1529]]

            (3) make available to the Office of the Comptroller of the 
        Currency, the Corporation, or the Board of Governors, as 
        applicable, such property and provide to the Office of the 
        Comptroller of the Currency, the Corporation, or the Board of 
        Governors, as applicable, such administrative services as the 
        Office of the Comptroller of the Currency, the Corporation, and 
        the Board of Governors jointly determine to be necessary under 
        subsection (a).

    (c) Notice Required.--The Office of the Comptroller of the Currency, 
the Corporation, and the Board of Governors shall jointly give the 
Office of Thrift Supervision reasonable prior notice of any request that 
the Office of the Comptroller of the Currency, the Corporation, and the 
Board of Governors jointly intend to make under subsection (b).
SEC. 322. <<NOTE: 12 USC 5432.>> TRANSFER OF EMPLOYEES.

    (a) In General.--
            (1) Office of thrift supervision employees.--
                    (A) In general.--Except as provided in section 1064, 
                all employees of the Office of Thrift Supervision shall 
                be transferred to the Office of the Comptroller of the 
                Currency or the Corporation for employment in accordance 
                with this section.
                    (B) Allocating employees for transfer to receiving 
                agencies.--The Director of the Office of Thrift 
                Supervision, the Comptroller of the Currency, and the 
                Chairperson of the Corporation shall--
                          (i) jointly <<NOTE: Determination.>> determine 
                      the number of employees of the Office of Thrift 
                      Supervision necessary to perform or support the 
                      functions that are transferred to the Office of 
                      the Comptroller of the Currency or the Corporation 
                      by this title; and
                          (ii) consistent with the determination under 
                      clause (i), jointly identify employees of the 
                      Office of Thrift Supervision for transfer to the 
                      Office of the Comptroller of the Currency or the 
                      Corporation.
            (2) Employees transferred; service periods credited.--For 
        purposes of this section, periods of service with a Federal home 
        loan bank, a joint office of Federal home loan banks, or a 
        Federal reserve bank shall be credited as periods of service 
        with a Federal agency.
            (3) Appointment authority for excepted service 
        transferred.--
                    (A) In general.--Except as provided in subparagraph 
                (B), any appointment authority of the Office of Thrift 
                Supervision under Federal law that relates to the 
                functions transferred under section 312, including the 
                regulations of the Office of Personnel Management, for 
                filling the positions of employees in the excepted 
                service shall be transferred to the Comptroller of the 
                Currency or the Chairperson of the Corporation, as 
                appropriate.
                    (B) Declining transfers allowed.--The Comptroller of 
                the Currency or the Chairperson of the Corporation may 
                decline to accept a transfer of authority under 
                subparagraph (A) (and the employees appointed under that 
                authority) to the extent that such authority relates to 
                positions excepted from the competitive service because 
                of their

[[Page 124 STAT. 1530]]

                confidential, policy-making, policy-determining, or 
                policy-advocating character.
            (4) Additional appointment authority.--Notwithstanding any 
        other provision of law, the Office of the Comptroller of the 
        Currency and the Corporation may appoint transferred employees 
        to positions in the Office of the Comptroller of the Currency or 
        the Corporation, respectively.

    (b) Timing of Transfers and <<NOTE: Deadlines.>> Position 
Assignments.--Each employee to be transferred under subsection (a)(1) 
shall--
            (1) be transferred not later than 90 days after the transfer 
        date; and
            (2) receive <<NOTE: Notice.>> notice of the position 
        assignment of the employee not later than 120 days after the 
        effective date of the transfer of the employee.

    (c) Transfer of Functions.--
            (1) In general.--Notwithstanding any other provision of law, 
        the transfer of employees under this subtitle shall be deemed a 
        transfer of functions for the purpose of section 3503 of title 
        5, United States Code.
            (2) Priority.--If any provision of this subtitle conflicts 
        with any protection provided to a transferred employee under 
        section 3503 of title 5, United States Code, the provisions of 
        this subtitle shall control.

    (d) Employee Status and Eligibility.--The transfer of functions and 
employees under this subtitle, and the abolishment of the Office of 
Thrift Supervision under section 313, shall not affect the status of the 
transferred employees as employees of an agency of the United States 
under any provision of law.
    (e) Equal Status and Tenure Positions.--
            (1) Status and tenure.--Each transferred employee from the 
        Office of Thrift Supervision shall be placed in a position at 
        the Office of the Comptroller of the Currency or the Corporation 
        with the same status and tenure as the transferred employee held 
        on the day before the date on which the employee was 
        transferred.
            (2) Functions.--To the extent practicable, each transferred 
        employee shall be placed in a position at the Office of the 
        Comptroller of the Currency or the Corporation, as applicable, 
        responsible for the same functions and duties as the transferred 
        employee had on the day before the date on which the employee 
        was transferred, in accordance with the expertise and 
        preferences of the transferred employee.

    (f) No Additional Certification Requirements.--An examiner who is a 
transferred employee shall not be subject to any additional 
certification requirements before being placed in a comparable position 
at the Office of the Comptroller of the Currency or the Corporation, if 
the examiner carries out examinations of the same type of institutions 
as an employee of the Office of the Comptroller of the Currency or the 
Corporation as the employee was responsible for carrying out before the 
date on which the employee was transferred.
    (g) Personnel Actions Limited.--
            (1) Protection.--
                    (A) In general.--Except <<NOTE: Time period.>> as 
                provided in paragraph (2), each affected employee shall 
                not, during the 30-month period beginning on the 
                transfer date, be involuntarily

[[Page 124 STAT. 1531]]

                separated, or involuntarily reassigned outside his or 
                her locality pay area.
                    (B) Affected employees.--
                For <<NOTE: Definition.>> purposes of this paragraph, 
                the term ``affected employee'' means--
                          (i) an employee transferred from the Office of 
                      Thrift Supervision holding a permanent position on 
                      the day before the transfer date; and
                          (ii) an employee of the Office of the 
                      Comptroller of the Currency or the Corporation 
                      holding a permanent position on the day before the 
                      transfer date.
            (2) Exceptions.--Paragraph (1) does not limit the right of 
        the Office of the Comptroller of the Currency or the Corporation 
        to--
                    (A) separate an employee for cause or for 
                unacceptable performance;
                    (B) terminate an appointment to a position excepted 
                from the competitive service because of its confidential 
                policy-making, policy-determining, or policy-advocating 
                character; or
                    (C) reassign an employee outside such employee's 
                locality pay area when the Office of the Comptroller of 
                the Currency or the Corporation determines that the 
                reassignment is necessary for the efficient operation of 
                the agency.

    (h) Pay.--
            (1) 30-month protection.--Except as provided in paragraph 
        (2), during the 30-month period beginning on the date on which 
        the employee was transferred under this subtitle, a transferred 
        employee shall be paid at a rate that is not less than the basic 
        rate of pay, including any geographic differential, that the 
        transferred employee received during the pay period immediately 
        preceding the date on which the employee was transferred. 
        Notwithstanding the preceding sentence, if the employee was 
        receiving a higher rate of basic pay on a temporary basis 
        (because of a temporary assignment, temporary promotion, or 
        other temporary action) immediately before the transfer, the 
        Agency may reduce the rate of basic pay on the date the rate 
        would have been reduced but for the transfer, and the protected 
        rate for the remainder of the 30-month period will be the 
        reduced rate that would have applied but for the transfer.
            (2) Exceptions.--The Comptroller of the Currency or the 
        Corporation may reduce the rate of basic pay of a transferred 
        employee--
                    (A) for cause, including for unacceptable 
                performance; or
                    (B) with the consent of the transferred employee.
            (3) Protection only while employed.--
        This <<NOTE: Applicability.>> subsection shall apply to a 
        transferred employee only during the period that the transferred 
        employee remains employed by Office of the Comptroller of the 
        Currency or the Corporation.
            (4) Pay increases permitted.--Nothing in this subsection 
        shall limit the authority of the Comptroller of the Currency or 
        the Chairperson of the Corporation to increase the pay of a 
        transferred employee.

    (i) Benefits.--
            (1) Retirement benefits for transferred employees.--

[[Page 124 STAT. 1532]]

                    (A) In general.--
                          (i) Continuation of existing retirement 
                      plan.--Each transferred employee shall remain 
                      enrolled in the retirement plan of the transferred 
                      employee, for as long as the transferred employee 
                      is employed by the Office of the Comptroller of 
                      the Currency or the Corporation.
                          (ii) Employer's contribution.--The Comptroller 
                      of the Currency or the Chairperson of the 
                      Corporation, as appropriate, shall pay any 
                      employer contributions to the existing retirement 
                      plan of each transferred employee, as required 
                      under each such existing retirement plan.
                    (B) Definition.--In this paragraph, the term 
                ``existing retirement plan'' means, with respect to a 
                transferred employee, the retirement plan (including the 
                Financial Institutions Retirement Fund), and any 
                associated thrift savings plan, of the agency from which 
                the employee was transferred in which the employee was 
                enrolled on the day before the date on which the 
                employee was transferred.
            (2) Benefits other than retirement benefits.--
                    (A) During first year.--
                          (i) Existing <<NOTE: Time period.>> plans 
                      continue.--During the 1-year period following the 
                      transfer date, each transferred employee may 
                      retain membership in any employee benefit program 
                      (other than a retirement benefit program) of the 
                      agency from which the employee was transferred 
                      under this title, including any dental, vision, 
                      long term care, or life insurance program to which 
                      the employee belonged on the day before the 
                      transfer date.
                          (ii) Employer's contribution.--The Office of 
                      the Comptroller of the Currency or the 
                      Corporation, as appropriate, shall pay any 
                      employer cost required to extend coverage in the 
                      benefit program to the transferred employee as 
                      required under that program or negotiated 
                      agreements.
                    (B) Dental, vision, or life insurance after first 
                year.--If, <<NOTE: Time period.>> after the 1-year 
                period beginning on the transfer date, the Office of the 
                Comptroller of the Currency or the Corporation 
                determines that the Office of the Comptroller of the 
                Currency or the Corporation, as the case may be, will 
                not continue to participate in any dental, vision, or 
                life insurance program of an agency from which an 
                employee was transferred, a transferred employee who is 
                a member of the program may, before the decision takes 
                effect and without regard to any regularly scheduled 
                open season, elect to enroll in--
                          (i) the enhanced dental benefits program 
                      established under chapter 89A of title 5, United 
                      States Code;
                          (ii) the enhanced vision benefits established 
                      under chapter 89B of title 5, United States Code; 
                      and
                          (iii) the Federal Employees' Group Life 
                      Insurance Program established under chapter 87 of 
                      title 5, United States Code, without regard to any 
                      requirement of insurability.

[[Page 124 STAT. 1533]]

                    (C) Long term care insurance after 1st year.--
                If, <<NOTE: Time period.>> after the 1-year period 
                beginning on the transfer date, the Office of the 
                Comptroller of the Currency or the Corporation 
                determines that the Office of the Comptroller of the 
                Currency or the Corporation, as appropriate, will not 
                continue to participate in any long term care insurance 
                program of an agency from which an employee transferred, 
                a transferred employee who is a member of such a program 
                may, before the decision takes effect, elect to apply 
                for coverage under the Federal Long Term Care Insurance 
                Program established under chapter 90 of title 5, United 
                States Code, under the underwriting requirements 
                applicable to a new active workforce member, as 
                described in part 875 of title 5, Code of Federal 
                Regulations (or any successor thereto).
                    (D) Contribution of transferred employee.--
                          (i) In general.--Subject to clause (ii), a 
                      transferred employee who is enrolled in a plan 
                      under the Federal Employees Health Benefits 
                      Program shall pay any employee contribution 
                      required under the plan.
                          (ii) Cost differential.--The Office of the 
                      Comptroller of the Currency or the Corporation, as 
                      applicable, shall pay any difference in cost 
                      between the employee contribution required under 
                      the plan provided to transferred employees by the 
                      agency from which the employee transferred on the 
                      date of enactment of this Act and the plan 
                      provided by the Office of the Comptroller of the 
                      Currency or the Corporation, as the case may be, 
                      under this section.
                          (iii) Funds transfer.--The Office of the 
                      Comptroller of the Currency or the Corporation, as 
                      the case may be, shall transfer to the Employees 
                      Health Benefits Fund established under section 
                      8909 of title 5, United States Code, an amount 
                      determined by the Director of the Office of 
                      Personnel Management, after consultation with the 
                      Comptroller of the Currency or the Chairperson of 
                      the Corporation, as the case may be, and the 
                      Office of Management and Budget, to be necessary 
                      to reimburse the Fund for the cost to the Fund of 
                      providing any benefits under this subparagraph 
                      that are not otherwise paid for by a transferred 
                      employee under clause (i).
                    (E) Special provisions to ensure continuation of 
                life insurance benefits.--
                          (i) In general.--An annuitant, as defined in 
                      section 8901 of title 5, United States Code, who 
                      is enrolled in a life insurance plan administered 
                      by an agency from which employees are transferred 
                      under this title on the day before the transfer 
                      date shall be eligible for coverage by a life 
                      insurance plan under sections 8706(b), 8714a, 
                      8714b, or 8714c of title 5, United States Code, or 
                      by a life insurance plan established by the Office 
                      of the Comptroller of the Currency or the 
                      Corporation, as applicable, without regard to any 
                      regularly scheduled open season or any requirement 
                      of insurability.
                          (ii) Contribution of transferred employee.--

[[Page 124 STAT. 1534]]

                                    (I) In general.--Subject to 
                                subclause (II), a transferred employee 
                                enrolled in a life insurance plan under 
                                this subparagraph shall pay any employee 
                                contribution required by the plan.
                                    (II) Cost differential.--The Office 
                                of the Comptroller of the Currency or 
                                the Corporation, as the case may be, 
                                shall pay any difference in cost between 
                                the benefits provided by the agency from 
                                which the employee transferred on the 
                                date of enactment of this Act and the 
                                benefits provided under this section.
                                    (III) Funds transfer.--The Office of 
                                the Comptroller of the Currency or the 
                                Corporation, as the case may be, shall 
                                transfer to the Federal Employees' Group 
                                Life Insurance Fund established under 
                                section 8714 of title 5, United States 
                                Code, an amount determined by the 
                                Director of the Office of Personnel 
                                Management, after consultation with the 
                                Comptroller of the Currency or the 
                                Chairperson of the Corporation, as the 
                                case may be, and the Office of 
                                Management and Budget, to be necessary 
                                to reimburse the Federal Employees' 
                                Group Life Insurance Fund for the cost 
                                to the Federal Employees' Group Life 
                                Insurance Fund of providing benefits 
                                under this subparagraph not otherwise 
                                paid for by a transferred employee under 
                                subclause (I).
                                    (IV) Credit for time enrolled in 
                                other plans.--For any transferred 
                                employee, enrollment in a life insurance 
                                plan administered by the agency from 
                                which the employee transferred, 
                                immediately before enrollment in a life 
                                insurance plan under chapter 87 of title 
                                5, United States Code, shall be 
                                considered as enrollment in a life 
                                insurance plan under that chapter for 
                                purposes of section 8706(b)(1)(A) of 
                                title 5, United States Code.

    (j) Incorporation Into Agency Pay System.--
Not <<NOTE: Deadline.>> later than 30 months after the transfer date, 
the Comptroller of the Currency and the Chairperson of the Corporation 
shall place each transferred employee into the established pay system 
and structure of the appropriate employing agency.

    (k) Equitable Treatment.--In administering the provisions of this 
section, the Comptroller of the Currency and the Chairperson of the 
Corporation--
            (1) may not take any action that would unfairly disadvantage 
        a transferred employee relative to any other employee of the 
        Office of the Comptroller of the Currency or the Corporation on 
        the basis of prior employment by the Office of Thrift 
        Supervision;
            (2) may take such action as is appropriate in an individual 
        case to ensure that a transferred employee receives equitable 
        treatment, with respect to the status, tenure, pay, benefits 
        (other than benefits under programs administered by the Office 
        of Personnel Management), and accrued leave or vacation time for 
        prior periods of service with any Federal agency of the 
        transferred employee;

[[Page 124 STAT. 1535]]

            (3) shall, <<NOTE: Procedures.>> jointly with the Director 
        of the Office of Thrift Supervision, develop and adopt 
        procedures and safeguards designed to ensure that the 
        requirements of this subsection are met; and
            (4) shall <<NOTE: Study.>> conduct a study detailing the 
        position assignments of all employees transferred pursuant to 
        subsection (a), describing the procedures and safeguards adopted 
        pursuant to paragraph (3), and demonstrating that the 
        requirements of this subsection have been met; 
        and <<NOTE: Deadline.>> shall, not later than 365 days after the 
        transfer date, submit a copy of such study to Congress.

    (l) Reorganization.--
            (1) In general.--If <<NOTE: Time period.>> the Comptroller 
        of the Currency or the Chairperson of the Corporation 
        determines, during the 2-year period beginning 1 year after the 
        transfer date, that a reorganization of the staff of the Office 
        of the Comptroller of the Currency or the Corporation, 
        respectively, is required, the reorganization shall be deemed a 
        ``major reorganization'' for purposes of affording affected 
        employees retirement under section 8336(d)(2) or 8414(b)(1)(B) 
        of title 5, United States Code.
            (2) Service credit.--For purposes of this subsection, 
        periods of service with a Federal home loan bank or a joint 
        office of Federal home loan banks shall be credited as periods 
        of service with a Federal agency.
SEC. 323. <<NOTE: 12 USC 5433.>> PROPERTY TRANSFERRED.

    (a) Property Defined.--For purposes of this section, the term 
``property'' includes all real property (including leaseholds) and all 
personal property, including computers, furniture, fixtures, equipment, 
books, accounts, records, reports, files, memoranda, paper, reports of 
examination, work papers, and correspondence related to such reports, 
and any other information or materials.
    (b) Property of the Office of Thrift Supervision.--
            (1) In general.--No <<NOTE: Deadline.>> later than 90 days 
        after the transfer date, all property of the Office of Thrift 
        Supervision (other than property described under paragraph 
        (b)(2)) that the Comptroller of the Currency and the Chairperson 
        of the Corporation jointly determine is used, on the day before 
        the transfer date, to perform or support the functions of the 
        Office of Thrift Supervision transferred to the Office of the 
        Comptroller of the Currency or the Corporation under this title, 
        shall be transferred to the Office of the Comptroller of the 
        Currency or the Corporation in a manner consistent with the 
        transfer of employees under this subtitle.
            (2) Personal property.--All books, accounts, records, 
        reports, files, memoranda, papers, documents, reports of 
        examination, work papers, and correspondence of the Office of 
        Thrift Supervision that the Comptroller of the Currency, the 
        Chairperson of the Corporation, and the Chairman of the Board of 
        Governors jointly determine is used, on the day before the 
        transfer date, to perform or support the functions of the Office 
        of Thrift Supervision transferred to the Board of Governors 
        under this title shall be transferred to the Board of Governors 
        in a manner consistent with the purposes of this title.

    (c) Contracts Related to Property Transferred.--Each contract, 
agreement, lease, license, permit, and similar arrangement

[[Page 124 STAT. 1536]]

relating to property transferred to the Office of the Comptroller of the 
Currency or the Corporation by this section shall be transferred to the 
Office of the Comptroller of the Currency or the Corporation, as 
appropriate, together with the property to which it relates.
    (d) Preservation of Property.--Property identified for transfer 
under this section shall not be altered, destroyed, or deleted before 
transfer under this section.
SEC. 324. <<NOTE: 12 USC 5434.>> FUNDS TRANSFERRED.

    The funds that, on the day before the transfer date, the Director of 
the Office of Thrift Supervision (in consultation with the Comptroller 
of the Currency, the Chairperson of the Corporation, and the Chairman of 
the Board of Governors) determines are not necessary to dispose of the 
affairs of the Office of Thrift Supervision under section 325 and are 
available to the Office of Thrift Supervision to pay the expenses of the 
Office of Thrift Supervision--
            (1) relating to the functions of the Office of Thrift 
        Supervision transferred under section 312(b)(2)(B), shall be 
        transferred to the Office of the Comptroller of the Currency on 
        the transfer date;
            (2) relating to the functions of the Office of Thrift 
        Supervision transferred under section 312(b)(2)(C), shall be 
        transferred to the Corporation on the transfer date; and
            (3) relating to the functions of the Office of Thrift 
        Supervision transferred under section 312(b)(1)(A), shall be 
        transferred to the Board of Governors on the transfer date.
SEC. 325. <<NOTE: Time periods. 12 USC 5435.>> DISPOSITION OF 
                        AFFAIRS.

    (a) Authority of Director.--During the 90-day period beginning on 
the transfer date, the Director of the Office of Thrift Supervision--
            (1) shall, solely for the purpose of winding up the affairs 
        of the Office of Thrift Supervision relating to any function 
        transferred to the Office of the Comptroller of the Currency, 
        the Corporation, or the Board of Governors under this title--
                    (A) manage the employees of the Office of Thrift 
                Supervision who have not yet been transferred and 
                provide for the payment of the compensation and benefits 
                of the employees that accrue before the date on which 
                the employees are transferred under this title; and
                    (B) manage any property of the Office of Thrift 
                Supervision, until the date on which the property is 
                transferred under section 323; and
            (2) may take any other action necessary to wind up the 
        affairs of the Office of Thrift Supervision.

    (b) Status of Director.--
            (1) In general.--Notwithstanding the transfer of functions 
        under this subtitle, during the 90-day period beginning on the 
        transfer date, the Director of the Office of Thrift Supervision 
        shall retain and may exercise any authority vested in the 
        Director of the Office of Thrift Supervision on the day before 
        the transfer date, only to the extent necessary--
                    (A) to wind up the Office of Thrift Supervision; and
                    (B) to carry out the transfer under this subtitle 
                during such 90-day period.

[[Page 124 STAT. 1537]]

            (2) Other provisions.--For purposes of paragraph (1), the 
        Director of the Office of Thrift Supervision shall, during the 
        90-day period beginning on the transfer date, continue to be--
                    (A) treated as an officer of the United States; and
                    (B) entitled to receive compensation at the same 
                annual rate of basic pay that the Director of the Office 
                of Thrift Supervision received on the day before the 
                transfer date.
SEC. 326. <<NOTE: 12 USC 5436.>> CONTINUATION OF SERVICES.

    Any agency, department, or other instrumentality of the United 
States, and any successor to any such agency, department, or 
instrumentality, that was, before the transfer date, providing support 
services to the Office of Thrift Supervision in connection with 
functions transferred to the Office of the Comptroller of the Currency, 
the Corporation or the Board of Governors under this title, shall--
            (1) continue to provide such services, subject to 
        reimbursement by the Office of the Comptroller of the Currency, 
        the Corporation, or the Board of Governors, until the transfer 
        of functions under this title is complete; and
            (2) consult <<NOTE: Consultation.>> with the Comptroller of 
        the Currency, the Chairperson of the Corporation, or the 
        Chairman of the Board of Governors, as appropriate, to 
        coordinate and facilitate a prompt and orderly transition.
SEC. 327. <<NOTE: 12 USC 5437.>> IMPLEMENTATION PLAN AND REPORTS.

    (a) Plan Submission.--Within 180 days of the enactment of the Dodd-
Frank Wall Street Reform and Consumer Protection Act, the Board of 
Governors, the Corporation, the Office of the Comptroller of the 
Currency, and the Office of Thrift Supervision, shall jointly submit a 
plan to the Committee on Banking, Housing, and Urban Affairs of the 
Senate, the Committee on Financial Services of the House of 
Representatives, and the Inspectors General of the Department of the 
Treasury, the Corporation, and the Board of Governors detailing the 
steps the Board of Governors, the Corporation, the Office of the 
Comptroller of the Currency, and the Office of Thrift Supervision will 
take to implement the provisions of sections 301 through 326, and the 
provisions of the amendments made by such sections.
    (b) Inspectors General Review of the Plan.--Within 60 days of 
receiving the plan required under subsection (a), the Inspectors General 
of the Department of the Treasury, the Corporation, and the Board of 
Governors shall jointly provide a written report to the Board of 
Governors, the Corporation, the Office of the Comptroller of the 
Currency, and the Office of Thrift Supervision and shall submit a copy 
to the Committee on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House of Representatives 
detailing whether the plan conforms with the provisions of sections 301 
through 326, and the provisions of the amendments made by such sections, 
including--
            (1) whether the plan sufficiently takes into consideration 
        the orderly transfer of personnel;
            (2) whether the plan describes procedures and safeguards to 
        ensure that the Office of Thrift Supervision employees are not 
        unfairly disadvantaged relative to employees of the Office of 
        the Comptroller of the Currency and the Corporation;

[[Page 124 STAT. 1538]]

            (3) whether the plan sufficiently takes into consideration 
        the orderly transfer of authority and responsibilities;
            (4) whether the plan sufficiently takes into consideration 
        the effective transfer of funds;
            (5) whether the plan sufficiently takes in consideration the 
        orderly transfer of property; and
            (6) any additional recommendations for an orderly and 
        effective process.

    (c) Implementation Reports.--Not later than 6 months after the date 
on which the Committee on Banking, Housing, and Urban Affairs of the 
Senate and the Committee on Financial Services of the House of 
Representatives receives the report required under subsection (b), and 
every 6 months thereafter until all aspects of the plan have been 
implemented, the Inspectors General of the Department of the Treasury, 
the Corporation, and the Board of Governors shall jointly provide a 
written report on the status of the implementation of the plan to the 
Board of Governors, the Corporation, the Office of the Comptroller of 
the Currency, and the Office of Thrift Supervision and shall submit a 
copy to the Committee on Banking, Housing, and Urban Affairs of the 
Senate and the Committee on Financial Services of the House of 
Representatives.

            Subtitle C--Federal Deposit Insurance Corporation

SEC. 331. DEPOSIT INSURANCE REFORMS.

    (a) Size Distinctions.--Section 7(b)(2) of the Federal Deposit 
Insurance Act (12 U.S.C. 1817(b)(2)) is amended--
            (1) by striking subparagraph (D); and
            (2) by redesignating subparagraph (C) as subparagraph (D).

    (b) Assessment <<NOTE: 12 USC 1817 note.>> Base.--The Corporation 
shall amend the regulations issued by the Corporation under section 
7(b)(2) of the Federal Deposit Insurance Act (12 U.S.C. 1817(b)(2)) to 
define the term ``assessment base'' with respect to an insured 
depository institution for purposes of that section 7(b)(2), as an 
amount equal to--
            (1) the average consolidated total assets of the insured 
        depository institution during the assessment period; minus
            (2) the sum of--
                    (A) the average tangible equity of the insured 
                depository institution during the assessment period; and
                    (B) in the case of an insured depository institution 
                that is a custodial bank (as defined by the Corporation, 
                based on factors including the percentage of total 
                revenues generated by custodial businesses and the level 
                of assets under custody) or a banker's bank (as that 
                term is used in section 5136 of the Revised Statutes (12 
                U.S.C. 24)), an amount that the Corporation determines 
                is necessary to establish assessments consistent with 
                the definition under section 7(b)(1) of the Federal 
                Deposit Insurance Act (12 U.S.C. 1817(b)(1)) for a 
                custodial bank or a banker's bank.

[[Page 124 STAT. 1539]]

SEC. 332. ELIMINATION OF PROCYCLICAL ASSESSMENTS.

    Section 7(e) of the Federal Deposit Insurance Act <<NOTE: 12 USC 
1817.>> is amended--
            (1) in paragraph (2)--
                    (A) by amending subparagraph (B) to read as follows:
                    ``(B) Limitation.--The Board of Directors may, in 
                its sole discretion, suspend or limit the declaration of 
                payment of dividends under subparagraph (A).'';
                    (B) by amending subparagraph (C) to read as follows:
                    ``(C) Notice and <<NOTE: Regulations.>> opportunity 
                for comment.--The Corporation shall prescribe, by 
                regulation, after notice and opportunity for comment, 
                the method for the declaration, calculation, 
                distribution, and payment of dividends under this 
                paragraph''; and
                    (C) by striking subparagraphs (D) through (G); and
            (2) in paragraph (4)(A) by striking ``paragraphs (2)(D) 
        and'' and inserting ``paragraphs (2) and''.
SEC. 333. ENHANCED ACCESS TO INFORMATION FOR DEPOSIT INSURANCE 
                        PURPOSES.

    (a) Section 7(a)(2)(B) of the Federal Deposit Insurance Act is 
amended by striking ``agreement'' and inserting ``consultation''.
    (b) Section 7(b)(1)(E) of the Federal Deposit Insurance Act is 
amended--
            (1) in clause (i), by striking ``such as'' and inserting 
        ``including''; and
            (2) in clause (iii), by striking ``Corporation'' and 
        inserting ``Corporation, except as provided in section 
        7(a)(2)(B)''.
SEC. 334. TRANSITION RESERVE RATIO REQUIREMENTS TO REFLECT NEW 
                        ASSESSMENT BASE.

    (a) Section 7(b)(3)(B) of the Federal Deposit Insurance Act is 
amended to read as follows:
                    ``(B) Minimum reserve ratio.--The reserve ratio 
                designated by the Board of Directors for any year may 
                not be less than 1.35 percent of estimated insured 
                deposits, or the comparable percentage of the assessment 
                base set forth in paragraph (2)(C).''.

    (b) Section 3(y)(3) of the <<NOTE: 12 USC 1813.>> Federal Deposit 
Insurance Act is amended by inserting ``, or such comparable percentage 
of the assessment base set forth in section 7(b)(2)(C)'' before the 
period.

    (c) For a <<NOTE: Time period. Public information. 12 USC 1817 
note.>> period of not less than 5 years after the date of the enactment 
of this title, the Federal Deposit Insurance Corporation shall make 
available to the public the reserve ratio and the designated reserve 
ratio using both estimated insured deposits and the assessment base 
under section 7(b)(2)(C) of the Federal Deposit Insurance Act.

    (d) Reserve Ratio.--Notwithstanding the timing requirements of 
section 7(b)(3)(E)(ii) of the Federal Deposit Insurance Act, the 
Corporation shall take such steps as may be necessary for the reserve 
ratio of the Deposit Insurance Fund to reach 1.35 percent of estimated 
insured deposits by September 30, 2020.
    (e) Offset.--In setting the assessments necessary to meet the 
requirements of subsection (d), the Corporation shall offset the effect 
of subsection (d) on insured depository institutions with total 
consolidated assets of less than $10,000,000,000.

[[Page 124 STAT. 1540]]

SEC. 335. PERMANENT INCREASE IN DEPOSIT AND SHARE INSURANCE.

    (a) Permanent Increase in Deposit Insurance.--Section 11(a)(1)(E) of 
the Federal Deposit Insurance Act (12 U.S.C. 1821(a)(1)(E)) is amended--
            (1) by striking ``$100,000'' and inserting ``$250,000''; and
            (2) by adding at the end the following new sentences: 
        ``Notwithstanding any other provision of law, the increase in 
        the standard maximum deposit insurance amount to $250,000 shall 
        apply to depositors in any institution for which the Corporation 
        was appointed as receiver or conservator on or after January 1, 
        2008, and before October 3, 2008. The Corporation shall take 
        such actions as are necessary to carry out the requirements of 
        this section with respect to such depositors, without regard to 
        any time limitations under this Act. In implementing this and 
        the preceding 2 sentences, any payment on a deposit claim made 
        by the Corporation as receiver or conservator to a depositor 
        above the standard maximum deposit insurance amount in effect at 
        the time of the appointment of the Corporation as receiver or 
        conservator shall be deemed to be part of the net amount due to 
        the depositor under subparagraph (B).''

    (b) Permanent Increase in Share Insurance.--Section 207(k)(5) of the 
Federal Credit Union Act (12 U.S.C. 1787(k)(5)) is amended by striking 
``$100,000'' and inserting ``$250,000''.
SEC. 336. MANAGEMENT OF THE FEDERAL DEPOSIT INSURANCE CORPORATION.

    (a) In General.--Section 2 of the Federal Deposit Insurance Act (12 
U.S.C. 1812) is amended--
            (1) in subsection (a)(1)(B), by striking ``Director of the 
        Office of Thrift Supervision'' and inserting ``Director of the 
        Consumer Financial Protection Bureau'';
            (2) by amending subsection (d)(2) to read as follows:
            ``(2) Acting officials may serve.--In the event of a vacancy 
        in the office of the Comptroller of the Currency or the office 
        of Director of the Consumer Financial Protection Bureau and 
        pending the appointment of a successor, or during the absence or 
        disability of the Comptroller of the Currency or the Director of 
        the Consumer Financial Protection Bureau, the acting Comptroller 
        of the Currency or the acting Director of the Consumer Financial 
        Protection Bureau, as the case may be, shall be a member of the 
        Board of Directors in the place of the Comptroller or 
        Director.''; and
            (3) in subsection (f)(2), by striking ``Office of Thrift 
        Supervision'' and inserting ``Consumer Financial Protection 
        Bureau''.

    (b) Effective <<NOTE: 12 USC 1812 note.>> Date.--This section, and 
the amendments made by this section, shall take effect on the transfer 
date.

                        Subtitle D--Other Matters

SEC. <<NOTE: 12 USC 5451.>> 341. BRANCHING.

    Notwithstanding the Federal Deposit Insurance Act (12 U.S.C. 1811 et 
seq.), the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.), or 
any other provision of Federal or State law, a savings association that 
becomes a bank may--

[[Page 124 STAT. 1541]]

            (1) continue to operate any branch or agency that the 
        savings association operated immediately before the savings 
        association became a bank; and
            (2) establish, acquire, and operate additional branches and 
        agencies at any location within any State in which the savings 
        association operated a branch immediately before the savings 
        association became a bank, if the law of the State in which the 
        branch is located, or is to be located, would permit 
        establishment of the branch if the bank were a State bank 
        chartered by such State.
SEC. 342. <<NOTE: 12 USC 5452.>> OFFICE OF MINORITY AND WOMEN 
                        INCLUSION.

    (a) Office of Minority and Women Inclusion.--
            (1) <<NOTE: Deadlines.>>  Establishment.--
                    (A) In general.--Except as provided in subparagraph 
                (B), not later than 6 months after the date of enactment 
                of this Act, each agency shall establish an Office of 
                Minority and Women Inclusion that shall be responsible 
                for all matters of the agency relating to diversity in 
                management, employment, and business activities.
                    (B) Bureau.--The Bureau shall establish an Office of 
                Minority and Women Inclusion not later than 6 months 
                after the designated transfer date established under 
                section 1062.
            (2) Transfer of responsibilities.--Each agency that, on the 
        day before the date of enactment of this Act, assigned the 
        responsibilities described in paragraph (1) (or comparable 
        responsibilities) to another office of the agency shall ensure 
        that such responsibilities are transferred to the Office.
            (3) Duties with respect to civil rights laws.--The 
        responsibilities described in paragraph (1) do not include 
        enforcement of statutes, regulations, or executive orders 
        pertaining to civil rights, except each Director shall 
        coordinate with the agency administrator, or the designee of the 
        agency administrator, regarding the design and implementation of 
        any remedies resulting from violations of such statutes, 
        regulations, or executive orders.

    (b) Director.--
            (1) In general.--The Director of each Office shall be 
        appointed by, and shall report to, the agency administrator. The 
        position of Director shall be a career reserved position in the 
        Senior Executive Service, as that position is defined in section 
        3132 of title 5, United States Code, or an equivalent 
        designation.
            (2) Duties.--Each <<NOTE: Standards.>> Director shall 
        develop standards for--
                    (A) equal employment opportunity and the racial, 
                ethnic, and gender diversity of the workforce and senior 
                management of the agency;
                    (B) increased participation of minority-owned and 
                women-owned businesses in the programs and contracts of 
                the agency, including standards for coordinating 
                technical assistance to such businesses; and
                    (C) assessing the diversity policies and practices 
                of entities regulated by the agency.
            (3) Other duties.--Each Director shall advise the agency 
        administrator on the impact of the policies and regulations of 
        the agency on minority-owned and women-owned businesses.

[[Page 124 STAT. 1542]]

            (4) Rule of construction.--Nothing in paragraph (2)(C) may 
        be construed to mandate any requirement on or otherwise affect 
        the lending policies and practices of any regulated entity, or 
        to require any specific action based on the findings of the 
        assessment.

    (c) Inclusion in All Levels of Business Activities.--
            (1) In general.--
        The <<NOTE: Standards. Procedures.>> Director of each Office 
        shall develop and implement standards and procedures to ensure, 
        to the maximum extent possible, the fair inclusion and 
        utilization of minorities, women, and minority-owned and women-
        owned businesses in all business and activities of the agency at 
        all levels, including in procurement, insurance, and all types 
        of contracts.
            (2) Contracts.--The procedures established by each agency 
        for review and evaluation of contract proposals and for hiring 
        service providers shall include, to the extent consistent with 
        applicable law, a component that gives consideration to the 
        diversity of the applicant. Such procedure shall include a 
        written statement, in a form and with such content as the 
        Director shall prescribe, that a contractor shall ensure, to the 
        maximum extent possible, the fair inclusion of women and 
        minorities in the workforce of the contractor and, as 
        applicable, subcontractors.
            (3) Termination.--
                    (A) Determination.--The standards and procedures 
                developed and implemented under this subsection shall 
                include a procedure for the Director to make a 
                determination whether an agency contractor, and, as 
                applicable, a subcontractor has failed to make a good 
                faith effort to include minorities and women in their 
                workforce.
                    (B) Effect of determination.--
                          (i) Recommendation to agency administrator.--
                      Upon a determination described in subparagraph 
                      (A), the Director shall make a recommendation to 
                      the agency administrator that the contract be 
                      terminated.
                          (ii) Action by agency administrator.--Upon 
                      receipt of a recommendation under clause (i), the 
                      agency administrator may--
                                    (I) terminate the contract;
                                    (II) make a referral to the Office 
                                of Federal Contract Compliance Programs 
                                of the Department of Labor; or
                                    (III) take other appropriate action.

    (d) Applicability.--This section shall apply to all contracts of an 
agency for services of any kind, including the services of financial 
institutions, investment banking firms, mortgage banking firms, asset 
management firms, brokers, dealers, financial services entities, 
underwriters, accountants, investment consultants, and providers of 
legal services. The contracts referred to in this subsection include all 
contracts for all business and activities of an agency, at all levels, 
including contracts for the issuance or guarantee of any debt, equity, 
or security, the sale of assets, the management of the assets of the 
agency, the making of equity investments by the agency, and the 
implementation by the agency of programs to address economic recovery.

[[Page 124 STAT. 1543]]

    (e) Reports.--Each Office shall submit to Congress an annual report 
regarding the actions taken by the agency and the Office pursuant to 
this section, which shall include--
            (1) a statement of the total amounts paid by the agency to 
        contractors since the previous report;
            (2) the percentage of the amounts described in paragraph (1) 
        that were paid to contractors described in subsection (c)(1);
            (3) the successes achieved and challenges faced by the 
        agency in operating minority and women outreach programs;
            (4) the challenges the agency may face in hiring qualified 
        minority and women employees and contracting with qualified 
        minority-owned and women-owned businesses; and
            (5) any other information, findings, conclusions, and 
        recommendations for legislative or agency action, as the 
        Director determines appropriate.

    (f) Diversity in Agency Workforce.--Each agency shall take 
affirmative steps to seek diversity in the workforce of the agency at 
all levels of the agency in a manner consistent with applicable law. 
Such steps shall include--
            (1) recruiting at historically black colleges and 
        universities, Hispanic-serving institutions, women's colleges, 
        and colleges that typically serve majority minority populations;
            (2) sponsoring and recruiting at job fairs in urban 
        communities;
            (3) placing employment advertisements in newspapers and 
        magazines oriented toward minorities and women;
            (4) partnering with organizations that are focused on 
        developing opportunities for minorities and women to place 
        talented young minorities and women in industry internships, 
        summer employment, and full-time positions;
            (5) where feasible, partnering with inner-city high schools, 
        girls' high schools, and high schools with majority minority 
        populations to establish or enhance financial literacy programs 
        and provide mentoring; and
            (6) any other mass media communications that the Office 
        determines necessary.

    (g) Definitions.--For <<NOTE: Applicability.>> purposes of this 
section, the following definitions shall apply:
            (1) Agency.--The term ``agency'' means--
                    (A) the Departmental Offices of the Department of 
                the Treasury;
                    (B) the Corporation;
                    (C) the Federal Housing Finance Agency;
                    (D) each of the Federal reserve banks;
                    (E) the Board;
                    (F) the National Credit Union Administration;
                    (G) the Office of the Comptroller of the Currency;
                    (H) the Commission; and
                    (I) the Bureau.
            (2) Agency administrator.--The term ``agency administrator'' 
        means the head of an agency.
            (3) Minority.--The term ``minority'' has the same meaning as 
        in section 1204(c) of the Financial Institutions Reform, 
        Recovery, and Enforcement Act of 1989 (12 U.S.C. 1811 note).
            (4) Minority-owned business.--The term ``minority-owned 
        business'' has the same meaning as in section 21A(r)(4)(A)

[[Page 124 STAT. 1544]]

        of the Federal Home Loan Bank Act (12 U.S.C. 1441a(r)(4)(A)), as 
        in effect on the day before the transfer date.
            (5) Office.--The term ``Office'' means the Office of 
        Minority and Women Inclusion established by an agency under 
        subsection (a).
            (6) Women-owned business.--The term ``women-owned business'' 
        has the meaning given the term ``women's business'' in section 
        21A(r)(4)(B) of the Federal Home Loan Bank Act (12 U.S.C. 
        1441a(r)(4)(B)), as in effect on the day before the transfer 
        date.
SEC. 343. INSURANCE OF TRANSACTION ACCOUNTS.

    (a) Banks and Savings Associations.--
            (1) Amendments.--Section 11(a)(1) of the Federal Deposit 
        Insurance Act (12 U.S.C. 1821(a)(1)) is amended--
                    (A) in subparagraph (B)--
                          (i) by striking ``The net amount'' and 
                      inserting the following:
                          ``(i) In general.--Subject to clause (ii), the 
                      net amount''; and
                          (ii) by adding at the end the following new 
                      clauses:
                          ``(ii) Insurance for noninterest-bearing 
                      transaction accounts.--Notwithstanding clause (i), 
                      the Corporation shall fully insure the net amount 
                      that any depositor at an insured depository 
                      institution maintains in a noninterest-bearing 
                      transaction account. Such amount shall not be 
                      taken into account when computing the net amount 
                      due to such depositor under clause (i).
                          ``(iii) Noninterest-bearing transaction 
                      account defined.--For purposes of this 
                      subparagraph, the term `noninterest-bearing 
                      transaction account' means a deposit or account 
                      maintained at an insured depository institution--
                                    ``(I) with respect to which interest 
                                is neither accrued nor paid;
                                    ``(II) on which the depositor or 
                                account holder is permitted to make 
                                withdrawals by negotiable or 
                                transferable instrument, payment orders 
                                of withdrawal, telephone or other 
                                electronic media transfers, or other 
                                similar items for the purpose of making 
                                payments or transfers to third parties 
                                or others; and
                                    ``(III) on which the insured 
                                depository institution does not reserve 
                                the right to require advance notice of 
                                an intended withdrawal.''; and
                    (B) in subparagraph (C), by striking ``subparagraph 
                (B)'' and inserting ``subparagraph (B)(i)''.
            (2) Effective date.--The <<NOTE: 12 USC 1821 
        note.>> amendments made by paragraph (1) shall take effect on 
        December 31, 2010.
            (3) Prospective <<NOTE: Effective date. 12 USC 1821 
        note.>> repeal.--Effective January 1, 2013, section 11(a)(1) of 
        the Federal Deposit Insurance Act (12 U.S.C. 1821(a)(1)), as 
        amended by paragraph (1), is amended--
                    (A) in subparagraph (B)--
                          (i) by striking ``deposit.--'' and all that 
                      follows through ``clause (ii), the net amount'' 
                      and insert ``deposit.--The net amount''; and

[[Page 124 STAT. 1545]]

                          (ii) by striking clauses (ii) and (iii); and
                    (B) in subparagraph (C), by striking ``subparagraph 
                (B)(i)'' and inserting ``subparagraph (B)''.

    (b) Credit Unions.--
            (1) Amendments.--Section 207(k)(1) of the Federal Credit 
        Union Act (12 U.S.C. 1787(k)(1)) is amended--
                    (A) in subparagraph (A)--
                          (i) by striking ``Subject to the provisions of 
                      paragraph (2), the net amount'' and inserting the 
                      following:
                          ``(i) Net amount of insurance payable.--
                      Subject to clause (ii) and the provisions of 
                      paragraph (2), the net amount''; and
                          (ii) by adding at the end the following new 
                      clauses:
                          ``(ii) Insurance for noninterest-bearing 
                      transaction accounts.--Notwithstanding clause (i), 
                      the Board shall fully insure the net amount that 
                      any member or depositor at an insured credit union 
                      maintains in a noninterest-bearing transaction 
                      account. Such amount shall not be taken into 
                      account when computing the net amount due to such 
                      member or depositor under clause (i).
                          ``(iii) Noninterest-bearing transaction 
                      account defined.--For purposes of this 
                      subparagraph, the term `noninterest-bearing 
                      transaction account' means an account or deposit 
                      maintained at an insured credit union--
                                    ``(I) with respect to which interest 
                                is neither accrued nor paid;
                                    ``(II) on which the account holder 
                                or depositor is permitted to make 
                                withdrawals by negotiable or 
                                transferable instrument, payment orders 
                                of withdrawal, telephone or other 
                                electronic media transfers, or other 
                                similar items for the purpose of making 
                                payments or transfers to third parties 
                                or others; and
                                    ``(III) on which the insured credit 
                                union does not reserve the right to 
                                require advance notice of an intended 
                                withdrawal.''; and
                    (B) in subparagraph (B), by striking ``subparagraph 
                (A)'' and inserting ``subparagraph (A)(i)''.
            (2) Effective <<NOTE: 12 USC 1787 note.>> date.--The 
        amendments made by paragraph (1) shall take effect upon the date 
        of the enactment of this Act
            (3) Prospective <<NOTE: Effective date. 12 USC 1787 
        note.>> repeal.--Effective January 1, 2013, section 207(k)(1) of 
        the Federal Credit Union Act (12 U.S.C. 1787(k)(1)), as amended 
        by paragraph (1), is amended--
                    (A) in subparagraph (A)--
                          (i) by striking ``(i) net amount of insurance 
                      payable.--'' and all that follows through 
                      ``paragraph (2), the net amount'' and inserting 
                      ``Subject to the provisions of paragraph (2), the 
                      net amount''; and
                          (ii) by striking clauses (ii) and (iii); and
                    (B) in subparagraph (B), by striking ``subparagraph 
                (A)(i)'' and inserting ``subparagraph (A)''.

[[Page 124 STAT. 1546]]

             Subtitle E--Technical and Conforming Amendments

SEC. 351. <<NOTE: 12 USC 906 note.>> EFFECTIVE DATE.

    Except as provided in section 364(a), the amendments made by this 
subtitle shall take effect on the transfer date.
SEC. 352. BALANCED BUDGET AND EMERGENCY DEFICIT CONTROL ACT OF 
                        1985.

    Section 256(h) of the Balanced Budget and Emergency Deficit Control 
Act of 1985 (2 U.S.C. 906(h)) is amended--
            (1) in paragraph (4), by striking subparagraphs (C) and (G); 
        and
            (2) by redesignating subparagraphs (D), (E), (F), and (H) as 
        subparagraphs (C), (D), (E), and (F), respectively.
SEC. 353. BANK ENTERPRISE ACT OF 1991.

    Section 232(a) of the Bank Enterprise Act of 1991 (12 U.S.C. 
1834(a)) is amended--
            (1) in the subsection heading, by striking ``by Federal 
        Reserve Board'';
            (2) in paragraph (1)--
                    (A) by striking ``The Board of Governors of the 
                Federal Reserve System,'' and inserting ``The 
                Comptroller of the Currency''; and
                    (B) by striking ``section 7(b)(2)(H)'' and inserting 
                ``section 7(b)(2)(E)'';
            (3) in paragraph (2)(A), by striking ``Board'' and inserting 
        ``Comptroller''; and
            (4) in paragraph (3)--
                    (A) by redesignating subparagraphs (A) through (C) 
                as subparagraphs (B) through (D), respectively; and
                    (B) by inserting before subparagraph (B) the 
                following:
                    ``(A) Comptroller.--The <<NOTE: Definition.>> term 
                `Comptroller' means the Comptroller of the Currency.''.
SEC. 354. BANK HOLDING COMPANY ACT OF 1956.

    The Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) is 
amended--
            (1) in section 2(j)(3) (12 U.S.C. 1841(j)(3)), strike 
        ``Director of the Office of Thrift Supervision'' and inserting 
        ``appropriate Federal banking agency'';
            (2) in section 4 (12 U.S.C. 1843)--
                    (A) in subsection (i)--
                          (i) in paragraph (4)--
                                    (I) in subparagraph (A)--
                                            (aa) in the subparagraph 
                                        heading, by striking ``to 
                                        director''; and
                                            (bb) by striking ``Board'' 
                                        and all that follows through the 
                                        end of the subparagraph and 
                                        inserting ``Board shall solicit 
                                        comments and recommendations 
                                        from--
                          ``(i) the Comptroller of the Currency, with 
                      respect to the acquisition of a Federal savings 
                      association; and

[[Page 124 STAT. 1547]]

                          ``(ii) the Federal Deposit Insurance 
                      Corporation, with respect to the acquisition of a 
                      State savings association.''.
                                    (II) in subparagraph (B), by 
                                striking ``Director'' each place that 
                                term appears and inserting ``Comptroller 
                                of the Currency or the Federal Deposit 
                                Insurance Corporation, as applicable,'';
                          (ii) in paragraph (5)--
                                    (I) in subparagraph (B), by striking 
                                ``Director with'' and inserting 
                                ``Comptroller of the Currency or the 
                                Federal Deposit Insurance Corporation, 
                                as applicable, with''; and
                                    (II) by striking ``Director'' each 
                                place that term appears and inserting 
                                ``Comptroller of the Currency or the 
                                Federal Deposit Insurance Corporation'';
                          (iii) in paragraph (6), by striking 
                      ``Director'' and inserting ``Comptroller of the 
                      Currency or the Federal Deposit Insurance 
                      Corporation, as applicable,''; and
                          (iv) by striking paragraph (7); and
            (3) in section 5(f) (12 U.S.C. 1844(f))--
                    (A) by striking ``subpena'' each place that term 
                appears and inserting ``subpoena'';
                    (B) by striking ``subpenas'' each place that term 
                appears and inserting ``subpoenas''; and
                    (C) by striking ``subpenaed'' and inserting 
                ``subpoenaed''.
SEC. 355. BANK HOLDING COMPANY ACT AMENDMENTS OF 1970.

    Section 106(b)(1) of the Bank Holding Company Act Amendments of 1970 
(12 U.S.C. 1972(1)) is amended in the undesignated matter following 
subparagraph (E) by inserting ``issue such regulations as are necessary 
to carry out this section, and, in consultation with the Comptroller of 
the Currency and the Federal Deposit Insurance Company, may'' after 
``The Board may''.
SEC. 356. BANK PROTECTION ACT OF 1968.

    The Bank Protection Act of 1968 (12 U.S.C. 1881 et seq.) is 
amended--
            (1) in section 2 (12 U.S.C. 1881), by striking ``the term'' 
        and all that follows through the end of the section and 
        inserting ``the <<NOTE: Definition.>> term `Federal supervisory 
        agency' means the appropriate Federal banking agency, as defined 
        in section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. 
        1813(q)).'';
            (2) in section 3 (12 U.S.C. 1882), by striking ``and loan'' 
        each place that term appears; and
            (3) in section 5 (12 U.S.C. 1884), by striking ``and loan''.
SEC. 357. BANK SERVICE COMPANY ACT.

    The Bank Service Company Act (12 U.S.C. 1861 et seq.) is amended--
            (1) in section 1(b)(4) (12 U.S.C. 1861(b)(4))--
                    (A) by inserting after ``an insured bank,'' the 
                following: ``a savings association,'';
                    (B) by striking ``Director of the Office of Thrift 
                Supervision'' and inserting ``appropriate Federal 
                banking agency''; and

[[Page 124 STAT. 1548]]

                    (C) by striking ``, the Federal Savings and Loan 
                Insurance Corporation,'';
            (2) in section 1(b)(5), by striking ``term `insured 
        depository institution' has the same meaning as in section 
        3(c)'' and inserting ``terms `depository institution' and 
        `savings association' have the same meanings as in section 3''; 
        and
            (3) in section 7(c)(2) (12 U.S.C. 1867(c)(2)), by inserting 
        ``each'' after ``notify''.
SEC. 358. COMMUNITY REINVESTMENT ACT OF 1977.

    The Community Reinvestment Act of 1977 (12 U.S.C. 2901 et seq.) is 
amended--
            (1) in section 803 (12 U.S.C. 2902)--
                    (A) in paragraph (1)--
                          (i) in subparagraph (A), by inserting ``and 
                      Federal savings associations (the deposits of 
                      which are insured by the Federal Deposit Insurance 
                      Corporation)'' after ``banks'';
                          (ii) in subparagraph (B), by striking ``and 
                      bank holding companies'' and inserting ``, bank 
                      holding companies, and savings and loan holding 
                      companies''; and
                          (iii) in subparagraph (C), by striking ``; 
                      and'' and inserting ``, and State savings 
                      associations (the deposits of which are insured by 
                      the Federal Deposit Insurance Corporation).''; and
                    (B) by striking paragraph (2) (relating to the 
                Office of Thrift Supervision), as added by section 
                744(q) of the Financial Institutions Reform, Recovery, 
                and Enforcement Act of 1989 (Public Law 101-73; 103 
                Stat. 440); and
            (2) in <<NOTE: Regulations. Applicability.>> section 806 (12 
        U.S.C. 2905), by inserting ``, except that the Comptroller of 
        the Currency shall prescribe regulations applicable to savings 
        associations and the Board of Governors shall prescribe 
        regulations applicable to insured State member banks, bank 
        holding companies and savings and loan holding companies,'' 
        after ``supervisory agency''.
SEC. 359. CRIME CONTROL ACT OF 1990.

    The Crime Control Act of 1990 is amended--
            (1) in section 2539(c)(2) (28 U.S.C. 509 note)--
                    (A) by striking subparagraphs (C) and (D); and
                    (B) by redesignating subparagraphs (E) through (H) 
                as subparagraphs (C) through (G), respectively; and
            (2) in section 2554(b)(2) (Public Law 101-647; 104 Stat. 
        4890)--
                    (A) in subparagraph (A), by striking ``, the 
                Director of the Office of Thrift Supervision,'' and 
                inserting ``the Comptroller of the Currency''; and
                    (B) in subparagraph (B), by striking ``, the 
                Director'' and all that follows through ``Trust 
                Corporation'' and inserting ``or the Federal Deposit 
                Insurance Corporation''.
SEC. 360. DEPOSITORY INSTITUTION MANAGEMENT INTERLOCKS ACT.

    The Depository Institution Management Interlocks Act (12 U.S.C. 3201 
et seq.) is amended--
            (1) in section 207 (12 U.S.C. 3206)--
                    (A) in paragraph (1), by inserting before the comma 
                at the end the following: ``and Federal savings 
                associations

[[Page 124 STAT. 1549]]

                (the deposits of which are insured by the Federal 
                Deposit Insurance Corporation)'';
                    (B) in paragraph (2), by striking ``, and bank 
                holding companies'' and inserting ``, bank holding 
                companies, and savings and loan holding companies'';
                    (C) in paragraph (3), by striking ``Corporation,'' 
                and inserting ``Corporation and State savings 
                associations (the deposits of which are insured by the 
                Federal Deposit Insurance Corporation),'';
                    (D) by striking paragraph (4);
                    (E) by redesignating paragraphs (5) and (6) as 
                paragraphs (4) and (5), respectively; and
                    (F) in paragraph (5), as so redesignated, by 
                striking ``through (5)'' and inserting ``through (4)'';
            (2) in section 209 (12 U.S.C. 3207)--
                    (A) in paragraph (1), by inserting before the comma 
                at the end the following: ``and Federal savings 
                associations (the deposits of which are insured by the 
                Federal Deposit Insurance Corporation)'';
                    (B) in paragraph (2), by striking ``, and bank 
                holding companies'' and inserting ``, bank holding 
                companies, and savings and loan holding companies'';
                    (C) in paragraph (3), by striking ``Corporation,'' 
                and inserting ``Corporation and State savings 
                associations (the deposits of which are insured by the 
                Federal Deposit Insurance Corporation),'';
                    (D) by striking paragraph (4); and
                    (E) by redesignating paragraph (5) as paragraph (4); 
                and
            (3) in section 210(a) (12 U.S.C. 3208(a))--
                    (A) by striking ``his'' and inserting ``the''; and
                    (B) by inserting ``of the Attorney General'' after 
                ``enforcement functions''.
SEC. 361. EMERGENCY HOMEOWNERS' RELIEF ACT.

    Section 110 of the Emergency Homeowners' Relief Act (12 U.S.C. 2709) 
is amended in the second sentence, by striking ``Home Loan Bank Board, 
the Federal Savings and Loan Insurance Corporation'' and inserting 
``Housing Finance Agency''.
SEC. 362. FEDERAL CREDIT UNION ACT.

    The Federal Credit Union Act (12 U.S.C. 1751 et seq.) is amended--
            (1) in section 107(8) (12 U.S.C. 1757(8)), by striking ``or 
        the Federal Savings and Loan Insurance Corporation'';
            (2) in section 205 (12 U.S.C. 1785)--
                    (A) in subsection (b)(2)(G)(i), by striking ``the 
                Office of Thrift Supervision and''; and
                    (B) in subsection (i)(1), by striking ``or the 
                Federal Savings and Loan Insurance Corporation''; and
            (3) in section 206(g)(7) (12 U.S.C. 1786(g)(7))--
                    (A) in subparagraph (A)--
                          (i) in clause (ii), by striking ``(b)(8)'' and 
                      inserting ``(b)(9)'';
                          (ii) in clause (v)--
                                    (I) by striking ``depository'' and 
                                inserting ``financial''; and
                                    (II) by adding ``and'' at the end;

[[Page 124 STAT. 1550]]

                          (iii) in clause (vi)--
                                    (I) by striking ``Board'' and 
                                inserting ``Agency''; and
                                    (II) by striking ``; and'' and 
                                inserting a period; and
                          (iv) by striking clause (vii); and
                    (B) in subparagraph (D)--
                          (i) in clause (iii), by adding ``and'' at the 
                      end;
                          (ii) in clause (iv)--
                                    (I) by striking ``Board'' and 
                                inserting ``Agency''; and
                                    (II) by striking ``and'' at the end; 
                                and
                          (iii) by striking clause (v).
SEC. 363. FEDERAL DEPOSIT INSURANCE ACT.

    The Federal Deposit Insurance Act (12 U.S.C. 1811 et seq.) is 
amended--
            (1) in section 3 (12 U.S.C. 1813)--
                    (A) in subsection (b)(1)(C), by striking ``Director 
                of the Office of Thrift Supervision'' and inserting 
                ``Comptroller of the Currency'';
                    (B) in subsection (l)(5), in the matter preceding 
                subparagraph (A), by striking ``Director of the Office 
                of Thrift Supervision,''; and
                    (C) in subsection (z), by striking ``the Director of 
                the Office of Thrift Supervision,'';
            (2) in section 7 (12 U.S.C. 1817)--
                    (A) in subsection (a)--
                          (i) in paragraph (2)--
                                    (I) in subparagraph (A)--
                                            (aa) in the first sentence, 
                                        by striking ``the Director of 
                                        the Office of Thrift 
                                        Supervision,'';
                                            (bb) in the second 
                                        sentence--
                                                (AA) by striking ``the 
                                            Director of the Office of 
                                            Thrift Supervision,'' and 
                                            inserting ``to''; and
                                                (BB) by inserting ``to'' 
                                            before ``any Federal home''; 
                                            and
                                            (cc) by striking ``Finance 
                                        Board'' each place that term 
                                        appears and inserting ``Finance 
                                        Agency''; and
                                    (II) in subparagraph (B), by 
                                striking ``the Comptroller of the 
                                Currency, the Board of Governors of the 
                                Federal Reserve System, and the Director 
                                of the Office of Thrift Supervision,'' 
                                and inserting ``the Comptroller of the 
                                Currency and the Board of Governors of 
                                the Federal Reserve System,'';
                          (ii) in paragraph (3), in the first sentence, 
                      by striking ``Comptroller of the Currency, the 
                      Chairman of the Board of Governors of the Federal 
                      Reserve System, and the Director of the Office of 
                      Thrift Supervision.'' and inserting ``Comptroller 
                      of the Currency, and the Chairman of the Board of 
                      Governors of the Federal Reserve System.'';
                          (iii) in paragraph (6), by striking ``section 
                      232(a)(3)(C)'' and inserting ``section 
                      232(a)(3)(D)''; and

[[Page 124 STAT. 1551]]

                          (iv) in paragraph (7), by striking ``, the 
                      Director of the Office of Thrift Supervision,''; 
                      and
                    (B) in subsection (n)--
                          (i) in the heading, by striking ``Director of 
                      the Office of Thrift Supervision'' and inserting 
                      ``Comptroller of the Currency'';
                          (ii) in the first sentence--
                                    (I) by striking ``the Director of 
                                the Office of Thrift Supervision'' and 
                                inserting ``the Comptroller of the 
                                Currency''; and
                                    (II) by inserting ``Federal'' before 
                                ``savings associations'';
                          (iii) in the third sentence, by striking ``, 
                      the Financing Corporation, and the Resolution 
                      Funding Corporation''; and
                          (iv) by striking ``the Director'' each place 
                      that term appears and inserting ``the 
                      Comptroller'';
            (3) in section 8 (12 U.S.C. 1818)--
                    (A) in subsection (a)(8)(B)(ii), in the last 
                sentence, by striking ``Director of the Office of Thrift 
                Supervision'' each place that term appears and inserting 
                ``Comptroller of the Currency'';
                    (B) in subsection (b)(3)--
                          (i) by inserting ``any savings and loan 
                      holding company and any subsidiary (other than a 
                      depository institution) of a savings and loan 
                      holding company (as such terms are defined in 
                      section 10 of Home Owners' Loan Act)), any 
                      noninsured State member bank'' after ``Bank 
                      Holding Company Act of 1956,''; and
                          (ii) by inserting ``or against a savings and 
                      loan holding company or any subsidiary thereof 
                      (other than a depository institution or a 
                      subsidiary of such depository institution)'' 
                      before the period at the end;
                    (C) by striking paragraph (9) of subsection (b) and 
                inserting the following new paragraph:
            ``(9) [Repealed]''.
                    (D) in subsection (e)(7)--
                          (i) in subparagraph (A)--
                                    (I) in clause (v), by inserting 
                                ``and'' after the semicolon;
                                    (II) in clause (vi)--
                                            (aa) by striking ``Board'' 
                                        and inserting ``Agency''; and
                                            (bb) by striking ``; and'' 
                                        and inserting a period; and
                                    (III) by striking clause (vii); and
                          (ii) in subparagraph (D)--
                                    (I) in clause (iii), by inserting 
                                ``and'' after the semicolon;
                                    (II) in clause (iv)--
                                            (aa) by striking ``Board'' 
                                        and inserting ``Agency''; and
                                            (bb) by striking ``; and'' 
                                        and inserting a period; and
                                    (III) by striking clause (v);
                    (E) in subsection (j)--

[[Page 124 STAT. 1552]]

                          (i) in paragraph (2), by striking ``, or as a 
                      savings association under subsection (b)(9) of 
                      this section'';
                          (ii) in paragraph (3), by inserting ``or'' 
                      after the semicolon;
                          (iii) in paragraph (4), by striking ``; or'' 
                      and inserting a comma; and
                          (iv) by striking paragraph (5);
                    (F) in subsection (o), by striking ``Director of the 
                Office of Thrift Supervision'' and inserting 
                ``Comptroller of the Currency''; and
                    (G) in subsection (w)(3)(A), by striking ``and the 
                Office of Thrift Supervision'';
            (4) in section 10 (12 U.S.C. 1820)--
                    (A) in subsection (d)(5), by striking ``or the 
                Resolution Trust Corporation'' each place that term 
                appears; and
                    (B) in subsection (k)(5)(B)--
                          (i) in clause (ii), by inserting ``and'' after 
                      the semicolon;
                          (ii) in clause (iii), by striking ``; and'' 
                      and inserting a period; and
                          (iii) by striking clause (iv);
            (5) in section 11 (12 U.S.C. 1821)--
                    (A) in subsection (c)--
                          (i) in paragraph (2)(A)(ii), by striking 
                      ``(other than section 21A of the Federal Home Loan 
                      Bank Act)'';
                          (ii) in paragraph (4), by striking ``Except as 
                      otherwise provided in section 21A of the Federal 
                      Home Loan Bank Act and notwithstanding'' and 
                      inserting ``Notwithstanding'';
                          (iii) in paragraph (6)--
                                    (I) in the heading, by striking 
                                ``Director of the office of thrift 
                                supervision'' and inserting 
                                ``Comptroller of the currency'';
                                    (II) in subparagraph (A)--
                                            (aa) by striking ``or the 
                                        Resolution Trust Corporation''; 
                                        and
                                            (bb) by striking ``Director 
                                        of the Office of Thrift 
                                        Supervision'' and inserting 
                                        ``Comptroller of the Currency''; 
                                        and
                                    (III) by amending subparagraph (B) 
                                to read as follows:
                    ``(B) Receiver.--The Corporation may, at the 
                discretion of the Comptroller of the Currency, be 
                appointed receiver and the Corporation may accept any 
                such appointment.'';
                          (iv) in paragraph (12)(A), by striking ``or 
                      the Resolution Trust Corporation'';
                    (B) in subsection (d)--
                          (i) in paragraph (17)(A), by striking ``or the 
                      Director of the Office of Thrift Supervision''; 
                      and
                          (ii) in paragraph (18)(B), by striking ``or 
                      the Director of the Office of Thrift 
                      Supervision'';
                    (C) in subsection (m)--
                          (i) in paragraph (9), by striking ``or the 
                      Director of the Office of Thrift Supervision, as 
                      appropriate'';

[[Page 124 STAT. 1553]]

                          (ii) in paragraph (16), by striking ``or the 
                      Director of the Office of Thrift Supervision, as 
                      appropriate'' each place that term appears; and
                          (iii) in paragraph (18), by striking ``or the 
                      Director of the Office of Thrift Supervision, as 
                      appropriate'' each place that term appears;
                    (D) in subsection (n)--
                          (i) in paragraph (1)(A)--
                                    (I) by striking ``, or the Director 
                                of the Office of Thrift Supervision, 
                                with respect to'' and inserting ``or''; 
                                and
                                    (II) by striking ``applicable,,'' 
                                and inserting ``applicable,'';
                          (ii) in paragraph (2)(A), by striking ``or the 
                      Director of the Office of Thrift Supervision'';
                          (iii) in paragraph (4)(D), by striking ``and 
                      the Director of the Office of Thrift Supervision, 
                      as appropriate,'';
                          (iv) in paragraph (4)(G), by striking ``and 
                      the Director of the Office of Thrift Supervision, 
                      as appropriate,''; and
                          (v) in paragraph (12)(B)--
                                    (I) by inserting ``as'' after 
                                ``shall appoint the Corporation'';
                                    (II) by striking ``or the Director 
                                of the Office of Thrift Supervision, as 
                                appropriate,'' each place such term 
                                appears;
                    (E) in subsection (p)--
                          (i) in paragraph (2)(B), by striking ``the 
                      Corporation, the FSLIC Resolution Fund, or the 
                      Resolution Trust Corporation,'' and inserting ``or 
                      the Corporation,''; and
                          (ii) in paragraph (3)(B), by striking ``, the 
                      FSLIC Resolution Fund, the Resolution Trust 
                      Corporation,''; and
                    (F) in subsection (r), by striking ``and the 
                Resolution Trust Corporation'';
            (6) in section 13(k)(1)(A)(iv) (12 U.S.C. 
        1823(k)(1)(A)(iv)), by striking ``Director of the Office of 
        Thrift Supervision'' and inserting ``Comptroller of the 
        Currency'';
            (7) in section 18 (12 U.S.C. 1828)--
                    (A) in subsection (c)(2)--
                          (i) in subparagraph (A), by inserting ``or a 
                      Federal savings association'' before the 
                      semicolon;
                          (ii) in subparagraph (B), by adding ``and'' at 
                      the end;
                          (iii) in subparagraph (C), by striking 
                      ``(except'' and all that follows through ``; and'' 
                      and inserting ``or a State savings association.''; 
                      and
                          (iv) by striking subparagraph (D);
                    (B) in subsection (g)(1), by striking ``the Director 
                of the Office of Thrift Supervision''and inserting ``the 
                Comptroller of the Currency'';
                    (C) in subsection (i)(2)(C), by striking ``Director 
                of the Office of Thrift Supervision'' and inserting 
                ``Corporation''; and
                    (D) in subsection (m)--

[[Page 124 STAT. 1554]]

                          (i) in paragraph (1)--
                                    (I) in subparagraph (A), by striking 
                                ``and the Director of the Office of 
                                Thrift Supervision'' and inserting ``or 
                                the Comptroller of the Currency, as 
                                appropriate,''; and
                                    (II) in subparagraph (B), by 
                                striking ``and orders of the Director of 
                                the Office of Thrift Supervision'' and 
                                inserting ``of the Comptroller of the 
                                Currency and orders of the Corporation 
                                and the Comptroller of the Currency'';
                          (ii) in paragraph (2)--
                                    (I) in subparagraph (A), by striking 
                                ``Director of the Office of Thrift 
                                Supervision'' and inserting 
                                ``Comptroller of the Currency, as 
                                appropriate,''; and
                                    (II) in subparagraph (B)--
                                            (aa) in the matter before 
                                        clause (i), by striking 
                                        ``Director of the Office of 
                                        Thrift Supervision'' and 
                                        inserting ``Corporation or the 
                                        Comptroller of the Currency, as 
                                        appropriate,''; and
                                            (bb) in the matter following 
                                        clause (ii)--
                                                (AA) in the first 
                                            sentence, by striking 
                                            ``Director of the Office of 
                                            Thrift Supervision'' and 
                                            inserting ``Office of the 
                                            Comptroller of the Currency, 
                                            as appropriate,''; and
                                                (BB) by striking the 
                                            second sentence and 
                                            inserting the following: 
                                            ``The Corporation or the 
                                            Comptroller of the Currency, 
                                            as appropriate, may take any 
                                            other corrective measures 
                                            with respect to the 
                                            subsidiary, including the 
                                            authority to require the 
                                            subsidiary to terminate the 
                                            activities or operations 
                                            posing such risks, as the 
                                            Corporation or the 
                                            Comptroller of the Currency, 
                                            respectively, may deem 
                                            appropriate.''; and
                          (iii) in paragraph (3)--
                                    (I) in subparagraph (A), in the 
                                second sentence--
                                            (aa) by inserting ``, in the 
                                        case of a Federal savings 
                                        association,'' before ``consult 
                                        with''; and
                                            (bb) by striking ``Director 
                                        of the Office of Thrift 
                                        Supervision'' and inserting 
                                        ``Comptroller of the Currency''; 
                                        and
                                    (II) in subparagraph (B)--
                                            (aa) in the subparagraph 
                                        heading, by striking 
                                        ``Director'' and inserting 
                                        ``Comptroller of the currency'';
                                            (bb) by striking ``Office of 
                                        Thrift Supervision'' and 
                                        inserting ``Comptroller of the 
                                        Currency'';
                                            (cc) by inserting a comma 
                                        after ``soundness''; and
                                            (dd) by inserting ``as to 
                                        Federal savings associations'' 
                                        after ``compliance'';
            (8) in section 19(e) (12 U.S.C. 1829(e))--

[[Page 124 STAT. 1555]]

                    (A) in paragraph (1), by striking ``Director of the 
                Office of Thrift Supervision'' and inserting ``Board of 
                Governors of the Federal Reserve System''; and
                    (B) in paragraph (2), by striking ``Director of the 
                Office of Thrift Supervision'' and inserting ``Board of 
                Governors of the Federal Reserve System'';
            (9) in section 28 (12 U.S.C. 1831e)--
                    (A) in subsection (e)--
                          (i) in paragraph (2)--
                                    (I) in subparagraph (A)(ii), by 
                                striking ``Director of the Office of 
                                Thrift Supervision'' and inserting 
                                ``Comptroller of the Currency or the 
                                Corporation, as appropriate'';
                                    (II) in subparagraph (C), by 
                                striking ``Director of the Office of 
                                Thrift Supervision'' and inserting 
                                ``Comptroller of the Currency or the 
                                Corporation, as appropriate,''; and
                                    (III) in subparagraph (F), by 
                                striking ``Director of the Office of 
                                Thrift Supervision'' and inserting 
                                ``Comptroller of the Currency or the 
                                Corporation, as appropriate''; and
                          (ii) in paragraph (3)--
                                    (I) in subparagraph (A), by striking 
                                ``Director of the Office of Thrift 
                                Supervision'' and inserting 
                                ``Comptroller of the Currency or the 
                                Corporation, as appropriate''; and
                                    (II) in subparagraph (B), by 
                                striking ``Director of the Office of 
                                Thrift Supervision'' and inserting 
                                ``Comptroller of the Currency or the 
                                Corporation, as appropriate,''; and
                    (B) in subsection (h)(2), by striking ``Director of 
                the Office of Thrift Supervision'' and inserting 
                ``Comptroller of the Currency, of the Corporation,''; 
                and
            (10) in section 33(e) (12 U.S.C. 1831j(e)), by striking 
        ``Federal Housing Finance Board, the Comptroller of the 
        Currency, and the Director of the Office of Thrift Supervision'' 
        and inserting ``Federal Housing Finance Agency and the 
        Comptroller of the Currency''.
SEC. 364. FEDERAL HOME LOAN BANK ACT.

    (a) Repeal <<NOTE: 12 USC 1438 note. Effective date.>> of Section 
18(c).--Effective 90 days after the transfer date, section 18(c) of the 
Federal Home Loan Bank Act (12 U.S.C. 1438(c)) is repealed.

    (b) Repeal of Section 21A.--Section 21A of the Federal Home Loan 
Bank Act (12 U.S.C. 1441a) is repealed.
SEC. 365. FEDERAL HOUSING ENTERPRISES FINANCIAL SAFETY AND 
                        SOUNDNESS ACT OF 1992.

    The Federal Housing Enterprises Financial Safety and Soundness Act 
of 1992 (12 U.S.C. 4501 et seq.) is amended--
            (1) in section 1315(b) (12 U.S.C. 4515(b)), by striking 
        ``the Federal Deposit Insurance Corporation, and the Office of 
        Thrift Supervision.'' and inserting ``and the Federal Deposit 
        Insurance Corporation.''; and
            (2) in section 1317(c) (12 U.S.C. 4517(c)), by striking 
        ``the Federal Deposit Insurance Corporation, or the Director of 
        the Office of Thrift Supervision'' and inserting ``or the 
        Federal Deposit Insurance Corporation''.

[[Page 124 STAT. 1556]]

SEC. 366. FEDERAL RESERVE ACT.

    The Federal Reserve Act (12 U.S.C. 221 et seq.) is amended--
            (1) in section 11(a)(2) (12 U.S.C. 248(a)(2))--
                    (A) by inserting ``State savings associations that 
                are insured depository institutions (as defined in 
                section 3 of the Federal Deposit Insurance Act),'' after 
                ``case of insured'';
                    (B) by striking ``Director of the Office of Thrift 
                Supervision'' and inserting ``Comptroller of the 
                Currency'';
                    (C) by inserting ``Federal'' before ``savings 
                association which''; and
                    (D) by striking ``savings and loan association'' and 
                inserting ``savings association''; and
            (2) in section 19(b) (12 U.S.C. 461(b))--
                    (A) in paragraph (1)(F), by striking ``Director of 
                the Office of Thrift Supervision'' and inserting 
                ``Comptroller of the Currency''; and
                    (B) in paragraph (4)(B), by striking ``Director of 
                the Office of Thrift Supervision'' and inserting 
                ``Comptroller of the Currency''.
SEC. 367. FINANCIAL INSTITUTIONS REFORM, RECOVERY, AND ENFORCEMENT 
                        ACT OF 1989.

    The Financial Institutions Reform, Recovery, and Enforcement Act of 
1989 is amended--
            (1) in section 203 (12 U.S.C. 1812 note), by striking 
        subsection (b);
            (2) in section 302(1) (12 U.S.C. 1467a note), by striking 
        ``Director of the Office of Thrift Supervision'' and inserting 
        ``Comptroller of the Currency'';
            (3) in section 305(12 U.S.C. 1464 note), by striking 
        subsection (b);
            (4) in section 308 (12 U.S.C. 1463 note)--
                    (A) in subsection (a), by striking ``Director of the 
                Office of Thrift Supervision'' and inserting ``Chairman 
                of the Board of Governors of the Federal Reserve System, 
                the Comptroller of the Currency, the Chairman of the 
                National Credit Union Administration,''; and
                    (B) by adding at the end the following new 
                subsection:

    ``(c) Reports.--The Secretary of the Treasury, the Chairman of the 
Board of Governors of the Federal Reserve System, the Comptroller of the 
Currency, the Chairman of the National Credit Union Administration, and 
the Chairperson of Board of Directors of the Federal Deposit Insurance 
Corporation shall each submit an annual report to the Congress 
containing a description of actions taken to carry out this section.'';
            (5) in section 402 (12 U.S.C. 1437 note)--
                    (A) in subsection (a), by striking ``Director of the 
                Office of Thrift Supervision'' and inserting 
                ``Comptroller of the Currency'';
                    (B) by striking subsection (b);
                    (C) in subsection (e)--
                          (i) in paragraph (1), by striking ``Office of 
                      Thrift Supervision'' and inserting ``Comptroller 
                      of the Currency''; and
                          (ii) in each of paragraphs (2), (3), and (4), 
                      by striking ``Director of the Office of Thrift 
                      Supervision''

[[Page 124 STAT. 1557]]

                      each place that term appears and inserting 
                      ``Comptroller of the Currency''; and
                    (D) by striking ``Federal Housing Finance Board'' 
                each place that term appears and inserting ``Federal 
                Housing Finance Agency'';
            (6) in section 1103(a) (12 U.S.C. 3332(a)), by striking 
        ``and the Resolution Trust Corporation'';
            (7) in section 1205(b) (12 U.S.C. 1818 note)--
                    (A) in paragraph (1)--
                          (i) by striking subparagraph (B); and
                          (ii) by redesignating subparagraphs (C) 
                      through (F) as subparagraphs (B) through (E), 
                      respectively; and
                    (B) in paragraph (2), by striking ``paragraph 
                (1)(F)'' and inserting ``paragraph (1)(E)'';
            (8) in section 1206 (12 U.S.C. 1833b)--
                    (A) by striking ``Board, the Oversight Board of the 
                Resolution Trust Corporation'' and inserting ``Agency, 
                and''; and
                    (B) by striking ``, and the Office of Thrift 
                Supervision'';
            (9) in section 1216 (12 U.S.C. 1833e)--
                    (A) in subsection (a)--
                          (i) in paragraph (3), by adding ``and'' at the 
                      end;
                          (ii) in paragraph (4), by striking the 
                      semicolon at the end and inserting a period;
                          (iii) by striking paragraphs (2), (5), and 
                      (6); and
                          (iv) by redesignating paragraphs (3) and (4), 
                      as paragraphs (2) and (3), respectively;
                    (B) in subsection (c)--
                          (i) by striking ``the Director of the Office 
                      of Thrift Supervision,'' and inserting ``and''; 
                      and
                          (ii) by striking ``the Thrift Depositor 
                      Protection Oversight Board of the Resolution Trust 
                      Corporation, and the Resolution Trust 
                      Corporation''; and
                    (C) in subsection (d)--
                          (i) by striking paragraphs (3), (5), and (6); 
                      and
                          (ii) by redesignating paragraphs (4), (7), and 
                      (8) as paragraphs (3), (4), and (5), respectively.
SEC. 368. FLOOD DISASTER PROTECTION ACT OF 1973.

    Section 3(a)(5) of the Flood Disaster Protection Act of 1973 (42 
U.S.C. 4003(a)(5)) is amended by striking ``, the Office of Thrift 
Supervision''.
SEC. 369. HOME OWNERS' LOAN ACT.

    The Home Owners' Loan Act (12 U.S.C. 1461 et seq.) is amended--
            (1) in section 1 (12 U.S.C. 1461), by striking the table of 
        contents;
            (2) in section 2 (12 U.S.C. 1462), as amended by this Act--
                    (A) by striking paragraphs (1) and (3);
                    (B) by redesignating paragraph (2) as paragraph (1);
                    (C) by redesignating paragraphs (4) through (9) as 
                paragraphs (2) through (7), respectively; and
                    (D) by <<NOTE: Definitions.>> adding at the end the 
                following:

[[Page 124 STAT. 1558]]

            ``(8) Board.--The term `Board', other than in the context of 
        the Board of Directors of the Corporation, means the Board of 
        Governors of the Federal Reserve System.
            ``(9) Comptroller.--The term `Comptroller' means the 
        Comptroller of the Currency.'';
            (3) in section 3 (12 U.S.C. 1462a)--
                    (A) by striking the section heading and inserting 
                the following:
``SEC. 3. ADMINISTRATIVE PROVISIONS.'';
                    (B) by striking subsections (a), (b), (c), (d), (g), 
                (h), (i), and (j);
                    (C) by redesignating subsections (e) and (f) as 
                subsections (a) and (b), respectively;
                    (D) in subsection (a), as so redesignated--
                          (i) in the heading by striking ``of the 
                      Director''; and
                          (ii) in the matter preceding paragraph (1), by 
                      striking ``The Director'' and inserting ``In 
                      accordance with subtitle A of title III of the 
                      Dodd-Frank Wall Street Reform and Consumer 
                      Protection Act, the appropriate Federal banking 
                      agency''; and
                    (E) in subsection (b), as so redesignated, by 
                striking ``Director'' and inserting ``appropriate 
                Federal banking agency'';
            (4) in section 4 (12 U.S.C. 1463)--
                    (A) in subsection (a)--
                          (i) in the subsection heading, by striking 
                      ``Federal'';
                          (ii) by striking paragraphs (1) and (2) and 
                      inserting the following:
            ``(1) Examination and safe and sound operation.--
                    ``(A) Federal savings associations.--The Comptroller 
                shall provide for the examination and safe and sound 
                operation of Federal savings associations.
                    ``(B) State savings associations.--The Corporation 
                shall provide for the examination and safe and sound 
                operation of State savings associations.
            ``(2) Regulations for savings associations.--The Comptroller 
        may prescribe regulations with respect to savings associations, 
        as the Comptroller determines to be appropriate to carry out the 
        purposes of this Act.''; and
                          (iii) in paragraph (3), by striking 
                      ``Director'' each place that term appears and 
                      inserting ``Comptroller and the Corporation'';
                    (B) in subsection (b)--
                          (i) in paragraph (2)--
                                    (I) in subparagraph (A), by adding 
                                ``and'' at the end;
                                    (II) in subparagraph (B), by 
                                striking ``; and'' and inserting a 
                                period; and
                                    (III) by striking subparagraph (C); 
                                and
                          (ii) by striking ``Director'' each place that 
                      term appears and inserting ``Comptroller'';
                    (C) in subsection (c)--

[[Page 124 STAT. 1559]]

                          (i) by striking ``All regulations and policies 
                      of the Director'' and inserting ``The regulations 
                      of the Comptroller and the policies of the 
                      Comptroller and the Corporation''; and
                          (ii) by striking ``of the Currency'';
                    (D) in subsection (e)(5), by striking ``Director'' 
                and inserting ``Comptroller'';
                    (E) in subsection (f), by striking ``Director'' each 
                place that term appears and inserting ``appropriate 
                Federal banking agency''; and
                    (F) in subsection (h), by striking ``Director'' each 
                place that term appears and inserting ``appropriate 
                Federal banking agency'';
            (5) in section 5 (12 U.S.C. 1464)--
                    (A) in subsection (a), by striking ``Director'', 
                each place such term appears and inserting ``Comptroller 
                of the Currency'';
                    (B) in subsection (b), by striking ``Director'', 
                each place such term appears and inserting ``Comptroller 
                of the Currency'';
                    (C) in subsection (c)--
                          (i) in paragraph (5)--
                                    (I) in subparagraph (A), by striking 
                                ``Director'' and inserting ``appropriate 
                                Federal banking agency''; and
                                    (II) in subparagraph (B)--
                                            (aa) by striking ``The 
                                        Director'' and inserting ``The 
                                        appropriate Federal banking 
                                        agency''; and
                                            (bb) by striking ``the 
                                        Director'' and inserting ``the 
                                        appropriate Federal banking 
                                        agency'';
                    (D) in subsection (d)--
                          (i) in paragraph (1)--
                                    (I) in subparagraph (A)--
                                            (aa) in the first sentence, 
                                        by striking ``Director'' and 
                                        inserting ``appropriate Federal 
                                        banking agency'';
                                            (bb) in the second 
                                        sentence--
                                                (AA) by striking 
                                            ``Director's own name and 
                                            through the Director's own 
                                            attorneys'' and inserting 
                                            ``name of the appropriate 
                                            Federal banking agency and 
                                            through the attorneys of the 
                                            appropriate Federal banking 
                                            agency''; and
                                                (BB) by striking 
                                            ``Director'' each place that 
                                            term appears and inserting 
                                            ``appropriate Federal 
                                            banking agency''; and
                                            (cc) in the third sentence, 
                                        by striking ``Director'' each 
                                        place that term appears and 
                                        inserting ``Comptroller'';
                                    (II) in subparagraph (B)--
                                            (aa) in clauses (i) through 
                                        (iv), by striking ``Director'' 
                                        each place that term appears and 
                                        inserting ``appropriate Federal 
                                        banking agency'';
                                    (III) in clause (v)--

[[Page 124 STAT. 1560]]

                                            (aa) in the matter preceding 
                                        subclause (I), by striking 
                                        ``Director'' and inserting 
                                        ``appropriate Federal banking 
                                        agency'';
                                            (bb) in subclause (II), by 
                                        striking ``subpenas'' and 
                                        inserting ``subpoenas''; and
                                            (cc) in the matter following 
                                        subclause (II), by striking 
                                        ``subpena'' and inserting 
                                        ``subpoena'';
                                    (IV) in clause (vi)--
                                            (aa) in the first sentence, 
                                        by striking ``Director'' and 
                                        inserting ``appropriate Federal 
                                        banking agency''; and
                                            (bb) in the second sentence, 
                                        by striking ``Director'' and 
                                        inserting ``Comptroller'';
                                    (V) in clause (vii)--
                                            (aa) in the first sentence, 
                                        by striking ``subpena'' and 
                                        inserting ``subpoena'';
                                            (bb) in the second sentence, 
                                        by striking ``subpenaed'' and 
                                        inserting ``subpoenaed''; and
                                            (cc) in the third sentence, 
                                        by striking ``Director'' and 
                                        inserting ``appropriate Federal 
                                        banking agency'';
                          (ii) in paragraph (2)--
                                    (I) in subparagraph (A)--
                                            (aa) by striking ``Director 
                                        of the Office of Thrift 
                                        Supervision'' and inserting 
                                        ``appropriate Federal banking 
                                        agency'';
                                            (bb) by striking ``any 
                                        insured savings association'' 
                                        and inserting ``an insured 
                                        savings association''; and
                                            (cc) by striking ``Director 
                                        determines, in the Director's 
                                        discretion'' and inserting 
                                        ``appropriate Federal banking 
                                        agency determines, in the 
                                        discretion of the appropriate 
                                        Federal banking agency'';
                                    (II) in subparagraph (B), by 
                                striking ``Director'' each place that 
                                term appears and inserting ``appropriate 
                                Federal banking agency'';
                                    (III) in subparagraphs (C) and (D), 
                                by striking ``Director'' and inserting 
                                ``appropriate Federal banking agency'';
                                    (IV) in subparagraph (E)--
                                            (aa) in clause (ii)--
                                                (AA) in the clause 
                                            heading, by striking ``or 
                                            rtc''; and
                                                (BB) by striking ``or 
                                            the Resolution Trust 
                                            Corporation, as 
                                            appropriate,'' each place 
                                            that term appears; and
                                            (bb) by striking 
                                        ``Director'' each place that 
                                        term appears and inserting 
                                        ``appropriate Federal banking 
                                        agency''; and
                          (iii) in paragraph (3)--
                                    (I) in subparagraph (A), by striking 
                                ``Director'' each place that term 
                                appears and inserting ``Comptroller''; 
                                and
                                    (II) in subparagraph (B)--

[[Page 124 STAT. 1561]]

                                            (aa) in the subparagraph 
                                        heading, by striking ``or rtc'';
                                            (bb) by striking 
                                        ``Corporation or the Resolution 
                                        Trust''; and
                                            (cc) by striking 
                                        ``Director'' and inserting 
                                        ``Comptroller'';
                          (iv) in paragraph (4), by striking 
                      ``Director'' and inserting ``appropriate Federal 
                      banking agency'';
                          (v) in paragraph (6)--
                                    (I) in subparagraph (A), by striking 
                                ``Director'' and inserting 
                                ``Comptroller''; and
                                    (II) in subparagraphs (B) and (C), 
                                by striking ``Director'' each place that 
                                term appears and inserting ``appropriate 
                                Federal banking agency'';
                          (vi) in paragraph (7)--
                                    (I) in subparagraphs (A), (B), and 
                                (D), by striking ``Director'' each place 
                                that term appears and inserting 
                                ``appropriate Federal banking agency'';
                                    (II) in subparagraph (C), by 
                                striking ``Director'' and inserting 
                                ``Federal Deposit Insurance Corporation 
                                or the Comptroller, as appropriate,''; 
                                and
                                    (III) by striking subparagraph (E) 
                                and inserting the following:
                    ``(E) Administration by the comptroller and the 
                corporation.--The Comptroller may issue such 
                regulations, and the appropriate Federal banking agency 
                may issue such orders, including those issued pursuant 
                to section 8 of the Federal Deposit Insurance Act, as 
                may be necessary to administer and carry out this 
                paragraph and to prevent evasion of this paragraph.'';
                    (E) in subsection (e)(2), strike ``Director'' and 
                insert ``Comptroller'';
                    (F) in subsection (i)--
                          (i) by striking ``Director'', each place such 
                      term appears, and inserting ``Comptroller'';
                          (ii) in paragraph (2), in the heading, by 
                      striking ``director'' and inserting 
                      ``Comptroller'';
                          (iii) in paragraph (5)(A), by striking ``of 
                      the Currency''; and
                          (iv) except as provided in clauses (i) through 
                      (iii), by striking ``Director'' each place such 
                      term appears and inserting ``Comptroller'';
                    (G) in subsection (o)--
                          (i) in paragraph (1), by striking ``Director'' 
                      and inserting ``Comptroller''; and
                          (ii) in paragraph (2)(B), by striking 
                      ``Director's determination'' and inserting 
                      ``determination of the Comptroller'';
                    (H) in subsections (m), (n), (o), and (p), by 
                striking ``Director'', each place such term appears, and 
                inserting ``Comptroller'';
                    (I) in subsection (q)--
                          (i) in paragraph (6), by striking ``of 
                      Governors of the Federal Reserve System'';
                          (ii) by striking ``Director'' each place that 
                      term appears and inserting ``Board''; and

[[Page 124 STAT. 1562]]

                          (iii) by inserting ``in consultation with the 
                      Comptroller and the Corporation,'' before 
                      ``considers'';
                    (J) in subsection (r)(3), by striking ``Director'' 
                and inserting ``Comptroller of the Currency'';
                    (K) in subsection (s)--
                          (i) in paragraph (1), strike ``Director'' and 
                      insert ``Comptroller of the Currency'';
                          (ii) in paragraph (2), strike ``Director'' and 
                      insert ``Comptroller of the Currency'';
                          (iii) in paragraph (3), by striking 
                      ``Director's discretion, the Director'' and 
                      inserting ``discretion of the appropriate Federal 
                      banking agency, the appropriate Federal banking 
                      agency,'';
                          (iv) in paragraph (4), by striking 
                      ``Director'' each place that term appears and 
                      inserting ``appropriate Federal banking agency''; 
                      and
                          (v) in paragraph (5)--
                                    (I) by striking ``Director'', each 
                                place such term appears, and inserting 
                                ``appropriate Federal banking agency''; 
                                and
                                    (II) by striking ``Director's 
                                approval'' and inserting ``approval of 
                                the appropriate Federal banking 
                                agency'';
                    (L) in subsection (t)--
                          (i) in paragraph (1), by striking subparagraph 
                      (D);
                          (ii) by striking paragraph (3) and inserting 
                      the following:
            ``(3) [Repealed].'';
                          (iii) in paragraph (5)--
                                    (I) in subparagraph (B), by striking 
                                ``Corporation, in its sole discretion'' 
                                and inserting ``appropriate Federal 
                                banking agency, in the sole discretion 
                                of the appropriate Federal banking 
                                agency''; and
                                    (II) by striking subparagraph (D);
                          (iv) in paragraph (6)--
                                    (I) by striking subparagraph (A) and 
                                inserting the following:
                    ``(A) [Reserved].'';
                                    (II) in subparagraph (B), by 
                                striking ``Director'' each place that 
                                term appears and inserting ``appropriate 
                                Federal banking agency'';
                                    (III) in subparagraph (C)--
                                            (aa) in clause (i), by 
                                        striking ``Director's prior 
                                        approval'' and inserting ``prior 
                                        approval of the appropriate 
                                        Federal banking agency'';
                                            (bb) in clause (ii), by 
                                        striking ``Director's 
                                        discretion'' and inserting 
                                        ``discretion of the appropriate 
                                        Federal banking agency''; and
                                            (cc) by striking 
                                        ``Director'' each place that 
                                        term appears and inserting 
                                        ``appropriate Federal banking 
                                        agency'';
                                    (IV) in subparagraph (E), by 
                                striking ``Director shall'' and 
                                inserting ``appropriate Federal banking 
                                agency may''; and
                                    (V) in subparagraph (F), by striking 
                                ``Director'' and all that follows 
                                through the end of the

[[Page 124 STAT. 1563]]

                                subparagraph and inserting ``appropriate 
                                Federal banking agency under this Act or 
                                any other provision of law.'';
                          (v) in paragraph (7), by striking ``Director'' 
                      each place that term appears and inserting 
                      ``appropriate Federal banking agency'';
                          (vi) by striking paragraph (8) and inserting 
                      the following:
            ``(8) [Repealed].'';
                          (vii) in paragraph (9)--
                                    (I) in subparagraph (A), by striking 
                                ``Director'' and inserting 
                                ``Comptroller'';
                                    (II) in subparagraph (C), by 
                                striking ``of the Currency''; and
                                    (III) by striking subparagraph (B) 
                                and redesignating subparagraphs (C) and 
                                (D) as subparagraphs (B) and (C), 
                                respectively; and
                          (viii) except as provided in clauses (i) 
                      through (vii), by striking ``Director'' each place 
                      that term appears and inserting ``appropriate 
                      Federal banking agency'';
                    (M) in subsection (u), by striking ``Director'' each 
                place that term appears and inserting ``appropriate 
                Federal banking agency'';
                    (N) in subsection (v)--
                          (i) in paragraph (2), by striking ``Director's 
                      determinations'' and inserting ``determinations of 
                      the appropriate Federal banking agency''; and
                          (ii) by striking ``Director'' each place that 
                      term appears and inserting ``appropriate Federal 
                      banking agency'';
                    (O) in subsection (w)(1)--
                          (i) in subparagraph (A)(II), by striking 
                      ``Director's intention'' and inserting ``intention 
                      of the Comptroller''; and
                          (ii) in subparagraph (B), by striking 
                      ``Director's intention'' and inserting ``intention 
                      of the Comptroller''; and
                    (P) except as provided in subparagraphs (A) through 
                (J), by striking ``Director'' each place that term 
                appears and inserting ``Comptroller'';
            (6) in section 8 (12 U.S.C. 1466a), by striking ``Director'' 
        each place that term appears and inserting ``Comptroller'';
            (7) in section 9 (12 U.S.C. 1467)--
                    (A) in subsection (a), by striking ``assessed by the 
                Director'' and all that follows through the end of the 
                subsection and inserting the following: ``assessed by--
            ``(1) the Comptroller, against each such Federal savings 
        association, as the Comptroller deems necessary or appropriate; 
        and
            ``(2) the Corporation, against each such State savings 
        association, as the Corporation deems necessary or 
        appropriate.'';
                    (B) in subsection (b), by striking ``Director'', 
                each place such term appears, and inserting 
                ``Comptroller or Corporation, as appropriate'';
                    (C) in subsection (e)--

[[Page 124 STAT. 1564]]

                          (i) by striking ``Only the Director'' and 
                      inserting ``The Comptroller''; and
                          (ii) by striking ``Director's designee'' and 
                      inserting ``designee of the Comptroller'';
                    (D) by striking subsection (f) and inserting the 
                following:

    ``(f) [Reserved].'';
                    (E) in subsection (g)--
                          (i) in paragraph (1), by striking ``Director'' 
                      and inserting ``appropriate Federal banking 
                      agency''; and
                          (ii) in paragraph (2), by striking ``Director, 
                      or the Corporation, as the case may be,'' and 
                      inserting ``appropriate Federal banking agency for 
                      the savings association'';
                    (F) in subsection (i), by striking ``Director'' each 
                place that term appears and inserting ``appropriate 
                Federal banking agency'';
                    (G) in subsection (j), by striking ``Director's sole 
                discretion'' and inserting ``sole discretion of the 
                appropriate Federal banking agency'';
                    (H) in subsection (k), by striking ``Director may 
                assess against institutions for which the Director is 
                the appropriate Federal banking agency, as defined in 
                section 3 of the Federal Deposit Insurance Act,'' and 
                inserting ``appropriate Federal banking agency may 
                assess against an institution''; and
                    (I) except as provided in subparagraphs (A) through 
                (G), by striking ``Director'' each place that term 
                appears and inserting ``appropriate Federal banking 
                agency'';
            (8) in section 10 (12 U.S.C. 1467a)--
                    (A) in subsection (a)(1), by striking ``Director'' 
                each place that term appears and inserting ``appropriate 
                Federal banking agency'';
                    (B) in subsection (b)--
                          (i) in paragraph (2), by striking ``and the 
                      regional office of the Director of the district in 
                      which its principal office is located,''; and
                          (ii) in paragraph (6), by striking 
                      ``Director's own motion or application'' and 
                      inserting ``motion or application of the Board'';
                    (C) in subsection (c)--
                          (i) in paragraph (2)(F), by striking ``of 
                      Governors of the Federal Reserve System'';
                          (ii) in paragraph (4)(B), in the subparagraph 
                      heading, by striking ``by director'';
                          (iii) in paragraph (6)(D), in the subparagraph 
                      heading, by striking ``by director''; and
                          (iv) in paragraph (9)(E), by inserting ``(in 
                      consultation with the appropriate Federal banking 
                      agency)'' after ``including a determination'';
                    (D) in subsection (g)(5)(B), by striking ``the 
                Director's discretion'' and inserting ``the discretion 
                of the Board'';
                    (E) in subsection (l), by striking ``Director'' each 
                place that term appears and inserting ``appropriate 
                Federal banking agency'';
                    (F) in subsection (m), by striking ``Director'' and 
                inserting ``appropriate Federal banking agency'';

[[Page 124 STAT. 1565]]

                    (G) in subsection (p)--
                          (i) in paragraph (1)--
                                    (I) by striking ``Director 
                                determines'' the 1st place such term 
                                appears and inserting ``Board or the 
                                appropriate Federal banking agency for 
                                the savings association determines'';
                                    (II) by striking ``Director may'' 
                                and inserting ``Board may''; and
                                    (III) by striking ``Director 
                                determines'' the 2nd place such term 
                                appears and inserting ``Board, in 
                                consultation with the appropriate 
                                Federal banking agency for the savings 
                                association determines''; and
                          (ii) in paragraph (2), by striking 
                      ``Director'', each place such term appears, and 
                      inserting ``Board'';
                    (H) in subsection (q), by striking ``Director'', 
                each place such term appears, and inserting ``Board'';
                    (I) in subsection (r), by striking ``Director'', 
                each place such term appears, and inserting ``Board or 
                appropriate Federal banking agency'';
                    (J) in subsection (s)--
                          (i) in paragraph (2)--
                                    (I) in subparagraph (B)(ii), by 
                                striking ``Director's judgment'' and 
                                inserting ``judgment of the appropriate 
                                Federal banking agency for the savings 
                                association''; and
                                    (II) by striking ``Director'' each 
                                place that term appears and inserting 
                                ``appropriate Federal banking agency for 
                                the savings association''; and
                          (ii) in paragraph (4), by striking 
                      ``Director'' and inserting ``Comptroller''; and
                    (K) except as provided in subparagraphs (A) through 
                (J), by striking ``Director'' each place that term 
                appears and inserting ``Board'';
            (9) in section 11 (12 U.S.C. 1468), by striking ``Director'' 
        each place that term appears and inserting ``appropriate Federal 
        banking agency'';
            (10) in section 12 (12 U.S.C. 1468a), by striking ``the 
        Director'' and inserting ``a Federal banking agency''; and
            (11) in section 13 (12 U.S.C. 1468a) is <<NOTE: 12 USC 
        1468b.>> amended by striking ``Director'' and inserting ``a 
        Federal banking agency''.
SEC. 370. HOUSING ACT OF 1948.

    Section 502(c) of the Housing Act of 1948 (12 U.S.C. 1701c(c)) is 
amended--
            (1) in the matter preceding paragraph (1), by striking ``and 
        the Director of the Office of Thrift Supervision'' and inserting 
        ``, the Comptroller of the Currency, and the Federal Deposit 
        Insurance Corporation''; and
            (2) in paragraph (3), by striking ``Board'' and inserting 
        ``Agency''.
SEC. 371. <<NOTE: 12 USC 1707 note.>> HOUSING AND COMMUNITY 
                        DEVELOPMENT ACT OF 1992.

    Section 543 of the Housing and Community Development Act of 1992 
(Public Law 102-550; 106 Stat. 3798) is amended--
            (1) in subsection (c)(1)--
                    (A) by striking subparagraphs (D) through (F); and

[[Page 124 STAT. 1566]]

                    (B) by redesignating subparagraphs (G) and (H) as 
                subparagraphs (D) and (E), respectively; and
            (2) in subsection (f)--
                    (A) in paragraph (2), by striking ``the Office of 
                Thrift Supervision,'' each place that term appears; and
                    (B) in paragraph (3)--
                          (i) in the matter preceding subparagraph (A), 
                      by striking ``the Office of Thrift Supervision,''; 
                      and
                          (ii) in subparagraph (D), by striking ``Office 
                      of Thrift Supervision,''.
SEC. 372. HOUSING AND URBAN-RURAL RECOVERY ACT OF 1983.

    Section 469 of the Housing and Urban-Rural Recovery Act of 1983 (12 
U.S.C. 1701p-1) is amended in the first sentence, by striking ``Federal 
Home Loan Bank Board'' and inserting ``Federal Housing Finance Agency''.
SEC. 373. NATIONAL HOUSING ACT.

    Section 202(f) of the National Housing Act (12 U.S.C. 1708(f)) is 
amended--
            (1) by striking paragraph (5) and inserting the following:
            ``(5) if the mortgagee is a national bank, a subsidiary or 
        affiliate of such bank, a Federal savings association or a 
        subsidiary or affiliate of a savings association, the 
        Comptroller of the Currency;'';
            (2) in paragraph (6), by adding ``and'' at the end;
            (3) in paragraph (7)--
                    (A) by inserting ``or State savings association'' 
                after ``State bank''; and
                    (B) by striking ``; and'' and inserting a period; 
                and
            (4) by striking paragraph (8).
SEC. 374. NEIGHBORHOOD REINVESTMENT CORPORATION ACT.

    Section 606(c)(3) of the Neighborhood Reinvestment Corporation Act 
(42 U.S.C. 8105(c)(3)) is amended by striking ``Federal Home Loan Bank 
Board'' and inserting ``Federal Housing Finance Agency''.
SEC. 375. PUBLIC LAW 93-100.

    Section 5(d) of Public Law 93-100 (12 U.S.C. 1470(a)) is amended--
            (1) in paragraph (1), by striking ``Federal Savings and Loan 
        Insurance Corporation with respect to insured institutions, the 
        Board of Governors of the Federal Reserve System with respect to 
        State member insured banks, and the Federal Deposit Insurance 
        Corporation with respect to State nonmember insured banks'' and 
        inserting ``appropriate Federal banking agency, with respect to 
        the institutions subject to the jurisdiction of each such 
        agency,''; and
            (2) in paragraph (2), by striking ``supervisory'' and 
        inserting ``banking''.
SEC. 376. SECURITIES EXCHANGE ACT OF 1934.

    The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 
amended--
            (1) in section 3(a)(34) (15 U.S.C. 78c(a)(34))--
                    (A) in subparagraph (A)--

[[Page 124 STAT. 1567]]

                          (i) in clause (i), by striking ``or a 
                      subsidiary or a department or division of any such 
                      bank'' and inserting ``a subsidiary or a 
                      department or division of any such bank, a Federal 
                      savings association (as defined in section 3(b)(2) 
                      of the Federal Deposit Insurance Act (12 U.S.C. 
                      1813(b)(2))), the deposits of which are insured by 
                      the Federal Deposit Insurance Corporation, or a 
                      subsidiary or department or division of any such 
                      Federal savings association'';
                          (ii) in clause (ii), by striking ``or a 
                      subsidiary or a department or division of such 
                      subsidiary'' and inserting ``a subsidiary or a 
                      department or division of such subsidiary, or a 
                      savings and loan holding company'';
                          (iii) in clause (iii), by striking ``or a 
                      subsidiary or department or division thereof;'' 
                      and inserting ``a subsidiary or department or 
                      division of any such bank, a State savings 
                      association (as defined in section 3(b)(3) of the 
                      Federal Deposit Insurance Act (12 U.S.C. 
                      1813(b)(3))), the deposits of which are insured by 
                      the Federal Deposit Insurance Corporation, or a 
                      subsidiary or a department or division of any such 
                      State savings association; and'';
                          (iv) by striking clause (iv); and
                          (v) by redesignating clause (v) as clause 
                      (iv);
                    (B) in subparagraph (B)--
                          (i) in clause (i), by striking ``or a 
                      subsidiary of any such bank'' and inserting ``a 
                      subsidiary of any such bank, a Federal savings 
                      association (as defined in section 3(b)(2) of the 
                      Federal Deposit Insurance Act (12 U.S.C. 
                      1813(b)(2))), the deposits of which are insured by 
                      the Federal Deposit Insurance Corporation, or a 
                      subsidiary of any such Federal savings 
                      association'';
                          (ii) in clause (ii), by striking ``or a 
                      subsidiary of a bank holding company which is a 
                      bank other than a bank specified in clause (i), 
                      (iii), or (iv) of this subparagraph'' and 
                      inserting ``a subsidiary of a bank holding company 
                      that is a bank other than a bank specified in 
                      clause (i) or (iii) of this subparagraph, or a 
                      savings and loan holding company'';
                          (iii) in clause (iii), by striking ``or a 
                      subsidiary thereof;'' and inserting ``a subsidiary 
                      of any such bank, a State savings association (as 
                      defined in section 3(b)(3) of the Federal Deposit 
                      Insurance Act (12 U.S.C. 1813(b)(3))), the 
                      deposits of which are insured by the Federal 
                      Deposit Insurance Corporation, or a subsidiary of 
                      any such State savings association; and'';
                          (iv) by striking clause (iv); and
                          (v) by redesignating clause (v) as clause 
                      (iv);
                    (C) in subparagraph (C)--
                          (i) in clause (i), by striking ``bank'' and 
                      inserting ``bank or a Federal savings association 
                      (as defined in section 3(b)(2) of the Federal 
                      Deposit Insurance Act (12 U.S.C. 1813(b)(2))), the 
                      deposits of which are insured by the Federal 
                      Deposit Insurance Corporation'';

[[Page 124 STAT. 1568]]

                          (ii) in clause (ii), by striking ``or a 
                      subsidiary of a bank holding company which is a 
                      bank other than a bank specified in clause (i), 
                      (iii), or (iv) of this subparagraph'' and 
                      inserting ``a subsidiary of a bank holding company 
                      that is a bank other than a bank specified in 
                      clause (i) or (iii) of this subparagraph, or a 
                      savings and loan holding company'';
                          (iii) in clause (iii), by striking ``System)'' 
                      and inserting, ``System) or a State savings 
                      association (as defined in section 3(b)(3) of the 
                      Federal Deposit Insurance Act (12 U.S.C. 
                      1813(b)(3))), the deposits of which are insured by 
                      the Federal Deposit Insurance Corporation; and'';
                          (iv) by striking clause (iv); and
                          (v) by redesignating clause (v) as clause 
                      (iv);
                    (D) in subparagraph (D)--
                          (i) in clause (i), by inserting after ``bank'' 
                      the following: ``or a Federal savings association 
                      (as defined in section 3(b)(2) of the Federal 
                      Deposit Insurance Act (12 U.S.C. 1813(b)(2))), the 
                      deposits of which are insured by the Federal 
                      Deposit Insurance Corporation'';
                          (ii) in clause (ii), by adding ``and'' at the 
                      end;
                          (iii) by striking clause (iii);
                          (iv) by redesignating clause (iv) as clause 
                      (iii); and
                          (v) in clause (iii), as so redesignated, by 
                      inserting after ``bank'' the following: ``or a 
                      State savings association (as defined in section 
                      3(b)(3) of the Federal Deposit Insurance Act (12 
                      U.S.C. 1813(b)(3))), the deposits of which are 
                      insured by the Federal Deposit Insurance 
                      Corporation'';
                    (E) in subparagraph (F)--
                          (i) in clause (i), by inserting after ``bank'' 
                      the following: ``or a Federal savings association 
                      (as defined in section 3(b)(2) of the Federal 
                      Deposit Insurance Act (12 U.S.C. 1813(b)(2))), the 
                      deposits of which are insured by the Federal 
                      Deposit Insurance Corporation'';
                          (ii) by striking clause (ii);
                          (iii) by redesignating clauses (iii), (iv), 
                      and (v) as clauses (ii), (iii), and (iv), 
                      respectively; and
                          (iv) in clause (iii), as so redesignated, by 
                      inserting before the semicolon the following: ``or 
                      a State savings association (as defined in section 
                      3(b)(3) of the Federal Deposit Insurance Act (12 
                      U.S.C. 1813(b)(3))), the deposits of which are 
                      insured by the Federal Deposit Insurance 
                      Corporation'';
                    (F) in subparagraph (G)--
                          (i) in clause (i), by inserting after 
                      ``national bank'' the following: ``, a Federal 
                      savings association (as defined in section 3(b)(2) 
                      of the Federal Deposit Insurance Act), the 
                      deposits of which are insured by the Federal 
                      Deposit Insurance Corporation,'';
                          (ii) in clause (iii)--
                                    (I) by inserting after ``bank)'' the 
                                following: ``, a State savings 
                                association (as defined in section 
                                3(b)(3) of the Federal Deposit Insurance 
                                Act), the deposits of which are insured 
                                by the Federal Deposit Insurance 
                                Corporation,''; and

[[Page 124 STAT. 1569]]

                                    (II) by adding ``and'' at the end;
                          (iii) by striking clause (iv); and
                          (iv) by redesignating clause (v) as clause 
                      (iv); and
                    (G) in the undesignated matter following 
                subparagraph (H), by striking ``, and the term `District 
                of Columbia savings and loan association' means any 
                association subject to examination and supervision by 
                the Office of Thrift Supervision under section 8 of the 
                Home Owners' Loan Act of 1933'';
            (2) in section 12(i) (15 U.S.C. 78l(i))--
                    (A) in paragraph (1), by inserting after ``national 
                banks'' the following: ``and Federal savings 
                associations, the accounts of which are insured by the 
                Federal Deposit Insurance Corporation'';
                    (B) by striking ``(3)'' and all that follows through 
                ``vested in the Office of Thrift Supervision'' and 
                inserting ``and (3) with respect to all other insured 
                banks and State savings associations, the accounts of 
                which are insured by the Federal Deposit Insurance 
                Corporation, are vested in the Federal Deposit Insurance 
                Corporation''; and
                    (C) in the second sentence, by striking ``the 
                Federal Deposit Insurance Corporation, and the Office of 
                Thrift Supervision'' and inserting ``and the Federal 
                Deposit Insurance Corporation'';
            (3) in section 15C(g)(1) (15 U.S.C. 78o-5(g)(1)), by 
        striking ``the Director of the Office of Thrift Supervision, the 
        Federal Savings and Loan Insurance Corporation,''; and
            (4) in section 23(b)(1) (15 U.S.C. 78w(b)(1)), by striking 
        ``, other than the Office of Thrift Supervision,''.
SEC. 377. TITLE 18, UNITED STATES CODE.

    Title 18, United States Code, is amended--
            (1) in section 212(c)(2)--
                    (A) by striking subparagraph (C); and
                    (B) by redesignating subparagraphs (D) through (H) 
                as subparagraphs (C) through (G), respectively;
            (2) in section 657, by striking ``Office of Thrift 
        Supervision, the Resolution Trust Corporation,'';
            (3) in section 981(a)(1)(D)--
                    (A) by striking ``Resolution Trust Corporation,''; 
                and
                    (B) by striking ``or the Office of Thrift 
                Supervision'';
            (4) in section 982(a)(3)--
                    (A) by striking ``Resolution Trust Corporation,''; 
                and
                    (B) by striking ``or the Office of Thrift 
                Supervision'';
            (5) in section 1006--
                    (A) by striking ``Office of Thrift Supervision,''; 
                and
                    (B) by striking ``the Resolution Trust 
                Corporation,'';
            (6) in section 1014--
                    (A) by striking ``the Office of Thrift 
                Supervision''; and
                    (B) by striking ``the Resolution Trust 
                Corporation,''; and
            (7) in section 1032(1)--
                    (A) by striking ``the Resolution Trust 
                Corporation,''; and
                    (B) by striking ``or the Director of the Office of 
                Thrift Supervision''.

[[Page 124 STAT. 1570]]

SEC. 378. TITLE 31, UNITED STATES CODE.

    Title 31, United States Code, is amended--
            (1) in section 321--
                    (A) in subsection (c)--
                          (i) in paragraph (1), by adding ``and'' at the 
                      end;
                          (ii) in paragraph (2), by striking ``; and'' 
                      and inserting a period; and
                          (iii) by striking paragraph (3); and
                    (B) by striking subsection (e); and
            (2) in section 714(a), by striking ``the Office of the 
        Comptroller of the Currency, and the Office of Thrift 
        Supervision.'' and inserting ``and the Office of the Comptroller 
        of the Currency.''.

     TITLE IV--REGULATION <<NOTE: Private Fund Investment Advisers 
Registration Act of 2010.>> OF ADVISERS TO HEDGE FUNDS AND OTHERS
SEC. 401. <<NOTE: 15 USC 80b-20 note.>> SHORT TITLE.

    This title may be cited as the ``Private Fund Investment Advisers 
Registration Act of 2010''.
SEC. 402. DEFINITIONS.

    (a) Investment Advisers Act of 1940 Definitions.--Section 202(a) of 
the Investment Advisers Act of 1940 (15 U.S.C. 80b-2(a)) is amended by 
adding at the end the following:
            ``(29) The term `private fund' means an issuer that would be 
        an investment company, as defined in section 3 of the Investment 
        Company Act of 1940 (15 U.S.C. 80a-3), but for section 3(c)(1) 
        or 3(c)(7) of that Act.
            ``(30) The term `foreign private adviser' means any 
        investment adviser who--
                    ``(A) has no place of business in the United States;
                    ``(B) has, in total, fewer than 15 clients and 
                investors in the United States in private funds advised 
                by the investment adviser;
                    ``(C) has aggregate assets under management 
                attributable to clients in the United States and 
                investors in the United States in private funds advised 
                by the investment adviser of less than $25,000,000, or 
                such higher amount as the Commission may, by rule, deem 
                appropriate in accordance with the purposes of this 
                title; and
                    ``(D) neither--
                          ``(i) holds itself out generally to the public 
                      in the United States as an investment adviser; nor
                          ``(ii) acts as--
                                    ``(I) an investment adviser to any 
                                investment company registered under the 
                                Investment Company Act of 1940; or
                                    ``(II) a company that has elected to 
                                be a business development company 
                                pursuant to section 54 of the Investment 
                                Company Act of 1940 (15 U.S.C. 80a-53), 
                                and has not withdrawn its election.''.

    (b) Other <<NOTE: 15 USC 80b-2 note.>> Definitions.--As used in this 
title, the terms ``investment adviser'' and ``private fund'' have the 
same meanings as in section 202 of the Investment Advisers Act of 1940, 
as amended by this title.

[[Page 124 STAT. 1571]]

SEC. 403. ELIMINATION OF PRIVATE ADVISER EXEMPTION; LIMITED 
                        EXEMPTION FOR FOREIGN PRIVATE ADVISERS; 
                        LIMITED INTRASTATE EXEMPTION.

    Section 203(b) of the Investment Advisers Act of 1940 (15 U.S.C. 
80b-3(b)) is amended--
            (1) in paragraph (1), by inserting ``, other than an 
        investment adviser who acts as an investment adviser to any 
        private fund,'' before ``all of whose'';
            (2) by striking paragraph (3) and inserting the following:
            ``(3) any investment adviser that is a foreign private 
        adviser;''; and
            (3) in paragraph (5), by striking ``or'' at the end;
            (4) in paragraph (6)--
                    (A) by striking ``any investment adviser'' and 
                inserting ``(A) any investment adviser'';
                    (B) by redesignating subparagraphs (A) and (B) as 
                clauses (i) and (ii), respectively; and
                    (C) in clause (ii) (as so redesignated), by striking 
                the period at the end and inserting ``; or''; and
                    (D) by adding at the end the following:

    ``(B) any investment adviser that is registered with the Commodity 
Futures Trading Commission as a commodity trading advisor and advises a 
private fund, provided that, if after the date of enactment of the 
Private Fund Investment Advisers Registration Act of 2010, the business 
of the advisor should become predominately the provision of securities-
related advice, then such adviser shall register with the Commission.''.
            (5) by adding at the end the following:
            ``(7) any investment adviser, other than any entity that has 
        elected to be regulated or is regulated as a business 
        development company pursuant to section 54 of the Investment 
        Company Act of 1940 (15 U.S.C. 80a-54), who solely advises--
                    ``(A) small business investment companies that are 
                licensees under the Small Business Investment Act of 
                1958;
                    ``(B) entities that have received from the Small 
                Business Administration notice to proceed to qualify for 
                a license as a small business investment company under 
                the Small Business Investment Act of 1958, which notice 
                or license has not been revoked; or
                    ``(C) applicants that are affiliated with 1 or more 
                licensed small business investment companies described 
                in subparagraph (A) and that have applied for another 
                license under the Small Business Investment Act of 1958, 
                which application remains pending.''.
SEC. 404. COLLECTION OF SYSTEMIC RISK DATA; REPORTS; EXAMINATIONS; 
                        DISCLOSURES.

    Section 204 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-4) 
is amended--
            (1) by redesignating subsections (b) and (c) as subsections 
        (c) and (d), respectively; and
            (2) by inserting after subsection (a) the following:

    ``(b) Records and Reports of Private Funds.--
            ``(1) In general.--The Commission may require any investment 
        adviser registered under this title--
                    ``(A) to maintain such records of, and file with the 
                Commission such reports regarding, private funds advised

[[Page 124 STAT. 1572]]

                by the investment adviser, as necessary and appropriate 
                in the public interest and for the protection of 
                investors, or for the assessment of systemic risk by the 
                Financial Stability Oversight Council (in this 
                subsection referred to as the `Council'); and
                    ``(B) to provide or make available to the Council 
                those reports or records or the information contained 
                therein.
            ``(2) Treatment of records.--The records and reports of any 
        private fund to which an investment adviser registered under 
        this title provides investment advice shall be deemed to be the 
        records and reports of the investment adviser.
            ``(3) Required information.--The records and reports 
        required to be maintained by an investment adviser and subject 
        to inspection by the Commission under this subsection shall 
        include, for each private fund advised by the investment 
        adviser, a description of--
                    ``(A) the amount of assets under management and use 
                of leverage, including off-balance-sheet leverage;
                    ``(B) counterparty credit risk exposure;
                    ``(C) trading and investment positions;
                    ``(D) valuation policies and practices of the fund;
                    ``(E) types of assets held;
                    ``(F) side arrangements or side letters, whereby 
                certain investors in a fund obtain more favorable rights 
                or entitlements than other investors;
                    ``(G) trading practices; and
                    ``(H) such other information as the Commission, in 
                consultation with the Council, determines is necessary 
                and appropriate in the public interest and for the 
                protection of investors or for the assessment of 
                systemic risk, which may include the establishment of 
                different reporting requirements for different classes 
                of fund advisers, based on the type or size of private 
                fund being advised.
            ``(4) Maintenance of records.--An investment adviser 
        registered under this title shall maintain such records of 
        private funds advised by the investment adviser for such period 
        or periods as the Commission, by rule, may prescribe as 
        necessary and appropriate in the public interest and for the 
        protection of investors, or for the assessment of systemic risk.
            ``(5) Filing of records.--The Commission shall issue rules 
        requiring each investment adviser to a private fund to file 
        reports containing such information as the Commission deems 
        necessary and appropriate in the public interest and for the 
        protection of investors or for the assessment of systemic risk.
            ``(6) Examination of records.--
                    ``(A) Periodic and special examinations.--The 
                Commission--
                          ``(i) shall conduct periodic inspections of 
                      the records of private funds maintained by an 
                      investment adviser registered under this title in 
                      accordance with a schedule established by the 
                      Commission; and
                          ``(ii) may conduct at any time and from time 
                      to time such additional, special, and other 
                      examinations as the Commission may prescribe as 
                      necessary and appropriate in the public interest 
                      and for the protection of investors, or for the 
                      assessment of systemic risk.

[[Page 124 STAT. 1573]]

                    ``(B) Availability of records.--An investment 
                adviser registered under this title shall make available 
                to the Commission any copies or extracts from such 
                records as may be prepared without undue effort, 
                expense, or delay, as the Commission or its 
                representatives may reasonably request.
            ``(7) Information sharing.--
                    ``(A) In general.--The Commission shall make 
                available to the Council copies of all reports, 
                documents, records, and information filed with or 
                provided to the Commission by an investment adviser 
                under this subsection as the Council may consider 
                necessary for the purpose of assessing the systemic risk 
                posed by a private fund.
                    ``(B) Confidentiality.--The Council shall maintain 
                the confidentiality of information received under this 
                paragraph in all such reports, documents, records, and 
                information, in a manner consistent with the level of 
                confidentiality established for the Commission pursuant 
                to paragraph (8). The Council shall be exempt from 
                section 552 of title 5, United States Code, with respect 
                to any information in any report, document, record, or 
                information made available, to the Council under this 
                subsection.''.
            ``(8) Commission confidentiality of reports.--
        Notwithstanding any other provision of law, the Commission may 
        not be compelled to disclose any report or information contained 
        therein required to be filed with the Commission under this 
        subsection, except that nothing in this subsection authorizes 
        the Commission--
                    ``(A) to withhold information from Congress, upon an 
                agreement of confidentiality; or
                    ``(B) prevent the Commission from complying with--
                          ``(i) a request for information from any other 
                      Federal department or agency or any self-
                      regulatory organization requesting the report or 
                      information for purposes within the scope of its 
                      jurisdiction; or
                          ``(ii) an order of a court of the United 
                      States in an action brought by the United States 
                      or the Commission.
            ``(9) Other recipients confidentiality.--Any department, 
        agency, or self-regulatory organization that receives reports or 
        information from the Commission under this subsection shall 
        maintain the confidentiality of such reports, documents, 
        records, and information in a manner consistent with the level 
        of confidentiality established for the Commission under 
        paragraph (8).
            ``(10) Public information exception.--
                    ``(A) In general.--The Commission, the Council, and 
                any other department, agency, or self-regulatory 
                organization that receives information, reports, 
                documents, records, or information from the Commission 
                under this subsection, shall be exempt from the 
                provisions of section 552 of title 5, United States 
                Code, with respect to any such report, document, record, 
                or information. Any proprietary information of an 
                investment adviser ascertained by the Commission from 
                any report required to be filed with the Commission 
                pursuant to this subsection shall be subject to the same 
                limitations on public disclosure as any facts

[[Page 124 STAT. 1574]]

                ascertained during an examination, as provided by 
                section 210(b) of this title.
                    ``(B) Proprietary information.--For purposes of this 
                paragraph, proprietary information includes sensitive, 
                non-public information regarding--
                          ``(i) the investment or trading strategies of 
                      the investment adviser;
                          ``(ii) analytical or research methodologies;
                          ``(iii) trading data;
                          ``(iv) computer hardware or software 
                      containing intellectual property; and
                          ``(v) any additional information that the 
                      Commission determines to be proprietary.
            ``(11) Annual report to congress.--The Commission shall 
        report annually to Congress on how the Commission has used the 
        data collected pursuant to this subsection to monitor the 
        markets for the protection of investors and the integrity of the 
        markets.''.
SEC. 405. DISCLOSURE PROVISION AMENDMENT.

    Section 210(c) of the Investment Advisers Act of 1940 (15 U.S.C. 
80b-10(c)) is amended by inserting before the period at the end the 
following: ``or for purposes of assessment of potential systemic risk''.
SEC. 406. CLARIFICATION OF RULEMAKING AUTHORITY.

    Section 211 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
11) is amended--
            (1) in subsection (a), by inserting before the period at the 
        end of the first sentence the following: ``, including rules and 
        regulations defining technical, trade, and other terms used in 
        this title, except that the Commission may not define the term 
        `client' for purposes of paragraphs (1) and (2) of section 206 
        to include an investor in a private fund managed by an 
        investment adviser, if such private fund has entered into an 
        advisory contract with such adviser''; and
            (2) by adding at the end the following:

    ``(e) Disclosure Rules on Private Funds.--
The <<NOTE: Consultation. Deadline.>> Commission and the Commodity 
Futures Trading Commission shall, after consultation with the Council 
but not later than 12 months after the date of enactment of the Private 
Fund Investment Advisers Registration Act of 2010, jointly promulgate 
rules to establish the form and content of the reports required to be 
filed with the Commission under subsection 204(b) and with the Commodity 
Futures Trading Commission by investment advisers that are registered 
both under this title and the Commodity Exchange Act (7 U.S.C. 1a et 
seq.).''.
SEC. 407. EXEMPTION OF AND REPORTING BY VENTURE CAPITAL FUND 
                        ADVISERS.

    Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) 
is amended by adding at the end the following:
    ``(l) Exemption of Venture Capital Fund Advisers.--No investment 
adviser that acts as an investment adviser solely to 1 or more venture 
capital funds shall be subject to the registration requirements of this 
title with respect to the provision of investment advice relating to a 
venture <<NOTE: Regulations.>> capital fund. Not later than 1 year after 
the date of enactment of this subsection, the Commission

[[Page 124 STAT. 1575]]

shall issue final rules to define the term `venture capital fund' for 
purposes of this subsection. The <<NOTE: Records.>> Commission shall 
require such advisers to maintain such records and provide to the 
Commission such annual or other reports as the Commission determines 
necessary or appropriate in the public interest or for the protection of 
investors.''.
SEC. 408. EXEMPTION OF AND REPORTING BY CERTAIN PRIVATE FUND 
                        ADVISERS.

    Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) 
is amended by adding at the end the following:
    ``(m) Exemption of and Reporting by Certain Private Fund Advisers.--
            ``(1) In general.--The Commission shall provide an exemption 
        from the registration requirements under this section to any 
        investment adviser of private funds, if each of such investment 
        adviser acts solely as an adviser to private funds and has 
        assets under management in the United States of less than 
        $150,000,000.
            ``(2) Reporting.--The <<NOTE: Records.>> Commission shall 
        require investment advisers exempted by reason of this 
        subsection to maintain such records and provide to the 
        Commission such annual or other reports as the Commission 
        determines necessary or appropriate in the public interest or 
        for the protection of investors.

    ``(n) Registration and Examination of Mid-sized Private Fund 
Advisers.--In prescribing <<NOTE: Regulations. Procedures.>> regulations 
to carry out the requirements of this section with respect to investment 
advisers acting as investment advisers to mid-sized private funds, the 
Commission shall take into account the size, governance, and investment 
strategy of such funds to determine whether they pose systemic risk, and 
shall provide for registration and examination procedures with respect 
to the investment advisers of such funds which reflect the level of 
systemic risk posed by such funds.''.
SEC. 409. FAMILY OFFICES.

    (a) In General.--Section 202(a)(11) of the Investment Advisers Act 
of 1940 (15 U.S.C. 80b-2(a)(11)) is amended by striking ``or (G)'' and 
inserting the following: ``; (G) any family office, as defined by rule, 
regulation, or order of the Commission, in accordance with the purposes 
of this title; or (H)''.
    (b) Rulemaking.--The <<NOTE: 15 USC 80b-2 note.>> rules, 
regulations, or orders issued by the Commission pursuant to section 
202(a)(11)(G) of the Investment Advisers Act of 1940, as added by this 
section, regarding the definition of the term ``family office'' shall 
provide for an exemption that--
            (1) is consistent with the previous exemptive policy of the 
        Commission, as reflected in exemptive orders for family offices 
        in effect on the date of enactment of this Act, and the 
        grandfathering provisions in paragraph (3);
            (2) recognizes the range of organizational, management, and 
        employment structures and arrangements employed by family 
        offices; and
            (3) does not exclude any person who was not registered or 
        required to be registered under the Investment Advisers Act of 
        1940 on January 1, 2010 from the definition of the term ``family 
        office'', solely because such person provides investment advice 
        to, and was engaged before January 1, 2010 in providing 
        investment advice to--

[[Page 124 STAT. 1576]]

                    (A) natural persons who, at the time of their 
                applicable investment, are officers, directors, or 
                employees of the family office who--
                          (i) <<NOTE: Deadline.>> have invested with the 
                      family office before January 1, 2010; and
                          (ii) are accredited investors, as defined in 
                      Regulation D of the Commission (or any successor 
                      thereto) under the Securities Act of 1933, or, as 
                      the Commission may prescribe by rule, the 
                      successors-in-interest thereto;
                    (B) any company owned exclusively and controlled by 
                members of the family of the family office, or as the 
                Commission may prescribe by rule;
                    (C) any investment adviser registered under the 
                Investment Adviser Act of 1940 that provides investment 
                advice to the family office and who identifies 
                investment opportunities to the family office, and 
                invests in such transactions on substantially the same 
                terms as the family office invests, but does not invest 
                in other funds advised by the family office, and whose 
                assets as to which the family office directly or 
                indirectly provides investment advice represent, in the 
                aggregate, not more than 5 percent of the value of the 
                total assets as to which the family office provides 
                investment advice.

    (c) Antifraud Authority.--A family office that would not be a family 
office, but for subsection (b)(3), shall be deemed to be an investment 
adviser for the purposes of paragraphs (1), (2) and (4) of section 206 
of the Investment Advisers Act of 1940.
SEC. 410. STATE AND FEDERAL RESPONSIBILITIES; ASSET THRESHOLD FOR 
                        FEDERAL REGISTRATION OF INVESTMENT 
                        ADVISERS.

    Section 203A(a) of the of the Investment Advisers Act of 1940 (15 
U.S.C. 80b-3a(a)) is amended--
            (1) by redesignating paragraph (2) as paragraph (3); and
            (2) by inserting after paragraph (1) the following:
            ``(2) Treatment of mid-sized investment advisers.--
                    ``(A) In general.--No investment adviser described 
                in subparagraph (B) shall register under section 203, 
                unless the investment adviser is an adviser to an 
                investment company registered under the Investment 
                Company Act of 1940, or a company which has elected to 
                be a business development company pursuant to section 54 
                of the Investment Company Act of 1940, and has not 
                withdrawn the election, except that, if by effect of 
                this paragraph an investment adviser would be required 
                to register with 15 or more States, then the adviser may 
                register under section 203.
                    ``(B) Covered persons.--An investment adviser 
                described in this subparagraph is an investment adviser 
                that--
                          ``(i) is required to be registered as an 
                      investment adviser with the securities 
                      commissioner (or any agency or office performing 
                      like functions) of the State in which it maintains 
                      its principal office and place of business and, if 
                      registered, would be subject to examination as an 
                      investment adviser by any such commissioner, 
                      agency, or office; and

[[Page 124 STAT. 1577]]

                          ``(ii) has assets under management between--
                                    ``(I) the amount specified under 
                                subparagraph (A) of paragraph (1), as 
                                such amount may have been adjusted by 
                                the Commission pursuant to that 
                                subparagraph; and
                                    ``(II) $100,000,000, or such higher 
                                amount as the Commission may, by rule, 
                                deem appropriate in accordance with the 
                                purposes of this title.''.
SEC. 411. CUSTODY OF CLIENT ASSETS.

    The Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.) is 
amended by adding at the end the following new section:
``SEC. 223. <<NOTE: 15 USC 80b-18b.>>  CUSTODY OF CLIENT ACCOUNTS.

    ``An investment adviser registered under this title shall take such 
steps to safeguard client assets over which such adviser has custody, 
including, without limitation, verification of such assets by an 
independent public accountant, as the Commission may, by rule, 
prescribe.''.
SEC. 412. COMPTROLLER GENERAL STUDY ON CUSTODY RULE COSTS.

    The Comptroller General of the United States shall--
            (1) conduct a study of--
                    (A) the compliance costs associated with the current 
                Securities and Exchange Commission rules 204-2 (17 
                C.F.R. Parts 275.204-2) and rule 206(4)-2 (17 C.F.R. 
                275.206(4)-2) under the Investment Advisers Act of 1940 
                regarding custody of funds or securities of clients by 
                investment advisers; and
                    (B) the additional costs if subsection (b)(6) of 
                rule 206(4)-2 (17 C.F.R. 275.206(4)-2(b)(6)) relating to 
                operational independence were eliminated; and
            (2) <<NOTE: Reports. Deadline.>> submit a report to the 
        Committee on Banking, Housing, and Urban Affairs of the Senate 
        and the Committee on Financial Services of the House of 
        Representatives on the results of such study, not later than 3 
        years after the date of enactment of this Act.
SEC. 413. <<NOTE: 15 USC 77b note.>> ADJUSTING THE ACCREDITED 
                        INVESTOR STANDARD.

    (a) In General.--The Commission shall adjust any net worth standard 
for an accredited investor, as set forth in the rules of the Commission 
under the Securities Act of 1933, so that the individual net worth of 
any natural person, or joint net worth with the spouse of that person, 
at the time of purchase, is more than $1,000,000 (as such amount is 
adjusted periodically by rule of the Commission), excluding the value of 
the primary residence of such natural person, except that during the 4-
year period that begins on the date of enactment of this Act, any net 
worth standard shall be $1,000,000, excluding the value of the primary 
residence of such natural person.
    (b) Review and Adjustment.--
            (1) Initial review and adjustment.--
                    (A) Initial review.--The Commission may undertake a 
                review of the definition of the term ``accredited 
                investor'', as such term applies to natural persons, to 
                determine whether the requirements of the definition, 
                excluding the requirement relating to the net worth 
                standard described in subsection (a), should be adjusted 
                or modified for the

[[Page 124 STAT. 1578]]

                protection of investors, in the public interest, and in 
                light of the economy.
                    (B) Adjustment or modification.--Upon completion of 
                a review under subparagraph (A), the Commission may, by 
                notice and comment rulemaking, make such adjustments to 
                the definition of the term ``accredited investor'', 
                excluding adjusting or modifying the requirement 
                relating to the net worth standard described in 
                subsection (a), as such term applies to natural persons, 
                as the Commission may deem appropriate for the 
                protection of investors, in the public interest, and in 
                light of the economy.
            (2) Subsequent reviews and adjustment.--
                    (A) Subsequent reviews. <<NOTE: Deadlines.>> --Not 
                earlier than 4 years after the date of enactment of this 
                Act, and not less frequently than once every 4 years 
                thereafter, the Commission shall undertake a review of 
                the definition, in its entirety, of the term 
                ``accredited investor'', as defined in section 230.215 
                of title 17, Code of Federal Regulations, or any 
                successor thereto, as such term applies to natural 
                persons, to determine whether the requirements of the 
                definition should be adjusted or modified for the 
                protection of investors, in the public interest, and in 
                light of the economy.
                    (B) Adjustment or modification.--Upon completion of 
                a review under subparagraph (A), the Commission may, by 
                notice and comment rulemaking, make such adjustments to 
                the definition of the term ``accredited investor'', as 
                defined in section 230.215 of title 17, Code of Federal 
                Regulations, or any successor thereto, as such term 
                applies to natural persons, as the Commission may deem 
                appropriate for the protection of investors, in the 
                public interest, and in light of the economy.
SEC. 414. RULE OF CONSTRUCTION RELATING TO THE COMMODITIES 
                        EXCHANGE ACT.

    The Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.) is 
further amended by adding at the end the following new section:
``SEC. 224. <<NOTE: 15 USC 80b-18c.>>  RULE OF CONSTRUCTION 
                        RELATING TO THE COMMODITIES EXCHANGE ACT.

    ``Nothing in this title shall relieve any person of any obligation 
or duty, or affect the availability of any right or remedy available to 
the Commodity Futures Trading Commission or any private party, arising 
under the Commodity Exchange Act (7 U.S.C. 1 et seq.) governing 
commodity pools, commodity pool operators, or commodity trading 
advisors.''.
SEC. 415. GAO STUDY AND REPORT ON ACCREDITED INVESTORS.

    The Comptroller General of the United States shall conduct a study 
on the appropriate criteria for determining the financial thresholds or 
other criteria needed to qualify for accredited investor status and 
eligibility to invest in private funds, and shall submit a report to the 
Committee on Banking, Housing, and Urban Affairs of the Senate and the 
Committee on Financial Services of the House of Representatives on the 
results of such study not later than 3 years after the date of enactment 
of this Act.

[[Page 124 STAT. 1579]]

SEC. 416. GAO STUDY ON SELF-REGULATORY ORGANIZATION FOR PRIVATE 
                        FUNDS.

    The Comptroller General of the United States shall--
            (1) conduct a study of the feasibility of forming a self-
        regulatory organization to oversee private funds; and
            (2) <<NOTE: Reports. Deadline.>> submit a report to the 
        Committee on Banking, Housing, and Urban Affairs of the Senate 
        and the Committee on Financial Services of the House of 
        Representatives on the results of such study, not later than 1 
        year after the date of enactment of this Act.
SEC. 417. COMMISSION STUDY AND REPORT ON SHORT SELLING.

    (a) Studies.--The Division of Risk, Strategy, and Financial 
Innovation of the Commission shall conduct--
            (1) a study, taking into account current scholarship, on the 
        state of short selling on national securities exchanges and in 
        the over-the-counter markets, with particular attention to the 
        impact of recent rule changes and the incidence of--
                    (A) the failure to deliver shares sold short; or
                    (B) delivery of shares on the fourth day following 
                the short sale transaction; and
            (2) a study of--
                    (A) the feasibility, benefits, and costs of 
                requiring reporting publicly, in real time short sale 
                positions of publicly listed securities, or, in the 
                alternative, reporting such short positions in real time 
                only to the Commission and the Financial Industry 
                Regulatory Authority; and
                    (B) the feasibility, benefits, and costs of 
                conducting a voluntary pilot program in which public 
                companies will agree to have all trades of their shares 
                marked ``short'', ``market maker short'', ``buy'', 
                ``buy-to-cover'', or ``long'', and reported in real time 
                through the Consolidated Tape.

    (b) Reports.--The Commission shall submit a report to the Committee 
on Banking, Housing, and Urban Affairs of the Senate and the Committee 
on Financial Services of the House of Representatives--
            (1) on the results of the study required under subsection 
        (a)(1), including recommendations for market improvements, not 
        later than 2 years after the date of enactment of this Act; and
            (2) on the results of the study required under subsection 
        (a)(2), not later than 1 year after the date of enactment of 
        this Act.
SEC. 418. QUALIFIED CLIENT STANDARD.

    Section 205(e) of the Investment Advisers Act of 1940 (15 U.S.C. 
80b-5(e)) is amended by adding at the end the following: ``With 
respect <<NOTE: Order. Deadlines.>>  to any factor used in any rule or 
regulation by the Commission in making a determination under this 
subsection, if the Commission uses a dollar amount test in connection 
with such factor, such as a net asset threshold, the Commission shall, 
by order, not later than 1 year after the date of enactment of the 
Private Fund Investment Advisers Registration Act of 2010, and every 5 
years thereafter, adjust for the effects of inflation on such test. Any 
such adjustment that is not a multiple of $100,000 shall be rounded to 
the nearest multiple of $100,000.''.

[[Page 124 STAT. 1580]]

SEC. 419. <<NOTE: 15 USC 80b-2 note. Effective date.>>  TRANSITION 
                        PERIOD.

    Except as otherwise provided in this title, this title and the 
amendments made by this title shall become effective 1 year after the 
date of enactment of this Act, except that any investment adviser may, 
at the discretion of the investment adviser, register with the 
Commission under the Investment Advisers Act of 1940 during that 1-year 
period, subject to the rules of the Commission.

                           TITLE V--INSURANCE

   Subtitle <<NOTE: Federal Insurance Office Act of 2010. 31 USC 301 
note.>>  A--Federal Insurance Office
SEC. 501. SHORT TITLE.

    This subtitle may be cited as the ``Federal Insurance Office Act of 
2010''.
SEC. 502. FEDERAL INSURANCE OFFICE.

    (a) Establishment of Office.--Subchapter I of chapter 3 of subtitle 
I of title 31, United States Code, is amended--
            (1) by redesignating section 312 as section 315;
            (2) by redesignating section 313 as section 312; and
            (3) by inserting after section 312 (as so redesignated) the 
        following new sections:
``SEC. 313. FEDERAL INSURANCE OFFICE.

    ``(a) Establishment.--There is established within the Department of 
the Treasury the Federal Insurance Office.
    ``(b) Leadership.--The Office shall be headed by a Director, who 
shall be appointed by the Secretary of the Treasury. The position of 
Director shall be a career reserved position in the Senior Executive 
Service, as that position is defined under section 3132 of title 5, 
United States Code.
    ``(c) Functions.--
            ``(1) Authority pursuant to direction of secretary.--The 
        Office, pursuant to the direction of the Secretary, shall have 
        the authority--
                    ``(A) to monitor all aspects of the insurance 
                industry, including identifying issues or gaps in the 
                regulation of insurers that could contribute to a 
                systemic crisis in the insurance industry or the United 
                States financial system;
                    ``(B) to monitor the extent to which traditionally 
                underserved communities and consumers, minorities (as 
                such term is defined in section 1204(c) of the Financial 
                Institutions Reform, Recovery, and Enforcement Act of 
                1989 (12 U.S.C. 1811 note)), and low- and moderate-
                income persons have access to affordable insurance 
                products regarding all lines of insurance, except health 
                insurance;
                    ``(C) to recommend to the Financial Stability 
                Oversight Council that it designate an insurer, 
                including the affiliates of such insurer, as an entity 
                subject to regulation as a nonbank financial company 
                supervised by the Board of Governors pursuant to title I 
                of the Dodd-Frank Wall Street Reform and Consumer 
                Protection Act;
                    ``(D) to assist the Secretary in administering the 
                Terrorism Insurance Program established in the 
                Department

[[Page 124 STAT. 1581]]

                of the Treasury under the Terrorism Risk Insurance Act 
                of 2002 (15 U.S.C. 6701 note);
                    ``(E) to coordinate Federal efforts and develop 
                Federal policy on prudential aspects of international 
                insurance matters, including representing the United 
                States, as appropriate, in the International Association 
                of Insurance Supervisors (or a successor entity) and 
                assisting the Secretary in negotiating covered 
                agreements (as such term is defined in subsection (r));
                    ``(F) to determine, in accordance with subsection 
                (f), whether State insurance measures are preempted by 
                covered agreements;
                    ``(G) to consult with the States (including State 
                insurance regulators) regarding insurance matters of 
                national importance and prudential insurance matters of 
                international importance; and
                    ``(H) to perform such other related duties and 
                authorities as may be assigned to the Office by the 
                Secretary.
            ``(2) Advisory functions.--The Office shall advise the 
        Secretary on major domestic and prudential international 
        insurance policy issues.
            ``(3) Advisory capacity on council.--The Director shall 
        serve in an advisory capacity on the Financial Stability 
        Oversight Council established under the Financial Stability Act 
        of 2010.

    ``(d) Scope.--The authority of the Office shall extend to all lines 
of insurance except--
            ``(1) health insurance, as determined by the Secretary in 
        coordination with the Secretary of Health and Human Services 
        based on section 2791 of the Public Health Service Act (42 
        U.S.C. 300gg-91);
            ``(2) long-term care insurance, except long-term care 
        insurance that is included with life or annuity insurance 
        components, as determined by the Secretary in coordination with 
        the Secretary of Health and Human Services, and in the case of 
        long-term care insurance that is included with such components, 
        the Secretary shall coordinate with the Secretary of Health and 
        Human Services in performing the functions of the Office; and
            ``(3) crop insurance, as established by the Federal Crop 
        Insurance Act (7 U.S.C. 1501 et seq.).

    ``(e) Gathering of Information.--
            ``(1) In general.--In carrying out the functions required 
        under subsection (c), the Office may--
                    ``(A) receive and collect data and information on 
                and from the insurance industry and insurers;
                    ``(B) enter into information-sharing agreements;
                    ``(C) analyze and disseminate data and information; 
                and
                    ``(D) issue reports regarding all lines of insurance 
                except health insurance.
            ``(2) Collection of information from insurers and 
        affiliates.--
                    ``(A) In general.--Except as provided in paragraph 
                (3), the Office may require an insurer, or any affiliate 
                of an insurer, to submit such data or information as the

[[Page 124 STAT. 1582]]

                Office may reasonably require in carrying out the 
                functions described under subsection (c).
                    ``(B) Rule of construction.--Notwithstanding any 
                other provision of this section, for purposes of 
                subparagraph (A), the term `insurer' means any entity 
                that writes insurance or reinsures risks and issues 
                contracts or policies in 1 or more States.
            ``(3) Exception for small insurers.--Paragraph (2) shall not 
        apply with respect to any insurer or affiliate thereof that 
        meets a minimum size threshold that the Office may establish, 
        whether by order or rule.
            ``(4) Advance coordination.--Before collecting any data or 
        information under paragraph (2) from an insurer, or affiliate of 
        an insurer, the Office shall coordinate with each relevant 
        Federal agency and State insurance regulator (or other relevant 
        Federal or State regulatory agency, if any, in the case of an 
        affiliate of an insurer) and any publicly available sources to 
        determine if the information to be collected is available from, 
        and may be obtained in a timely manner by, such Federal agency 
        or State insurance regulator, individually or collectively, 
        other regulatory agency, or publicly available sources. If the 
        Director determines that such data or information is available, 
        and may be obtained in a timely manner, from such an agency, 
        regulator, regulatory agency, or source, the Director shall 
        obtain the data or information from such agency, regulator, 
        regulatory agency, or source. If the Director determines that 
        such data or information is not so available, the Director may 
        collect such data or information from an insurer (or affiliate) 
        only if the Director complies with the requirements of 
        subchapter I of chapter 35 of title 44, United States Code 
        (relating to Federal information policy; commonly known as the 
        Paperwork Reduction Act), in collecting such data or 
        information. Notwithstanding any other provision of law, each 
        such relevant Federal agency and State insurance regulator or 
        other Federal or State regulatory agency is authorized to 
        provide to the Office such data or information.
            ``(5) Confidentiality.--
                    ``(A) Retention of privilege.--The submission of any 
                nonpublicly available data and information to the Office 
                under this subsection shall not constitute a waiver of, 
                or otherwise affect, any privilege arising under Federal 
                or State law (including the rules of any Federal or 
                State court) to which the data or information is 
                otherwise subject.
                    ``(B) Continued application of prior confidentiality 
                agreements.--Any requirement under Federal or State law 
                to the extent otherwise applicable, or any requirement 
                pursuant to a written agreement in effect between the 
                original source of any nonpublicly available data or 
                information and the source of such data or information 
                to the Office, regarding the privacy or confidentiality 
                of any data or information in the possession of the 
                source to the Office, shall continue to apply to such 
                data or information after the data or information has 
                been provided pursuant to this subsection to the Office.
                    ``(C) Information-sharing agreement.--Any data or 
                information obtained by the Office may be made available

[[Page 124 STAT. 1583]]

                to State insurance regulators, individually or 
                collectively, through an information-sharing agreement 
                that--
                          ``(i) shall comply with applicable Federal 
                      law; and
                          ``(ii) shall not constitute a waiver of, or 
                      otherwise affect, any privilege under Federal or 
                      State law (including the rules of any Federal or 
                      State court) to which the data or information is 
                      otherwise subject.
                    ``(D) Agency disclosure requirements.--Section 552 
                of title 5, United States Code, shall apply to any data 
                or information submitted to the Office by an insurer or 
                an affiliate of an insurer.
            ``(6) Subpoenas and enforcement.--The Director shall have 
        the power to require by subpoena the production of the data or 
        information requested under paragraph (2), but only upon a 
        written finding by the Director that such data or information is 
        required to carry out the functions described under subsection 
        (c) and that the Office has coordinated with such regulator or 
        agency as required under paragraph (4). Subpoenas shall bear the 
        signature of the Director and shall be served by any person or 
        class of persons designated by the Director for that purpose. In 
        the case of contumacy or failure to obey a subpoena, the 
        subpoena shall be enforceable by order of any appropriate 
        district court of the United States. Any failure to obey the 
        order of the court may be punished by the court as a contempt of 
        court.

    ``(f) Preemption of State Insurance Measures.--
            ``(1) Standard.--A State insurance measure shall be 
        preempted pursuant to this section or section 314 if, and only 
        to the extent that the Director determines, in accordance with 
        this subsection, that the measure--
                    ``(A) results in less favorable treatment of a non-
                United States insurer domiciled in a foreign 
                jurisdiction that is subject to a covered agreement than 
                a United States insurer domiciled, licensed, or 
                otherwise admitted in that State; and
                    ``(B) is inconsistent with a covered agreement.
            ``(2) Determination.--
                    ``(A) Notice of potential inconsistency.--Before 
                making any determination under paragraph (1), the 
                Director shall--
                          ``(i) notify and consult with the appropriate 
                      State regarding any potential inconsistency or 
                      preemption;
                          ``(ii) notify and consult with the United 
                      States Trade Representative regarding any 
                      potential inconsistency or preemption;
                          ``(iii) <<NOTE: Federal Register, 
                      publication.>>  cause to be published in the 
                      Federal Register notice of the issue regarding the 
                      potential inconsistency or preemption, including a 
                      description of each State insurance measure at 
                      issue and any applicable covered agreement;
                          ``(iv) <<NOTE: Comments.>> provide interested 
                      parties a reasonable opportunity to submit written 
                      comments to the Office; and
                          ``(v) consider any comments received.
                    ``(B) Scope of review.--For purposes of this 
                subsection, any determination of the Director regarding 
                State insurance measures, and any preemption under 
                paragraph (1) as a result of such determination, shall 
                be limited

[[Page 124 STAT. 1584]]

                to the subject matter contained within the covered 
                agreement involved and shall achieve a level of 
                protection for insurance or reinsurance consumers that 
                is substantially equivalent to the level of protection 
                achieved under State insurance or reinsurance 
                regulation.
                    ``(C) Notice of determination of inconsistency.--
                Upon making any determination under paragraph (1), the 
                Director shall--
                          ``(i) notify the appropriate State of the 
                      determination and the extent of the inconsistency;
                          ``(ii) establish a reasonable period of time, 
                      which shall not be less than 30 days, before the 
                      determination shall become effective; and
                          ``(iii) notify the Committees on Financial 
                      Services and Ways and Means of the House of 
                      Representatives and the Committees on Banking, 
                      Housing, and Urban Affairs and Finance of the 
                      Senate.
            ``(3) Notice of effectiveness.--Upon the conclusion of the 
        period referred to in paragraph (2)(C)(ii), if the basis for 
        such determination still exists, the determination shall become 
        effective and the Director shall--
                    ``(A) cause to be published a notice in the Federal 
                Register that the preemption has become effective, as 
                well as the effective date; and
                    ``(B) notify the appropriate State.
            ``(4) Limitation.--No State may enforce a State insurance 
        measure to the extent that such measure has been preempted under 
        this subsection.

    ``(g) Applicability of Administrative Procedures Act.--
Determinations of inconsistency made pursuant to subsection (f)(2) shall 
be subject to the applicable provisions of subchapter II of chapter 5 of 
title 5, United States Code (relating to administrative procedure), and 
chapter 7 of such title (relating to judicial review), except that in 
any action for judicial review of a determination of inconsistency, the 
court shall determine the matter de novo.
    ``(h) Regulations, Policies, and Procedures.--The Secretary may 
issue orders, regulations, policies, and procedures to implement this 
section.
    ``(i) Consultation.--The Director shall consult with State insurance 
regulators, individually or collectively, to the extent the Director 
determines appropriate, in carrying out the functions of the Office.
    ``(j) Savings Provisions.--Nothing in this section shall--
            ``(1) preempt--
                    ``(A) any State insurance measure that governs any 
                insurer's rates, premiums, underwriting, or sales 
                practices;
                    ``(B) any State coverage requirements for insurance;
                    ``(C) the application of the antitrust laws of any 
                State to the business of insurance; or
                    ``(D) any State insurance measure governing the 
                capital or solvency of an insurer, except to the extent 
                that such State insurance measure results in less 
                favorable treatment of a non-United State insurer than a 
                United States insurer;
            ``(2) be construed to alter, amend, or limit any provision 
        of the Consumer Financial Protection Agency Act of 2010; or
            ``(3) affect the preemption of any State insurance measure 
        otherwise inconsistent with and preempted by Federal law.

[[Page 124 STAT. 1585]]

    ``(k) Retention of Existing State Regulatory Authority.--Nothing in 
this section or section 314 shall be construed to establish or provide 
the Office or the Department of the Treasury with general supervisory or 
regulatory authority over the business of insurance.
    ``(l) Retention of Authority of Federal Financial Regulatory 
Agencies.--Nothing in this section or section 314 shall be construed to 
limit the authority of any Federal financial regulatory agency, 
including the authority to develop and coordinate policy, negotiate, and 
enter into agreements with foreign governments, authorities, regulators, 
and multinational regulatory committees and to preempt State measures to 
affect uniformity with international regulatory agreements.
    ``(m) Retention of Authority of United States Trade 
Representative.--Nothing in this section or section 314 shall be 
construed to affect the authority of the Office of the United States 
Trade Representative pursuant to section 141 of the Trade Act of 1974 
(19 U.S.C. 2171) or any other provision of law, including authority over 
the development and coordination of United States international trade 
policy and the administration of the United States trade agreements 
program.
    ``(n) Annual Reports to Congress.--
            ``(1) Section 313(f) reports.--Beginning September 30, 2011, 
        the Director shall submit a report on or before September 30 of 
        each calendar year to the President and to the Committees on 
        Financial Services and Ways and Means of the House of 
        Representatives and the Committees on Banking, Housing, and 
        Urban Affairs and Finance of the Senate on any actions taken by 
        the Office pursuant to subsection (f) (regarding preemption of 
        inconsistent State insurance measures).
            ``(2) Insurance industry.--Beginning September 30, 2011, the 
        Director shall submit a report on or before September 30 of each 
        calendar year to the President and to the Committee on Financial 
        Services of the House of Representatives and the Committee on 
        Banking, Housing, and Urban Affairs of the Senate on the 
        insurance industry and any other information as deemed relevant 
        by the Director or requested by such Committees.

    ``(o) Reports on U.S. and Global Reinsurance Market.--The Director 
shall submit to the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, Housing, and Urban Affairs 
of the Senate--
            ``(1) a report received not later than September 30, 2012, 
        describing the breadth and scope of the global reinsurance 
        market and the critical role such market plays in supporting 
        insurance in the United States; and
            ``(2) a report received not later than January 1, 2013, and 
        updated not later than January 1, 2015, describing the impact of 
        part II of the Nonadmitted and Reinsurance Reform Act of 2010 on 
        the ability of State regulators to access reinsurance 
        information for regulated companies in their jurisdictions.

    ``(p) Study and Report on Regulation of Insurance.--
            ``(1) In general.--Not later than 18 months after the date 
        of enactment of this section, the Director shall conduct a study 
        and submit a report to Congress on how to modernize and improve 
        the system of insurance regulation in the United States.

[[Page 124 STAT. 1586]]

            ``(2) Considerations.--The study and report required under 
        paragraph (1) shall be based on and guided by the following 
        considerations:
                    ``(A) Systemic risk regulation with respect to 
                insurance.
                    ``(B) Capital standards and the relationship between 
                capital allocation and liabilities, including standards 
                relating to liquidity and duration risk.
                    ``(C) Consumer protection for insurance products and 
                practices, including gaps in State regulation.
                    ``(D) The degree of national uniformity of State 
                insurance regulation.
                    ``(E) The regulation of insurance companies and 
                affiliates on a consolidated basis.
                    ``(F) International coordination of insurance 
                regulation.
            ``(3) Additional factors.--The study and report required 
        under paragraph (1) shall also examine the following factors:
                    ``(A) The costs and benefits of potential Federal 
                regulation of insurance across various lines of 
                insurance (except health insurance).
                    ``(B) The feasibility of regulating only certain 
                lines of insurance at the Federal level, while leaving 
                other lines of insurance to be regulated at the State 
                level.
                    ``(C) The ability of any potential Federal 
                regulation or Federal regulators to eliminate or 
                minimize regulatory arbitrage.
                    ``(D) The impact that developments in the regulation 
                of insurance in foreign jurisdictions might have on the 
                potential Federal regulation of insurance.
                    ``(E) The ability of any potential Federal 
                regulation or Federal regulator to provide robust 
                consumer protection for policyholders.
                    ``(F) The potential consequences of subjecting 
                insurance companies to a Federal resolution authority, 
                including the effects of any Federal resolution 
                authority--
                          ``(i) on the operation of State insurance 
                      guaranty fund systems, including the loss of 
                      guaranty fund coverage if an insurance company is 
                      subject to a Federal resolution authority;
                          ``(ii) on policyholder protection, including 
                      the loss of the priority status of policyholder 
                      claims over other unsecured general creditor 
                      claims;
                          ``(iii) in the case of life insurance 
                      companies, on the loss of the special status of 
                      separate account assets and separate account 
                      liabilities; and
                          ``(iv) on the international competitiveness of 
                      insurance companies.
                    ``(G) Such other factors as the Director determines 
                necessary or appropriate, consistent with the principles 
                set forth in paragraph (2).
            ``(4) Required recommendations.--The study and report 
        required under paragraph (1) shall also contain any legislative, 
        administrative, or regulatory recommendations, as the Director 
        determines appropriate, to carry out or effectuate the findings 
        set forth in such report.
            ``(5) Consultation.--With respect to the study and report 
        required under paragraph (1), the Director shall consult with

[[Page 124 STAT. 1587]]

        the State insurance regulators, consumer organizations, 
        representatives of the insurance industry and policyholders, and 
        other organizations and experts, as appropriate.

    ``(q) Use of Existing Resources.--To carry out this section, the 
Office may employ personnel, facilities, and any other resource of the 
Department of the Treasury available to the Secretary and the Secretary 
shall dedicate specific personnel to the Office.
    ``(r) Definitions.--In this section and section 314, the following 
definitions shall apply:
            ``(1) Affiliate.--The term `affiliate' means, with respect 
        to an insurer, any person who controls, is controlled by, or is 
        under common control with the insurer.
            ``(2) Covered agreement.--The term `covered agreement' means 
        a written bilateral or multilateral agreement regarding 
        prudential measures with respect to the business of insurance or 
        reinsurance that--
                    ``(A) is entered into between the United States and 
                one or more foreign governments, authorities, or 
                regulatory entities; and
                    ``(B) relates to the recognition of prudential 
                measures with respect to the business of insurance or 
                reinsurance that achieves a level of protection for 
                insurance or reinsurance consumers that is substantially 
                equivalent to the level of protection achieved under 
                State insurance or reinsurance regulation.
            ``(3) Insurer.--The term `insurer' means any person engaged 
        in the business of insurance, including reinsurance.
            ``(4) Federal financial regulatory agency.--The term 
        `Federal financial regulatory agency' means the Department of 
        the Treasury, the Board of Governors of the Federal Reserve 
        System, the Office of the Comptroller of the Currency, the 
        Office of Thrift Supervision, the Securities and Exchange 
        Commission, the Commodity Futures Trading Commission, the 
        Federal Deposit Insurance Corporation, the Federal Housing 
        Finance Agency, or the National Credit Union Administration.
            ``(5) Non-united states insurer.--The term `non-United 
        States insurer' means an insurer that is organized under the 
        laws of a jurisdiction other than a State, but does not include 
        any United States branch of such an insurer.
            ``(6) Office.--The term `Office' means the Federal Insurance 
        Office established by this section.
            ``(7) State insurance measure.--The term `State insurance 
        measure' means any State law, regulation, administrative ruling, 
        bulletin, guideline, or practice relating to or affecting 
        prudential measures applicable to insurance or reinsurance.
            ``(8) State insurance regulator.--The term `State insurance 
        regulator' means any State regulatory authority responsible for 
        the supervision of insurers.
            ``(9) Substantially equivalent to the level of protection 
        achieved.--The term `substantially equivalent to the level of 
        protection achieved' means the prudential measures of a foreign 
        government, authority, or regulatory entity achieve a similar 
        outcome in consumer protection as the outcome achieved under 
        State insurance or reinsurance regulation.
            ``(10) United states insurer.--The term `United States 
        insurer' means--

[[Page 124 STAT. 1588]]

                    ``(A) an insurer that is organized under the laws of 
                a State; or
                    ``(B) a United States branch of a non-United States 
                insurer.

    ``(s) Authorization of Appropriations.--There are authorized to be 
appropriated for the Office for each fiscal year such sums as may be 
necessary.
``SEC. 314. COVERED AGREEMENTS.

    ``(a) Authority.--The Secretary and the United States Trade 
Representative are authorized, jointly, to negotiate and enter into 
covered agreements on behalf of the United States.
    ``(b) Requirements for Consultation With Congress.--
            ``(1) In general.--Before initiating negotiations to enter 
        into a covered agreement under subsection (a), during such 
        negotiations, and before entering into any such agreement, the 
        Secretary and the United States Trade Representative shall 
        jointly consult with the Committee on Financial Services and the 
        Committee on Ways and Means of the House of Representatives and 
        the Committee on Banking, Housing, and Urban Affairs and the 
        Committee on Finance of the Senate.
            ``(2) Scope.--The consultation described in paragraph (1) 
        shall include consultation with respect to--
                    ``(A) the nature of the agreement;
                    ``(B) how and to what extent the agreement will 
                achieve the applicable purposes, policies, priorities, 
                and objectives of section 313 and this section; and
                    ``(C) the implementation of the agreement, including 
                the general effect of the agreement on existing State 
                laws.

    ``(c) Submission and Layover Provisions.--A covered agreement under 
subsection (a) may enter into force with respect to the United States 
only if--
            ``(1) the Secretary and the United States Trade 
        Representative jointly submit to the congressional committees 
        specified in subsection (b)(1), on a day on which both Houses of 
        Congress are in session, a copy of the final legal text of the 
        agreement; and
            ``(2) <<NOTE: Time period.>> a period of 90 calendar days 
        beginning on the date on which the copy of the final legal text 
        of the agreement is submitted to the congressional committees 
        under paragraph (1) has expired.''.

    (b) Duties of Secretary.--Section 321(a) of title 31, United States 
Code, is amended--
            (1) in paragraph (7), by striking ``; and'' and inserting a 
        semicolon;
            (2) in paragraph (8)(C), by striking the period at the end 
        and inserting ``; and''; and
            (3) by adding at the end the following new paragraph:
            ``(9) advise the President on major domestic and 
        international prudential policy issues in connection with all 
        lines of insurance except health insurance.''.

    (c) Clerical Amendment.--The table of sections for subchapter I of 
chapter 3 of title 31, United States Code, is amended by striking the 
item relating to section 312 and inserting the following new items:

``Sec. 312. Terrorism and financial intelligence.
``Sec. 313. Federal Insurance Office.

[[Page 124 STAT. 1589]]

``Sec. 314. Covered agreements.
``Sec. 315. Continuing in office.''.

Subtitle <<NOTE: Nonadmitted and Reinsurance Reform Act of 2010. 15 USC 
8201 note.>>  B--State-Based Insurance Reform
SEC. 511. SHORT TITLE.

    This subtitle may be cited as the ``Nonadmitted and Reinsurance 
Reform Act of 2010''.
SEC. 512. <<NOTE: 15 USC 8201 note.>>  EFFECTIVE DATE.

    Except as otherwise specifically provided in this subtitle, this 
subtitle shall take effect upon the expiration of the 12-month period 
beginning on the date of the enactment of this subtitle.

                      PART I--NONADMITTED INSURANCE

SEC. 521. <<NOTE: 15 USC 8201.>> REPORTING, PAYMENT, AND 
                        ALLOCATION OF PREMIUM TAXES.

    (a) Home State's Exclusive Authority.--No State other than the home 
State of an insured may require any premium tax payment for nonadmitted 
insurance.
    (b) Allocation of Nonadmitted Premium Taxes.--
            (1) In general.--The States may enter into a compact or 
        otherwise establish procedures to allocate among the States the 
        premium taxes paid to an insured's home State described in 
        subsection (a).
            (2) <<NOTE: Applicability.>> Effective date.--Except as 
        expressly otherwise provided in such compact or other 
        procedures, any such compact or other procedures--
                    (A) if adopted on or before the expiration of the 
                330-day period that begins on the date of the enactment 
                of this subtitle, shall apply to any premium taxes that, 
                on or after such date of enactment, are required to be 
                paid to any State that is subject to such compact or 
                procedures; and
                    (B) if adopted after the expiration of such 330-day 
                period, shall apply to any premium taxes that, on or 
                after January 1 of the first calendar year that begins 
                after the expiration of such 330-day period, are 
                required to be paid to any State that is subject to such 
                compact or procedures.
            (3) Report.--Upon the expiration of the 330-day period 
        referred to in paragraph (2), the NAIC may submit a report to 
        the Committee on Financial Services and the Committee on the 
        Judiciary of the House of Representatives and the Committee on 
        Banking, Housing, and Urban Affairs of the Senate identifying 
        and describing any compact or other procedures for allocation 
        among the States of premium taxes that have been adopted during 
        such period by any States.
            (4) Nationwide system.--The Congress intends that each State 
        adopt nationwide uniform requirements, forms, and procedures, 
        such as an interstate compact, that provide for the reporting, 
        payment, collection, and allocation of premium taxes for 
        nonadmitted insurance consistent with this section.

    (c) Allocation Based on Tax Allocation Report.--To facilitate the 
payment of premium taxes among the States, an insured's home State may 
require surplus lines brokers and insureds who

[[Page 124 STAT. 1590]]

have independently procured insurance to annually file tax allocation 
reports with the insured's home State detailing the portion of the 
nonadmitted insurance policy premium or premiums attributable to 
properties, risks, or exposures located in each State. The filing of a 
nonadmitted insurance tax allocation report and the payment of tax may 
be made by a person authorized by the insured to act as its agent.
SEC. 522. <<NOTE: 15 USC 8202.>> REGULATION OF NONADMITTED 
                        INSURANCE BY INSURED'S HOME STATE.

    (a) Home State Authority.--Except as otherwise provided in this 
section, the placement of nonadmitted insurance shall be subject to the 
statutory and regulatory requirements solely of the insured's home 
State.
    (b) Broker Licensing.--No State other than an insured's home State 
may require a surplus lines broker to be licensed in order to sell, 
solicit, or negotiate nonadmitted insurance with respect to such 
insured.
    (c) Enforcement Provision.--With respect to section 521 and 
subsections (a) and (b) of this section, any law, regulation, provision, 
or action of any State that applies or purports to apply to nonadmitted 
insurance sold to, solicited by, or negotiated with an insured whose 
home State is another State shall be preempted with respect to such 
application.
    (d) Workers' Compensation Exception.--This section may not be 
construed to preempt any State law, rule, or regulation that restricts 
the placement of workers' compensation insurance or excess insurance for 
self-funded workers' compensation plans with a nonadmitted insurer.
SEC. 523. <<NOTE: 15 USC 8203.>> PARTICIPATION IN NATIONAL 
                        PRODUCER DATABASE.

     <<NOTE: Time period.>> After the expiration of the 2-year period 
beginning on the date of the enactment of this subtitle, a State may not 
collect any fees relating to licensing of an individual or entity as a 
surplus lines broker in the State unless the State has in effect at such 
time laws or regulations that provide for participation by the State in 
the national insurance producer database of the NAIC, or any other 
equivalent uniform national database, for the licensure of surplus lines 
brokers and the renewal of such licenses.
SEC. 524. <<NOTE: 15 USC 8204.>>  UNIFORM STANDARDS FOR SURPLUS 
                        LINES ELIGIBILITY.

    A State may not--
            (1) impose eligibility requirements on, or otherwise 
        establish eligibility criteria for, nonadmitted insurers 
        domiciled in a United States jurisdiction, except in conformance 
        with such requirements and criteria in sections 5A(2) and 
        5C(2)(a) of the Non-Admitted Insurance Model Act, unless the 
        State has adopted nationwide uniform requirements, forms, and 
        procedures developed in accordance with section 521(b) of this 
        subtitle that include alternative nationwide uniform eligibility 
        requirements; or
            (2) prohibit a surplus lines broker from placing nonadmitted 
        insurance with, or procuring nonadmitted insurance from, a 
        nonadmitted insurer domiciled outside the United States that is 
        listed on the Quarterly Listing of Alien Insurers maintained by 
        the International Insurers Department of the NAIC.

[[Page 124 STAT. 1591]]

SEC. 525. <<NOTE: 15 USC 8205.>> STREAMLINED APPLICATION FOR 
                        COMMERCIAL PURCHASERS.

    A surplus lines broker seeking to procure or place nonadmitted 
insurance in a State for an exempt commercial purchaser shall not be 
required to satisfy any State requirement to make a due diligence search 
to determine whether the full amount or type of insurance sought by such 
exempt commercial purchaser can be obtained from admitted insurers if--
            (1) the broker procuring or placing the surplus lines 
        insurance has disclosed to the exempt commercial purchaser that 
        such insurance may or may not be available from the admitted 
        market that may provide greater protection with more regulatory 
        oversight; and
            (2) <<NOTE: Written request.>> the exempt commercial 
        purchaser has subsequently requested in writing the broker to 
        procure or place such insurance from a nonadmitted insurer.
SEC. 526. GAO STUDY OF NONADMITTED INSURANCE MARKET.

    (a) In General.--The Comptroller General of the United States shall 
conduct a study of the nonadmitted insurance market to determine the 
effect of the enactment of this part on the size and market share of the 
nonadmitted insurance market for providing coverage typically provided 
by the admitted insurance market.
    (b) Contents.--The study shall determine and analyze--
            (1) the change in the size and market share of the 
        nonadmitted insurance market and in the number of insurance 
        companies and insurance holding companies providing such 
        business in the 18-month period that begins upon the effective 
        date of this subtitle;
            (2) the extent to which insurance coverage typically 
        provided by the admitted insurance market has shifted to the 
        nonadmitted insurance market;
            (3) the consequences of any change in the size and market 
        share of the nonadmitted insurance market, including differences 
        in the price and availability of coverage available in both the 
        admitted and nonadmitted insurance markets;
            (4) the extent to which insurance companies and insurance 
        holding companies that provide both admitted and nonadmitted 
        insurance have experienced shifts in the volume of business 
        between admitted and nonadmitted insurance; and
            (5) the extent to which there has been a change in the 
        number of individuals who have nonadmitted insurance policies, 
        the type of coverage provided under such policies, and whether 
        such coverage is available in the admitted insurance market.

    (c) Consultation With NAIC.--In conducting the study under this 
section, the Comptroller General shall consult with the NAIC.
    (d) Report.--The Comptroller General shall complete the study under 
this section and submit a report to the Committee on Banking, Housing, 
and Urban Affairs of the Senate and the Committee on Financial Services 
of the House of Representatives regarding the findings of the study not 
later than 30 months after the effective date of this subtitle.
SEC. 527. <<NOTE: 15 USC 8206.>> DEFINITIONS.

    For purposes of this part, the following definitions shall apply:

[[Page 124 STAT. 1592]]

            (1) Admitted insurer.--The term ``admitted insurer'' means, 
        with respect to a State, an insurer licensed to engage in the 
        business of insurance in such State.
            (2) Affiliate.--The term ``affiliate'' means, with respect 
        to an insured, any entity that controls, is controlled by, or is 
        under common control with the insured.
            (3) Affiliated group.--The term ``affiliated group'' means 
        any group of entities that are all affiliated.
            (4) Control.--An entity has ``control'' over another entity 
        if--
                    (A) the entity directly or indirectly or acting 
                through 1 or more other persons owns, controls, or has 
                the power to vote 25 percent or more of any class of 
                voting securities of the other entity; or
                    (B) the entity controls in any manner the election 
                of a majority of the directors or trustees of the other 
                entity.
            (5) Exempt commercial purchaser.--The term ``exempt 
        commercial purchaser'' means any person purchasing commercial 
        insurance that, at the time of placement, meets the following 
        requirements:
                    (A) The person employs or retains a qualified risk 
                manager to negotiate insurance coverage.
                    (B) The person has paid aggregate nationwide 
                commercial property and casualty insurance premiums in 
                excess of $100,000 in the immediately preceding 12 
                months.
                    (C)(i) The person meets at least 1 of the following 
                criteria:
                          (I) The person possesses a net worth in excess 
                      of $20,000,000, as such amount is adjusted 
                      pursuant to clause (ii).
                          (II) The person generates annual revenues in 
                      excess of $50,000,000, as such amount is adjusted 
                      pursuant to clause (ii).
                          (III) The person employs more than 500 full-
                      time or full-time equivalent employees per 
                      individual insured or is a member of an affiliated 
                      group employing more than 1,000 employees in the 
                      aggregate.
                          (IV) The person is a not-for-profit 
                      organization or public entity generating annual 
                      budgeted expenditures of at least $30,000,000, as 
                      such amount is adjusted pursuant to clause (ii).
                          (V) The person is a municipality with a 
                      population in excess of 50,000 persons.
                    (ii) <<NOTE: Effective dates.>> Effective on the 
                fifth January 1 occurring after the date of the 
                enactment of this subtitle and each fifth January 1 
                occurring thereafter, the amounts in subclauses (I), 
                (II), and (IV) of clause (i) shall be adjusted to 
                reflect the percentage change for such 5-year period in 
                the Consumer Price Index for All Urban Consumers 
                published by the Bureau of Labor Statistics of the 
                Department of Labor.
            (6) Home state.--
                    (A) In general.--Except as provided in subparagraph 
                (B), the term ``home State'' means, with respect to an 
                insured--

[[Page 124 STAT. 1593]]

                          (i) the State in which an insured maintains 
                      its principal place of business or, in the case of 
                      an individual, the individual's principal 
                      residence; or
                          (ii) if 100 percent of the insured risk is 
                      located out of the State referred to in clause 
                      (i), the State to which the greatest percentage of 
                      the insured's taxable premium for that insurance 
                      contract is allocated.
                    (B) Affiliated groups.--If more than 1 insured from 
                an affiliated group are named insureds on a single 
                nonadmitted insurance contract, the term ``home State'' 
                means the home State, as determined pursuant to 
                subparagraph (A), of the member of the affiliated group 
                that has the largest percentage of premium attributed to 
                it under such insurance contract.
            (7) Independently procured insurance.--The term 
        ``independently procured insurance'' means insurance procured 
        directly by an insured from a nonadmitted insurer.
            (8) NAIC.--The term ``NAIC'' means the National Association 
        of Insurance Commissioners or any successor entity.
            (9) Nonadmitted insurance.--The term ``nonadmitted 
        insurance'' means any property and casualty insurance permitted 
        to be placed directly or through a surplus lines broker with a 
        nonadmitted insurer eligible to accept such insurance.
            (10) Non-admitted insurance model act.--The term ``Non-
        Admitted Insurance Model Act'' means the provisions of the Non-
        Admitted Insurance Model Act, as adopted by the NAIC on August 
        3, 1994, and amended on September 30, 1996, December 6, 1997, 
        October 2, 1999, and June 8, 2002.
            (11) Nonadmitted insurer.--The term ``nonadmitted 
        insurer''--
                    (A) means, with respect to a State, an insurer not 
                licensed to engage in the business of insurance in such 
                State; but
                    (B) does not include a risk retention group, as that 
                term is defined in section 2(a)(4) of the Liability Risk 
                Retention Act of 1986 (15 U.S.C. 3901(a)(4)).
            (12) Premium tax.--The term ``premium tax'' means, with 
        respect to surplus lines or independently procured insurance 
        coverage, any tax, fee, assessment, or other charge imposed by a 
        government entity directly or indirectly based on any payment 
        made as consideration for an insurance contract for such 
        insurance, including premium deposits, assessments, registration 
        fees, and any other compensation given in consideration for a 
        contract of insurance.
            (13) Qualified risk manager.--The term ``qualified risk 
        manager'' means, with respect to a policyholder of commercial 
        insurance, a person who meets all of the following requirements:
                    (A) The person is an employee of, or third-party 
                consultant retained by, the commercial policyholder.
                    (B) The person provides skilled services in loss 
                prevention, loss reduction, or risk and insurance 
                coverage analysis, and purchase of insurance.
                    (C) The person--
                          (i)(I) has a bachelor's degree or higher from 
                      an accredited college or university in risk 
                      management, business administration, finance, 
                      economics, or any

[[Page 124 STAT. 1594]]

                      other field determined by a State insurance 
                      commissioner or other State regulatory official or 
                      entity to demonstrate minimum competence in risk 
                      management; and
                          (II)(aa) has 3 years of experience in risk 
                      financing, claims administration, loss prevention, 
                      risk and insurance analysis, or purchasing 
                      commercial lines of insurance; or
                          (bb) has--
                                    (AA) a designation as a Chartered 
                                Property and Casualty Underwriter (in 
                                this subparagraph referred to as 
                                ``CPCU'') issued by the American 
                                Institute for CPCU/Insurance Institute 
                                of America;
                                    (BB) a designation as an Associate 
                                in Risk Management (ARM) issued by the 
                                American Institute for CPCU/Insurance 
                                Institute of America;
                                    (CC) a designation as Certified Risk 
                                Manager (CRM) issued by the National 
                                Alliance for Insurance Education & 
                                Research;
                                    (DD) a designation as a RIMS Fellow 
                                (RF) issued by the Global Risk 
                                Management Institute; or
                                    (EE) any other designation, 
                                certification, or license determined by 
                                a State insurance commissioner or other 
                                State insurance regulatory official or 
                                entity to demonstrate minimum competency 
                                in risk management;
                          (ii)(I) has at least 7 years of experience in 
                      risk financing, claims administration, loss 
                      prevention, risk and insurance coverage analysis, 
                      or purchasing commercial lines of insurance; and
                          (II) has any 1 of the designations specified 
                      in subitems (AA) through (EE) of clause 
                      (i)(II)(bb);
                          (iii) has at least 10 years of experience in 
                      risk financing, claims administration, loss 
                      prevention, risk and insurance coverage analysis, 
                      or purchasing commercial lines of insurance; or
                          (iv) has a graduate degree from an accredited 
                      college or university in risk management, business 
                      administration, finance, economics, or any other 
                      field determined by a State insurance commissioner 
                      or other State regulatory official or entity to 
                      demonstrate minimum competence in risk management.
            (14) Reinsurance.--The term ``reinsurance'' means the 
        assumption by an insurer of all or part of a risk undertaken 
        originally by another insurer.
            (15) Surplus lines broker.--The term ``surplus lines 
        broker'' means an individual, firm, or corporation which is 
        licensed in a State to sell, solicit, or negotiate insurance on 
        properties, risks, or exposures located or to be performed in a 
        State with nonadmitted insurers.
            (16) State.--The term ``State'' includes any State of the 
        United States, the District of Columbia, the Commonwealth of 
        Puerto Rico, Guam, the Northern Mariana Islands, the Virgin 
        Islands, and American Samoa.

[[Page 124 STAT. 1595]]

                          PART II--REINSURANCE

SEC. 531. <<NOTE: 15 USC 8221.>>  REGULATION OF CREDIT FOR 
                        REINSURANCE AND REINSURANCE AGREEMENTS.

    (a) Credit for Reinsurance.--If the State of domicile of a ceding 
insurer is an NAIC-accredited State, or has financial solvency 
requirements substantially similar to the requirements necessary for 
NAIC accreditation, and recognizes credit for reinsurance for the 
insurer's ceded risk, then no other State may deny such credit for 
reinsurance.
    (b) Additional Preemption of Extraterritorial Application of State 
Law.--In addition to the application of subsection (a), all laws, 
regulations, provisions, or other actions of a State that is not the 
domiciliary State of the ceding insurer, except those with respect to 
taxes and assessments on insurance companies or insurance income, are 
preempted to the extent that they--
            (1) restrict or eliminate the rights of the ceding insurer 
        or the assuming insurer to resolve disputes pursuant to 
        contractual arbitration to the extent such contractual provision 
        is not inconsistent with the provisions of title 9, United 
        States Code;
            (2) require that a certain State's law shall govern the 
        reinsurance contract, disputes arising from the reinsurance 
        contract, or requirements of the reinsurance contract;
            (3) attempt to enforce a reinsurance contract on terms 
        different than those set forth in the reinsurance contract, to 
        the extent that the terms are not inconsistent with this part; 
        or
            (4) otherwise apply the laws of the State to reinsurance 
        agreements of ceding insurers not domiciled in that State.
SEC. 532. <<NOTE: 15 USC 8222.>>  REGULATION OF REINSURER 
                        SOLVENCY.

    (a) Domiciliary State Regulation.--If the State of domicile of a 
reinsurer is an NAIC-accredited State or has financial solvency 
requirements substantially similar to the requirements necessary for 
NAIC accreditation, such State shall be solely responsible for 
regulating the financial solvency of the reinsurer.
    (b) Nondomiciliary States.--
            (1) Limitation on financial information requirements.--If 
        the State of domicile of a reinsurer is an NAIC-accredited State 
        or has financial solvency requirements substantially similar to 
        the requirements necessary for NAIC accreditation, no other 
        State may require the reinsurer to provide any additional 
        financial information other than the information the reinsurer 
        is required to file with its domiciliary State.
            (2) Receipt of information.--No provision of this section 
        shall be construed as preventing or prohibiting a State that is 
        not the State of domicile of a reinsurer from receiving a copy 
        of any financial statement filed with its domiciliary State.
SEC. 533. <<NOTE: 15 USC 8223.>>  DEFINITIONS.

    For purposes of this part, the following definitions shall apply:
            (1) Ceding insurer.--The term ``ceding insurer'' means an 
        insurer that purchases reinsurance.
            (2) Domiciliary state.--The terms ``State of domicile'' and 
        ``domiciliary State'' mean, with respect to an insurer or

[[Page 124 STAT. 1596]]

        reinsurer, the State in which the insurer or reinsurer is 
        incorporated or entered through, and licensed.
            (3) NAIC.--The term ``NAIC'' means the National Association 
        of Insurance Commissioners or any successor entity.
            (4) Reinsurance.--The term ``reinsurance'' means the 
        assumption by an insurer of all or part of a risk undertaken 
        originally by another insurer.
            (5) Reinsurer.--
                    (A) In general.--The term ``reinsurer'' means an 
                insurer to the extent that the insurer--
                          (i) is principally engaged in the business of 
                      reinsurance;
                          (ii) does not conduct significant amounts of 
                      direct insurance as a percentage of its net 
                      premiums; and
                          (iii) is not engaged in an ongoing basis in 
                      the business of soliciting direct insurance.
                    (B) Determination.--A determination of whether an 
                insurer is a reinsurer shall be made under the laws of 
                the State of domicile in accordance with this paragraph.
            (6) State.--The term ``State'' includes any State of the 
        United States, the District of Columbia, the Commonwealth of 
        Puerto Rico, Guam, the Northern Mariana Islands, the Virgin 
        Islands, and American Samoa.

                     PART III--RULE OF CONSTRUCTION

SEC. 541. <<NOTE: 15 USC 8231.>> RULE OF CONSTRUCTION.

    Nothing in this subtitle or the amendments made by this subtitle 
shall be construed to modify, impair, or supersede the application of 
the antitrust laws. Any implied or actual conflict between this subtitle 
and any amendments to this subtitle and the antitrust laws shall be 
resolved in favor of the operation of the antitrust laws.
SEC. 542. <<NOTE: 15 USC 8232.>>  SEVERABILITY.

    If any section or subsection of this subtitle, or any application of 
such provision to any person or circumstance, is held to be 
unconstitutional, the remainder of this subtitle, and the application of 
the provision to any other person or circumstance, shall not be 
affected.

 TITLE VI--IMPROVEMENTS TO <<NOTE: Bank and Savings Association Holding 
   Company and Depository Institution Regulatory Improvements Act of 
 2010. 12 USC 1811 note.>>  REGULATION OF BANK AND SAVINGS ASSOCIATION 
HOLDING COMPANIES AND DEPOSITORY INSTITUTIONS
SEC. 601. SHORT TITLE.

    This title may be cited as the ``Bank and Savings Association 
Holding Company and Depository Institution Regulatory Improvements Act 
of 2010''.
SEC. 602. <<NOTE: 12 USC 1815 note.>>  DEFINITION.

    For purposes of this title, a company is a ``commercial firm'' if 
the annual gross revenues derived by the company and all of its 
affiliates from activities that are financial in nature (as defined

[[Page 124 STAT. 1597]]

in section 4(k) of the Bank Holding Company Act of 1956 (12 U.S.C. 
1843(k))) and, if applicable, from the ownership or control of one or 
more insured depository institutions, represent less than 15 percent of 
the consolidated annual gross revenues of the company.
SEC. 603. MORATORIUM AND STUDY ON TREATMENT OF CREDIT CARD BANKS, 
                        INDUSTRIAL LOAN COMPANIES, AND CERTAIN 
                        OTHER COMPANIES UNDER THE BANK HOLDING 
                        COMPANY ACT OF 1956.

    (a) <<NOTE: 12 USC 1815 note.>>  Moratorium.--
            (1) Definitions.--In this subsection--
                    (A) the term ``credit card bank'' means an 
                institution described in section 2(c)(2)(F) of the Bank 
                Holding Company Act of 1956 (12 U.S.C. 1841(c)(2)(F));
                    (B) the term ``industrial bank'' means an 
                institution described in section 2(c)(2)(H) of the Bank 
                Holding Company Act of 1956 (12 U.S.C. 1841(c)(2)(H)); 
                and
                    (C) the term ``trust bank'' means an institution 
                described in section 2(c)(2)(D) of the Bank Holding 
                Company Act of 1956 (12 U.S.C. 1841(c)(2)(D)).
            (2) Moratorium on provision of deposit insurance.--The 
        Corporation may not approve an application for deposit insurance 
        under section 5 of the Federal Deposit Insurance Act (12 U.S.C. 
        1815) that is received after November 23, 2009, for an 
        industrial bank, a credit card bank, or a trust bank that is 
        directly or indirectly owned or controlled by a commercial firm.
            (3) Change in control.--
                    (A) In general.--Except as provided in subparagraph 
                (B), the appropriate Federal banking agency shall 
                disapprove a change in control, as provided in section 
                7(j) of the Federal Deposit Insurance Act (12 U.S.C. 
                1817(j)), of an industrial bank, a credit card bank, or 
                a trust bank if the change in control would result in 
                direct or indirect control of the industrial bank, 
                credit card bank, or trust bank by a commercial firm.
                    (B) Exceptions.--Subparagraph (A) shall not apply to 
                a change in control of an industrial bank, credit card 
                bank, or trust bank--
                          (i) that--
                                    (I) is in danger of default, as 
                                determined by the appropriate Federal 
                                banking agency;
                                    (II) results from the merger or 
                                whole acquisition of a commercial firm 
                                that directly or indirectly controls the 
                                industrial bank, credit card bank, or 
                                trust bank in a bona fide merger with or 
                                acquisition by another commercial firm, 
                                as determined by the appropriate Federal 
                                banking agency; or
                                    (III) results from an acquisition of 
                                voting shares of a publicly traded 
                                company that controls an industrial 
                                bank, credit card bank, or trust bank, 
                                if, after the acquisition, the acquiring 
                                shareholder (or group of shareholders 
                                acting in concert) holds less than 25 
                                percent of any class of the voting 
                                shares of the company; and

[[Page 124 STAT. 1598]]

                          (ii) that has obtained all regulatory 
                      approvals otherwise required for such change of 
                      control under any applicable Federal or State law, 
                      including section 7(j) of the Federal Deposit 
                      Insurance Act (12 U.S.C. 1817(j)).
            (4) Sunset.--This subsection shall cease to have effect 3 
        years after the date of enactment of this Act.

    (b) Government Accountability Office Study of Exceptions Under the 
Bank Holding Company Act of 1956.--
            (1) Study required.--The Comptroller General of the United 
        States shall carry out a study to determine whether it is 
        necessary, in order to strengthen the safety and soundness of 
        institutions or the stability of the financial system, to 
        eliminate the exceptions under section 2 of the Bank Holding 
        Company Act of 1956 (12 U.S.C. 1841) for institutions described 
        in--
                    (A) section 2(a)(5)(E) of the Bank Holding Company 
                Act of 1956 (12 U.S.C. 1841(a)(5)(E));
                    (B) section 2(a)(5)(F) of the Bank Holding Company 
                Act of 1956 (12 U.S.C. 1841(a)(5)(F));
                    (C) section 2(c)(2)(D) of the Bank Holding Company 
                Act of 1956 (12 U.S.C. 1841(c)(2)(D));
                    (D) section 2(c)(2)(F) of the Bank Holding Company 
                Act of 1956 (12 U.S.C. 1841(c)(2)(F));
                    (E) section 2(c)(2)(H) of the Bank Holding Company 
                Act of 1956 (12 U.S.C. 1841(c)(2)(H)); and
                    (F) section 2(c)(2)(B) of the Bank Holding Company 
                Act of 1956 (12 U.S.C. 1841(c)(2)(B)).
            (2) Content of study.--
                    (A) In general.--The study required under paragraph 
                (1), with respect to the institutions referenced in each 
                of subparagraphs (A) through (E) of paragraph (1), 
                shall, to the extent feasible be based on information 
                provided to the Comptroller General by the appropriate 
                Federal or State regulator, and shall--
                          (i) identify the types and number of 
                      institutions excepted from section 2 of the Bank 
                      Holding Company Act of 1956 (12 U.S.C. 1841) under 
                      each of the subparagraphs described in 
                      subparagraphs (A) through (E) of paragraph (1);
                          (ii) generally describe the size and 
                      geographic locations of the institutions described 
                      in clause (i);
                          (iii) determine the extent to which the 
                      institutions described in clause (i) are held by 
                      holding companies that are commercial firms;
                          (iv) determine whether the institutions 
                      described in clause (i) have any affiliates that 
                      are commercial firms;
                          (v) identify the Federal banking agency 
                      responsible for the supervision of the 
                      institutions described in clause (i) on and after 
                      the transfer date;
                          (vi) determine the adequacy of the Federal 
                      bank regulatory framework applicable to each 
                      category of institution described in clause (i), 
                      including any restrictions (including limitations 
                      on affiliate transactions or cross-marketing) that 
                      apply to transactions between

[[Page 124 STAT. 1599]]

                      an institution, the holding company of the 
                      institution, and any other affiliate of the 
                      institution; and
                          (vii) evaluate the potential consequences of 
                      subjecting the institutions described in clause 
                      (i) to the requirements of the Bank Holding 
                      Company Act of 1956, including with respect to the 
                      availability and allocation of credit, the 
                      stability of the financial system and the economy, 
                      the safe and sound operation of each category of 
                      institution, and the impact on the types of 
                      activities in which such institutions, and the 
                      holding companies of such institutions, may 
                      engage.
                    (B) Savings associations.--With respect to 
                institutions described in paragraph (1)(F), the study 
                required under paragraph (1) shall--
                          (i) determine the adequacy of the Federal bank 
                      regulatory framework applicable to such 
                      institutions, including any restrictions 
                      (including limitations on affiliate transactions 
                      or cross-marketing) that apply to transactions 
                      between an institution, the holding company of the 
                      institution, and any other affiliate of the 
                      institution; and
                          (ii) evaluate the potential consequences of 
                      subjecting the institutions described in paragraph 
                      (1)(F) to the requirements of the Bank Holding 
                      Company Act of 1956, including with respect to the 
                      availability and allocation of credit, the 
                      stability of the financial system and the economy, 
                      the safe and sound operation of such institutions, 
                      and the impact on the types of activities in which 
                      such institutions, and the holding companies of 
                      such institutions, may engage.
            (3) Report.--Not later than 18 months after the date of 
        enactment of this Act, the Comptroller General shall submit to 
        the Committee on Banking, Housing, and Urban Affairs of the 
        Senate and the Committee on Financial Services of the House of 
        Representatives a report on the study required under paragraph 
        (1).
SEC. 604. REPORTS AND EXAMINATIONS OF HOLDING COMPANIES; 
                        REGULATION OF FUNCTIONALLY REGULATED 
                        SUBSIDIARIES.

    (a) Reports by Bank Holding Companies.--Sections 5(c)(1) of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1844(c)(1)) is amended--
            (1) by striking subclause (A)(ii) and inserting the 
        following:
                          ``(ii) compliance by the bank holding company 
                      or subsidiary with--
                                    ``(I) this Act;
                                    ``(II) Federal laws that the Board 
                                has specific jurisdiction to enforce 
                                against the company or subsidiary; and
                                    ``(III) other than in the case of an 
                                insured depository institution or 
                                functionally regulated subsidiary, any 
                                other applicable provision of Federal 
                                law.'';
            (2) by striking subparagraph (B) and inserting the 
        following:

[[Page 124 STAT. 1600]]

                    ``(B) Use of existing reports and other supervisory 
                information.--The Board shall, to the fullest extent 
                possible, use--
                          ``(i) reports and other supervisory 
                      information that the bank holding company or any 
                      subsidiary thereof has been required to provide to 
                      other Federal or State regulatory agencies;
                          ``(ii) externally audited financial statements 
                      of the bank holding company or subsidiary;
                          ``(iii) information otherwise available from 
                      Federal or State regulatory agencies; and
                          ``(iv) information that is otherwise required 
                      to be reported publicly.''; and
            (3) by adding at the end the following:
                    ``(C) Availability.--Upon the request of the Board, 
                the bank holding company or a subsidiary of the bank 
                holding company shall promptly provide to the Board any 
                information described in clauses (i) through (iii) of 
                subparagraph (B).''.

    (b) Examinations of Bank Holding Companies.--Section 5(c)(2) of the 
Bank Holding Company Act of 1956 (12 U.S.C. 1844(c)(2)) is amended to 
read as follows:
            ``(2) Examinations.--
                    ``(A) In general.--Subject to subtitle B of the 
                Consumer Financial Protection Act of 2010, the Board may 
                make examinations of a bank holding company and each 
                subsidiary of a bank holding company in order to--
                          ``(i) inform the Board of--
                                    ``(I) the nature of the operations 
                                and financial condition of the bank 
                                holding company and the subsidiary;
                                    ``(II) the financial, operational, 
                                and other risks within the bank holding 
                                company system that may pose a threat 
                                to--
                                            ``(aa) the safety and 
                                        soundness of the bank holding 
                                        company or of any depository 
                                        institution subsidiary of the 
                                        bank holding company; or
                                            ``(bb) the stability of the 
                                        financial system of the United 
                                        States; and
                                    ``(III) the systems of the bank 
                                holding company for monitoring and 
                                controlling the risks described in 
                                subclause (II); and
                          ``(ii) monitor the compliance of the bank 
                      holding company and the subsidiary with--
                                    ``(I) this Act;
                                    ``(II) Federal laws that the Board 
                                has specific jurisdiction to enforce 
                                against the company or subsidiary; and
                                    ``(III) other than in the case of an 
                                insured depository institution or 
                                functionally regulated subsidiary, any 
                                other applicable provisions of Federal 
                                law.
                    ``(B) Use of reports to reduce examinations.--For 
                purposes of this paragraph, the Board shall, to the 
                fullest extent possible, rely on--

[[Page 124 STAT. 1601]]

                          ``(i) examination reports made by other 
                      Federal or State regulatory agencies relating to a 
                      bank holding company and any subsidiary of a bank 
                      holding company; and
                          ``(ii) the reports and other information 
                      required under paragraph (1).
                    ``(C) Coordination with other regulators.--The Board 
                shall--
                          ``(i) <<NOTE: Notice. Consultation.>> provide 
                      reasonable notice to, and consult with, the 
                      appropriate Federal banking agency, the Securities 
                      and Exchange Commission, the Commodity Futures 
                      Trading Commission, or State regulatory agency, as 
                      appropriate, for a subsidiary that is a depository 
                      institution or a functionally regulated subsidiary 
                      of a bank holding company before commencing an 
                      examination of the subsidiary under this section; 
                      and
                          ``(ii) to the fullest extent possible, avoid 
                      duplication of examination activities, reporting 
                      requirements, and requests for information.''.

    (c) Authority To Regulate Functionally Regulated Subsidiaries of 
Bank Holding Companies.--The Bank Holding Company Act of 1956 (12 U.S.C. 
1841 et seq.) is amended--
            (1) in section 5(c)(5)(B) (12 U.S.C. 1844(c)(5)(B)), by 
        striking clause (v) and inserting the following:
                          ``(v) an entity that is subject to regulation 
                      by, or registration with, the Commodity Futures 
                      Trading Commission, with respect to activities 
                      conducted as a futures commission merchant, 
                      commodity trading adviser, commodity pool, 
                      commodity pool operator, swap execution facility, 
                      swap data repository, swap dealer, major swap 
                      participant, and activities that are incidental to 
                      such commodities and swaps activities.''; and
            (2) by striking section 10A (12 U.S.C. 1848a).

    (d) Acquisitions of Banks.--Section 3(c) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1842(c)) is amended by adding at the end the 
following:
            ``(7) Financial stability.--In every case, the Board shall 
        take into consideration the extent to which a proposed 
        acquisition, merger, or consolidation would result in greater or 
        more concentrated risks to the stability of the United States 
        banking or financial system.''.

    (e) Acquisitions of Nonbanks.--
            (1) Notice procedures.--Section 4(j)(2)(A) of the Bank 
        Holding Company Act of 1956 (12 U.S.C. 1843(j)(2)(A)) is amended 
        by striking ``or unsound banking practices'' and inserting 
        ``unsound banking practices, or risk to the stability of the 
        United States banking or financial system''.
            (2) Activities that are financial in nature.--Section 
        4(k)(6)(B) of the Bank Holding Company Act of 1956 (12 U.S.C. 
        1843(k)(6)(B)) is amended to read as follows:
                    ``(B) Approval not required for certain financial 
                activities.--
                          ``(i) In general.--Except as provided in 
                      subsection (j) with regard to the acquisition of a 
                      savings association and clause (ii), a financial 
                      holding company may

[[Page 124 STAT. 1602]]

                      commence any activity, or acquire any company, 
                      pursuant to paragraph (4) or any regulation 
                      prescribed or order issued under paragraph (5), 
                      without prior approval of the Board.
                          ``(ii) Exception.--A financial holding company 
                      may not acquire a company, without the prior 
                      approval of the Board, in a transaction in which 
                      the total consolidated assets to be acquired by 
                      the financial holding company exceed 
                      $10,000,000,000.
                          ``(iii) Hart-Scott-Rodino filing 
                      requirement.--Solely for purposes of section 
                      7A(c)(8) of the Clayton Act (15 U.S.C. 18a(c)(8)), 
                      the transactions subject to the requirements of 
                      this paragraph shall be treated as if the approval 
                      of the Board is not required.''.

    (f) Bank Merger Act Transactions.--Section 18(c)(5) of the Federal 
Deposit Insurance Act (12 U.S.C. 1828(c)(5)) is amended, in the matter 
immediately following subparagraph (B), by striking ``and the 
convenience and needs of the community to be served'' and inserting 
``the convenience and needs of the community to be served, and the risk 
to the stability of the United States banking or financial system''.
    (g) Reports by Savings and Loan Holding Companies.--Section 10(b)(2) 
of the Home Owners' Loan Act (12 U.S.C. 1467a(b)(2) is amended--
            (1) by striking ``Each savings'' and inserting the 
        following:
                    ``(A) In general.--Each savings''; and
            (2) by adding at the end the following:
                    ``(B) Use of existing reports and other supervisory 
                information.--The Board shall, to the fullest extent 
                possible, use--
                          ``(i) reports and other supervisory 
                      information that the savings and loan holding 
                      company or any subsidiary thereof has been 
                      required to provide to other Federal or State 
                      regulatory agencies;
                          ``(ii) externally audited financial statements 
                      of the savings and loan holding company or 
                      subsidiary;
                          ``(iii) information that is otherwise 
                      available from Federal or State regulatory 
                      agencies; and
                          ``(iv) information that is otherwise required 
                      to be reported publicly.
                    ``(C) Availability.--Upon the request of the Board, 
                a savings and loan holding company or a subsidiary of a 
                savings and loan holding company shall promptly provide 
                to the Board any information described in clauses (i) 
                through (iii) of subparagraph (B).''.

    (h) Examination of Savings and Loan Holding Companies.--
            (1) Definitions.--Section 2 of the Home Owners' Loan Act (12 
        U.S.C. 1462) is amended by adding at the end the following:
            ``(10) Appropriate federal banking agency.--The term 
        `appropriate Federal banking agency' has the same meaning as in 
        section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. 
        1813(q)).
            ``(11) Functionally regulated subsidiary.--The term 
        `functionally regulated subsidiary' has the same meaning as in 
        section 5(c)(5) of the Bank Holding Company Act of 1956 (12 
        U.S.C. 1844(c)(5)).''.

[[Page 124 STAT. 1603]]

            (2) Examination.--Section 10(b) of the Home Owners' Loan Act 
        (12 U.S.C. 1467a(b)) is amended by striking paragraph (4) and 
        inserting the following:
            ``(4) Examinations.--
                    ``(A) In general.--Subject to subtitle B of the 
                Consumer Financial Protection Act of 2010, the Board may 
                make examinations of a savings and loan holding company 
                and each subsidiary of a savings and loan holding 
                company system, in order to--
                          ``(i) inform the Board of--
                                    ``(I) the nature of the operations 
                                and financial condition of the savings 
                                and loan holding company and the 
                                subsidiary;
                                    ``(II) the financial, operational, 
                                and other risks within the savings and 
                                loan holding company system that may 
                                pose a threat to--
                                            ``(aa) the safety and 
                                        soundness of the savings and 
                                        loan holding company or of any 
                                        depository institution 
                                        subsidiary of the savings and 
                                        loan holding company; or
                                            ``(bb) the stability of the 
                                        financial system of the United 
                                        States; and
                                    ``(III) the systems of the savings 
                                and loan holding company for monitoring 
                                and controlling the risks described in 
                                subclause (II); and
                          ``(ii) monitor the compliance of the savings 
                      and loan holding company and the subsidiary with--
                                    ``(I) this Act;
                                    ``(II) Federal laws that the Board 
                                has specific jurisdiction to enforce 
                                against the company or subsidiary; and
                                    ``(III) other than in the case of an 
                                insured depository institution or 
                                functionally regulated subsidiary, any 
                                other applicable provisions of Federal 
                                law.
                    ``(B) Use of reports to reduce examinations.--For 
                purposes of this subsection, the Board shall, to the 
                fullest extent possible, rely on--
                          ``(i) the examination reports made by other 
                      Federal or State regulatory agencies relating to a 
                      savings and loan holding company and any 
                      subsidiary; and
                          ``(ii) the reports and other information 
                      required under paragraph (2).
                    ``(C) Coordination with other regulators.--The Board 
                shall--
                          ``(i) <<NOTE: Notice. Consultation.>>  provide 
                      reasonable notice to, and consult with, the 
                      appropriate Federal banking agency, the Securities 
                      and Exchange Commission, the Commodity Futures 
                      Trading Commission, or State regulatory agency, as 
                      appropriate, for a subsidiary that is a depository 
                      institution or a functionally regulated subsidiary 
                      of a savings and loan holding company before 
                      commencing an examination of the subsidiary under 
                      this section; and
                          ``(ii) to the fullest extent possible, avoid 
                      duplication of examination activities, reporting 
                      requirements, and requests for information.''.

[[Page 124 STAT. 1604]]

    (i) Definition of the Term ``Savings and Loan Holding Company''.--
Section 10(a)(1)(D)(ii) of the Home Owners' Loan Act (12 U.S.C. 
1467a(a)(1)(D)(ii)) is amended to read as follows:
                          ``(ii) Exclusion.--The term `savings and loan 
                      holding company' does not include--
                                    ``(I) a bank holding company that is 
                                registered under, and subject to, the 
                                Bank Holding Company Act of 1956 (12 
                                U.S.C. 1841 et seq.), or to any company 
                                directly or indirectly controlled by 
                                such company (other than a savings 
                                association);
                                    ``(II) a company that controls a 
                                savings association that functions 
                                solely in a trust or fiduciary capacity 
                                as described in section 2(c)(2)(D) of 
                                the Bank Holding Company Act of 1956 (12 
                                U.S.C. 1841(c)(2)(D)); or
                                    ``(III) a company described in 
                                subsection (c)(9)(C) solely by virtue of 
                                such company's control of an 
                                intermediate holding company established 
                                pursuant to section 10A.''.

    (j) <<NOTE: 12 USC 1462 note.>>  Effective Date.--The amendments 
made by this section shall take effect on the transfer date.
SEC. 605. ASSURING CONSISTENT OVERSIGHT OF PERMISSIBLE ACTIVITIES 
                        OF DEPOSITORY INSTITUTION SUBSIDIARIES OF 
                        HOLDING COMPANIES.

    (a) In General.--The Federal Deposit Insurance Act (12 U.S.C. 1811 
et seq.) is amended by inserting after section 25 the following new 
section:
``SEC. 26. <<NOTE: 12 USC 1831c.>>  ASSURING CONSISTENT OVERSIGHT 
                      OF SUBSIDIARIES OF HOLDING COMPANIES.

    ``(a) Definitions.--For purposes of this section:
            ``(1) Board.--The term `Board' means the Board of Governors 
        of the Federal Reserve System.
            ``(2) Functionally regulated subsidiary.--The term 
        `functionally regulated subsidiary' has the same meaning as in 
        section 5(c)(5) of the Bank Holding Company Act.
            ``(3) Lead insured depository institution.--The term `lead 
        insured depository institution' has the same meaning as in 
        section 2(o)(8) of the Bank Holding Company Act.

    ``(b) Examination Requirements.--Subject to subtitle B of the 
Consumer Financial Protection Act of 2010, the Board shall examine the 
activities of a nondepository institution subsidiary (other than a 
functionally regulated subsidiary or a subsidiary of a depository 
institution) of a depository institution holding company that are 
permissible for the insured depository institution subsidiaries of the 
depository institution holding company in the same manner, subject to 
the same standards, and with the same frequency as would be required if 
such activities were conducted in the lead insured depository 
institution of the depository institution holding company.
    ``(c) State Coordination.--
            ``(1) Consultation and coordination.--If a nondepository 
        institution subsidiary is supervised by a State bank supervisor 
        or other State regulatory authority, the Board, in conducting 
        the examinations required in subsection (b), shall consult and 
        coordinate with such State regulator.

[[Page 124 STAT. 1605]]

            ``(2) Alternating examinations permitted.--The examinations 
        required under subsection (b) may be conducted in joint or 
        alternating manner with a State regulator, if the Board 
        determines that an examination of a nondepository institution 
        subsidiary conducted by the State carries out the purposes of 
        this section.

    ``(d) Appropriate Federal Banking Agency Backup Examination 
Authority.--
            ``(1) In general.--In the event that the Board does not 
        conduct examinations required under subsection (b) in the same 
        manner, subject to the same standards, and with the same 
        frequency as would be required if such activities were conducted 
        by the lead insured depository institution subsidiary of the 
        depository institution holding company, the appropriate Federal 
        banking agency for the lead insured depository institution may 
        recommend in writing (which shall include a written explanation 
        of the concerns giving rise to the recommendation) that the 
        Board perform the examination required under subsection (b).
            ``(2) Examination by an appropriate federal banking 
        agency.--If the <<NOTE: Time period.>>  Board does not, before 
        the end of the 60-day period beginning on the date on which the 
        Board receives a recommendation under paragraph (1), begin an 
        examination as required under subsection (b) or provide a 
        written explanation or plan to the appropriate Federal banking 
        agency making such recommendation responding to the concerns 
        raised by the appropriate Federal banking agency for the lead 
        insured depository institution, the appropriate Federal banking 
        agency for the lead insured depository institution may, subject 
        to the Consumer Financial Protection Act of 2010, examine the 
        activities that are permissible for a depository institution 
        subsidiary conducted by such nondepository institution 
        subsidiary (other than a functionally regulated subsidiary or a 
        subsidiary of a depository institution) of the depository 
        institution holding company as if the nondepository institution 
        subsidiary were an insured depository institution for which the 
        appropriate Federal banking agency of the lead insured 
        depository institution was the appropriate Federal banking 
        agency, to determine whether the activities--
                    ``(A) pose a material threat to the safety and 
                soundness of any insured depository institution 
                subsidiary of the depository institution holding 
                company;
                    ``(B) are conducted in accordance with applicable 
                Federal law; and
                    ``(C) are subject to appropriate systems for 
                monitoring and controlling the financial, operating, and 
                other material risks of the activities that may pose a 
                material threat to the safety and soundness of the 
                insured depository institution subsidiaries of the 
                holding company.
            ``(3) Agency coordination with the board.--An appropriate 
        Federal banking agency that conducts an examination pursuant to 
        paragraph (2) shall coordinate examination of the activities of 
        nondepository institution subsidiaries described in subsection 
        (b) with the Board in a manner that--
                    ``(A) avoids duplication;
                    ``(B) shares information relevant to the supervision 
                of the depository institution holding company;

[[Page 124 STAT. 1606]]

                    ``(C) achieves the objectives of subsection (b); and
                    ``(D) ensures that the depository institution 
                holding company and the subsidiaries of the depository 
                institution holding company are not subject to 
                conflicting supervisory demands by such agency and the 
                Board.
            ``(4) Fee permitted for examination costs.--An appropriate 
        Federal banking agency that conducts an examination or 
        enforcement action pursuant to this section may collect an 
        assessment, fee, or such other charge from the subsidiary as the 
        appropriate Federal banking agency determines necessary or 
        appropriate to carry out the responsibilities of the appropriate 
        Federal banking agency in connection with such examination.

    ``(e) Referrals for Enforcement by Appropriate Federal Banking 
Agency.--
            ``(1) Recommendation of enforcement action.--The appropriate 
        Federal banking agency for the lead insured depository 
        institution, based upon its examination of a nondepository 
        institution subsidiary conducted pursuant to subsection (d), or 
        other relevant information, may submit to the Board, in writing, 
        a recommendation that the Board take enforcement action against 
        such nondepository institution subsidiary, together with an 
        explanation of the concerns giving rise to the recommendation, 
        if the appropriate Federal banking agency determines (by a vote 
        of its members, if applicable) that the activities of the 
        nondepository institution subsidiary pose a material threat to 
        the safety and soundness of any insured depository institution 
        subsidiary of the depository institution holding company.
            ``(2) Back-up authority of the appropriate federal banking 
        agency.--If, within <<NOTE: Time period.>>  the 60-day period 
        beginning on the date on which the Board receives a 
        recommendation under paragraph (1), the Board does not take 
        enforcement action against the nondepository institution 
        subsidiary or provide a plan for supervisory or enforcement 
        action that is acceptable to the appropriate Federal banking 
        agency that made the recommendation pursuant to paragraph (1), 
        such agency may take the recommended enforcement action against 
        the nondepository institution subsidiary, in the same manner as 
        if the nondepository institution subsidiary were an insured 
        depository institution for which the agency was the appropriate 
        Federal banking agency.

    ``(f) Coordination Among Appropriate Federal Banking Agencies.--Each 
Federal banking agency, prior to or when exercising authority under 
subsection (d) or (e) shall--
            ``(1) <<NOTE: Notice. Consultation.>>  provide reasonable 
        notice to, and consult with, the appropriate Federal banking 
        agency or State bank supervisor (or other State regulatory 
        agency) of the nondepository institution subsidiary of a 
        depository institution holding company that is described in 
        subsection (d) before commencing any examination of the 
        subsidiary;
            ``(2) to the fullest extent possible--
                    ``(A) rely on the examinations, inspections, and 
                reports of the appropriate Federal banking agency or the 
                State bank supervisor (or other State regulatory agency) 
                of the subsidiary;

[[Page 124 STAT. 1607]]

                    ``(B) avoid duplication of examination activities, 
                reporting requirements, and requests for information; 
                and
                    ``(C) ensure that the depository institution holding 
                company and the subsidiaries of the depository 
                institution holding company are not subject to 
                conflicting supervisory demands by the appropriate 
                Federal banking agencies.

    ``(g) Rule of Construction.--No provision of this section shall be 
construed as limiting any authority of the Board, the Corporation, or 
the Comptroller of the Currency under any other provision of law.''.
    (b) <<NOTE: 12 USC 1831c note.>>  Effective Date.--The amendment 
made by subsection (a) shall take effect on the transfer date.
SEC. 606. REQUIREMENTS FOR FINANCIAL HOLDING COMPANIES TO REMAIN 
                        WELL CAPITALIZED AND WELL MANAGED.

    (a) Amendment.--Section 4(l)(1) of the Bank Holding Company Act of 
1956 (12 U.S.C. 1843(l)(1)) is amended--
            (1) in subparagraph (B), by striking ``and'' at the end;
            (2) by redesignating subparagraph (C) as subparagraph (D);
            (3) by inserting after subparagraph (B) the following:
                    ``(C) the bank holding company is well capitalized 
                and well managed; and''; and
            (4) in subparagraph (D)(ii), as so redesignated, by striking 
        ``subparagraphs (A) and (B)'' and inserting ``subparagraphs (A), 
        (B), and (C)''.

    (b) Home Owners' Loan Act Amendment.--Section 10(c)(2) of the Home 
Owners' Loan Act (12 U.S.C. 1467a(c)(2)) is amended by adding at the end 
the following new subparagraph:
                    ``(H) Any activity that is permissible for a 
                financial holding company (as such term is defined under 
                section 2(p) of the Bank Holding Company Act of 1956 (12 
                U.S.C. 1841(p)) to conduct under section 4(k) of the 
                Bank Holding Company Act of 1956 if--
                          ``(i) the savings and loan holding company 
                      meets all of the criteria to qualify as a 
                      financial holding company, and complies with all 
                      of the requirements applicable to a financial 
                      holding company, under sections 4(l) and 4(m) of 
                      the Bank Holding Company Act and section 804(c) of 
                      the Community Reinvestment Act of 1977 (12 U.S.C. 
                      2903(c)) as if the savings and loan holding 
                      company was a bank holding company; and
                          ``(ii) the savings and loan holding company 
                      conducts the activity in accordance with the same 
                      terms, conditions, and requirements that apply to 
                      the conduct of such activity by a bank holding 
                      company under the Bank Holding Company Act of 1956 
                      and the Board's regulations and interpretations 
                      under such Act.''.

    (c) <<NOTE: 12 USC 1467a note.>>  Effective Date.--The amendments 
made by this section shall take effect on the transfer date.
SEC. 607. STANDARDS FOR INTERSTATE ACQUISITIONS.

    (a) Acquisition of Banks.--Section 3(d)(1)(A) of the Bank Holding 
Company Act of 1956 (12 U.S.C. 1842(d)(1)(A)) is amended by striking 
``adequately capitalized and adequately managed'' and inserting ``well 
capitalized and well managed''.

[[Page 124 STAT. 1608]]

    (b) Interstate Bank Mergers.--Section 44(b)(4)(B) of the Federal 
Deposit Insurance Act (12 U.S.C. 1831u(b)(4)(B)) is amended by striking 
``will continue to be adequately capitalized and adequately managed'' 
and inserting ``will be well capitalized and well managed''.
    (c) <<NOTE: 12 USC 1831u note.>>  Effective Date.--The amendments 
made by this section shall take effect on the transfer date.
SEC. 608. ENHANCING EXISTING RESTRICTIONS ON BANK TRANSACTIONS 
                        WITH AFFILIATES.

    (a) Affiliate Transactions.--Section 23A of the Federal Reserve Act 
(12 U.S.C. 371c) is amended--
            (1) in subsection (b)--
                    (A) in paragraph (1), by striking subparagraph (D) 
                and inserting the following:
                    ``(D) any investment fund with respect to which a 
                member bank or affiliate thereof is an investment 
                adviser; and''; and
                    (B) in paragraph (7)--
                          (i) in subparagraph (A), by inserting before 
                      the semicolon at the end the following: ``, 
                      including a purchase of assets subject to an 
                      agreement to repurchase'';
                          (ii) in subparagraph (C), by striking ``, 
                      including assets subject to an agreement to 
                      repurchase,'';
                          (iii) in subparagraph (D)--
                                    (I) by inserting ``or other debt 
                                obligations'' after ``acceptance of 
                                securities''; and
                                    (II) by striking ``or'' at the end; 
                                and
                          (iv) by adding at the end the following:
                    ``(F) a transaction with an affiliate that involves 
                the borrowing or lending of securities, to the extent 
                that the transaction causes a member bank or a 
                subsidiary to have credit exposure to the affiliate; or
                    ``(G) a derivative transaction, as defined in 
                paragraph (3) of section 5200(b) of the Revised Statutes 
                of the United States (12 U.S.C. 84(b)), with an 
                affiliate, to the extent that the transaction causes a 
                member bank or a subsidiary to have credit exposure to 
                the affiliate;'';
            (2) in subsection (c)--
                    (A) in paragraph (1)--
                          (i) in the matter preceding subparagraph (A), 
                      by striking ``subsidiary'' and all that follows 
                      through ``time of the transaction'' and inserting 
                      ``subsidiary, and any credit exposure of a member 
                      bank or a subsidiary to an affiliate resulting 
                      from a securities borrowing or lending 
                      transaction, or a derivative transaction, shall be 
                      secured at all times''; and
                          (ii) in each of subparagraphs (A) through (D), 
                      by striking ``or letter of credit'' and inserting 
                      ``letter of credit, or credit exposure'';
                    (B) by striking paragraph (2);
                    (C) by redesignating paragraphs (3) through (5) as 
                paragraphs (2) through (4), respectively;
                    (D) in paragraph (2), as so redesignated, by 
                inserting before the period at the end ``, or credit 
                exposure to an affiliate resulting from a securities 
                borrowing or lending transaction, or derivative 
                transaction''; and

[[Page 124 STAT. 1609]]

                    (E) in paragraph (3), as so redesignated--
                          (i) by inserting ``or other debt obligations'' 
                      after ``securities''; and
                          (ii) by striking ``or guarantee'' and all that 
                      follows through ``behalf of,'' and inserting 
                      ``guarantee, acceptance, or letter of credit 
                      issued on behalf of, or credit exposure from a 
                      securities borrowing or lending transaction, or 
                      derivative transaction to,'';
            (3) in subsection (d)(4), in the matter preceding 
        subparagraph (A), by striking ``or issuing'' and all that 
        follows through ``behalf of,'' and inserting ``issuing a 
        guarantee, acceptance, or letter of credit on behalf of, or 
        having credit exposure resulting from a securities borrowing or 
        lending transaction, or derivative transaction to,''; and
            (4) in subsection (f)--
                    (A) in paragraph (2)--
                          (i) by striking ``or order'';
                          (ii) by striking ``if it finds'' and all that 
                      follows through the end of the paragraph and 
                      inserting the following: ``if--
                          ``(i) <<NOTE: Notification.>>  the Board finds 
                      the exemption to be in the public interest and 
                      consistent with the purposes of this section, and 
                      notifies the Federal Deposit Insurance Corporation 
                      of such finding; and
                          ``(ii) <<NOTE: Time period. Notice.>>  before 
                      the end of the 60-day period beginning on the date 
                      on which the Federal Deposit Insurance Corporation 
                      receives notice of the finding under clause (i), 
                      the Federal Deposit Insurance Corporation does not 
                      object, in writing, to the finding, based on a 
                      determination that the exemption presents an 
                      unacceptable risk to the Deposit Insurance 
                      Fund.'';
                          (iii) by striking the Board and inserting the 
                      following:
                    ``(A) In general.--The Board''; and
                          (iv) by adding at the end the following:
                    ``(B) Additional exemptions.--
                          ``(i) National banks.--The Comptroller of the 
                      Currency may, by order, exempt a transaction of a 
                      national bank from the requirements of this 
                      section if--
                                    ``(I) <<NOTE: Notification.>> the 
                                Board and the Office of the Comptroller 
                                of the Currency jointly find the 
                                exemption to be in the public interest 
                                and consistent with the purposes of this 
                                section and notify the Federal Deposit 
                                Insurance Corporation of such finding; 
                                and
                                    ``(II) <<NOTE: Time 
                                period. Notice.>>  before the end of the 
                                60-day period beginning on the date on 
                                which the Federal Deposit Insurance 
                                Corporation receives notice of the 
                                finding under subclause (I), the Federal 
                                Deposit Insurance Corporation does not 
                                object, in writing, to the finding, 
                                based on a determination that the 
                                exemption presents an unacceptable risk 
                                to the Deposit Insurance Fund.
                          ``(ii) State banks.--The Federal Deposit 
                      Insurance Corporation may, by order, exempt a 
                      transaction of a State nonmember bank, and the 
                      Board may, by order, exempt a transaction of a 
                      State member bank, from the requirements of this 
                      section if--

[[Page 124 STAT. 1610]]

                                    ``(I) the Board and the Federal 
                                Deposit Insurance Corporation jointly 
                                find that the exemption is in the public 
                                interest and consistent with the 
                                purposes of this section; and
                                    ``(II) the Federal Deposit Insurance 
                                Corporation finds that the exemption 
                                does not present an unacceptable risk to 
                                the Deposit Insurance Fund.''; and
                    (B) by adding at the end the following:
            ``(4) Amounts of covered transactions.--The Board may issue 
        such regulations or interpretations as the Board determines are 
        necessary or appropriate with respect to the manner in which a 
        netting agreement may be taken into account in determining the 
        amount of a covered transaction between a member bank or a 
        subsidiary and an affiliate, including the extent to which 
        netting agreements between a member bank or a subsidiary and an 
        affiliate may be taken into account in determining whether a 
        covered transaction is fully secured for purposes of subsection 
        (d)(4). An interpretation under this paragraph with respect to a 
        specific member bank, subsidiary, or affiliate shall be issued 
        jointly with the appropriate Federal banking agency for such 
        member bank, subsidiary, or affiliate.''.

    (b) Transactions With Affiliates.--Section 23B(e) of the Federal 
Reserve Act (12 U.S.C. 371c-1(e)) is amended--
            (1) by striking the undesignated matter following 
        subparagraph (B);
            (2) by redesignating subparagraphs (A) and (B) as clauses 
        (i) and (ii), respectively, and adjusting the clause margins 
        accordingly;
            (3) by redesignating paragraphs (1) and (2) as subparagraphs 
        (A) and (B), respectively, and adjusting the subparagraph 
        margins accordingly;
            (4) by striking ``The Board'' and inserting the following:
            ``(1) In general.--The Board'';
            (5) in paragraph (1)(B), as so redesignated--
                    (A) in the matter preceding clause (i), by inserting 
                before ``regulations'' the following: ``subject to 
                paragraph (2), <<NOTE: Notification.>>  if the Board 
                finds that an exemption or exclusion is in the public 
                interest and is consistent with the purposes of this 
                section, and notifies the Federal Deposit Insurance 
                Corporation of such finding,''; and
                    (B) in clause (ii), by striking the comma at the end 
                and inserting a period; and
            (6) by adding at the end the following:
            ``(2) Exception.-- <<NOTE: Time period. Notice.>> The Board 
        may grant an exemption or exclusion under this subsection only 
        if, during the 60-day period beginning on the date of receipt of 
        notice of the finding from the Board under paragraph (1)(B), the 
        Federal Deposit Insurance Corporation does not object, in 
        writing, to such exemption or exclusion, based on a 
        determination that the exemption presents an unacceptable risk 
        to the Deposit Insurance Fund.''.

    (c) Home Owners' Loan Act.--Section 11 of the Home Owners' Loan Act 
(12 U.S.C. 1468) is amended by adding at the end the following:
    ``(d) Exemptions.--

[[Page 124 STAT. 1611]]

            ``(1) Federal savings associations.--The Comptroller of the 
        Currency may, by order, exempt a transaction of a Federal 
        savings association from the requirements of this section if--
                    ``(A) <<NOTE: Notification.>> the Board and the 
                Office of the Comptroller of the Currency jointly find 
                the exemption to be in the public interest and 
                consistent with the purposes of this section and notify 
                the Federal Deposit Insurance Corporation of such 
                finding; and
                    ``(B) <<NOTE: Time period. Notice.>>  before the end 
                of the 60-day period beginning on the date on which the 
                Federal Deposit Insurance Corporation receives notice of 
                the finding under subparagraph (A), the Federal Deposit 
                Insurance Corporation does not object, in writing, to 
                the finding, based on a determination that the exemption 
                presents an unacceptable risk to the Deposit Insurance 
                Fund.
            ``(2) State savings association.--The Federal Deposit 
        Insurance Corporation may, by order, exempt a transaction of a 
        State savings association from the requirements of this section 
        if the Board and the Federal Deposit Insurance Corporation 
        jointly find that--
                    ``(A) the exemption is in the public interest and 
                consistent with the purposes of this section; and
                    ``(B) the exemption does not present an unacceptable 
                risk to the Deposit Insurance Fund.''.

    (d) <<NOTE: 12 USC 371c note.>>  Effective Date.--The amendments 
made by this section shall take effect 1 year after the transfer date.
SEC. 609. ELIMINATING EXCEPTIONS FOR TRANSACTIONS WITH FINANCIAL 
                        SUBSIDIARIES.

    (a) Amendment.--Section 23A(e) of the Federal Reserve Act (12 U.S.C. 
371c(e)) is amended--
            (1) by striking paragraph (3); and
            (2) by redesignating paragraph (4) as paragraph (3).

    (b) <<NOTE: 12 USC 371c note.>>  Prospective Application of 
Amendment.--The amendments made by this section shall apply with respect 
to any covered transaction between a bank and a subsidiary of the bank, 
as those terms are defined in section 23A of the Federal Reserve Act (12 
U.S.C. 371c), that is entered into on or after the date of enactment of 
this Act.

    (c) <<NOTE: 12 USC 371c note.>> Effective Date.--The amendments made 
by this section shall take effect 1 year after the transfer date.
SEC. 610. LENDING LIMITS APPLICABLE TO CREDIT EXPOSURE ON 
                        DERIVATIVE TRANSACTIONS, REPURCHASE 
                        AGREEMENTS, REVERSE REPURCHASE AGREEMENTS, 
                        AND SECURITIES LENDING AND BORROWING 
                        TRANSACTIONS.

    (a) National Banks.--Section 5200(b) of the Revised Statutes of the 
United States (12 U.S.C. 84(b)) is amended--
            (1) in paragraph (1), by striking ``shall include'' and all 
        that follows through the end of the paragraph and inserting the 
        following: ``shall include--
                    ``(A) all direct or indirect advances of funds to a 
                person made on the basis of any obligation of that 
                person to repay the funds or repayable from specific 
                property pledged by or on behalf of the person;
                    ``(B) to the extent specified by the Comptroller of 
                the Currency, any liability of a national banking 
                association

[[Page 124 STAT. 1612]]

                to advance funds to or on behalf of a person pursuant to 
                a contractual commitment; and
                    ``(C) any credit exposure to a person arising from a 
                derivative transaction, repurchase agreement, reverse 
                repurchase agreement, securities lending transaction, or 
                securities borrowing transaction between the national 
                banking association and the person;'';
            (2) in paragraph (2), by striking the period at the end and 
        inserting ``; and''; and
            (3) by adding at the end the following:
            ``(3) the term `derivative transaction' includes any 
        transaction that is a contract, agreement, swap, warrant, note, 
        or option that is based, in whole or in part, on the value of, 
        any interest in, or any quantitative measure or the occurrence 
        of any event relating to, one or more commodities, securities, 
        currencies, interest or other rates, indices, or other 
        assets.''.

    (b) Savings Associations.--Section 5(u)(3) of the Home Owners' Loan 
Act (12 U.S.C. 1464(u)(3)) is amended by striking ``Director'' each 
place that term appears and inserting ``Comptroller of the Currency''.
    (c) <<NOTE: 12 USC 84 note.>> Effective Date.--The amendments made 
by this section shall take effect 1 year after the transfer date.
SEC. 611. CONSISTENT TREATMENT OF DERIVATIVE TRANSACTIONS IN 
                        LENDING LIMITS.

    (a) Amendment.--Section 18 of the Federal Deposit Insurance Act (12 
U.S.C. 1828) is amended by adding at the end the following:
    ``(y) State Lending Limit Treatment of Derivatives Transactions.--An 
insured State bank may engage in a derivative transaction, as defined in 
section 5200(b)(3) of the Revised Statutes of the United States (12 
U.S.C. 84(b)(3)), only if the law with respect to lending limits of the 
State in which the insured State bank is chartered takes into 
consideration credit exposure to derivative transactions.''.
    (b) <<NOTE: 12 USC 1828 note.>>  Effective Date.--The amendment made 
by this section shall take effect 18 months after the transfer date.
SEC. 612. RESTRICTION ON CONVERSIONS OF TROUBLED BANKS.

    (a) Conversion of a National Banking Association.--The Act entitled 
``An Act to provide for the conversion of national banking associations 
into and their merger or consolidation with State banks, and for other 
purposes.'' (12 U.S.C. 214 et seq.) is amended by adding at the end the 
following:
``SEC. 10. <<NOTE: 12 USC 214d.>> PROHIBITION ON CONVERSION.

    ``A national banking association may not convert to a State bank or 
State savings association during any period in which the national 
banking association is subject to a cease and desist order (or other 
formal enforcement order) issued by, or a memorandum of understanding 
entered into with, the Comptroller of the Currency with respect to a 
significant supervisory matter.''.
    (b) Conversion of a State Bank or Savings Association.--Section 5154 
of the Revised Statutes of the United States (12 U.S.C. 35) is amended 
by adding at the end the following: ``The Comptroller of the Currency 
may not approve the conversion of a State bank or State savings 
association to a national banking association or Federal savings 
association during any period in which the State bank or State savings 
association is subject to

[[Page 124 STAT. 1613]]

a cease and desist order (or other formal enforcement order) issued by, 
or a memorandum of understanding entered into with, a State bank 
supervisor or the appropriate Federal banking agency with respect to a 
significant supervisory matter or a final enforcement action by a State 
Attorney General.''.
    (c) Conversion of a Federal Savings Association.--Section 5(i) of 
the Home Owners' Loan Act (12 U.S.C. 1464(i)) is amended by adding at 
the end the following:
            ``(6) Limitation on certain conversions by federal savings 
        associations.--A Federal savings association may not convert to 
        a State bank or State savings association during any period in 
        which the Federal savings association is subject to a cease and 
        desist order (or other formal enforcement order) issued by, or a 
        memorandum of understanding entered into with, the Office of 
        Thrift Supervision or the Comptroller of the Currency with 
        respect to a significant supervisory matter.''.

    (d) <<NOTE: 12 USC 35 note.>> Exception.--The prohibition on the 
approval of conversions under the amendments made by subsections (a), 
(b), and (c) shall not apply, if--
            (1) <<NOTE: Notice.>>  the Federal banking agency that would 
        be the appropriate Federal banking agency after the proposed 
        conversion gives the appropriate Federal banking agency or State 
        bank supervisor that issued the cease and desist order (or other 
        formal enforcement order) or memorandum of understanding, as 
        appropriate, written notice of the proposed conversion including 
        a plan to address the significant supervisory matter in a manner 
        that is consistent with the safe and sound operation of the 
        institution;
            (2) <<NOTE: Deadline.>>  within 30 days of receipt of the 
        written notice required under paragraph (1), the appropriate 
        Federal banking agency or State bank supervisor that issued the 
        cease and desist order (or other formal enforcement order) or 
        memorandum of understanding, as appropriate, does not object to 
        the conversion or the plan to address the significant 
        supervisory matter;
            (3) after conversion of the insured depository institution, 
        the appropriate Federal banking agency after the conversion 
        implements such plan; and
            (4) in the case of a final enforcement action by a State 
        Attorney General, approval of the conversion is conditioned on 
        compliance by the insured depository institution with the terms 
        of such final enforcement action.

    (e) <<NOTE: 12 USC 35 note.>>  Notification of Pending Enforcement 
Actions.--
            (1) Copy of conversion application.--At the time an insured 
        depository institution files a conversion application, the 
        insured depository institution shall transmit a copy of the 
        conversion application to--
                    (A) the appropriate Federal banking agency for the 
                insured depository institution; and
                    (B) the Federal banking agency that would be the 
                appropriate Federal banking agency of the insured 
                depository institution after the proposed conversion.
            (2) Notification and access to information.--Upon receipt of 
        a copy of the application described in paragraph (1), the 
        appropriate Federal banking agency for the insured depository 
        institution proposing the conversion shall--
                    (A) notify the Federal banking agency that would be 
                the appropriate Federal banking agency for the 
                institution

[[Page 124 STAT. 1614]]

                after the proposed conversion in writing of any ongoing 
                supervisory or investigative proceedings that the 
                appropriate Federal banking agency for the institution 
                proposing to convert believes is likely to result, in 
                the near term and absent the proposed conversion, in a 
                cease and desist order (or other formal enforcement 
                order) or memorandum of understanding with respect to a 
                significant supervisory matter; and
                    (B) provide the Federal banking agency that would be 
                the appropriate Federal banking agency for the 
                institution after the proposed conversion access to all 
                investigative and supervisory information relating to 
                the proceedings described in subparagraph (A).
SEC. 613. DE NOVO BRANCHING INTO STATES.

    (a) National Banks.--Section 5155(g)(1)(A) of the Revised Statutes 
of the United States (12 U.S.C. 36(g)(1)(A)) is amended to read as 
follows:
                    ``(A) the law of the State in which the branch is 
                located, or is to be located, would permit establishment 
                of the branch, if the national bank were a State bank 
                chartered by such State; and''.

    (b) State Insured Banks.--Section 18(d)(4)(A)(i) of the Federal 
Deposit Insurance Act (12 U.S.C. 1828(d)(4)(A)(i)) is amended to read as 
follows:
                          ``(i) the law of the State in which the branch 
                      is located, or is to be located, would permit 
                      establishment of the branch, if the bank were a 
                      State bank chartered by such State; and''.
SEC. 614. LENDING LIMITS TO INSIDERS.

    (a) Extensions of Credit.--Section 22(h)(9)(D)(i) of the Federal 
Reserve Act (12 U.S.C. 375b(9)(D)(i)) is amended--
            (1) by striking the period at the end and inserting ``; 
        or'';
            (2) by striking ``a person'' and inserting ``the person'';
            (3) by striking ``extends credit by making'' and inserting 
        the following: ``extends credit to a person by--
                                    ``(I) making''; and
            (4) by adding at the end the following:
                                    ``(II) having credit exposure to the 
                                person arising from a derivative 
                                transaction (as defined in section 
                                5200(b) of the Revised Statutes of the 
                                United States (12 U.S.C. 84(b))), 
                                repurchase agreement, reverse repurchase 
                                agreement, securities lending 
                                transaction, or securities borrowing 
                                transaction between the member bank and 
                                the person.''.

    (b) <<NOTE: 12 USC 375b note.>>  Effective Date.--The amendments 
made by this section shall take effect 1 year after the transfer date.
SEC. 615. LIMITATIONS ON PURCHASES OF ASSETS FROM INSIDERS.

    (a) Amendment to the Federal Deposit Insurance Act.--Section 18 of 
the Federal Deposit Insurance Act (12 U.S.C. 1828) is amended by adding 
at the end the following:
    ``(z) General Prohibition on Sale of Assets.--
            ``(1) In general.--An insured depository institution may not 
        purchase an asset from, or sell an asset to, an executive 
        officer, director, or principal shareholder of the insured 
        depository institution, or any related interest of such person 
        (as

[[Page 124 STAT. 1615]]

        such terms are defined in section 22(h) of Federal Reserve Act), 
        unless--
                    ``(A) the transaction is on market terms; and
                    ``(B) if the transaction represents more than 10 
                percent of the capital stock and surplus of the insured 
                depository institution, the transaction has been 
                approved in advance by a majority of the members of the 
                board of directors of the insured depository institution 
                who do not have an interest in the transaction.
            ``(2) <<NOTE: Consultation.>>  Rulemaking.--The Board of 
        Governors of the Federal Reserve System may issue such rules as 
        may be necessary to define terms and to carry out the purposes 
        this subsection. Before proposing or adopting a rule under this 
        paragraph, the Board of Governors of the Federal Reserve System 
        shall consult with the Comptroller of the Currency and the 
        Corporation as to the terms of the rule.''.

    (b) Amendments to the Federal Reserve Act.--Section 22(d) of the 
Federal Reserve Act (12 U.S.C. 375) is amended to read as follows:
    ``(d) [Reserved]''.
    (c) <<NOTE: 12 USC 375 note.>>  Effective Date.--The amendments made 
by this section shall take effect on the transfer date.
SEC. 616. REGULATIONS REGARDING CAPITAL LEVELS.

    (a) Capital Levels of Bank Holding Companies.--Section 5(b) of the 
Bank Holding Company Act of 1956 (12 U.S.C. 1844(b)) is amended--
            (1) by inserting after ``orders'' the following: ``, 
        including regulations and orders relating to the capital 
        requirements for bank holding companies,''; and
            (2) by adding at the end the following: ``In establishing 
        capital regulations pursuant to this subsection, the Board shall 
        seek to make such requirements countercyclical, so that the 
        amount of capital required to be maintained by a company 
        increases in times of economic expansion and decreases in times 
        of economic contraction, consistent with the safety and 
        soundness of the company.''.

    (b) Capital Levels of Savings and Loan Holding Companies.--Section 
10(g)(1) of the Home Owners' Loan Act (12 U.S.C. 1467a(g)(1)) is 
amended--
            (1) by inserting after ``orders'' the following: ``, 
        including regulations and orders relating to capital 
        requirements for savings and loan holding companies,''; and
            (2) by inserting at the end the following: ``In establishing 
        capital regulations pursuant to this subsection, the appropriate 
        Federal banking agency shall seek to make such requirements 
        countercyclical so that the amount of capital required to be 
        maintained by a company increases in times of economic expansion 
        and decreases in times of economic contraction, consistent with 
        the safety and soundness of the company.''.

    (c) Capital Levels of Insured Depository Institutions.--Section 
908(a)(1) of the International Lending Supervision Act of 1983 (12 
U.S.C. 3907(a)(1)) is amended by adding at the end the following: ``Each 
appropriate Federal banking agency shall seek to make the capital 
standards required under this section or other provisions of Federal law 
for insured depository institutions countercyclical so that the amount 
of capital required to be maintained

[[Page 124 STAT. 1616]]

by an insured depository institution increases in times of economic 
expansion and decreases in times of economic contraction, consistent 
with the safety and soundness of the insured depository institution.''
    (d) Source of Strength.--The Federal Deposit Insurance Act (12 
U.S.C. 1811 et seq.) is amended by inserting after section 38 (12 U.S.C. 
1831o) the following:
``SEC. 38A. <<NOTE: 12 USC 1831o-1.>>  SOURCE OF STRENGTH.

    ``(a) Holding Companies.--The appropriate Federal banking agency for 
a bank holding company or savings and loan holding company shall require 
the bank holding company or savings and loan holding company to serve as 
a source of financial strength for any subsidiary of the bank holding 
company or savings and loan holding company that is a depository 
institution.
    ``(b) Other Companies.--If an insured depository institution is not 
the subsidiary of a bank holding company or savings and loan holding 
company, the appropriate Federal banking agency for the insured 
depository institution shall require any company that directly or 
indirectly controls the insured depository institution to serve as a 
source of financial strength for such institution.
    ``(c) Reports.--The appropriate Federal banking agency for an 
insured depository institution described in subsection (b) may, from 
time to time, require the company, or a company that directly or 
indirectly controls the insured depository institution, to submit a 
report, under oath, for the purposes of--
            ``(1) assessing the ability of such company to comply with 
        the requirement under subsection (b); and
            ``(2) enforcing the compliance of such company with the 
        requirement under subsection (b).

    ``(d) <<NOTE: Deadline.>>  Rules.--Not later than 1 year after the 
transfer date, as defined in section 311 of the Enhancing Financial 
Institution Safety and Soundness Act of 2010, the appropriate Federal 
banking agencies shall jointly issue final rules to carry out this 
section.

    ``(e) Definition.--In this section, the term `source of financial 
strength' means the ability of a company that directly or indirectly 
owns or controls an insured depository institution to provide financial 
assistance to such insured depository institution in the event of the 
financial distress of the insured depository institution.''.
    (e) <<NOTE: 12 USC 1467a note.>> Effective Date.--The amendments 
made by this section shall take effect on the transfer date.
SEC. 617. ELIMINATION OF ELECTIVE INVESTMENT BANK HOLDING COMPANY 
                        FRAMEWORK.

    (a) Amendment.--Section 17 of the Securities Exchange Act of 1934 
(15 U.S.C. 78q) is amended--
            (1) by striking subsection (i); and
            (2) by redesignating subsections (j) and (k) as subsections 
        (i) and (j), respectively.

    (b) <<NOTE: 15 USC 78q note.>>  Effective Date.--The amendments made 
by this section shall take effect on the transfer date.
SEC. 618. <<NOTE: 12 USC 1850a.>>  SECURITIES HOLDING COMPANIES.

    (a) Definitions.--In this section--
            (1) the term ``associated person of a securities holding 
        company'' means a person directly or indirectly controlling, 
        controlled by, or under common control with, a securities 
        holding company;

[[Page 124 STAT. 1617]]

            (2) the term ``foreign bank'' has the same meaning as in 
        section 1(b)(7) of the International Banking Act of 1978 (12 
        U.S.C. 3101(7));
            (3) the term ``insured bank'' has the same meaning as in 
        section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813);
            (4) the term ``securities holding company''--
                    (A) means--
                          (i) a person (other than a natural person) 
                      that owns or controls 1 or more brokers or dealers 
                      registered with the Commission; and
                          (ii) the associated persons of a person 
                      described in clause (i); and
                    (B) does not include a person that is--
                          (i) a nonbank financial company supervised by 
                      the Board under title I;
                          (ii) an insured bank (other than an 
                      institution described in subparagraphs (D), (F), 
                      or (H) of section 2(c)(2) of the Bank Holding 
                      Company Act of 1956 (12 U.S.C. 1841(c)(2)) or a 
                      savings association;
                          (iii) an affiliate of an insured bank (other 
                      than an institution described in subparagraphs 
                      (D), (F), or (H) of section 2(c)(2) of the Bank 
                      Holding Company Act of 1956 (12 U.S.C. 1841(c)(2)) 
                      or an affiliate of a savings association;
                          (iv) a foreign bank, foreign company, or 
                      company that is described in section 8(a) of the 
                      International Banking Act of 1978 (12 U.S.C. 
                      3106(a));
                          (v) a foreign bank that controls, directly or 
                      indirectly, a corporation chartered under section 
                      25A of the Federal Reserve Act (12 U.S.C. 611 et 
                      seq.); or
                          (vi) subject to comprehensive consolidated 
                      supervision by a foreign regulator;
            (5) the term ``supervised securities holding company'' means 
        a securities holding company that is supervised by the Board of 
        Governors under this section; and
            (6) the terms ``affiliate'', ``bank'', ``bank holding 
        company'', ``company'', ``control'', ``savings association'', 
        and ``subsidiary'' have the same meanings as in section 2 of the 
        Bank Holding Company Act of 1956.

    (b) Supervision of a Securities Holding Company Not Having a Bank or 
Savings Association Affiliate.--
            (1) In general.--A securities holding company that is 
        required by a foreign regulator or provision of foreign law to 
        be subject to comprehensive consolidated supervision may 
        register with the Board of Governors under paragraph (2) to 
        become a supervised securities holding 
        company. <<NOTE: Regulations.>>  Any securities holding company 
        filing such a registration shall be supervised in accordance 
        with this section, and shall comply with the rules and orders 
        prescribed by the Board of Governors applicable to supervised 
        securities holding companies.
            (2) Registration as a supervised securities holding 
        company.--
                    (A) Registration.--A securities holding company that 
                elects to be subject to comprehensive consolidated 
                supervision shall register by filing with the Board of 
                Governors

[[Page 124 STAT. 1618]]

                such information and documents as the Board of 
                Governors, by regulation, may prescribe as necessary or 
                appropriate in furtherance of the purposes of this 
                section.
                    (B) Effective date.--A securities holding company 
                that registers under subparagraph (A) shall be deemed to 
                be a supervised securities holding company, effective on 
                the date that is 45 days after the date of receipt of 
                the registration information and documents under 
                subparagraph (A) by the Board of Governors, or within 
                such shorter period as the Board of Governors, by rule 
                or order, may determine.

    (c) Supervision of Securities Holding Companies.--
            (1) Recordkeeping and reporting.--
                    (A) Recordkeeping and reporting required.--Each 
                supervised securities holding company and each affiliate 
                of a supervised securities holding company shall make 
                and keep for periods determined by the Board of 
                Governors such records, furnish copies of such records, 
                and make such reports, as the Board of Governors 
                determines to be necessary or appropriate to carry out 
                this section, to prevent evasions thereof, and to 
                monitor compliance by the supervised securities holding 
                company or affiliate with applicable provisions of law.
                    (B) Form and contents.--
                          (i) In general.--Any record or report required 
                      to be made, furnished, or kept under this 
                      paragraph shall--
                                    (I) be prepared in such form and 
                                according to such specifications 
                                (including certification by a registered 
                                public accounting firm), as the Board of 
                                Governors may require; and
                                    (II) be provided promptly to the 
                                Board of Governors at any time, upon 
                                request by the Board of Governors.
                          (ii) Contents.--Records and reports required 
                      to be made, furnished, or kept under this 
                      paragraph may include--
                                    (I) a balance sheet or income 
                                statement of the supervised securities 
                                holding company or an affiliate of a 
                                supervised securities holding company;
                                    (II) an assessment of the 
                                consolidated capital and liquidity of 
                                the supervised securities holding 
                                company;
                                    (III) a report by an independent 
                                auditor attesting to the compliance of 
                                the supervised securities holding 
                                company with the internal risk 
                                management and internal control 
                                objectives of the supervised securities 
                                holding company; and
                                    (IV) a report concerning the extent 
                                to which the supervised securities 
                                holding company or affiliate has 
                                complied with the provisions of this 
                                section and any regulations prescribed 
                                and orders issued under this section.
            (2) Use of existing reports.--
                    (A) In general.--The Board of Governors shall, to 
                the fullest extent possible, accept reports in 
                fulfillment

[[Page 124 STAT. 1619]]

                of the requirements of this paragraph that a supervised 
                securities holding company or an affiliate of a 
                supervised securities holding company has been required 
                to provide to another regulatory agency or a self-
                regulatory organization.
                    (B) Availability.--A supervised securities holding 
                company or an affiliate of a supervised securities 
                holding company shall promptly provide to the Board of 
                Governors, at the request of the Board of Governors, any 
                report described in subparagraph (A), as permitted by 
                law.
            (3) Examination authority.--
                    (A) Focus of examination authority.--The Board of 
                Governors may make examinations of any supervised 
                securities holding company and any affiliate of a 
                supervised securities holding company to carry out this 
                subsection, to prevent evasions thereof, and to monitor 
                compliance by the supervised securities holding company 
                or affiliate with applicable provisions of law.
                    (B) Deference to other examinations.--For purposes 
                of this subparagraph, the Board of Governors shall, to 
                the fullest extent possible, use the reports of 
                examination made by other appropriate Federal or State 
                regulatory authorities with respect to any functionally 
                regulated subsidiary or any institution described in 
                subparagraph (D), (F), or (H) of section 2(c)(2) of the 
                Bank Holding Company Act of 1956 (12 U.S.C. 1841(c)(2)).

    (d) Capital and Risk Management.--
            (1) In general.-- <<NOTE: Regulations.>> The Board of 
        Governors shall, by regulation or order, prescribe capital 
        adequacy and other risk management standards for supervised 
        securities holding companies that are appropriate to protect the 
        safety and soundness of the supervised securities holding 
        companies and address the risks posed to financial stability by 
        supervised securities holding companies.
            (2) Differentiation.--In imposing standards under this 
        subsection, the Board of Governors may differentiate among 
        supervised securities holding companies on an individual basis, 
        or by category, taking into consideration the requirements under 
        paragraph (3).
            (3) Content.--Any standards imposed on a supervised 
        securities holding company under this subsection shall take into 
        account--
                    (A) the differences among types of business 
                activities carried out by the supervised securities 
                holding company;
                    (B) the amount and nature of the financial assets of 
                the supervised securities holding company;
                    (C) the amount and nature of the liabilities of the 
                supervised securities holding company, including the 
                degree of reliance on short-term funding;
                    (D) the extent and nature of the off-balance sheet 
                exposures of the supervised securities holding company;
                    (E) the extent and nature of the transactions and 
                relationships of the supervised securities holding 
                company with other financial companies;
                    (F) the importance of the supervised securities 
                holding company as a source of credit for households, 
                businesses,

[[Page 124 STAT. 1620]]

                and State and local governments, and as a source of 
                liquidity for the financial system; and
                    (G) the nature, scope, and mix of the activities of 
                the supervised securities holding company.
            (4) <<NOTE: Effective date.>> Notice.--A capital requirement 
        imposed under this subsection may not take effect earlier than 
        180 days after the date on which a supervised securities holding 
        company is provided notice of the capital requirement.

    (e) Other Provisions of Law Applicable to Supervised Securities 
Holding Companies.--
            (1) Federal deposit insurance act.--Subsections (b), (c) 
        through (s), and (u) of section 8 of the Federal Deposit 
        Insurance Act (12 U.S.C. 1818) shall apply to any supervised 
        securities holding company, and to any subsidiary (other than a 
        bank or an institution described in subparagraph (D), (F), or 
        (H) of section 2(c)(2) of the Bank Holding Company Act of 1956 
        (12 U.S.C. 1841(c)(2))) of a supervised securities holding 
        company, in the same manner as such subsections apply to a bank 
        holding company for which the Board of Governors is the 
        appropriate Federal banking agency. For purposes of applying 
        such subsections to a supervised securities holding company or a 
        subsidiary (other than a bank or an institution described in 
        subparagraph (D), (F), or (H) of section 2(c)(2) of the Bank 
        Holding Company Act of 1956 (12 U.S.C. 1841(c)(2))) of a 
        supervised securities holding company, the Board of Governors 
        shall be deemed the appropriate Federal banking agency for the 
        supervised securities holding company or subsidiary.
            (2) Bank holding company act of 1956.--Except as the Board 
        of Governors may otherwise provide by regulation or order, a 
        supervised securities holding company shall be subject to the 
        provisions of the Bank Holding Company Act of 1956 (12 U.S.C. 
        1841 et seq.) in the same manner and to the same extent a bank 
        holding company is subject to such provisions, except that a 
        supervised securities holding company may not, by reason of this 
        paragraph, be deemed to be a bank holding company for purposes 
        of section 4 of the Bank Holding Company Act of 1956 (12 U.S.C. 
        1843).
SEC. 619. PROHIBITIONS ON PROPRIETARY TRADING AND CERTAIN 
                        RELATIONSHIPS WITH HEDGE FUNDS AND PRIVATE 
                        EQUITY FUNDS.

    The Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) is 
amended by adding at the end the following:
``SEC. 13. <<NOTE: 12 USC 1851.>> PROHIBITIONS ON PROPRIETARY 
                      TRADING AND CERTAIN RELATIONSHIPS WITH HEDGE 
                      FUNDS AND PRIVATE EQUITY FUNDS.

    ``(a) In General.--
            ``(1) Prohibition.--Unless otherwise provided in this 
        section, a banking entity shall not--
                    ``(A) engage in proprietary trading; or
                    ``(B) acquire or retain any equity, partnership, or 
                other ownership interest in or sponsor a hedge fund or a 
                private equity fund.
            ``(2) Nonbank financial companies supervised by the board.--
        Any nonbank financial company supervised by the Board that 
        engages in proprietary trading or takes or retains

[[Page 124 STAT. 1621]]

        any equity, partnership, or other ownership interest in or 
        sponsors a hedge fund or a private equity fund shall be subject, 
        by rule, as provided in subsection (b)(2), to additional capital 
        requirements for and additional quantitative limits with regards 
        to such proprietary trading and taking or retaining any equity, 
        partnership, or other ownership interest in or sponsorship of a 
        hedge fund or a private equity fund, except that permitted 
        activities as described in subsection (d) shall not be subject 
        to the additional capital and additional quantitative limits 
        except as provided in subsection (d)(3), as if the nonbank 
        financial company supervised by the Board were a banking entity.

    ``(b) Study and Rulemaking.--
            ``(1) Study.-- <<NOTE: Deadline. Recommenda- tions.>> Not 
        later than 6 months after the date of enactment of this section, 
        the Financial Stability Oversight Council shall study and make 
        recommendations on implementing the provisions of this section 
        so as to--
                    ``(A) promote and enhance the safety and soundness 
                of banking entities;
                    ``(B) protect taxpayers and consumers and enhance 
                financial stability by minimizing the risk that insured 
                depository institutions and the affiliates of insured 
                depository institutions will engage in unsafe and 
                unsound activities;
                    ``(C) limit the inappropriate transfer of Federal 
                subsidies from institutions that benefit from deposit 
                insurance and liquidity facilities of the Federal 
                Government to unregulated entities;
                    ``(D) reduce conflicts of interest between the self-
                interest of banking entities and nonbank financial 
                companies supervised by the Board, and the interests of 
                the customers of such entities and companies;
                    ``(E) limit activities that have caused undue risk 
                or loss in banking entities and nonbank financial 
                companies supervised by the Board, or that might 
                reasonably be expected to create undue risk or loss in 
                such banking entities and nonbank financial companies 
                supervised by the Board;
                    ``(F) appropriately accommodate the business of 
                insurance within an insurance company, subject to 
                regulation in accordance with the relevant insurance 
                company investment laws, while protecting the safety and 
                soundness of any banking entity with which such 
                insurance company is affiliated and of the United States 
                financial system; and
                    ``(G) appropriately time the divestiture of illiquid 
                assets that are affected by the implementation of the 
                prohibitions under subsection (a).
            ``(2) Rulemaking.--
                    ``(A) In general.-- <<NOTE: Deadline.>> Unless 
                otherwise provided in this section, not later than 9 
                months after the completion of the study under paragraph 
                (1), the appropriate Federal banking agencies, the 
                Securities and Exchange Commission, and the Commodity 
                Futures Trading Commission, shall consider the findings 
                of the study under paragraph (1) and adopt rules to 
                carry out this section, as provided in subparagraph (B).

[[Page 124 STAT. 1622]]

                    ``(B) Coordinated rulemaking.--
                          ``(i) Regulatory authority.--The regulations 
                      issued under this paragraph shall be issued by--
                                    ``(I) the appropriate Federal 
                                banking agencies, jointly, with respect 
                                to insured depository institutions;
                                    ``(II) the Board, with respect to 
                                any company that controls an insured 
                                depository institution, or that is 
                                treated as a bank holding company for 
                                purposes of section 8 of the 
                                International Banking Act, any nonbank 
                                financial company supervised by the 
                                Board, and any subsidiary of any of the 
                                foregoing (other than a subsidiary for 
                                which an agency described in subclause 
                                (I), (III), or (IV) is the primary 
                                financial regulatory agency);
                                    ``(III) the Commodity Futures 
                                Trading Commission, with respect to any 
                                entity for which the Commodity Futures 
                                Trading Commission is the primary 
                                financial regulatory agency, as defined 
                                in section 2 of the Dodd-Frank Wall 
                                Street Reform and Consumer Protection 
                                Act; and
                                    ``(IV) the Securities and Exchange 
                                Commission, with respect to any entity 
                                for which the Securities and Exchange 
                                Commission is the primary financial 
                                regulatory agency, as defined in section 
                                2 of the Dodd-Frank Wall Street Reform 
                                and Consumer Protection Act.
                          ``(ii) Coordination, consistency, and 
                      comparability.--In 
                      developing <<NOTE: Consultation.>>  and issuing 
                      regulations pursuant to this section, the 
                      appropriate Federal banking agencies, the 
                      Securities and Exchange Commission, and the 
                      Commodity Futures Trading Commission shall consult 
                      and coordinate with each other, as appropriate, 
                      for the purposes of assuring, to the extent 
                      possible, that such regulations are comparable and 
                      provide for consistent application and 
                      implementation of the applicable provisions of 
                      this section to avoid providing advantages or 
                      imposing disadvantages to the companies affected 
                      by this subsection and to protect the safety and 
                      soundness of banking entities and nonbank 
                      financial companies supervised by the Board.
                          ``(iii) Council role.--The Chairperson of the 
                      Financial Stability Oversight Council shall be 
                      responsible for coordination of the regulations 
                      issued under this section.

    ``(c) Effective Date.--
            ``(1) In general.--Except as provided in paragraphs (2) and 
        (3), this section shall take effect on the earlier of--
                    ``(A) 12 months after the date of the issuance of 
                final rules under subsection (b); or
                    ``(B) 2 years after the date of enactment of this 
                section.
            ``(2) Conformance period for divestiture.--
        A <<NOTE: Deadline.>>  banking entity or nonbank financial 
        company supervised by the Board shall bring its activities and 
        investments into compliance with the requirements of this 
        section not later than 2 years after the date on which the 
        requirements become effective pursuant

[[Page 124 STAT. 1623]]

        to this section or 2 years after the date on which the entity or 
        company becomes a nonbank financial company supervised by the 
        Board. The Board may, by rule or order, extend this two-year 
        period for not more than one year at a time, if, in the judgment 
        of the Board, such an extension is consistent with the purposes 
        of this section and would not be detrimental to the public 
        interest. The extensions made by the Board under the preceding 
        sentence may not exceed an aggregate of 3 years.
            ``(3) Extended transition for illiquid funds.--
                    ``(A) Application.--The Board may, upon the 
                application of a banking entity, extend the period 
                during which the banking entity, to the extent necessary 
                to fulfill a contractual obligation that was in effect 
                on May 1, 2010, may take or retain its equity, 
                partnership, or other ownership interest in, or 
                otherwise provide additional capital to, an illiquid 
                fund.
                    ``(B) Time limit on approval.--The Board may grant 1 
                extension under subparagraph (A), which may not exceed 5 
                years.
            ``(4) Divestiture required.--Except as otherwise provided in 
        subsection (d)(1)(G), a banking entity may not engage in any 
        activity prohibited under subsection (a)(1)(B) after the earlier 
        of--
                    ``(A) the date on which the contractual obligation 
                to invest in the illiquid fund terminates; and
                    ``(B) the date on which any extensions granted by 
                the Board under paragraph (3) expire.
            ``(5) <<NOTE: Regulations.>>  Additional capital during 
        transition period.--Notwithstanding paragraph (2), on the date 
        on which the rules are issued under subsection (b)(2), the 
        appropriate Federal banking agencies, the Securities and 
        Exchange Commission, and the Commodity Futures Trading 
        Commission shall issue rules, as provided in subsection (b)(2), 
        to impose additional capital requirements, and any other 
        restrictions, as appropriate, on any equity, partnership, or 
        ownership interest in or sponsorship of a hedge fund or private 
        equity fund by a banking entity.
            ``(6) Special rulemaking.--Not later <<NOTE: Deadline.>>  
        than 6 months after the date of enactment of this section, the 
        Board shall issues rules to implement paragraphs (2) and (3).

    ``(d) Permitted Activities.--
            ``(1) In general.--Notwithstanding the restrictions under 
        subsection (a), to the extent permitted by any other provision 
        of Federal or State law, and subject to the limitations under 
        paragraph (2) and any restrictions or limitations that the 
        appropriate Federal banking agencies, the Securities and 
        Exchange Commission, and the Commodity Futures Trading 
        Commission, may determine, the following activities (in this 
        section referred to as `permitted activities') are permitted:
                    ``(A) The purchase, sale, acquisition, or 
                disposition of obligations of the United States or any 
                agency thereof, obligations, participations, or other 
                instruments of or issued by the Government National 
                Mortgage Association, the Federal National Mortgage 
                Association, the Federal Home Loan Mortgage Corporation, 
                a Federal Home Loan Bank, the Federal Agricultural 
                Mortgage Corporation, or a Farm Credit System 
                institution chartered under and subject to

[[Page 124 STAT. 1624]]

                the provisions of the Farm Credit Act of 1971 (12 U.S.C. 
                2001 et seq.), and obligations of any State or of any 
                political subdivision thereof.
                    ``(B) The purchase, sale, acquisition, or 
                disposition of securities and other instruments 
                described in subsection (h)(4) in connection with 
                underwriting or market-making-related activities, to the 
                extent that any such activities permitted by this 
                subparagraph are designed not to exceed the reasonably 
                expected near term demands of clients, customers, or 
                counterparties.
                    ``(C) Risk-mitigating hedging activities in 
                connection with and related to individual or aggregated 
                positions, contracts, or other holdings of a banking 
                entity that are designed to reduce the specific risks to 
                the banking entity in connection with and related to 
                such positions, contracts, or other holdings.
                    ``(D) The purchase, sale, acquisition, or 
                disposition of securities and other instruments 
                described in subsection (h)(4) on behalf of customers.
                    ``(E) Investments in one or more small business 
                investment companies, as defined in section 102 of the 
                Small Business Investment Act of 1958 (15 U.S.C. 662), 
                investments designed primarily to promote the public 
                welfare, of the type permitted under paragraph (11) of 
                section 5136 of the Revised Statutes of the United 
                States (12 U.S.C. 24), or investments that are qualified 
                rehabilitation expenditures with respect to a qualified 
                rehabilitated building or certified historic structure, 
                as such terms are defined in section 47 of the Internal 
                Revenue Code of 1986 or a similar State historic tax 
                credit program.
                    ``(F) The purchase, sale, acquisition, or 
                disposition of securities and other instruments 
                described in subsection (h)(4) by a regulated insurance 
                company directly engaged in the business of insurance 
                for the general account of the company and by any 
                affiliate of such regulated insurance company, provided 
                that such activities by any affiliate are solely for the 
                general account of the regulated insurance company, if--
                          ``(i) the purchase, sale, acquisition, or 
                      disposition is conducted in compliance with, and 
                      subject to, the insurance company investment laws, 
                      regulations, and written guidance of the State or 
                      jurisdiction in which each such insurance company 
                      is domiciled; and
                          ``(ii) the appropriate Federal banking 
                      agencies, after consultation with the Financial 
                      Stability Oversight Council and the relevant 
                      insurance commissioners of the States and 
                      territories of the United States, have not jointly 
                      determined, after notice and comment, that a 
                      particular law, regulation, or written guidance 
                      described in clause (i) is insufficient to protect 
                      the safety and soundness of the banking entity, or 
                      of the financial stability of the United States.
                    ``(G) Organizing and offering a private equity or 
                hedge fund, including serving as a general partner, 
                managing member, or trustee of the fund and in any 
                manner selecting or controlling (or having employees, 
                officers, directors, or agents who constitute) a 
                majority of the directors, trustees,

[[Page 124 STAT. 1625]]

                or management of the fund, including any necessary 
                expenses for the foregoing, only if--
                          ``(i) the banking entity provides bona fide 
                      trust, fiduciary, or investment advisory services;
                          ``(ii) the fund is organized and offered only 
                      in connection with the provision of bona fide 
                      trust, fiduciary, or investment advisory services 
                      and only to persons that are customers of such 
                      services of the banking entity;
                          ``(iii) the banking entity does not acquire or 
                      retain an equity interest, partnership interest, 
                      or other ownership interest in the funds except 
                      for a de minimis investment subject to and in 
                      compliance with paragraph (4);
                          ``(iv) the banking entity complies with the 
                      restrictions under paragraphs (1) and (2) of 
                      subparagraph (f);
                          ``(v) the banking entity does not, directly or 
                      indirectly, guarantee, assume, or otherwise insure 
                      the obligations or performance of the hedge fund 
                      or private equity fund or of any hedge fund or 
                      private equity fund in which such hedge fund or 
                      private equity fund invests;
                          ``(vi) the banking entity does not share with 
                      the hedge fund or private equity fund, for 
                      corporate, marketing, promotional, or other 
                      purposes, the same name or a variation of the same 
                      name;
                          ``(vii) no director or employee of the banking 
                      entity takes or retains an equity interest, 
                      partnership interest, or other ownership interest 
                      in the hedge fund or private equity fund, except 
                      for any director or employee of the banking entity 
                      who is directly engaged in providing investment 
                      advisory or other services to the hedge fund or 
                      private equity fund; and
                          ``(viii) the banking entity discloses to 
                      prospective and actual investors in the fund, in 
                      writing, that any losses in such hedge fund or 
                      private equity fund are borne solely by investors 
                      in the fund and not by the banking entity, and 
                      otherwise complies with any additional rules of 
                      the appropriate Federal banking agencies, the 
                      Securities and Exchange Commission, or the 
                      Commodity Futures Trading Commission, as provided 
                      in subsection (b)(2), designed to ensure that 
                      losses in such hedge fund or private equity fund 
                      are borne solely by investors in the fund and not 
                      by the banking entity.
                    ``(H) Proprietary trading conducted by a banking 
                entity pursuant to paragraph (9) or (13) of section 
                4(c), provided that the trading occurs solely outside of 
                the United States and that the banking entity is not 
                directly or indirectly controlled by a banking entity 
                that is organized under the laws of the United States or 
                of one or more States.
                    ``(I) The acquisition or retention of any equity, 
                partnership, or other ownership interest in, or the 
                sponsorship of, a hedge fund or a private equity fund by 
                a banking entity pursuant to paragraph (9) or (13) of 
                section 4(c)

[[Page 124 STAT. 1626]]

                solely outside of the United States, provided that no 
                ownership interest in such hedge fund or private equity 
                fund is offered for sale or sold to a resident of the 
                United States and that the banking entity is not 
                directly or indirectly controlled by a banking entity 
                that is organized under the laws of the United States or 
                of one or more States.
                    ``(J) Such other activity as the appropriate Federal 
                banking agencies, the Securities and Exchange 
                Commission, and the Commodity Futures Trading Commission 
                determine, by rule, as provided in subsection (b)(2), 
                would promote and protect the safety and soundness of 
                the banking entity and the financial stability of the 
                United States.
            ``(2) Limitation on permitted activities.--
                    ``(A) In general.--No transaction, class of 
                transactions, or activity may be deemed a permitted 
                activity under paragraph (1) if the transaction, class 
                of transactions, or activity--
                          ``(i) would involve or result in a material 
                      conflict of interest (as such term shall be 
                      defined by rule as provided in subsection (b)(2)) 
                      between the banking entity and its clients, 
                      customers, or counterparties;
                          ``(ii) would result, directly or indirectly, 
                      in a material exposure by the banking entity to 
                      high-risk assets or high-risk trading strategies 
                      (as such terms shall be defined by rule as 
                      provided in subsection (b)(2));
                          ``(iii) would pose a threat to the safety and 
                      soundness of such banking entity; or
                          ``(iv) would pose a threat to the financial 
                      stability of the United States.
                    ``(B) Rulemaking.--The appropriate Federal banking 
                agencies, the Securities and Exchange Commission, and 
                the Commodity Futures Trading Commission shall issue 
                regulations to implement subparagraph (A), as part of 
                the regulations issued under subsection (b)(2).
            ``(3) Capital and quantitative limitations.--The appropriate 
        Federal banking agencies, the Securities and Exchange 
        Commission, and the Commodity Futures Trading Commission shall, 
        as provided in subsection (b)(2), adopt rules imposing 
        additional capital requirements and quantitative limitations, 
        including diversification requirements, regarding the activities 
        permitted under this section if the appropriate Federal banking 
        agencies, the Securities and Exchange Commission, and the 
        Commodity Futures Trading Commission determine that additional 
        capital and quantitative limitations are appropriate to protect 
        the safety and soundness of banking entities engaged in such 
        activities.
            ``(4) De minimis investment.--
                    ``(A) In general.--A banking entity may make and 
                retain an investment in a hedge fund or private equity 
                fund that the banking entity organizes and offers, 
                subject to the limitations and restrictions in 
                subparagraph (B) for the purposes of--
                          ``(i) establishing the fund and providing the 
                      fund with sufficient initial equity for investment 
                      to permit the fund to attract unaffiliated 
                      investors; or

[[Page 124 STAT. 1627]]

                          ``(ii) making a de minimis investment.
                    ``(B) Limitations and restrictions on investments.--
                          ``(i) Requirement to seek other investors.--A 
                      banking entity shall actively seek unaffiliated 
                      investors to reduce or dilute the investment of 
                      the banking entity to the amount permitted under 
                      clause (ii).
                          ``(ii) Limitations on size of investments.--
                      Notwithstanding any other provision of law, 
                      investments by a banking entity in a hedge fund or 
                      private equity fund shall--
                                    ``(I) <<NOTE: Deadline.>>  not later 
                                than 1 year after the date of 
                                establishment of the fund, be reduced 
                                through redemption, sale, or dilution to 
                                an amount that is not more than 3 
                                percent of the total ownership interests 
                                of the fund;
                                    ``(II) be immaterial to the banking 
                                entity, as defined, by rule, pursuant to 
                                subsection (b)(2), but in no case may 
                                the aggregate of all of the interests of 
                                the banking entity in all such funds 
                                exceed 3 percent of the Tier 1 capital 
                                of the banking entity.
                          ``(iii) Capital.--For purposes of determining 
                      compliance with applicable capital standards under 
                      paragraph (3), the aggregate amount of the 
                      outstanding investments by a banking entity under 
                      this paragraph, including retained earnings, shall 
                      be deducted from the assets and tangible equity of 
                      the banking entity, and the amount of the 
                      deduction shall increase commensurate with the 
                      leverage of the hedge fund or private equity fund.
                    ``(C) Extension.--Upon an application by a banking 
                entity, the Board may extend the period of time to meet 
                the requirements under subparagraph (B)(ii)(I) for 2 
                additional years, if the Board finds that an extension 
                would be consistent with safety and soundness and in the 
                public interest.

    ``(e) Anti-evasion.--
            ``(1) Rulemaking.--The appropriate Federal banking agencies, 
        the Securities and Exchange Commission, and the Commodity 
        Futures Trading Commission shall issue regulations, as part of 
        the rulemaking provided for in subsection (b)(2), regarding 
        internal controls and recordkeeping, in order to insure 
        compliance with this section.
            ``(2) Termination of activities or investment.--
        Notwithstanding any other provision of law, whenever an 
        appropriate Federal banking agency, the Securities and Exchange 
        Commission, or the Commodity Futures Trading Commission, as 
        appropriate, has reasonable cause to believe that a banking 
        entity or nonbank financial company supervised by the Board 
        under the respective agency's jurisdiction has made an 
        investment or engaged in an activity in a manner that functions 
        as an evasion of the requirements of this section (including 
        through an abuse of any permitted activity) or otherwise 
        violates the restrictions under this section, the appropriate 
        Federal banking agency, the Securities and Exchange Commission, 
        or the Commodity Futures Trading Commission, as appropriate, 
        shall

[[Page 124 STAT. 1628]]

        order, after due notice and opportunity for hearing, the banking 
        entity or nonbank financial company supervised by the Board to 
        terminate the activity and, as relevant, dispose of the 
        investment. Nothing in this paragraph shall be construed to 
        limit the inherent authority of any Federal agency or State 
        regulatory authority to further restrict any investments or 
        activities under otherwise applicable provisions of law.

    ``(f) Limitations on Relationships With Hedge Funds and Private 
Equity Funds.--
            ``(1) In general.--No banking entity that serves, directly 
        or indirectly, as the investment manager, investment adviser, or 
        sponsor to a hedge fund or private equity fund, or that 
        organizes and offers a hedge fund or private equity fund 
        pursuant to paragraph (d)(1)(G), and no affiliate of such 
        entity, may enter into a transaction with the fund, or with any 
        other hedge fund or private equity fund that is controlled by 
        such fund, that would be a covered transaction, as defined in 
        section 23A of the Federal Reserve Act (12 U.S.C. 371c), with 
        the hedge fund or private equity fund, as if such banking entity 
        and the affiliate thereof were a member bank and the hedge fund 
        or private equity fund were an affiliate thereof.
            ``(2) Treatment as member bank.--A banking entity that 
        serves, directly or indirectly, as the investment manager, 
        investment adviser, or sponsor to a hedge fund or private equity 
        fund, or that organizes and offers a hedge fund or private 
        equity fund pursuant to paragraph (d)(1)(G), shall be subject to 
        section 23B of the Federal Reserve Act (12 U.S.C. 371c-1), as if 
        such banking entity were a member bank and such hedge fund or 
        private equity fund were an affiliate thereof.
            ``(3) Permitted services.--
                    ``(A) In general.--Notwithstanding paragraph (1), 
                the Board may permit a banking entity to enter into any 
                prime brokerage transaction with any hedge fund or 
                private equity fund in which a hedge fund or private 
                equity fund managed, sponsored, or advised by such 
                banking entity has taken an equity, partnership, or 
                other ownership interest, if--
                          ``(i) the banking entity is in compliance with 
                      each of the limitations set forth in subsection 
                      (d)(1)(G) with regard to a hedge fund or private 
                      equity fund organized and offered by such banking 
                      entity;
                          ``(ii) the chief executive officer (or 
                      equivalent officer) of the banking entity 
                      certifies in writing annually (with a duty to 
                      update the certification if the information in the 
                      certification materially changes) that the 
                      conditions specified in subsection (d)(1)(g)(v) 
                      are satisfied; and
                          ``(iii) the Board has determined that such 
                      transaction is consistent with the safe and sound 
                      operation and condition of the banking entity.
                    ``(B) Treatment of prime brokerage transactions.--
                For purposes of subparagraph (A), a prime brokerage 
                transaction described in subparagraph (A) shall be 
                subject to section 23B of the Federal Reserve Act (12 
                U.S.C. 371c-1) as if the counterparty were an affiliate 
                of the banking entity.

[[Page 124 STAT. 1629]]

            ``(4) Application to nonbank financial companies supervised 
        by the board.--The appropriate <<NOTE: Regulations.>>  Federal 
        banking agencies, the Securities and Exchange Commission, and 
        the Commodity Futures Trading Commission shall adopt rules, as 
        provided in subsection (b)(2), imposing additional capital 
        charges or other restrictions for nonbank financial companies 
        supervised by the Board to address the risks to and conflicts of 
        interest of banking entities described in paragraphs (1), (2), 
        and (3) of this subsection.

    ``(g) Rules of Construction.--
            ``(1) Limitation on contrary authority.--Except as provided 
        in this section, notwithstanding any other provision of law, the 
        prohibitions and restrictions under this section shall apply to 
        activities of a banking entity or nonbank financial company 
        supervised by the Board, even if such activities are authorized 
        for a banking entity or nonbank financial company supervised by 
        the Board.
            ``(2) Sale or securitization of loans.--Nothing in this 
        section shall be construed to limit or restrict the ability of a 
        banking entity or nonbank financial company supervised by the 
        Board to sell or securitize loans in a manner otherwise 
        permitted by law.
            ``(3) Authority of federal agencies and state regulatory 
        authorities.--Nothing in this section shall be construed to 
        limit the inherent authority of any Federal agency or State 
        regulatory authority under otherwise applicable provisions of 
        law.

    ``(h) Definitions.--In this section, the following definitions shall 
apply:
            ``(1) Banking entity.--The term `banking entity' means any 
        insured depository institution (as defined in section 3 of the 
        Federal Deposit Insurance Act (12 U.S.C. 1813)), any company 
        that controls an insured depository institution, or that is 
        treated as a bank holding company for purposes of section 8 of 
        the International Banking Act of 1978, and any affiliate or 
        subsidiary of any such entity. For purposes of this paragraph, 
        the term `insured depository institution' does not include an 
        institution that functions solely in a trust or fiduciary 
        capacity, if--
                    ``(A) all or substantially all of the deposits of 
                such institution are in trust funds and are received in 
                a bona fide fiduciary capacity;
                    ``(B) no deposits of such institution which are 
                insured by the Federal Deposit Insurance Corporation are 
                offered or marketed by or through an affiliate of such 
                institution;
                    ``(C) such institution does not accept demand 
                deposits or deposits that the depositor may withdraw by 
                check or similar means for payment to third parties or 
                others or make commercial loans; and
                    ``(D) such institution does not--
                          ``(i) obtain payment or payment related 
                      services from any Federal Reserve bank, including 
                      any service referred to in section 11A of the 
                      Federal Reserve Act (12 U.S.C. 248a); or
                          ``(ii) exercise discount or borrowing 
                      privileges pursuant to section 19(b)(7) of the 
                      Federal Reserve Act (12 U.S.C. 461(b)(7)).

[[Page 124 STAT. 1630]]

            ``(2) Hedge fund; private equity fund.--The terms `hedge 
        fund' and `private equity fund' mean an issuer that would be an 
        investment company, as defined in the Investment Company Act of 
        1940 (15 U.S.C. 80a-1 et seq.), but for section 3(c)(1) or 
        3(c)(7) of that Act, or such similar funds as the appropriate 
        Federal banking agencies, the Securities and Exchange 
        Commission, and the Commodity Futures Trading Commission may, by 
        rule, as provided in subsection (b)(2), determine.
            ``(3) Nonbank financial company supervised by the board.--
        The term `nonbank financial company supervised by the Board' 
        means a nonbank financial company supervised by the Board of 
        Governors, as defined in section 102 of the Financial Stability 
        Act of 2010.
            ``(4) Proprietary trading.--The term `proprietary trading', 
        when used with respect to a banking entity or nonbank financial 
        company supervised by the Board, means engaging as a principal 
        for the trading account of the banking entity or nonbank 
        financial company supervised by the Board in any transaction to 
        purchase or sell, or otherwise acquire or dispose of, any 
        security, any derivative, any contract of sale of a commodity 
        for future delivery, any option on any such security, 
        derivative, or contract, or any other security or financial 
        instrument that the appropriate Federal banking agencies, the 
        Securities and Exchange Commission, and the Commodity Futures 
        Trading Commission may, by rule as provided in subsection 
        (b)(2), determine.
            ``(5) Sponsor.--The term to `sponsor' a fund means--
                    ``(A) to serve as a general partner, managing 
                member, or trustee of a fund;
                    ``(B) in any manner to select or to control (or to 
                have employees, officers, or directors, or agents who 
                constitute) a majority of the directors, trustees, or 
                management of a fund; or
                    ``(C) to share with a fund, for corporate, 
                marketing, promotional, or other purposes, the same name 
                or a variation of the same name.
            ``(6) Trading account.--The term `trading account' means any 
        account used for acquiring or taking positions in the securities 
        and instruments described in paragraph (4) principally for the 
        purpose of selling in the near term (or otherwise with the 
        intent to resell in order to profit from short-term price 
        movements), and any such other accounts as the appropriate 
        Federal banking agencies, the Securities and Exchange 
        Commission, and the Commodity Futures Trading Commission may, by 
        rule as provided in subsection (b)(2), determine.
            ``(7) Illiquid fund.--
                    ``(A) In general.--The term `illiquid fund' means a 
                hedge fund or private equity fund that--
                          ``(i) as of May 1, 2010, was principally 
                      invested in, or was invested and contractually 
                      committed to principally invest in, illiquid 
                      assets, such as portfolio companies, real estate 
                      investments, and venture capital investments; and
                          ``(ii) makes all investments pursuant to, and 
                      consistent with, an investment strategy to 
                      principally invest in illiquid assets. In issuing 
                      rules regarding

[[Page 124 STAT. 1631]]

                      this subparagraph, the Board shall take into 
                      consideration the terms of investment for the 
                      hedge fund or private equity fund, including 
                      contractual obligations, the ability of the fund 
                      to divest of assets held by the fund, and any 
                      other factors that the Board determines are 
                      appropriate.
                    ``(B) Hedge fund.--For the purposes of this 
                paragraph, the term `hedge fund' means any fund 
                identified under subsection (h)(2), and does not include 
                a private equity fund, as such term is used in section 
                203(m) of the Investment Advisers Act of 1940 (15 U.S.C. 
                80b-3(m)).''.
SEC. 620. STUDY OF BANK INVESTMENT ACTIVITIES.

    (a) Study.--
            (1) <<NOTE: Deadline.>> In general.--Not later than 18 
        months after the date of enactment of this Act, the appropriate 
        Federal banking agencies shall jointly review and prepare a 
        report on the activities that a banking entity, as such term is 
        defined in the Bank Holding Company Act of 1956 (12 U.S.C. 1841 
        et. seq.), may engage in under Federal and State law, including 
        activities authorized by statute and by order, interpretation 
        and guidance.
            (2) Content.--In carrying out the study under paragraph (1), 
        the appropriate Federal banking agencies shall review and 
        consider--
                    (A) the type of activities or investments;
                    (B) any financial, operational, managerial, or 
                reputation risks associated with or presented as a 
                result of the banking entity engaged in the activity or 
                making the investment; and
                    (C) risk mitigation activities undertaken by the 
                banking entity with regard to the risks.

    (b) Report and Recommendations to the Council and to Congress.--The 
appropriate Federal banking agencies shall submit to the Council, the 
Committee on Financial Services of the House of Representatives, and the 
Committee on Banking, Housing, and Urban Affairs of the Senate the study 
conducted pursuant to subsection (a) no later than 2 months after its 
completion. In addition to the information described in subsection (a), 
the report shall include recommendations regarding--
            (1) whether each activity or investment has or could have a 
        negative effect on the safety and soundness of the banking 
        entity or the United States financial system;
            (2) the appropriateness of the conduct of each activity or 
        type of investment by banking entities; and
            (3) additional restrictions as may be necessary to address 
        risks to safety and soundness arising from the activities or 
        types of investments described in subsection (a).
SEC. 621. CONFLICTS OF INTEREST.

    (a) In General.--The Securities Act of 1933 (15 U.S.C. 77a et seq.) 
is amended by inserting after section 27A the following:
``SEC. 27B. <<NOTE: 15 USC 77z-2a.>>  CONFLICTS OF INTEREST 
                        RELATING TO CERTAIN SECURITIZATIONS.

    ``(a) In General.--An underwriter, placement agent, initial 
purchaser, or sponsor, or any affiliate or subsidiary of any such 
entity, of an asset-backed security (as such term is defined in

[[Page 124 STAT. 1632]]

section 3 of the Securities and Exchange Act of 1934 (15 U.S.C. 78c), 
which for the purposes of this section shall include a synthetic asset-
backed security), shall not, at any time for a period ending on the date 
that is one year after the date of the first closing of the sale of the 
asset-backed security, engage in any transaction that would involve or 
result in any material conflict of interest with respect to any investor 
in a transaction arising out of such activity.
    ``(b) <<NOTE: Deadline.>>  Rulemaking.--Not later than 270 days 
after the date of enactment of this section, the Commission shall issue 
rules for the purpose of implementing subsection (a).

    ``(c) Exception.--The prohibitions of subsection (a) shall not apply 
to--
            ``(1) risk-mitigating hedging activities in connection with 
        positions or holdings arising out of the underwriting, 
        placement, initial purchase, or sponsorship of an asset-backed 
        security, provided that such activities are designed to reduce 
        the specific risks to the underwriter, placement agent, initial 
        purchaser, or sponsor associated with positions or holdings 
        arising out of such underwriting, placement, initial purchase, 
        or sponsorship; or
            ``(2) purchases or sales of asset-backed securities made 
        pursuant to and consistent with--
                    ``(A) commitments of the underwriter, placement 
                agent, initial purchaser, or sponsor, or any affiliate 
                or subsidiary of any such entity, to provide liquidity 
                for the asset-backed security, or
                    ``(B) bona fide market-making in the asset backed 
                security.

    ``(d) Rule of Construction.--This subsection shall not otherwise 
limit the application of section 15G of the Securities Exchange Act of 
1934.''.
    (b) <<NOTE: 15 USC 77z-2a note.>>  Effective Date.--Section 27B of 
the Securities Act of 1933, as added by this section, shall take effect 
on the effective date of final rules issued by the Commission under 
subsection (b) of such section 27B, except that subsections (b) and (d) 
of such section 27B shall take effect on the date of enactment of this 
Act.
SEC. 622. CONCENTRATION LIMITS ON LARGE FINANCIAL FIRMS.

    The Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) is 
amended by adding at the end the following:
``SEC. 14. <<NOTE: 12 USC 1852.>> CONCENTRATION LIMITS ON LARGE 
                      FINANCIAL FIRMS.

    ``(a) Definitions.--In this section--
            ``(1) the term `Council' means the Financial Stability 
        Oversight Council;
            ``(2) the term `financial company' means--
                    ``(A) an insured depository institution;
                    ``(B) a bank holding company;
                    ``(C) a savings and loan holding company;
                    ``(D) a company that controls an insured depository 
                institution;
                    ``(E) a nonbank financial company supervised by the 
                Board under title I of the Dodd-Frank Wall Street Reform 
                and Consumer Protection Act; and
                    ``(F) a foreign bank or company that is treated as a 
                bank holding company for purposes of this Act; and
            ``(3) the term `liabilities' means--

[[Page 124 STAT. 1633]]

                    ``(A) with respect to a United States financial 
                company--
                          ``(i) the total risk-weighted assets of the 
                      financial company, as determined under the risk-
                      based capital rules applicable to bank holding 
                      companies, as adjusted to reflect exposures that 
                      are deducted from regulatory capital; less
                          ``(ii) the total regulatory capital of the 
                      financial company under the risk-based capital 
                      rules applicable to bank holding companies;
                    ``(B) with respect to a foreign-based financial 
                company--
                          ``(i) the total risk-weighted assets of the 
                      United States operations of the financial company, 
                      as determined under the applicable risk-based 
                      capital rules, as adjusted to reflect exposures 
                      that are deducted from regulatory capital; less
                          ``(ii) the total regulatory capital of the 
                      United States operations of the financial company, 
                      as determined under the applicable risk-based 
                      capital rules; and
                    ``(C) with respect to an insurance company or other 
                nonbank financial company supervised by the Board, such 
                assets of the company as the Board shall specify by 
                rule, in order to provide for consistent and equitable 
                treatment of such companies.

    ``(b) Concentration Limit.--Subject to the recommendations by the 
Council under subsection (e), a financial company may not merge or 
consolidate with, acquire all or substantially all of the assets of, or 
otherwise acquire control of, another company, if the total consolidated 
liabilities of the acquiring financial company upon consummation of the 
transaction would exceed 10 percent of the aggregate consolidated 
liabilities of all financial companies at the end of the calendar year 
preceding the transaction.
    ``(c) Exception to Concentration Limit.--With the prior written 
consent of the Board, the concentration limit under subsection (b) shall 
not apply to an acquisition--
            ``(1) of a bank in default or in danger of default;
            ``(2) with respect to which assistance is provided by the 
        Federal Deposit Insurance Corporation under section 13(c) of the 
        Federal Deposit Insurance Act (12 U.S.C. 1823(c)); or
            ``(3) that would result only in a de minimis increase in the 
        liabilities of the financial company.

    ``(d) Rulemaking and Guidance.--The Board shall issue regulations 
implementing this section in accordance with the recommendations of the 
Council under subsection (e), including the definition of terms, as 
necessary. The Board may issue interpretations or guidance regarding the 
application of this section to an individual financial company or to 
financial companies in general.
    ``(e) Council Study and Rulemaking.--
            ``(1) <<NOTE: Deadline.>>  Study and recommendations.--Not 
        later than 6 months after the date of enactment of this section, 
        the Council shall--
                    ``(A) complete a study of the extent to which the 
                concentration limit under this section would affect 
                financial stability, moral hazard in the financial 
                system, the efficiency and competitiveness of United 
                States financial firms

[[Page 124 STAT. 1634]]

                and financial markets, and the cost and availability of 
                credit and other financial services to households and 
                businesses in the United States; and
                    ``(B) make recommendations regarding any 
                modifications to the concentration limit that the 
                Council determines would more effectively implement this 
                section.
            ``(2) <<NOTE: Deadline.>> Rulemaking.--Not later than 9 
        months after the date of completion of the study under paragraph 
        (1), and notwithstanding subsections (b) and (d), the Board 
        shall issue final regulations implementing this section, which 
        shall reflect any recommendations by the Council under paragraph 
        (1)(B).''.
SEC. 623. INTERSTATE MERGER TRANSACTIONS.

    (a) Interstate Merger Transactions.--Section 18(c) of the Federal 
Deposit Insurance Act (12 U.S.C. 1828(c)) is amended by adding at the 
end the following:
    ``(13)(A) Except as provided in subparagraph (B), the responsible 
agency may not approve an application for an interstate merger 
transaction if the resulting insured depository institution (including 
all insured depository institutions which are affiliates of the 
resulting insured depository institution), upon consummation of the 
transaction, would control more than 10 percent of the total amount of 
deposits of insured depository institutions in the United States.
    ``(B) Subparagraph (A) shall not apply to an interstate merger 
transaction that involves 1 or more insured depository institutions in 
default or in danger of default, or with respect to which the 
Corporation provides assistance under section 13.
    ``(C) In this paragraph--
            ``(i) the term `interstate merger transaction' means a 
        merger transaction involving 2 or more insured depository 
        institutions that have different home States and that are not 
        affiliates; and
            ``(ii) the term `home State' means--
                    ``(I) with respect to a national bank, the State in 
                which the main office of the bank is located;
                    ``(II) with respect to a State bank or State savings 
                association, the State by which the State bank or State 
                savings association is chartered; and
                    ``(III) with respect to a Federal savings 
                association, the State in which the home office (as 
                defined by the regulations of the Director of the Office 
                of Thrift Supervision, or, on and after the transfer 
                date, the Comptroller of the Currency) of the Federal 
                savings association is located.''.

    (b) Acquisitions by Bank Holding Companies.--
            (1) In general.--Section 4 of the Bank Holding Company Act 
        of 1956 (12 U.S.C. 1843) is amended--
                    (A) in subsection (i), by adding at the end the 
                following:
            ``(8) Interstate acquisitions.--
                    ``(A) In general.--The Board may not approve an 
                application by a bank holding company to acquire an 
                insured depository institution under subsection (c)(8) 
                or any other provision of this Act if--
                          ``(i) the home State of such insured 
                      depository institution is a State other than the 
                      home State of the bank holding company; and

[[Page 124 STAT. 1635]]

                          ``(ii) the applicant (including all insured 
                      depository institutions which are affiliates of 
                      the applicant) controls, or upon consummation of 
                      the transaction would control, more than 10 
                      percent of the total amount of deposits of insured 
                      depository institutions in the United States.
                    ``(B) Exception.--Subparagraph (A) shall not apply 
                to an acquisition that involves an insured depository 
                institution in default or in danger of default, or with 
                respect to which the Federal Deposit Insurance 
                Corporation provides assistance under section 13 of the 
                Federal Deposit Insurance Act (12 U.S.C. 1823).''; and
                    (B) in subsection (k)(6)(B), by striking ``savings 
                association'' and inserting ``insured depository 
                institution''.
            (2) Definitions.--Section 2(o)(4) of the Bank Holding 
        Company Act of 1956 (12 U.S.C. 1841(o)(4)) is amended--
                    (A) in subparagraph (B), by striking ``and'' at the 
                end;
                    (B) in subparagraph (C)(ii), by striking the period 
                at the end and inserting a semicolon; and
                    (C) by adding at the end the following:
                    ``(D) with respect to a State savings association, 
                the State by which the savings association is chartered; 
                and
                    ``(E) with respect to a Federal savings association, 
                the State in which the home office (as defined by the 
                regulations of the Director of the Office of Thrift 
                Supervision, or, on and after the transfer date, the 
                Comptroller of the Currency) of the Federal savings 
                association is located.''.

    (c) Acquisitions by Savings and Loan Holding Companies.--Section 
10(e)(2) of the Home Owners' Loan Act (12 U.S.C. 1467a(e)(2)) is 
amended--
            (1) in paragraph (2)--
                    (A) in subparagraph (C), by striking ``or'' at the 
                end;
                    (B) in subparagraph (D), by striking the period at 
                the end and inserting ``, or''; and
                    (C) by adding at the end the following:
                    ``(E) in the case of an application by a savings and 
                loan holding company to acquire an insured depository 
                institution, if--
                          ``(i) the home State of the insured depository 
                      institution is a State other than the home State 
                      of the savings and loan holding company;
                          ``(ii) the applicant (including all insured 
                      depository institutions which are affiliates of 
                      the applicant) controls, or upon consummation of 
                      the transaction would control, more than 10 
                      percent of the total amount of deposits of insured 
                      depository institutions in the United States; and
                          ``(iii) the acquisition does not involve an 
                      insured depository institution in default or in 
                      danger of default, or with respect to which the 
                      Federal Deposit Insurance Corporation provides 
                      assistance under section 13 of the Federal Deposit 
                      Insurance Act (12 U.S.C. 1823).''; and
            (2) by adding at the end the following:
            ``(7) Definitions.--For purposes of paragraph (2)(E)--
                    ``(A) the terms `default', `in danger of default', 
                and `insured depository institution' have the same 
                meanings

[[Page 124 STAT. 1636]]

                as in section 3 of the Federal Deposit Insurance Act (12 
                U.S.C. 1813); and
                    ``(B) the term `home State' means--
                          ``(i) with respect to a national bank, the 
                      State in which the main office of the bank is 
                      located;
                          ``(ii) with respect to a State bank or State 
                      savings association, the State by which the 
                      savings association is chartered;
                          ``(iii) with respect to a Federal savings 
                      association, the State in which the home office 
                      (as defined by the regulations of the Director of 
                      the Office of Thrift Supervision, or, on and after 
                      the transfer date, the Comptroller of the 
                      Currency) of the Federal savings association is 
                      located; and
                          ``(iv) with respect to a savings and loan 
                      holding company, the State in which the amount of 
                      total deposits of all insured depository 
                      institution subsidiaries of such company was the 
                      greatest on the date on which the company became a 
                      savings and loan holding company.''.
SEC. 624. QUALIFIED THRIFT LENDERS.

    Section 10(m)(3) of the Home Owners' Loan Act (12 U.S.C. 
1467a(m)(3)) is amended--
            (1) by striking subparagraph (A) and inserting the 
        following:
                    ``(A) In general.--A savings association that fails 
                to become or remain a qualified thrift lender shall 
                immediately be subject to the restrictions under 
                subparagraph (B).''; and
            (2) in subparagraph (B)(i), by striking subclause (III) and 
        inserting the following:
                                    ``(III) Dividends.--The savings 
                                association may not pay dividends, 
                                except for dividends that--
                                            ``(aa) would be permissible 
                                        for a national bank;
                                            ``(bb) are necessary to meet 
                                        obligations of a company that 
                                        controls such savings 
                                        association; and
                                            ``(cc) are specifically 
                                        approved by the Comptroller of 
                                        the Currency and the Board after 
                                        a written request submitted to 
                                        the Comptroller of the Currency 
                                        and the Board by the savings 
                                        association not later than 30 
                                        days before the date of the 
                                        proposed payment.
                                    ``(IV) Regulatory authority.--A 
                                savings association that fails to become 
                                or remain a qualified thrift lender 
                                shall be deemed to have violated section 
                                5 of the Home Owners' Loan Act (12 
                                U.S.C. 1464) and subject to actions 
                                authorized by section 5(d) of the Home 
                                Owners' Loan Act (12 U.S.C. 1464(d)).''.
SEC. 625. TREATMENT OF DIVIDENDS BY CERTAIN MUTUAL HOLDING 
                        COMPANIES.

    (a) In General.--Section 10(o) of the Home Owners' Loan Act (12 
U.S.C. 1467a(o) is amended by adding at the end the following:

[[Page 124 STAT. 1637]]

            ``(11) Dividends.--
                    ``(A) Declaration of dividends.--
                          ``(i) <<NOTE: Deadline.>> Advance notice 
                      required.--Each subsidiary of a mutual holding 
                      company that is a savings association shall give 
                      the appropriate Federal banking agency and the 
                      Board notice not later than 30 days before the 
                      date of a proposed declaration by the board of 
                      directors of the savings association of any 
                      dividend on the guaranty, permanent, or other 
                      nonwithdrawable stock of the savings association.
                          ``(ii) <<NOTE: Time period.>>  Invalid 
                      dividends.--Any dividend described in clause (i) 
                      that is declared without giving notice to the 
                      appropriate Federal banking agency and the Board 
                      under clause (i), or that is declared during the 
                      30-day period preceding the date of a proposed 
                      declaration for which notice is given to the 
                      appropriate Federal banking agency and the Board 
                      under clause (i), shall be invalid and shall 
                      confer no rights or benefits upon the holder of 
                      any such stock.
                    ``(B) Waiver of dividends.--A mutual holding company 
                may waive the right to receive any dividend declared by 
                a subsidiary of the mutual holding company, if--
                          ``(i) no insider of the mutual holding 
                      company, associate of an insider, or tax-qualified 
                      or non-tax-qualified employee stock benefit plan 
                      of the mutual holding company holds any share of 
                      the stock in the class of stock to which the 
                      waiver would apply; or
                          ``(ii) <<NOTE: Deadline.>> the mutual holding 
                      company gives written notice to the Board of the 
                      intent of the mutual holding company to waive the 
                      right to receive dividends, not later than 30 days 
                      before the date of the proposed date of payment of 
                      the dividend, and the Board does not object to the 
                      waiver.
                    ``(C) Resolution included in waiver notice.--A 
                notice of a waiver under subparagraph (B) shall include 
                a copy of the resolution of the board of directors of 
                the mutual holding company, in such form and substance 
                as the Board may determine, together with any supporting 
                materials relied upon by the board of directors of the 
                mutual holding company, concluding that the proposed 
                dividend waiver is consistent with the fiduciary duties 
                of the board of directors to the mutual members of the 
                mutual holding company.
                    ``(D) Standards for waiver of dividend.--The Board 
                may not object to a waiver of dividends under 
                subparagraph (B) if--
                          ``(i) the waiver would not be detrimental to 
                      the safe and sound operation of the savings 
                      association;
                          ``(ii) the board of directors of the mutual 
                      holding company expressly determines that a waiver 
                      of the dividend by the mutual holding company is 
                      consistent with the fiduciary duties of the board 
                      of directors to the mutual members of the mutual 
                      holding company; and
                          ``(iii) the mutual holding company has, prior 
                      to December 1, 2009--

[[Page 124 STAT. 1638]]

                                    ``(I) reorganized into a mutual 
                                holding company under subsection (o);
                                    ``(II) issued minority stock either 
                                from its mid-tier stock holding company 
                                or its subsidiary stock savings 
                                association; and
                                    ``(III) waived dividends it had a 
                                right to receive from the subsidiary 
                                stock savings association.
                    ``(E) Valuation.--
                          ``(i) In general.--The appropriate Federal 
                      banking agency shall consider waived dividends in 
                      determining an appropriate exchange ratio in the 
                      event of a full conversion to stock form.
                          ``(ii) Exception.--In the case of a savings 
                      association that has reorganized into a mutual 
                      holding company, has issued minority stock from a 
                      mid-tier stock holding company or a subsidiary 
                      stock savings association of the mutual holding 
                      company, and has waived dividends it had a right 
                      to receive from a subsidiary savings association 
                      before December 1, 2009, the appropriate Federal 
                      banking agency shall not consider waived dividends 
                      in determining an appropriate exchange ratio in 
                      the event of a full conversion to stock form.''.

    (b) <<NOTE: 12 USC 1467a note.>> Effective Date.--The amendment made 
by subsection (a) shall take effect on the transfer date.
SEC. 626. INTERMEDIATE HOLDING COMPANIES.

    The Home Owners' Loan Act (12 U.S.C. 1461 et seq.) is amended by 
inserting after section 10 (12 U.S.C. 1467a) the following new section:
``SEC. 10A. <<NOTE: 12 USC 1467b.>>  INTERMEDIATE HOLDING 
                        COMPANIES.

    ``(a) Definition.--For purposes of this section:
            ``(1) Financial activities.--The term `financial activities' 
        means activities described in clauses (i) and (ii) of section 
        10(c)(9)(A).
            ``(2) Grandfathered unitary savings and loan holding 
        company.--The term `grandfathered unitary savings and loan 
        holding company' means a company described in section 
        10(c)(9)(C).
            ``(3) Internal financial activities.--The term `internal 
        financial activities' includes--
                    ``(A) internal financial activities conducted by a 
                grandfathered savings and loan holding company or any 
                affiliate; and
                    ``(B) internal treasury, investment, and employee 
                benefit functions.

    ``(b) Requirement.--
            ``(1) In general.--
                    ``(A) Activities other than financial activities.--
                If <<NOTE: Deadline.>>  a grandfathered unitary savings 
                and loan holding company conducts activities other than 
                financial activities, the Board may require such company 
                to establish and conduct all or a portion of such 
                financial activities in or through an intermediate 
                holding company, which shall be a savings and loan 
                holding company, established pursuant to regulations of 
                the Board, not later than 90 days (or such longer

[[Page 124 STAT. 1639]]

                period as the Board may deem appropriate) after the 
                transfer date.
                    ``(B) Other activities.--Notwithstanding 
                subparagraph (A), the Board shall require a 
                grandfathered unitary savings and loan holding company 
                to establish an intermediate holding company if the 
                Board makes a determination that the establishment of 
                such intermediate holding company is necessary--
                          ``(i) to appropriately supervise activities 
                      that are determined to be financial activities; or
                          ``(ii) to ensure that supervision by the Board 
                      does not extend to the activities of such company 
                      that are not financial activities.
            ``(2) Internal financial activities.--
                    ``(A) Treatment of internal financial activities.--
                For purposes of this subsection, the internal financial 
                activities of a grandfathered unitary savings and loan 
                holding company shall not be required to be placed in an 
                intermediate holding company.
                    ``(B) Grandfathered activities.--A grandfathered 
                unitary savings and loan holding company may continue to 
                engage in an internal financial activity, subject to 
                review by the Board to determine whether engaging in 
                such activity presents undue risk to the grandfathered 
                unitary savings and loan holding company or to the 
                financial stability of the United States, if--
                          ``(i) the grandfathered unitary savings and 
                      loan holding company engaged in the activity 
                      during the year before the date of enactment of 
                      this section; and
                          ``(ii) at least \2/3\ of the assets or \2/3\ 
                      of the revenues generated from the activity are 
                      from or attributable to the grandfathered unitary 
                      savings and loan holding company.
            ``(3) Source of strength.--A grandfathered unitary savings 
        and loan holding company that directly or indirectly controls an 
        intermediate holding company established under this section 
        shall serve as a source of strength to its subsidiary 
        intermediate holding company.
            ``(4) Parent company reports.--The Board, may from time to 
        time, examine and require reports under oath from a 
        grandfathered unitary savings and loan holding company that 
        controls an intermediate holding company, and from the 
        appropriate officers or directors of such company, solely for 
        purposes of ensuring compliance with the provisions of this 
        section, including assessing the ability of the company to serve 
        as a source of strength to its subsidiary intermediate holding 
        company as required under paragraph (3) and enforcing compliance 
        with such requirement.
            ``(5) Limited parent company enforcement.--
                    ``(A) In general.--In addition to any other 
                authority of the Board, the Board may enforce compliance 
                with the provisions of this subsection that are 
                applicable to any company described in paragraph (1)(A) 
                that controls an intermediate holding company under 
                section 8 of the Federal Deposit Insurance Act, and a 
                company described in paragraph (1)(A) shall be subject 
                to such section (solely for purposes of this 
                subparagraph) in the same manner

[[Page 124 STAT. 1640]]

                and to the same extent as if the company described in 
                paragraph (1)(A) were a savings and loan holding 
                company.
                    ``(B) Application of other act.--Any violation of 
                this subsection by a grandfathered unitary savings and 
                loan holding company that controls an intermediate 
                holding company may also be treated as a violation of 
                the Federal Deposit Insurance Act for purposes of 
                subparagraph (A).
                    ``(C) No effect on other authority.--No provision of 
                this paragraph shall be construed as limiting any 
                authority of the Board or any other Federal agency under 
                any other provision of law.

    ``(c) Regulations.--The Board--
            ``(1) shall promulgate regulations to establish the criteria 
        for determining whether to require a grandfathered unitary 
        savings and loan holding company to establish an intermediate 
        holding company under subsection (b); and
            ``(2) may promulgate regulations to establish any 
        restrictions or limitations on transactions between an 
        intermediate holding company or a parent of such company and its 
        affiliates, as necessary to prevent unsafe and unsound practices 
        in connection with transactions between the intermediate holding 
        company, or any subsidiary thereof, and its parent company or 
        affiliates that are not subsidiaries of the intermediate holding 
        company, except that such regulations shall not restrict or 
        limit any transaction in connection with the bona fide 
        acquisition or lease by an unaffiliated person of assets, goods, 
        or services.

    ``(d) Rules of Construction.--
            ``(1) Activities.--Nothing in this section shall be 
        construed to require a grandfathered unitary savings and loan 
        holding company to conform its activities to permissible 
        activities.
            ``(2) Permissible corporate reorganization.--The formation 
        of an intermediate holding company as required in subsection (b) 
        shall be presumed to be a permissible corporate reorganization 
        as described in section 10(c)(9)(D).''.
SEC. 627. INTEREST-BEARING TRANSACTION ACCOUNTS AUTHORIZED.

    (a) Repeal of Prohibition on Payment of Interest on Demand 
Deposits.--
            (1) Federal reserve act.--Section 19(i) of the Federal 
        Reserve Act (12 U.S.C. 371a) is amended to read as follows:

    ``(i) [Repealed]''.
            (2) Home owners' loan act.--The first sentence of section 
        5(b)(1)(B) of the Home Owners' Loan Act (12 U.S.C. 
        1464(b)(1)(B)) is amended by striking ``savings association may 
        not--'' and all that follows through ``(ii) permit any'' and 
        inserting ``savings association may not permit any''.
            (3) Federal deposit insurance act.--Section 18(g) of the 
        Federal Deposit Insurance Act (12 U.S.C. 1828(g)) is amended to 
        read as follows:

    ``(g) [Repealed]''.
    (b) <<NOTE: 12 USC 371a note.>> Effective Date.--The amendments made 
by subsection (a) shall take effect 1 year after the date of the 
enactment of this Act.
SEC. 628. CREDIT CARD BANK SMALL BUSINESS LENDING.

    Section 2(c)(2)(F)(v) of the Bank Holding Company Act of 1956 (12 
U.S.C. 1841(c)(2)(F)(v)) is amended by inserting before the

[[Page 124 STAT. 1641]]

period the following: ``, other than credit card loans that are made to 
businesses that meet the criteria for a small business concern to be 
eligible for business loans under regulations established by the Small 
Business Administration under part 121 of title 13, Code of Federal 
Regulations''.

    TITLE <<NOTE: Wall Street Transparency and Accountability Act of 
2010.>>  VII--WALL STREET TRANSPARENCY AND ACCOUNTABILITY
SEC. 701. <<NOTE: 15 USC 8301 note.>>  SHORT TITLE.

    This title may be cited as the ``Wall Street Transparency and 
Accountability Act of 2010''.

        Subtitle A--Regulation of Over-the-Counter Swaps Markets

                      PART I--REGULATORY AUTHORITY

SEC. 711. <<NOTE: 15 USC 8301.>>  DEFINITIONS.

    In this subtitle, the terms ``prudential regulator'', ``swap'', 
``swap dealer'', ``major swap participant'', ``swap data repository'', 
``associated person of a swap dealer or major swap participant'', 
``eligible contract participant'', ``swap execution facility'', 
``security-based swap'', ``security-based swap dealer'', ``major 
security-based swap participant'', and ``associated person of a 
security-based swap dealer or major security-based swap participant'' 
have the meanings given the terms in section 1a of the Commodity 
Exchange Act (7 U.S.C. 1a), including any modification of the meanings 
under section 721(b) of this Act.
SEC. 712. <<NOTE: 15 USC 8302.>>  REVIEW OF REGULATORY AUTHORITY.

    (a) Consultation.--
            (1) Commodity futures trading commission.--Before commencing 
        any rulemaking or issuing an order regarding swaps, swap 
        dealers, major swap participants, swap data repositories, 
        derivative clearing organizations with regard to swaps, persons 
        associated with a swap dealer or major swap participant, 
        eligible contract participants, or swap execution facilities 
        pursuant to this subtitle, the Commodity Futures Trading 
        Commission shall consult and coordinate to the extent possible 
        with the Securities and Exchange Commission and the prudential 
        regulators for the purposes of assuring regulatory consistency 
        and comparability, to the extent possible.
            (2) Securities and exchange commission.--Before commencing 
        any rulemaking or issuing an order regarding security-based 
        swaps, security-based swap dealers, major security-based swap 
        participants, security-based swap data repositories, clearing 
        agencies with regard to security-based swaps, persons associated 
        with a security-based swap dealer or major security-based swap 
        participant, eligible contract participants with regard to 
        security-based swaps, or security-based swap execution 
        facilities pursuant to subtitle B, the Securities and Exchange 
        Commission shall consult and coordinate to the

[[Page 124 STAT. 1642]]

        extent possible with the Commodity Futures Trading Commission 
        and the prudential regulators for the purposes of assuring 
        regulatory consistency and comparability, to the extent 
        possible.
            (3) Procedures and deadline.--Such regulations shall be 
        prescribed in accordance with applicable requirements of title 
        5, United States Code, and shall be issued in final form not 
        later than 360 days after the date of enactment of this Act.
            (4) Applicability.--The requirements of paragraphs (1) and 
        (2) shall not apply to an order issued--
                    (A) in connection with or arising from a violation 
                or potential violation of any provision of the Commodity 
                Exchange Act (7 U.S.C. 1 et seq.);
                    (B) in connection with or arising from a violation 
                or potential violation of any provision of the 
                securities laws; or
                    (C) in any proceeding that is conducted on the 
                record in accordance with sections 556 and 557 of title 
                5, United States Code.
            (5) Effect.--Nothing in this subsection authorizes any 
        consultation or procedure for consultation that is not 
        consistent with the requirements of subchapter II of chapter 5, 
        and chapter 7, of title 5, United States Code (commonly known as 
        the ``Administrative Procedure Act'').
            (6) Rules; orders.--In developing and promulgating rules or 
        orders pursuant to this subsection, each Commission shall 
        consider the views of the prudential regulators.
            (7) Treatment of similar products and entities.--
                    (A) In general.--In adopting rules and orders under 
                this subsection, the Commodity Futures Trading 
                Commission and the Securities and Exchange Commission 
                shall treat functionally or economically similar 
                products or entities described in paragraphs (1) and (2) 
                in a similar manner.
                    (B) Effect.--Nothing in this subtitle requires the 
                Commodity Futures Trading Commission or the Securities 
                and Exchange Commission to adopt joint rules or orders 
                that treat functionally or economically similar products 
                or entities described in paragraphs (1) and (2) in an 
                identical manner.
            (8) Mixed swaps.--The Commodity Futures Trading Commission 
        and the Securities and Exchange Commission, after consultation 
        with the Board of Governors, shall jointly prescribe such 
        regulations regarding mixed swaps, as described in section 
        1a(47)(D) of the Commodity Exchange Act (7 U.S.C. 1a(47)(D)) and 
        in section 3(a)(68)(D) of the Securities Exchange Act of 1934 
        (15 U.S.C. 78c(a)(68)(D)), as may be necessary to carry out the 
        purposes of this title.

    (b) Limitation.--
            (1) Commodity futures trading commission.--Nothing in this 
        title, unless specifically provided, confers jurisdiction on the 
        Commodity Futures Trading Commission to issue a rule, 
        regulation, or order providing for oversight or regulation of--
                    (A) security-based swaps; or
                    (B) with regard to its activities or functions 
                concerning security-based swaps--

[[Page 124 STAT. 1643]]

                          (i) security-based swap dealers;
                          (ii) major security-based swap participants;
                          (iii) security-based swap data repositories;
                          (iv) associated persons of a security-based 
                      swap dealer or major security-based swap 
                      participant;
                          (v) eligible contract participants with 
                      respect to security-based swaps; or
                          (vi) swap execution facilities with respect to 
                      security-based swaps.
            (2) Securities and exchange commission.--Nothing in this 
        title, unless specifically provided, confers jurisdiction on the 
        Securities and Exchange Commission or State securities 
        regulators to issue a rule, regulation, or order providing for 
        oversight or regulation of--
                    (A) swaps; or
                    (B) with regard to its activities or functions 
                concerning swaps--
                          (i) swap dealers;
                          (ii) major swap participants;
                          (iii) swap data repositories;
                          (iv) persons associated with a swap dealer or 
                      major swap participant;
                          (v) eligible contract participants with 
                      respect to swaps; or
                          (vi) swap execution facilities with respect to 
                      swaps.
            (3) Prohibition on certain futures associations and national 
        securities associations.--
                    (A) Futures associations.--Notwithstanding any other 
                provision of law (including regulations), unless 
                otherwise authorized by this title, no futures 
                association registered under section 17 of the Commodity 
                Exchange Act (7 U.S.C. 21) may issue a rule, regulation, 
                or order for the oversight or regulation of, or 
                otherwise assert jurisdiction over, for any purpose, any 
                security-based swap, except that this subparagraph shall 
                not limit the authority of a registered futures 
                association to examine for compliance with, and enforce, 
                its rules on capital adequacy.
                    (B) National securities associations.--
                Notwithstanding any other provision of law (including 
                regulations), unless otherwise authorized by this title, 
                no national securities association registered under 
                section 15A of the Securities Exchange Act of 1934 (15 
                U.S.C. 78o-3) may issue a rule, regulation, or order for 
                the oversight or regulation of, or otherwise assert 
                jurisdiction over, for any purpose, any swap, except 
                that this subparagraph shall not limit the authority of 
                a national securities association to examine for 
                compliance with, and enforce, its rules on capital 
                adequacy.

    (c) Objection to Commission Regulation.--
            (1) Filing of petition for review.--
                    (A) <<NOTE: Deadline.>> In general.--If either 
                Commission referred to in this section determines that a 
                final rule, regulation, or order of the other Commission 
                conflicts with subsection (a)(7) or (b), then the 
                complaining Commission may obtain review of the final 
                rule, regulation, or order in the United States Court of 
                Appeals for the District of Columbia Circuit by filing 
                in the court, not later than 60 days after the

[[Page 124 STAT. 1644]]

                date of publication of the final rule, regulation, or 
                order, a written petition requesting that the rule, 
                regulation, or order be set aside.
                    (B) Expedited proceeding.--A proceeding described in 
                subparagraph (A) shall be expedited by the United States 
                Court of Appeals for the District of Columbia Circuit.
            (2) Transmittal of petition and record.--
                    (A) In general.--A copy <<NOTE: Deadline.>>  of a 
                petition described in paragraph (1) shall be transmitted 
                not later than 1 business day after the date of filing 
                by the complaining Commission to the Secretary of the 
                responding Commission.
                    (B) Duty of responding commission.--On receipt of 
                the copy of a petition described in paragraph (1), the 
                responding Commission shall file with the United States 
                Court of Appeals for the District of Columbia Circuit--
                          (i) a copy of the rule, regulation, or order 
                      under review (including any documents referred to 
                      therein); and
                          (ii) any other materials prescribed by the 
                      United States Court of Appeals for the District of 
                      Columbia Circuit.
            (3) Standard of review.--The United States Court of Appeals 
        for the District of Columbia Circuit shall--
                    (A) give deference to the views of neither 
                Commission; and
                    (B) determine to affirm or set aside a rule, 
                regulation, or order of the responding Commission under 
                this subsection, based on the determination of the court 
                as to whether the rule, regulation, or order is in 
                conflict with subsection (a)(7) or (b), as applicable.
            (4) Judicial stay.--The filing of a petition by the 
        complaining Commission pursuant to paragraph (1) shall operate 
        as a stay of the rule, regulation, or order until the date on 
        which the determination of the United States Court of Appeals 
        for the District of Columbia Circuit is final (including any 
        appeal of the determination).

    (d) Joint Rulemaking.--
            (1) In general.--Notwithstanding any other provision of this 
        title and subsections (b) and (c), the Commodity Futures Trading 
        Commission and the Securities and Exchange Commission, in 
        consultation with the Board of Governors, shall further define 
        the terms ``swap'', ``security-based swap'', ``swap dealer'', 
        ``security-based swap dealer'', ``major swap participant'', 
        ``major security-based swap participant'', ``eligible contract 
        participant'', and ``security-based swap agreement'' in section 
        1a(47)(A)(v) of the Commodity Exchange Act (7 U.S.C. 
        1a(47)(A)(v)) and section 3(a)(78) of the Securities Exchange 
        Act of 1934 (15 U.S.C. 78c(a)(78)).
            (2) Authority of the commissions.--
                    (A) In general.--Notwithstanding any other provision 
                of this title, the Commodity Futures Trading Commission 
                and the Securities and Exchange Commission, in 
                consultation with the Board of Governors, shall jointly 
                adopt such other rules regarding such definitions as the 
                Commodity Futures Trading Commission and the Securities 
                and

[[Page 124 STAT. 1645]]

                Exchange Commission determine are necessary and 
                appropriate, in the public interest, and for the 
                protection of investors.
                    (B) Trade repository recordkeeping.--Notwithstanding 
                any other provision of this title, the Commodity Futures 
                Trading Commission and the Securities and Exchange 
                Commission, in consultation with the Board of Governors, 
                shall engage in joint rulemaking to jointly adopt a rule 
                or rules governing the books and records that are 
                required to be kept and maintained regarding security-
                based swap agreements by persons that are registered as 
                swap data repositories under the Commodity Exchange Act, 
                including uniform rules that specify the data elements 
                that shall be collected and maintained by each 
                repository.
                    (C) Books and records.--Notwithstanding any other 
                provision of this title, the Commodity Futures Trading 
                Commission and the Securities and Exchange Commission, 
                in consultation with the Board of Governors, shall 
                engage in joint rulemaking to jointly adopt a rule or 
                rules governing books and records regarding security-
                based swap agreements, including daily trading records, 
                for swap dealers, major swap participants, security-
                based swap dealers, and security-based swap 
                participants.
                    (D) Comparable rules.--Rules and regulations 
                prescribed jointly under this title by the Commodity 
                Futures Trading Commission and the Securities and 
                Exchange Commission shall be comparable to the maximum 
                extent possible, taking into consideration differences 
                in instruments and in the applicable statutory 
                requirements.
                    (E) Tracking uncleared transactions.--Any rules 
                prescribed under subparagraph (A) shall require the 
                maintenance of records of all activities relating to 
                security-based swap agreement transactions defined under 
                subparagraph (A) that are not cleared.
                    (F) Sharing of information.--The Commodity Futures 
                Trading Commission shall make available to the 
                Securities and Exchange Commission information relating 
                to security-based swap agreement transactions defined in 
                subparagraph (A) that are not cleared.
            (3) Financial stability oversight council.--In the event 
        that the Commodity Futures Trading Commission and the Securities 
        and Exchange Commission fail to jointly prescribe rules pursuant 
        to paragraph (1) or (2) in a timely manner, at the request of 
        either Commission, the Financial Stability Oversight Council 
        shall resolve the dispute--
                    (A) within a reasonable time after receiving the 
                request;
                    (B) after consideration of relevant information 
                provided by each Commission; and
                    (C) by agreeing with 1 of the Commissions regarding 
                the entirety of the matter or by determining a 
                compromise position.
            (4) Joint interpretation.--Any interpretation of, or 
        guidance by either Commission regarding, a provision of this 
        title, shall be effective only if issued jointly by the 
        Commodity Futures Trading Commission and the Securities and 
        Exchange Commission, after consultation with the Board of 
        Governors,

[[Page 124 STAT. 1646]]

        if this title requires the Commodity Futures Trading Commission 
        and the Securities and Exchange Commission to issue joint 
        regulations to implement the provision.

    (e) <<NOTE: Deadline.>> Global Rulemaking Timeframe.--Unless 
otherwise provided in this title, or an amendment made by this title, 
the Commodity Futures Trading Commission or the Securities and Exchange 
Commission, or both, shall individually, and not jointly, promulgate 
rules and regulations required of each Commission under this title or an 
amendment made by this title not later than 360 days after the date of 
enactment of this Act.

    (f) Rules and Registration Before Final Effective Dates.--Beginning 
on the date of enactment of this Act and notwithstanding the effective 
date of any provision of this Act, the Commodity Futures Trading 
Commission and the Securities and Exchange Commission may, in order to 
prepare for the effective dates of the provisions of this Act--
            (1) promulgate rules, regulations, or orders permitted or 
        required by this Act;
            (2) conduct studies and prepare reports and recommendations 
        required by this Act;
            (3) register persons under the provisions of this Act; and
            (4) exempt persons, agreements, contracts, or transactions 
        from provisions of this Act, under the terms contained in this 
        Act,

provided, however, that no action by the Commodity Futures Trading 
Commission or the Securities and Exchange Commission described in 
paragraphs (1) through (4) shall become effective prior to the effective 
date applicable to such action under the provisions of this Act.
SEC. 713. PORTFOLIO MARGINING CONFORMING CHANGES.

    (a) Securities Exchange Act of 1934.--Section 15(c)(3) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o(c)(3)) is amended by 
adding at the end the following:
                    ``(C) Notwithstanding any provision of sections 
                2(a)(1)(C)(i) or 4d(a)(2) of the Commodity Exchange Act 
                and the rules and regulations thereunder, and pursuant 
                to an exemption granted by the Commission under section 
                36 of this title or pursuant to a rule or regulation, 
                cash and securities may be held by a broker or dealer 
                registered pursuant to subsection (b)(1) and also 
                registered as a futures commission merchant pursuant to 
                section 4f(a)(1) of the Commodity Exchange Act, in a 
                portfolio margining account carried as a futures account 
                subject to section 4d of the Commodity Exchange Act and 
                the rules and regulations thereunder, pursuant to a 
                portfolio margining program approved by the Commodity 
                Futures Trading Commission, and subject to subchapter IV 
                of chapter 7 of title 11 of the United States Code and 
                the rules and regulations 
                thereunder. <<NOTE: Consultation.>>  The Commission 
                shall consult with the Commodity Futures Trading 
                Commission to adopt rules to ensure that such 
                transactions and accounts are subject to comparable 
                requirements to the extent practicable for similar 
                products.''.

    (b) Commodity Exchange Act.--Section 4d of the Commodity Exchange 
Act (7 U.S.C. 6d) is amended by adding at the end the following:

[[Page 124 STAT. 1647]]

    ``(h) <<NOTE: Contracts.>>  Notwithstanding subsection (a)(2) or the 
rules and regulations thereunder, and pursuant to an exemption granted 
by the Commission under section 4(c) of this Act or pursuant to a rule 
or regulation, a futures commission merchant that is registered pursuant 
to section 4f(a)(1) of this Act and also registered as a broker or 
dealer pursuant to section 15(b)(1) of the Securities Exchange Act of 
1934 may, pursuant to a portfolio margining program approved by the 
Securities and Exchange Commission pursuant to section 19(b) of the 
Securities Exchange Act of 1934, hold in a portfolio margining account 
carried as a securities account subject to section 15(c)(3) of the 
Securities Exchange Act of 1934 and the rules and regulations 
thereunder, a contract for the purchase or sale of a commodity for 
future delivery or an option on such a contract, and any money, 
securities or other property received from a customer to margin, 
guarantee or secure such a contract, or accruing to a customer as the 
result of such a contract. <<NOTE: Consultation.>> The Commission shall 
consult with the Securities and Exchange Commission to adopt rules to 
ensure that such transactions and accounts are subject to comparable 
requirements to the extent practical for similar products.''.

    (c) Duty of Commodity Futures Trading Commission.--Section 20 of the 
Commodity Exchange Act (7 U.S.C. 24) is amended by adding at the end the 
following:
    ``(c) The Commission shall exercise its authority to ensure that 
securities held in a portfolio margining account carried as a futures 
account are customer property and the owners of those accounts are 
customers for the purposes of subchapter IV of chapter 7 of title 11 of 
the United States Code.''.
SEC. 714. <<NOTE: 15 USC 8303.>>  ABUSIVE SWAPS.

    The Commodity Futures Trading Commission or the Securities and 
Exchange Commission, or both, individually may, by rule or order--
            (1) collect information as may be necessary concerning the 
        markets for any types of--
                    (A) swap (as defined in section 1a of the Commodity 
                Exchange Act (7 U.S.C. 1a)); or
                    (B) security-based swap (as defined in section 1a of 
                the Commodity Exchange Act (7 U.S.C. 1a)); and
            (2) <<NOTE: Reports.>>  issue a report with respect to any 
        types of swaps or security-based swaps that the Commodity 
        Futures Trading Commission or the Securities and Exchange 
        Commission determines to be detrimental to--
                    (A) the stability of a financial market; or
                    (B) participants in a financial market.
SEC. 715. <<NOTE: 15 USC 8304.>>  AUTHORITY TO PROHIBIT 
                        PARTICIPATION IN SWAP ACTIVITIES.

    Except as provided in section 4 of the Commodity Exchange Act (7 
U.S.C. 6), if the Commodity Futures Trading Commission or the Securities 
and Exchange Commission determines that the regulation of swaps or 
security-based swaps markets in a foreign country undermines the 
stability of the United States financial system, either Commission, in 
consultation with the Secretary of the Treasury, may prohibit an entity 
domiciled in the foreign country from participating in the United States 
in any swap or security-based swap activities.

[[Page 124 STAT. 1648]]

SEC. 716. <<NOTE: 15 USC 8305.>>  PROHIBITION AGAINST FEDERAL 
                        GOVERNMENT BAILOUTS OF SWAPS ENTITIES.

    (a) Prohibition on Federal Assistance.--Notwithstanding any other 
provision of law (including regulations), no Federal assistance may be 
provided to any swaps entity with respect to any swap, security-based 
swap, or other activity of the swaps entity.
    (b) Definitions.--In this section:
            (1) Federal assistance.--The term ``Federal assistance'' 
        means the use of any advances from any Federal Reserve credit 
        facility or discount window that is not part of a program or 
        facility with broad-based eligibility under section 13(3)(A) of 
        the Federal Reserve Act, Federal Deposit Insurance Corporation 
        insurance or guarantees for the purpose of--
                    (A) making any loan to, or purchasing any stock, 
                equity interest, or debt obligation of, any swaps 
                entity;
                    (B) purchasing the assets of any swaps entity;
                    (C) guaranteeing any loan or debt issuance of any 
                swaps entity; or
                    (D) entering into any assistance arrangement 
                (including tax breaks), loss sharing, or profit sharing 
                with any swaps entity.
            (2) Swaps entity.--
                    (A) In general.--The term ``swaps entity'' means any 
                swap dealer, security-based swap dealer, major swap 
                participant, major security-based swap participant, that 
                is registered under--
                          (i) the Commodity Exchange Act (7 U.S.C. 1 et 
                      seq.); or
                          (ii) the Securities Exchange Act of 1934 (15 
                      U.S.C. 78a et seq.).
                    (B) Exclusion.--The term ``swaps entity'' does not 
                include any major swap participant or major security-
                based swap participant that is an insured depository 
                institution.

    (c) Affiliates of Insured Depository Institutions.--The prohibition 
on Federal assistance contained in subsection (a) does not apply to and 
shall not prevent an insured depository institution from having or 
establishing an affiliate which is a swaps entity, as long as such 
insured depository institution is part of a bank holding company, or 
savings and loan holding company, that is supervised by the Federal 
Reserve and such swaps entity affiliate complies with sections 23A and 
23B of the Federal Reserve Act and such other requirements as the 
Commodity Futures Trading Commission or the Securities Exchange 
Commission, as appropriate, and the Board of Governors of the Federal 
Reserve System, may determine to be necessary and appropriate.
    (d) Only Bona Fide Hedging and Traditional Bank Activities 
Permitted.--The prohibition <<NOTE: Applicability.>>  in subsection (a) 
shall apply to any insured depository institution unless the insured 
depository institution limits its swap or security-based swap activities 
to:
            (1) Hedging and other similar risk mitigating activities 
        directly related to the insured depository institution's 
        activities.
            (2) Acting as a swaps entity for swaps or security-based 
        swaps involving rates or reference assets that are permissible 
        for investment by a national bank under the paragraph designated 
        as ``Seventh.'' of section 5136 of the Revised Statutes of the 
        United States ( 12 U.S.C. 24), other than as described in 
        paragraph (3).

[[Page 124 STAT. 1649]]

            (3) Limitation on credit default swaps.--Acting as a swaps 
        entity for credit default swaps, including swaps or security-
        based swaps referencing the credit risk of asset-backed 
        securities as defined in section 3(a)(77) of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78c(a)(77)) (as amended by this 
        Act) shall not be considered a bank permissible activity for 
        purposes of subsection (d)(2) unless such swaps or security-
        based swaps are cleared by a derivatives clearing organization 
        (as such term is defined in section la of the Commodity Exchange 
        Act (7 U.S.C. la)) or a clearing agency (as such term is defined 
        in section 3 of the Securities Exchange Act (15 U.S.C. 78c)) 
        that is registered, or exempt from registration, as a 
        derivatives clearing organization under the Commodity Exchange 
        Act or as a clearing agency under the Securities Exchange Act, 
        respectively.

    (e) <<NOTE: Applicability.>>  Existing Swaps and Security-based 
Swaps.--The prohibition in subsection (a) shall only apply to swaps or 
security-based swaps entered into by an insured depository institution 
after the end of the transition period described in subsection (f).

    (f) Transition Period.--To the extent an insured depository 
institution qualifies as a ``swaps entity'' and would be subject to the 
Federal assistance prohibition in subsection (a), the appropriate 
Federal banking agency, after consulting with and considering the views 
of the Commodity Futures Trading Commission or the Securities Exchange 
Commission, as appropriate, shall permit the insured depository 
institution up to 24 months to divest the swaps entity or cease the 
activities that require registration as a swaps entity. In establishing 
the appropriate transition period to effect such divestiture or 
cessation of activities, which may include making the swaps entity an 
affiliate of the insured depository institution, the appropriate Federal 
banking agency shall take into account and make written findings 
regarding the potential impact of such divestiture or cessation of 
activities on the insured depository institution's (1) mortgage lending, 
(2) small business lending, (3) job creation, and (4) capital formation 
versus the potential negative impact on insured depositors and the 
Deposit Insurance Fund of the Federal Deposit Insurance Corporation. The 
appropriate Federal banking agency may consider such other factors as 
may be appropriate. The appropriate Federal banking agency may place 
such conditions on the insured depository institution's divestiture or 
ceasing of activities of the swaps entity as it deems necessary and 
appropriate. The transition period under this subsection may be extended 
by the appropriate Federal banking agency, after consultation with the 
Commodity Futures Trading Commission and the Securities and Exchange 
Commission, for a period of up to 1 additional year.
    (g) Excluded Entities.--For purposes of this section, the term 
``swaps entity'' shall not include any insured depository institution 
under the Federal Deposit Insurance Act or a covered financial company 
under title II which is in a conservatorship, receivership, or a bridge 
bank operated by the Federal Deposit Insurance Corporation.
    (h) Effective Date.--The prohibition in subsection (a) shall be 
effective 2 years following the date on which this Act is effective.
    (i) Liquidation Required.--
            (1) In general.--

[[Page 124 STAT. 1650]]

                    (A) FDIC insured institutions.--All swaps entities 
                that are FDIC insured institutions that are put into 
                receivership or declared insolvent as a result of swap 
                or security-based swap activity of the swaps entities 
                shall be subject to the termination or transfer of that 
                swap or security-based swap activity in accordance with 
                applicable law prescribing the treatment of those 
                contracts. No taxpayer funds shall be used to prevent 
                the receivership of any swap entity resulting from swap 
                or security-based swap activity of the swaps entity.
                    (B) Institutions that pose a systemic risk and are 
                subject to heightened prudential supervision as 
                regulated under section 113.--All swaps entities that 
                are institutions that pose a systemic risk and are 
                subject to heightened prudential supervision as 
                regulated under section 113, that are put into 
                receivership or declared insolvent as a result of swap 
                or security-based swap activity of the swaps entities 
                shall be subject to the termination or transfer of that 
                swap or security-based swap activity in accordance with 
                applicable law prescribing the treatment of those 
                contracts. No taxpayer funds shall be used to prevent 
                the receivership of any swap entity resulting from swap 
                or security-based swap activity of the swaps entity.
                    (C) Non-FDIC insured, non-systemically significant 
                institutions not subject to heightened prudential 
                supervision as regulated under section 113.--No taxpayer 
                resources shall be used for the orderly liquidation of 
                any swaps entities that are non-FDIC insured, non-
                systemically significant institutions not subject to 
                heightened prudential supervision as regulated under 
                section 113.
            (2) Recovery of funds.--All funds expended on the 
        termination or transfer of the swap or security-based swap 
        activity of the swaps entity shall be recovered in accordance 
        with applicable law from the disposition of assets of such swap 
        entity or through assessments, including on the financial sector 
        as provided under applicable law.
            (3) No losses to taxpayers.--Taxpayers shall bear no losses 
        from the exercise of any authority under this title.

    (j) Prohibition on Unregulated Combination of Swaps Entities and 
Banking.--At no time following adoption of the rules in subsection (k) 
may a bank or bank holding company be permitted to be or become a swap 
entity unless it conducts its swap or security-based swap activity in 
compliance with such minimum standards set by its prudential regulator 
as are reasonably calculated to permit the swaps entity to conduct its 
swap or security-based swap activities in a safe and sound manner and 
mitigate systemic risk.
    (k) Rules.--In prescribing rules, the prudential regulator for a 
swaps entity shall consider the following factors:
            (1) The expertise and managerial strength of the swaps 
        entity, including systems for effective oversight.
            (2) The financial strength of the swaps entity.
            (3) Systems for identifying, measuring and controlling risks 
        arising from the swaps entity's operations.
            (4) Systems for identifying, measuring and controlling the 
        swaps entity's participation in existing markets.

[[Page 124 STAT. 1651]]

            (5) Systems for controlling the swaps entity's participation 
        or entry into in new markets and products.

    (l) Authority of the Financial Stability Oversight Council.--The 
Financial Stability Oversight Council may determine that, when other 
provisions established by this Act are insufficient to effectively 
mitigate systemic risk and protect taxpayers, that swaps entities may no 
longer access Federal assistance with respect to any swap, security-
based swap, or other activity of the swaps entity. Any such 
determination by the Financial Stability Oversight Council of a 
prohibition of federal assistance shall be made on an institution-by-
institution basis, and shall require the vote of not fewer than two-
thirds of the members of the Financial Stability Oversight Council, 
which must include the vote by the Chairman of the Council, the Chairman 
of the Board of Governors of the Federal Reserve System, and the 
Chairperson of the Federal Deposit Insurance Corporation. Notice and 
hearing requirements for such determinations shall be consistent with 
the standards provided in