(a) Representations of deposit insurance
      (1) Insured depository institutions
        (A) In general
          Each insured depository institution shall display at each
        place of business maintained by that institution a sign or
        signs relating to the insurance of the deposits of the
        institution, in accordance with regulations to be prescribed by
        the Corporation.
        (B) Statement to be included
          Each sign required under subparagraph (A) shall include a
        statement that insured deposits are backed by the full faith
        and credit of the United States Government.
      (2) Regulations
        The Corporation shall prescribe regulations to carry out this
      subsection, including regulations governing the substance of
      signs required by paragraph (1) and the manner of display or use
      of such signs.
      (3) Penalties
        For each day that an insured depository institution continues
      to violate paragraph (1) or any regulation issued under paragraph
      (2), it shall be subject to a penalty of not more than $100,
      which the Corporation may recover for its use.
      (4) False advertising, misuse of FDIC names, and
        misrepresentation to indicate insured status
        (A) Prohibition on false advertising and misuse of FDIC names
          No person may represent or imply that any deposit liability,
        obligation, certificate, or share is insured or guaranteed by
        the Corporation, if such deposit liability, obligation,
        certificate, or share is not insured or guaranteed by the
        Corporation - 
            (i) by using the terms "Federal Deposit", "Federal Deposit
          Insurance", "Federal Deposit Insurance Corporation", any
          combination of such terms, or the abbreviation "FDIC" as part
          of the business name or firm name of any person, including
          any corporation, partnership, business trust, association, or
          other business entity; or
            (ii) by using such terms or any other terms, sign, or
          symbol as part of an advertisement, solicitation, or other
          document.
        (B) Prohibition on misrepresentations of insured status
          No person may knowingly misrepresent - 
            (i) that any deposit liability, obligation, certificate, or
          share is insured, under this chapter, if such deposit
          liability, obligation, certificate, or share is not so
          insured; or
            (ii) the extent to which or the manner in which any deposit
          liability, obligation, certificate, or share is insured under
          this chapter, if such deposit liability, obligation,
          certificate, or share is not so insured, to the extent or in
          the manner represented.
        (C) Authority of the appropriate Federal banking agency
          The appropriate Federal banking agency shall have enforcement
        authority in the case of a violation of this paragraph by any
        person for which the agency is the appropriate Federal banking
        agency, or any institution-affiliated party thereof.
        (D) Corporation authority if the appropriate Federal banking
          agency fails to follow recommendation
          (i) Recommendation
            The Corporation may recommend in writing to the appropriate
          Federal banking agency that the agency take any enforcement
          action authorized under section 1818 of this title for
          purposes of enforcement of this paragraph with respect to any
          person for which the agency is the appropriate Federal
          banking agency or any institution-affiliated party thereof.
          (ii) Agency response
            If the appropriate Federal banking agency does not, within
          30 days of the date of receipt of a recommendation under
          clause (i), take the enforcement action with respect to this
          paragraph recommended by the Corporation or provide a plan
          acceptable to the Corporation for responding to the situation
          presented, the Corporation may take the recommended
          enforcement action against such person or institution-
          affiliated party.
        (E) Additional authority
          In addition to its authority under subparagraphs (C) and (D),
        for purposes of this paragraph, the Corporation shall have, in
        the same manner and to the same extent as with respect to a
        State nonmember insured bank - 
            (i) jurisdiction over - 
              (I) any person other than a person for which another
            agency is the appropriate Federal banking agency or any
            institution-affiliated party thereof; and
              (II) any person that aids or abets a violation of this
            paragraph by a person described in subclause (I); and

            (ii) for purposes of enforcing the requirements of this
          paragraph, the authority of the Corporation under - 
              (I) section 1820(c) of this title to conduct
            investigations; and
              (II) subsections (b), (c), (d) and (i) of section 1818 of
            this title to conduct enforcement actions.
        (F) Other actions preserved
          No provision of this paragraph shall be construed as barring
        any action otherwise available, under the laws of the United
        States or any State, to any Federal or State agency or
        individual.
    (b) Payment of dividends by defaulting depository institutions
      No insured depository institution shall pay any dividends on its
    capital stock or interest on its capital notes or debentures (if
    such interest is required to be paid only out of net profits) or
    distribute any of its capital assets while it remains in default in
    the payment of any assessment due to the Corporation; and any
    director or officer of any insured depository institution who
    participates in the declaration or payment of any such dividend or
    interest or in any such distribution shall, upon conviction, be
    fined not more than $1,000 or imprisoned not more than one year, or
    both: Provided, That, if such default is due to a dispute between
    the insured depository institution and the Corporation over the
    amount of such assessment, this subsection shall not apply if the
    insured depository institution deposits security satisfactory to
    the Corporation for payment upon final determination of the issue.
    (c) Merger transactions; consent of banking agencies; emergency
      approval; notice; uniform standards; antitrust actions; review de
      novo; limitations; report to Congress; money laundering;
      applicability
      (1) Except with the prior written approval of the responsible
    agency, which shall in every case referred to in this paragraph be
    the Corporation, no insured depository institution shall - 
        (A) merge or consolidate with any noninsured bank or
      institution;
        (B) assume liability to pay any deposits (including liabilities
      which would be "deposits" except for the proviso in section
      1813(l)(5) of this title) made in, or similar liabilities of, any
      noninsured bank or institution; or
        (C) transfer assets to any noninsured bank or institution in
      consideration of the assumption of liabilities for any portion of
      the deposits made in such insured depository institution.

      (2) No insured depository institution shall merge or consolidate
    with any other insured depository institution or, either directly
    or indirectly, acquire the assets of, or assume liability to pay
    any deposits made in, any other insured depository institution
    except with the prior written approval of the responsible agency,
    which shall be - 
        (A) the Comptroller of the Currency if the acquiring, assuming,
      or resulting bank is to be a national bank;
        (B) the Board of Governors of the Federal Reserve System if the
      acquiring, assuming, or resulting bank is to be a State member
      bank;
        (C) the Corporation if the acquiring, assuming, or resulting
      bank is to be a State nonmember insured bank (except a savings
      bank supervised by the Director of the Office of Thrift
      Supervision); and
        (D) the Director of the Office of Thrift Supervision if the
      acquiring, assuming, or resulting institution is to be a savings
      association.

      (3) Notice of any proposed transaction for which approval is
    required under paragraph (1) or (2) (referred to hereafter in this
    subsection as a "merger transaction") shall, unless the responsible
    agency finds that it must act immediately in order to prevent the
    probable default of one of the banks or savings associations
    involved, be published - 
        (A) prior to the granting of approval of such transaction,
        (B) in a form approved by the responsible agency,
        (C) at appropriate intervals during a period at least as long
      as the period allowed for furnishing reports under paragraph (4)
      of this subsection, and
        (D) in a newspaper of general circulation in the community or
      communities where the main offices of the banks or savings
      associations involved are located, or, if there is no such
      newspaper in any such community, then in the newspaper of general
      circulation published nearest thereto.

      (4) Reports on competitive factors. - 
        (A) Request for report. - In the interests of uniform standards
      and subject to subparagraph (B), before acting on any application
      for approval of a merger transaction, the responsible agency
      shall - 
          (i) request a report on the competitive factors involved from
        the Attorney General of the United States; and
          (ii) provide a copy of the request to the Corporation (when
        the Corporation is not the responsible agency).

        (B) Furnishing of report. - The report requested under
      subparagraph (A) shall be furnished by the Attorney General to
      the responsible agency - 
          (i) not later than 30 calendar days after the date on which
        the Attorney General received the request; or
          (ii) not later than 10 calendar days after such date, if the
        requesting agency advises the Attorney General that an
        emergency exists requiring expeditious action.

        (C) Exceptions. - A responsible agency may not be required to
      request a report under subparagraph (A) if - 
          (i) the responsible agency finds that it must act immediately
        in order to prevent the probable failure of 1 of the insured
        depository institutions involved in the merger transaction; or
          (ii) the merger transaction involves solely an insured
        depository institution and 1 or more of the affiliates of such
        depository institution.

      (5) The responsible agency shall not approve - 
        (A) any proposed merger transaction which would result in a
      monopoly, or which would be in furtherance of any combination or
      conspiracy to monopolize or to attempt to monopolize the business
      of banking in any part of the United States, or
        (B) any other proposed merger transaction whose effect in any
      section of the country may be substantially to lessen
      competition, or to tend to create a monopoly, or which in any
      other manner would be in restraint of trade, unless it finds that
      the anticompetitive effects of the proposed transaction are
      clearly outweighed in the public interest by the probable effect
      of the transaction in meeting the convenience and needs of the
      community to be served.

    In every case, the responsible agency shall take into consideration
    the financial and managerial resources and future prospects of the
    existing and proposed institutions, and the convenience and needs
    of the community to be served.
      (6) The responsible agency shall immediately notify the Attorney
    General of any approval by it pursuant to this subsection of a
    proposed merger transaction. If the agency has found that it must
    act immediately to prevent the probable failure of one of the
    insured depository institutions involved, or if the proposed merger
    transaction is solely between an insured depository institution and
    1 or more of its affiliates, and the report on the competitive
    factors has been dispensed with, the transaction may be consummated
    immediately upon approval by the agency. If the agency has advised
    the Attorney General under paragraph (4)(B)(ii) of the existence of
    an emergency requiring expeditious action and has requested a
    report on the competitive factors within 10 days, the transaction
    may not be consummated before the fifth calendar day after the date
    of approval by the agency. In all other cases, the transaction may
    not be consummated before the thirtieth calendar day after the date
    of approval by the agency or, if the agency has not received any
    adverse comment from the Attorney General of the United States
    relating to competitive factors, such shorter period of time as may
    be prescribed by the agency with the concurrence of the Attorney
    General, but in no event less than 15 calendar days after the date
    of approval.
      (7)(A) Any action brought under the antitrust laws arising out of
    a merger transaction shall be commenced prior to the earliest time
    under paragraph (6) at which a merger transaction approved under
    paragraph (5) might be consummated. The commencement of such an
    action shall stay the effectiveness of the agency's approval unless
    the court shall otherwise specifically order. In any such action,
    the court shall review de novo the issues presented.
      (B) In any judicial proceeding attacking a merger transaction
    approved under paragraph (5) on the ground that the merger
    transaction alone and of itself constituted a violation of any
    antitrust laws other than section 2 of title 15, the standards
    applied by the court shall be identical with those that the banking
    agencies are directed to apply under paragraph (5).
      (C) Upon the consummation of a merger transaction in compliance
    with this subsection and after the termination of any antitrust
    litigation commenced within the period prescribed in this
    paragraph, or upon the termination of such period if no such
    litigation is commenced therein, the transaction may not thereafter
    be attacked in any judicial proceeding on the ground that it alone
    and of itself constituted a violation of any antitrust laws other
    than section 2 of title 15, but nothing in this subsection shall
    exempt any bank or savings association resulting from a merger
    transaction from complying with the antitrust laws after the
    consummation of such transaction.
      (D) In any action brought under the antitrust laws arising out of
    a merger transaction approved by a Federal supervisory agency
    pursuant to this subsection, such agency, and any State banking
    supervisory agency having jurisdiction within the State involved,
    may appear as a part of its own motion and as of right, and be
    represented by its counsel.
      (8) For the purposes of this subsection, the term "antitrust
    laws" means the Act of July 2, 1890 (the Sherman Antitrust Act),
    the Act of October 15, 1914 (the Clayton Act), and any other Acts
    in pari materia.
      (9) Each of the responsible agencies shall include in its annual
    report to the Congress a description of each merger transaction
    approved by it during the period covered by the report, along with -
     
        (A) the name and total resources of each bank or savings
      association involved;
        (B) whether a report was submitted by the Attorney General
      under paragraph (4), and, if so, a summary by the Attorney
      General of the substance of such report; and
        (C) a statement by the responsible agency of the basis for its
      approval.

      (10) Until June 30, 1976, the responsible agency shall not grant
    any approval required by law which has the practical effect of
    permitting a conversion from the mutual to the stock form of
    organization, including approval of any application pending on the
    date of enactment of this subsection, except that this sentence
    shall not be deemed to limit now or hereafter the authority of the
    responsible agency to grant approvals in cases where the
    responsible agency finds that it must act in order to maintain the
    safety, soundness, and stability of an insured depository
    institution. The responsible agency may by rule, regulation, or
    otherwise and under such civil penalties (which shall be cumulative
    to any other remedies) as it may prescribe take whatever action it
    deems necessary or appropriate to implement or enforce this
    subsection.
      (11) Money laundering. - In every case, the responsible agency,
    shall take into consideration the effectiveness of any insured
    depository institution involved in the proposed merger transaction
    in combatting money laundering activities, including in overseas
    branches.
      (12) The provisions of this subsection do not apply to any merger
    transaction involving a foreign bank if no party to the transaction
    is principally engaged in business in the United States.
    (d) Branch banks
      (1) No State nonmember insured bank shall establish and operate
    any new domestic branch unless it shall have the prior written
    consent of the Corporation, and no State nonmember insured bank
    shall move its main office or any such branch from one location to
    another without such consent. No foreign bank may move any insured
    branch from one location to another without such consent. The
    factors to be considered in granting or withholding the consent of
    the Corporation under this subsection shall be those enumerated in
    section 1816 of this title.
      (2) No State nonmember insured bank shall establish or operate
    any foreign branch, except with the prior written consent of the
    Corporation and upon such conditions and pursuant to such
    regulations as the Corporation may prescribe from time to time.
      (3) Exclusive authority for additional branches. - 
        (A) In general. - Effective June 1, 1997, a State nonmember
      bank may not acquire, establish, or operate a branch in any State
      other than the bank's home State (as defined in section
      1831u(f)(4) (!1) of this title) or a State in which the bank
      already has a branch unless the acquisition, establishment, or
      operation of a branch in such State by a State nonmember bank is
      authorized under this subsection or section 1823(f), 1823(k), or
      1831u of this title.

        (B) Retention of branches. - In the case of a State nonmember
      bank which relocates the main office of such bank from 1 State to
      another State after May 31, 1997, the bank may retain and operate
      branches within the State which was the bank's home State (as
      defined in section 1831u(f)(4) (!1) of this title) before the
      relocation of such office only to the extent the bank would be
      authorized, under this section or any other provision of law
      referred to in subparagraph (A), to acquire, establish, or
      commence to operate a branch in such State if - 
          (i) the bank had no branches in such State; or
          (ii) the branch resulted from - 
            (I) an interstate merger transaction approved pursuant to
          section 1831u of this title; or
            (II) a transaction after May 31, 1997, pursuant to which
          the bank received assistance from the Corporation under
          section 1823(c) of this title.

      (4) State "opt-in" election to permit interstate branching
    through de novo branches. - 
        (A) In general. - Subject to subparagraph (B), the Corporation
      may approve an application by an insured State nonmember bank to
      establish and operate a de novo branch in a State (other than the
      bank's home State) in which the bank does not maintain a branch
      if - 
          (i) there is in effect in the host State a law that - 
            (I) applies equally to all banks; and
            (II) expressly permits all out-of-State banks to establish
          de novo branches in such State; and

          (ii) the conditions established in, or made applicable to
        this paragraph by, subparagraph (B) are met.

        (B) Conditions on establishment and operation of interstate
      branch. - 
          (i) Establishment. - An application by an insured State
        nonmember bank to establish and operate a de novo branch in a
        host State shall be subject to the same requirements and
        conditions to which an application for a merger transaction is
        subject under paragraphs (1), (3), and (4) of section 1831u(b)
        of this title.
          (ii) Operation. - Subsections (c) and (d)(2) of section 1831u
        of this title shall apply with respect to each branch of an
        insured State nonmember bank which is established and operated
        pursuant to an application approved under this paragraph in the
        same manner and to the same extent such provisions of such
        section apply to a branch of a State bank which resulted from a
        merger transaction under such section 1831u of this title.

        (C) "De novo branch" defined. - For purposes of this paragraph,
      the term "de novo branch" means a branch of a State bank which - 
          (i) is originally established by the State bank as a branch;
        and
          (ii) does not become a branch of such bank as a result of - 
            (I) the acquisition by the bank of an insured depository
          institution or a branch of an insured depository institution;
          or
            (II) the conversion, merger, or consolidation of any such
          institution or branch.

        (D) "Home state" defined. - The term "home State" means the
      State by which a State bank is chartered.
        (E) "Host state" defined. - The term "host State" means, with
      respect to a bank, a State, other than the home State of the
      bank, in which the bank maintains, or seeks to establish and
      maintain, a branch.
    (e) Indemnity insurance
      The Corporation may require any insured depository institution to
    provide protection and indemnity against burglary, defalcation, and
    other similar insurable losses. Whenever any insured depository
    institution refuses to comply with any such requirement the
    Corporation may contract for such protection and indemnity and add
    the cost thereof to the assessment otherwise payable by such
    bank.(!2)

    (f) Publication of reports
      Whenever any insured depository institution (except a national
    bank), after written notice of the recommendations of the
    Corporation based on a report of examination of such insured
    depository institution by an examiner of the Corporation, shall
    fail to comply with such recommendations within one hundred and
    twenty days after such notice, the Corporation shall have the
    power, and is authorized, to publish only such part of such report
    of examination as relates to any recommendation not complied with:
    Provided, That notice of intention to make such publication shall
    be given to the insured depository institution at least ninety days
    before such publication is made.
    (g) Interest or dividend on demand deposits; definitions;
      regulation of interest rates
      (1) The Board of Directors shall by regulation prohibit the
    payment of interest or dividends on demand deposits in insured
    nonmember banks and in insured branches of foreign banks and for
    such purpose it may define the term "demand deposits"; but such
    exceptions from this prohibition shall be made as are now or may
    hereafter be prescribed with respect to deposits payable on demand
    in member banks by section 19 of the Federal Reserve Act, as
    amended, or by regulation of the Board of Governors of the Federal
    Reserve System. The Board of Directors may from time to time, after
    consulting with the Board of Governors of the Federal Reserve
    System and the Director of the Office of Thrift Supervision,
    prescribe rules governing the advertisement of interest or
    dividends on deposits by insured nonmember banks (including insured
    mutual savings banks) on time and savings deposits. The Board of
    Directors is authorized for the purposes of this subsection to
    define the terms "time deposits" and "savings deposits", to
    determine what shall be deemed a payment of interest, and to
    prescribe such regulations as it may deem necessary to effectuate
    the purposes of this subsection and to prevent evasions thereof.
    The provisions of this subsection and of regulations issued
    thereunder shall also apply, in the discretion of the Board of
    Directors, to obligations other than deposits that are undertaken
    by insured nonmember banks or their affiliates. As used in this
    subsection, the term "affiliate" has the same meaning as when used
    in section 221a(b) of this title, except that the term "member
    bank", as used in such section 221a(b), shall be deemed to refer to
    an insured nonmember bank. During the period commencing on October
    15, 1962, and ending on October 15, 1968, the provisions of this
    subsection shall not apply to the rate of interest which may be
    paid by insured nonmember banks on time deposits of foreign
    governments, monetary and financial authorities of foreign
    governments when acting as such, or international financial
    institutions of which the United States is a member. The authority
    conferred by this subsection shall also apply to noninsured banks
    in any State if the total amount of time and savings deposits held
    in all such banks in the State, plus the total amount of deposits,
    shares, and withdrawable accounts held in all building and loan,
    savings and loan, and homestead associations (including cooperative
    banks) in the State which are not members of a Federal home loan
    bank, is more than 20 per centum of the total amount of such
    deposits, shares, and withdrawable accounts held in all banks, and
    building and loan, savings and loan, and homestead associations
    (including cooperative banks) in the State. Such authority shall
    only be exercised by the Board of Directors with respect to such
    noninsured banks prior to July 31, 1970, to limit the rates of
    interest or dividends which such banks may pay on time and savings
    deposits to maximum rates not lower than 5 1/2  per centum per
    annum. Whenever it shall appear to the Board of Directors that any
    noninsured bank or any affiliate thereof is engaged or has engaged
    or is about to engage in any acts or practices which constitute or
    will constitute a violation of the provisions of this subsection or
    of any regulations thereunder, the Board of Directors may, in its
    discretion, bring an action in the United States district court for
    the judicial district in which the principal office of the
    noninsured bank or affiliate thereof is located to enjoin such acts
    or practices, to enforce compliance with this subsection or any
    regulations thereunder, or for a combination of the foregoing, and
    such courts shall have jurisdiction of such actions, and, upon a
    proper showing, an injunction, restraining order, or other
    appropriate order may be granted without bond.
      (2) Notwithstanding the provisions of paragraph (1), an insured
    nonmember bank may permit withdrawals to be made automatically from
    a savings deposit that consists only of funds in which the entire
    beneficial interest is held by one or more individuals through
    payment to the bank itself or through transfer of credit to a
    demand deposit or other account pursuant to written authorization
    from the depositor to make such payments or transfers in connection
    with checks or drafts drawn upon the bank, pursuant to terms and
    conditions prescribed by the Board of Directors.
    (h) Penalty for failure to timely pay assessments
      (1) In general
        Subject to paragraph (3), any insured depository institution
      which fails or refuses to pay any assessment shall be subject to
      a penalty in an amount of not more than 1 percent of the amount
      of the assessment due for each day that such violation continues.
      (2) Exception in case of dispute
        Paragraph (1) shall not apply if - 
          (A) the failure to pay an assessment is due to a dispute
        between the insured depository institution and the Corporation
        over the amount of such assessment; and
          (B) the insured depository institution deposits security
        satisfactory to the Corporation for payment upon final
        determination of the issue.
      (3) Special rule for small assessment amounts
        If the amount of the assessment which an insured depository
      institution fails or refuses to pay is less than $10,000 at the
      time of such failure or refusal, the amount of any penalty to
      which such institution is subject under paragraph (1) shall not
      exceed $100 for each day that such violation continues.
      (4) Authority to modify or remit penalty
        The Corporation, in the sole discretion of the Corporation, may
      compromise, modify or remit any penalty which the Corporation may
      assess or has already assessed under paragraph (1) upon a finding
      that good cause prevented the timely payment of an assessment.
    (i) Reduction or retirement of capital stock, notes, or debentures;
      conversion of insured Federal depository institutions to insured
      State banks or noninsured institutions; consent of banking
      agencies; applicability
      (1) No insured State nonmember bank shall, without the prior
    consent of the Corporation, reduce the amount or retire any part of
    its common or preferred capital stock, or retire any part of its
    capital notes or debentures.
      (2) No insured Federal depository institution shall convert into
    an insured State depository institution if its capital stock or its
    surplus will be less than the capital stock or surplus,
    respectively, of the converting bank at the time of the
    shareholder's meeting approving such conversion, without the prior
    written consent of - 
        (A) the Board of Governors of the Federal Reserve System if the
      resulting bank is to be a State member bank;
        (B) the Corporation if the resulting bank is to be a State
      nonmember insured bank; and
        (C) the Director of the Office of Thrift Supervision if the
      resulting institution is to be an insured State savings
      association.

      (3) Without the prior written consent of the Corporation, no
    insured depository institution shall convert into a noninsured bank
    or institution.
      (4) In granting or withholding consent under this subsection, the
    responsible agency shall consider - 
        (A) the financial history and condition of the bank,
        (B) the adequacy of its capital structure,
        (C) its future earnings prospects,
        (D) the general character and fitness of its management,
        (E) the convenience and needs of the community to be served,
      and
        (F) whether or not its corporate powers are consistent with the
      purposes of this chapter.
    (j) Restrictions on transactions with affiliates and insiders
      (1) Transactions with affiliates
        (A) In general
          Sections 371c and 371c-1 of this title shall apply with
        respect to every nonmember insured bank in the same manner and
        to the same extent as if the nonmember insured bank were a
        member bank.
        (B) "Affiliate" defined
          For the purpose of subparagraph (A), any company that would
        be an affiliate (as defined in sections 371c and 371c-1 of this
        title) of a nonmember insured bank if the nonmember insured
        bank were a member bank shall be deemed to be an affiliate of
        that nonmember insured bank.
      (2) Extensions of credit to officers, directors, and principal
        shareholders
        Sections 375a and 375b of this title shall apply with respect
      to every nonmember insured bank in the same manner and to the
      same extent as if the nonmember insured bank were a member bank.
      (3) Avoiding extraterritorial application to foreign banks
        (A) Transactions with affiliates
          Paragraph (1) shall not apply with respect to a foreign bank
        solely because the foreign bank has an insured branch.
        (B) Extensions of credit to officers, directors, and principal
          shareholders
          Paragraph (2) shall not apply with respect to a foreign bank
        solely because the foreign bank has an insured branch, but
        shall apply with respect to the insured branch.
        (C) "Foreign bank" defined
          For purposes of this paragraph, the term "foreign bank" has
        the same meaning as in section 3101(7) of this title.
    (k) Authority to regulate or prohibit certain forms of benefits to
      institution-affiliated parties
      (1) Golden parachutes and indemnification payments
        The Corporation may prohibit or limit, by regulation or order,
      any golden parachute payment or indemnification payment.
      (2) Factors to be taken into account
        The Corporation shall prescribe, by regulation, the factors to
      be considered by the Corporation in taking any action pursuant to
      paragraph (1) which may include such factors as the following:
          (A) Whether there is a reasonable basis to believe that the
        institution-affiliated party has committed any fraudulent act
        or omission, breach of trust or fiduciary duty, or insider
        abuse with regard to the depository institution or covered
        company that has had a material affect on the financial
        condition of the institution.
          (B) Whether there is a reasonable basis to believe that the
        institution-affiliated party is substantially responsible for -
        
            (i) the insolvency of the depository institution or covered
          company;
            (ii) the appointment of a conservator or receiver for the
          depository institution; or
            (iii) the troubled condition of the depository institution
          (as defined in the regulations prescribed pursuant to section
          1831i(f) of this title).

          (C) Whether there is a reasonable basis to believe that the
        institution-affiliated party has materially violated any
        applicable Federal or State banking law or regulation that has
        had a material affect on the financial condition of the
        institution.
          (D) Whether there is a reasonable basis to believe that the
        institution-affiliated party has violated or conspired to
        violate - 
            (i) section 215, 656, 657, 1005, 1006, 1007, 1014, 1032, or
          1344 of title 18; or
            (ii) section 1341 or 1343 of such title affecting a
          federally insured financial institution.

          (E) Whether the institution-affiliated party was in a
        position of managerial or fiduciary responsibility.
          (F) The length of time the party was affiliated with the
        insured depository institution or covered company, and the
        degree to which - 
            (i) the payment reasonably reflects compensation earned
          over the period of employment; and
            (ii) the compensation involved represents a reasonable
          payment for services rendered.
      (3) Certain payments prohibited
        No insured depository institution or covered company may prepay
      the salary or any liability or legal expense of any institution-
      affiliated party if such payment is made - 
          (A) in contemplation of the insolvency of such institution or
        covered company or after the commission of an act of
        insolvency; and
          (B) with a view to, or has the result of - 
            (i) preventing the proper application of the assets of the
          institution to creditors; or
            (ii) preferring one creditor over another.
      (4) "Golden parachute payment" defined
        For purposes of this subsection - 
        (A) In general
          The term "golden parachute payment" means any payment (or any
        agreement to make any payment) in the nature of compensation by
        any insured depository institution or covered company for the
        benefit of any institution-affiliated party pursuant to an
        obligation of such institution or covered company that - 
            (i) is contingent on the termination of such party's
          affiliation with the institution or covered company; and
            (ii) is received on or after the date on which - 
              (I) the insured depository institution or covered
            company, or any insured depository institution subsidiary
            of such covered company, is insolvent;
              (II) any conservator or receiver is appointed for such
            institution;
              (III) the institution's appropriate Federal banking
            agency determines that the insured depository institution
            is in a troubled condition (as defined in the regulations
            prescribed pursuant to section 1831i(f) of this title);
              (IV) the insured depository institution has been assigned
            a composite rating by the appropriate Federal banking
            agency or the Corporation of 4 or 5 under the Uniform
            Financial Institutions Rating System; or
              (V) the insured depository institution is subject to a
            proceeding initiated by the Corporation to terminate or
            suspend deposit insurance for such institution.
        (B) Certain payments in contemplation of an event
          Any payment which would be a golden parachute payment but for
        the fact that such payment was made before the date referred to
        in subparagraph (A)(ii) shall be treated as a golden parachute
        payment if the payment was made in contemplation of the
        occurrence of an event described in any subclause of such
        subparagraph.
        (C) Certain payments not included
          The term "golden parachute payment" shall not include - 
            (i) any payment made pursuant to a retirement plan which is
          qualified (or is intended to be qualified) under section 401
          of title 26 or other nondiscriminatory benefit plan;
            (ii) any payment made pursuant to a bona fide deferred
          compensation plan or arrangement which the Board determines,
          by regulation or order, to be permissible; or
            (iii) any payment made by reason of the death or disability
          of an institution-affiliated party.
      (5) Other definitions
        For purposes of this subsection - 
        (A) Indemnification payment
          Subject to paragraph (6), the term "indemnification payment"
        means any payment (or any agreement to make any payment) by any
        insured depository institution or covered company for the
        benefit of any person who is or was an institution-affiliated
        party, to pay or reimburse such person for any liability or
        legal expense with regard to any administrative proceeding or
        civil action instituted by the appropriate Federal banking
        agency which results in a final order under which such person -
        
            (i) is assessed a civil money penalty;
            (ii) is removed or prohibited from participating in conduct
          of the affairs of the insured depository institution; or
            (iii) is required to take any affirmative action described
          in section 1818(b)(6) of this title with respect to such
          institution.
        (B) Liability or legal expense
          The term "liability or legal expense" means - 
            (i) any legal or other professional expense incurred in
          connection with any claim, proceeding, or action;
            (ii) the amount of, and any cost incurred in connection
          with, any settlement of any claim, proceeding, or action; and
            (iii) the amount of, and any cost incurred in connection
          with, any judgment or penalty imposed with respect to any
          claim, proceeding, or action.
        (C) Payment
          The term "payment" includes - 
            (i) any direct or indirect transfer of any funds or any
          asset; and
            (ii) any segregation of any funds or assets for the purpose
          of making, or pursuant to an agreement to make, any payment
          after the date on which such funds or assets are segregated,
          without regard to whether the obligation to make such payment
          is contingent on - 
              (I) the determination, after such date, of the liability
            for the payment of such amount; or
              (II) the liquidation, after such date, of the amount of
            such payment.
        (D) Covered company
          The term "covered company" means any depository institution
        holding company (including any company required to file a
        report under section 1843(f)(6) of this title), or any other
        company that controls an insured depository institution.
      (6) Certain commercial insurance coverage not treated as covered
        benefit payment
        No provision of this subsection shall be construed as
      prohibiting any insured depository institution or covered
      company, from purchasing any commercial insurance policy or
      fidelity bond, except that, subject to any requirement described
      in paragraph (5)(A)(iii), such insurance policy or bond shall not
      cover any legal or liability expense of the institution or
      covered company which is described in paragraph (5)(A).
    (l) Acquisition of foreign banks or entities
      When authorized by State law, a State nonmember insured bank may,
    but only with the prior written consent of the Corporation and upon
    such conditions and under such regulations as the Corporation may
    prescribe from time to time, acquire and hold, directly or
    indirectly, stock or other evidences of ownership in one or more
    banks or other entities organized under the law of a foreign
    country or a dependency or insular possession of the United States
    and not engaged, directly or indirectly, in any activity in the
    United States except as, in the judgment of the Board of Directors,
    shall be incidental to the international or foreign business of
    such foreign bank or entity; and, notwithstanding the provisions of
    subsection (j) of this section, such State nonmember insured bank
    may, as to such foreign bank or entity, engage in transactions that
    would otherwise be covered thereby, but only in the manner and
    within the limit prescribed by the Corporation by general or
    specific regulation or ruling.
    (m) Activities of savings associations and their subsidiaries
      (1) Procedures
        When an insured savings association establishes or acquires a
      subsidiary or when an insured savings association elects to
      conduct any new activity through a subsidiary that the insured
      savings association controls, the insured savings association - 
          (A) shall notify the Corporation and the Director of the
        Office of Thrift Supervision not less than 30 days prior to the
        establishment, or acquisition, of any such subsidiary, and not
        less than 30 days prior to the commencement of any such
        activity, and in either case shall provide at that time such
        information as each such agency may, by regulation, require;
        and
          (B) shall conduct the activities of the subsidiary in
        accordance with regulations and orders of the Director of the
        Office of Thrift Supervision.
      (2) Enforcement powers
        With respect to any subsidiary of an insured savings
      association:
          (A) the Corporation and the Director of the Office of Thrift
        Supervision shall each have, with respect to such subsidiary,
        the respective powers that each has with respect to the insured
        savings association pursuant to this section or section 1818 of
        this title; and
          (B) the Director of the Office of Thrift Supervision may
        determine, after notice and opportunity for hearing, that the
        continuation by the insured savings association of its
        ownership or control of, or its relationship to, the subsidiary
        - 
            (i) constitutes a serious risk to the safety, soundness, or
          stability of the insured savings association, or
            (ii) is inconsistent with sound banking principles or with
          the purposes of this chapter.

        Upon making any such determination, the Corporation or the
        Director of the Office of Thrift Supervision shall have
        authority to order the insured savings association to divest
        itself of control of the subsidiary. The Director of the Office
        of Thrift Supervision 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 Director may deem
        appropriate.
      (3) Activities incompatible with deposit insurance
        (A) In general
          The Corporation may determine by regulation or order that any
        specific activity poses a serious threat to the Deposit
        Insurance Fund. Prior to adopting any such regulation, the
        Corporation shall consult with the Director of the Office of
        Thrift Supervision and shall provide appropriate State
        supervisors the opportunity to comment thereon, and the
        Corporation shall specifically take such comments into
        consideration. Any such regulation shall be issued in
        accordance with section 553 of title 5. If the Board of
        Directors makes such a determination with respect to an
        activity, the Corporation shall have authority to order that no
        savings association may engage in the activity directly.
        (B) Authority of Director
          This section does not limit the authority of the Office of
        Thrift Supervision to issue regulations to promote safety and
        soundness or to enforce compliance with other applicable laws.
        (C) Additional authority of FDIC to prevent serious risks to
          insurance fund
          Notwithstanding subparagraph (A), the Corporation may
        prescribe and enforce such regulations and issue such orders as
        the Corporation determines to be necessary to prevent actions
        or practices of savings associations that pose a serious threat
        to the Deposit Insurance Fund.
      (4) "Subsidiary" defined
        As used in this subsection, the term "subsidiary" does not
      include an insured depository institution.
      (5) Applicability to certain savings banks
        Subparagraphs (A) and (B) of paragraph (1) of this subsection
      do not apply to - 
          (A) any Federal savings bank that was chartered prior to
        October 15, 1982, as a savings bank under State law, or
          (B) a savings association that acquired its principal assets
        from an institution that was chartered prior to October 15,
        1982, as a savings bank under State law.
    (n) Calculation of capital
      No appropriate Federal banking agency shall allow any insured
    depository institution to include an unidentifiable intangible
    asset in its calculation of compliance with the appropriate capital
    standard, if such unidentifiable intangible asset was acquired
    after April 12, 1989, except to the extent permitted under section
    1464(t) of this title.
    (o) Real estate lending
      (1) Uniform regulations
        Not more than 9 months after December 19, 1991, each
      appropriate Federal banking agency shall adopt uniform
      regulations prescribing standards for extensions of credit that
      are - 
          (A) secured by liens on interests in real estate; or
          (B) made for the purpose of financing the construction of a
        building or other improvements to real estate.
      (2) Standards
        (A) Criteria
          In prescribing standards under paragraph (1), the agencies
        shall consider - 
            (i) the risk posed to the Deposit Insurance Fund by such
          extensions of credit;
            (ii) the need for safe and sound operation of insured
          depository institutions; and
            (iii) the availability of credit.
        (B) Variations permitted
          In prescribing standards under paragraph (1), the appropriate
        Federal banking agencies may differentiate among types of loans
        - 
            (i) as may be required by Federal statute;
            (ii) as may be warranted, based on the risk to the Deposit
          Insurance Fund; or
            (iii) as may be warranted, based on the safety and
          soundness of the institutions.
      (3) Loan evaluation standard
        No appropriate Federal banking agency shall adversely evaluate
      an investment or a loan made by an insured depository
      institution, or consider such a loan to be nonperforming, solely
      because the loan is made to or the investment is in commercial,
      residential, or industrial property, unless such investment or
      loan may affect the institution's safety and soundness.
      (4) Effective date
        The regulations adopted under paragraph (1) shall become
      effective not later than 15 months after December 19, 1991. Such
      regulations shall continue in effect except as uniformly amended
      by the appropriate Federal banking agencies, acting in concert.
    (p) Periodic review of capital standards
      Each appropriate Federal banking agency shall, in consultation
    with the other Federal banking agencies, biennially review its
    capital standards for insured depository institutions to determine
    whether those standards require sufficient capital to facilitate
    prompt corrective action to prevent or minimize loss to the Deposit
    Insurance Fund, consistent with section 1831o of this title.
    (q) Sovereign risk
      Section 633 of this title shall apply to every nonmember insured
    bank in the same manner and to the same extent as if the nonmember
    insured bank were a member bank.
    (r) Subsidiary depository institutions as agents for certain
      affiliates
      (1) In general
        Any bank subsidiary of a bank holding company may receive
      deposits, renew time deposits, close loans, service loans, and
      receive payments on loans and other obligations as an agent for a
      depository institution affiliate.
      (2) Bank acting as agent is not a branch
        Notwithstanding any other provision of law, a bank acting as an
      agent in accordance with paragraph (1) for a depository
      institution affiliate shall not be considered to be a branch of
      the affiliate.
      (3) Prohibitions on activities
        A depository institution may not - 
          (A) conduct any activity as an agent under paragraph (1) or
        (6) which such institution is prohibited from conducting as a
        principal under any applicable Federal or State law; or
          (B) as a principal, have an agent conduct any activity under
        paragraph (1) or (6) which the institution is prohibited from
        conducting under any applicable Federal or State law.
      (4) Existing authority not affected
        No provision of this subsection shall be construed as affecting
      - 
          (A) the authority of any depository institution to act as an
        agent on behalf of any other depository institution under any
        other provision of law; or
          (B) whether a depository institution which conducts any
        activity as an agent on behalf of any other depository
        institution under any other provision of law shall be
        considered to be a branch of such other institution.
      (5) Agency relationship required to be consistent with safe and
        sound banking practices
        An agency relationship between depository institutions under
      paragraph (1) or (6) shall be on terms that are consistent with
      safe and sound banking practices and all applicable regulations
      of any appropriate Federal banking agency.
      (6) Affiliated insured savings associations
        An insured savings association which was an affiliate of a bank
      on July 1, 1994, may conduct activities as an agent on behalf of
      such bank in the same manner as an insured bank affiliate of such
      bank may act as agent for such bank under this subsection to the
      extent such activities are conducted only in - 
          (A) any State in which - 
            (i) the bank is not prohibited from operating a branch
          under any provision of Federal or State law; and
            (ii) the savings association maintained an office or branch
          and conducted business as of July 1, 1994; or

          (B) any State in which - 
            (i) the bank is not expressly prohibited from operating a
          branch under a State law described in section 1831u(a)(2) of
          this title; and
            (ii) the savings association maintained a main office and
          conducted business as of July 1, 1994.
    (s) Prohibition on certain affiliations
      (1) In general
        No depository institution may be an affiliate of, be sponsored
      by, or accept financial support, directly or indirectly, from any
      Government-sponsored enterprise.
      (2) Exception for members of a Federal home loan bank
        Paragraph (1) shall not apply with respect to the membership of
      a depository institution in a Federal home loan bank.
      (3) Routine business financing
        Paragraph (1) shall not apply with respect to advances or other
      forms of financial assistance provided by a Government-sponsored
      enterprise pursuant to the statutes governing such enterprise.
      (4) Student loans
        (A) In general
          This subsection shall not apply to any arrangement between
        the Holding Company (or any subsidiary of the Holding Company
        other than the Student Loan Marketing Association) and a
        depository institution, if the Secretary approves the
        affiliation and determines that - 
            (i) the reorganization of such Association in accordance
          with section 1087-3 of title 20 will not be adversely
          affected by the arrangement;
            (ii) the dissolution of the Association pursuant to such
          reorganization will occur before the end of the 2-year period
          beginning on the date on which such arrangement is
          consummated or on such earlier date as the Secretary deems
          appropriate: Provided, That the Secretary may extend this
          period for not more than 1 year at a time if the Secretary
          determines that such extension is in the public interest and
          is appropriate to achieve an orderly reorganization of the
          Association or to prevent market disruptions in connection
          with such reorganization, but no such extensions shall in the
          aggregate exceed 2 years;
            (iii) the Association will not purchase or extend credit
          to, or guarantee or provide credit enhancement to, any
          obligation of the depository institution;
            (iv) the operations of the Association will be separate
          from the operations of the depository institution; and
            (v) until the "dissolution date" (as that term is defined
          in section 1087-3 of title 20) has occurred, such depository
          institution will not use the trade name or service mark
          "Sallie Mae" in connection with any product or service it
          offers if the appropriate Federal banking agency for such
          depository institution determines that - 
              (I) the depository institution is the only institution
            offering such product or service using the "Sallie Mae"
            name; and
              (II) such use would result in the depository institution
            having an unfair competitive advantage over other
            depository institutions.
        (B) Terms and conditions
          In approving any arrangement referred to in subparagraph (A)
        the Secretary may impose any terms and conditions on such an
        arrangement that the Secretary considers appropriate, including
        - 
            (i) imposing additional restrictions on the issuance of
          debt obligations by the Association; or
            (ii) restricting the use of proceeds from the issuance of
          such debt.
        (C) Additional limitations
          In the event that the Holding Company (or any subsidiary of
        the Holding Company) enters into such an arrangement, the value
        of the Association's "investment portfolio" shall not at any
        time exceed the lesser of - 
            (i) the value of such portfolio on the date of the
          enactment of this subsection; or
            (ii) the value of such portfolio on the date such an
          arrangement is consummated. The term "investment portfolio"
          shall mean all investments shown on the consolidated balance
          sheet of the Association other than - 
              (I) any instrument or assets described in section 1087-
            2(d) of title 20, as such section existed on the day
            before the date of the repeal of such section;
              (II) any direct noncallable obligations of the United
            States or any agency thereof for which the full faith and
            credit of the United States is pledged; or
              (III) cash or cash equivalents.
        (D) Enforcement
          The terms and conditions imposed under subparagraph (B) may
        be enforced by the Secretary in accordance with section 1087-3
        of title 20.
        (E) Definitions
          For purposes of this paragraph, the following definition
        shall apply - 
          (i) Association; Holding Company
            Notwithstanding any provision in section 1813 of this
          title, the terms "Association" and "Holding Company" have the
          same meanings as in section 1087-3(i) of title 20.
          (ii) Secretary
            The term "Secretary" means the Secretary of the Treasury.
      (5) "Government-sponsored enterprise" defined
        For purposes of this subsection, the term "Government-sponsored
      enterprise" has the meaning given to such term in section
      1404(e)(1)(A) of the Financial Institutions Reform, Recovery, and
      Enforcement Act of 1989.
    (t) Recordkeeping requirements
      (1) Requirements
        Each appropriate Federal banking agency, after consultation
      with and consideration of the views of the Commission, shall
      establish recordkeeping requirements for banks relying on
      exceptions contained in paragraphs (4) and (5) of section 78c(a)
      of title 15. Such recordkeeping requirements shall be sufficient
      to demonstrate compliance with the terms of such exceptions and
      be designed to facilitate compliance with such exceptions.
      (2) Availability to Commission; confidentiality
        Each appropriate Federal banking agency shall make any
      information required under paragraph (1) available to the
      Commission upon request. Notwithstanding any other provision of
      law, the Commission shall not be compelled to disclose any such
      information. Nothing in this paragraph shall authorize the
      Commission to withhold information from Congress, or prevent the
      Commission from complying with a request for information from any
      other Federal department or agency or any self-regulatory
      organization requesting the information for purposes within the
      scope of its jurisdiction, or complying with an order of a court
      of the United States in an action brought by the United States or
      the Commission. For purposes of section 552 of title 5, this
      paragraph shall be considered a statute described in subsection
      (b)(3)(B) of such section 552.
      (3) Definition
        As used in this subsection the term "Commission" means the
      Securities and Exchange Commission.
    (u) Limitation on claims
      (1) In general
        No person may bring a claim against any Federal banking agency
      (including in its capacity as conservator or receiver) for the
      return of assets of an affiliate or controlling shareholder of
      the insured depository institution transferred to, or for the
      benefit of, an insured depository institution by such affiliate
      or controlling shareholder of the insured depository institution,
      or a claim against such Federal banking agency for monetary
      damages or other legal or equitable relief in connection with
      such transfer, if at the time of the transfer - 
          (A) the insured depository institution is subject to any
        direction issued in writing by a Federal banking agency to
        increase its capital; and
          (B) for that portion of the transfer that is made by an
        entity covered by section 1844(g) of this title or section
        1831v of this title, the Federal banking agency has followed
        the procedure set forth in such section.
      (2) Definition of claim
        For purposes of paragraph (1), the term "claim" - 
          (A) means a cause of action based on Federal or State law
        that - 
            (i) provides for the avoidance of preferential or
          fraudulent transfers or conveyances; or
            (ii) provides similar remedies for preferential or
          fraudulent transfers or conveyances; and

          (B) does not include any claim based on actual intent to
        hinder, delay, or defraud pursuant to such a fraudulent
        transfer or conveyance law.
    (v) Loans by insured institutions on their own stock
      (1) General prohibition
        No insured depository institution may make any loan or discount
      on the security of the shares of its own capital stock.
      (2) Exclusion
        For purposes of this subsection, an insured depository
      institution shall not be deemed to be making a loan or discount
      on the security of the shares of its own capital stock if it
      acquires the stock to prevent loss upon a debt previously
      contracted for in good faith.
    (w) Written employment references may contain suspicions of
      involvement in illegal activity
      (1) Authority to disclose information
        Notwithstanding any other provision of law, any insured
      depository institution, and any director, officer, employee, or
      agent of such institution, may disclose in any written employment
      reference relating to a current or former institution-affiliated
      party of such institution which is provided to another insured
      depository institution in response to a request from such other
      institution, information concerning the possible involvement of
      such institution-affiliated party in potentially unlawful
      activity.
      (2) Information not required
        Nothing in paragraph (1) shall be construed, by itself, to
      create any affirmative duty to include any information described
      in paragraph (1) in any employment reference referred to in
      paragraph (1).
      (3) Malicious intent
        Notwithstanding any other provision of this subsection,
      voluntary disclosure made by an insured depository institution,
      and any director, officer, employee, or agent of such
      institution, under this subsection concerning potentially
      unlawful activity that is made with malicious intent, shall not
      be shielded from liability from the person identified in the
      disclosure.
      (4) Definition
        For purposes of this subsection, the term "insured depository
      institution" includes any uninsured branch or age