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FINANCIAL STABILITY OVERSIGHT BOARD

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Minutes of the Financial Stability Oversight Board Meeting
November 26, 2012
A meeting of the Financial
Stability Oversight Board (“Board”) was
held at 2:00 p.m. (EST) on Monday,
November 26, 2012, via teleconference.

Mr. Lawler, Chief Economist,
Federal Housing Finance Agency
Ms. Nisanci, Chief of Staff, Securities
and Exchange Commission

MEMBERS PARTICIPATING:
Mr. Bernanke, Chairperson
Mr. Donovan
Ms. Schapiro
Mr. DeMarco
STAFF PARTICIPATING:
Mr. Treacy, Executive Director
Mr. Gonzalez, General Counsel and
Secretary
AGENCY OFFICIALS
PARTICIPATING:
Mr. Massad, Assistant Secretary for
Financial Stability, Department of
the Treasury
Mr. Pendo, Chief Investment Officer,
Office of Financial Stability,
Department of the Treasury
Mr. Kingsley, Chief, Homeownership
Preservation Office, Office of
Financial Stability, Department of
the Treasury
Mr. Grom, Senior Advisor to the
Assistant Secretary for Financial
Stability, Department of the Treasury
Mr. Ryan, Senior Advisor to the
Secretary, Department of Housing
and Urban Development

Chairperson Bernanke called the
meeting to order at approximately
2:05 p.m. (EST). At the outset of the
meeting the Board members noted
Ms. Schapiro’s expected departure from
the Securities and Exchange Commission
and thanked her for her years of service
and contributions to the Oversight Board.
The Board then considered draft
minutes for the meeting of the Board on
October 29, 2012, which had been
circulated in advance of the meeting.
Upon a motion duly made and seconded,
the Members voted to approve the
minutes of the meeting, subject to such
technical revisions as may be received
from the Members.
Officials from the Department of
the Treasury (“Treasury”) then provided
an update on the programs established by
Treasury under the Troubled Asset Relief
Program (“TARP”). Discussion during
the meeting focused on the Capital
Purchase Program (“CPP”); the American
International Group, Inc. (“AIG”); the
Automotive Industry Financing Program
(“AIFP”); the Term Asset-backed
Securities Loan Facility (“TALF”); the
Public-Private Investment Program
(“PPIP”); the Making Home Affordable
(“MHA”) program and related initiatives;
and the annual financial statements for
the Office of Financial Stability (“OFS”).
Among the materials distributed in
advance of the meeting was the monthly

FINANCIAL STABILITY OVERSIGHT BOARD

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report issued by Treasury under Section
105(a) of the Emergency Economic
Stabilization Act (“105(a) report”), which
contains information concerning the
programs established by Treasury under
TARP and aggregate information
regarding the allocated and disbursed
amounts under TARP. Throughout the
meeting, Members raised and discussed
various matters with respect to the effects
of the policies and programs established
under TARP.

Treasury officials then provided
Members with an update on the CPP.
Officials discussed the current aggregate
status of all repayments and asset sales
along with dividends, interest, warrant
sales, gains from the sale of common
stock, and fee income Treasury has
received from the banking organizations
remaining in the program. Officials
noted the results of auctions Treasury
commenced in October of preferred stock
in 15 institutions that participated in the
CPP. Treasury expects to receive
aggregate gross proceeds from the
auctions of approximately $62.0 million.
As part of this discussion, officials
discussed Treasury’s plans for future
auctions of additional CPP investments.

Treasury officials first reviewed
and discussed the OFS Agency Financial
Report for Fiscal Year 2012, which
describes the activities and financial
results for the TARP since its inception in
October 2008 through the fiscal year
ending September 30, 2012 (“Financial
Report FY2012”). The Government
Accountability Office audited the
FY2012 financial statements prepared by
OFS for the TARP and found that OFS
presented them, in all material respects,
in conformity with U.S. generally
accepted accounting principles. In
addition, GAO found no material
weaknesses or significant deficiencies in
its internal controls over financial
reporting. In addition, OFS successfully
resolved its one fiscal year 2011
significant deficiency relating to internal
control surrounding financial reporting.
Using prepared materials, Treasury
officials then provided Members with an
update on the latest cost estimates for
TARP. Officials discussed Treasury’s
daily TARP update report as of
November 1, 2012, which showed for
each TARP program the amount of funds
obligated, the amount actually disbursed,
repayments and income received, and any
gains or losses with regard to individual
investments as of October 31, 2012.

Using prepared materials, Treasury
officials then provided the Members with
an update on the credit market programs
established under TARP, including the
TALF and PPIP. Officials discussed the
relative performance of the Public-Private
Investment Funds (“PPIFs”) established
under the PPIP and the progress of certain
PPIFs in completing their investment
strategy. Officials noted that five PPIFs
had wound down their funds. Of the
remaining four PPIFs, only one PPIF can
continue to make investments until its
investment period ends on December 18,
2012. The PPIFs then have up to five
additional years, which may be extended,
subject to Treasury’s approval, for up to
two more years, to manage these
investments and return the proceeds to
Treasury and other PPIF investors.
Officials then reviewed the current status
of the TALF, noting that, in June 2012,
Treasury’s commitment under the TALF
was set at $1.4 billion.
Using prepared materials, Treasury
officials then provided Members with an

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update on the U.S. government’s
investment in AIG. Treasury continues
to hold 15.9 percent of the common stock
outstanding of AIG.

participating in HAMP about options
available to homeowners affected by
Hurricane Sandy. Under the program's
guidelines, servicers should offer a
minimum of three months forbearance to
any homeowner who requests
forbearance as a result of a federally
declared disaster (“FDD”) as designated
by the Federal Emergency Management
Agency (“FEMA”) and meets the
eligibility criteria specified by Treasury
for FDD forbearance. For eligible
homeowners who are being considered or
have received assistance under MHA, the
servicer cannot, for 90 days following the
FDD designation, take any action that
would adversely affect the borrower’s
eligibility, or good standing, under MHA
until and unless there is contact with the
borrower to establish whether the
borrower requires FDD forbearance. As
part of this discussion, Treasury officials
also discussed the HHF. Officials
described the recent progress of certain
HFAs in increasing participation under
their respective HHF-sponsored programs
and Treasury’s efforts to provide
oversight and assistance to HFAs.

Treasury officials then provided
Members with an update on the AIFP.
Among the matters discussed were the
status of Treasury’s investment in
General Motors and Ally, as well as
recent developments in the bankruptcy
proceeding of Ally’s non-bank affiliate,
Residential Capital LLC. Officials noted
that Ally had reached an agreement to sell
its operations in Europe and Latin
America, as well as its share in a joint
venture in China, to General Motors
Financial Company, Inc., a wholly-owned
subsidiary of General Motors, which
itself is an AIFP recipient. The
transaction is subject to regulatory
approvals and is expected to close in
stages during 2013. Ally expects to
receive approximately $4.2 billion in
proceeds from this transaction bringing to
$9.2 billion in expected proceeds from
sales of all its international operations.
Using prepared materials, Treasury
officials then provided an update on the
MHA and other related housing
initiatives, including the Home
Affordable Modification Program
(“HAMP”) and the Housing Finance
Agency (“HFA”) Hardest-Hit Fund
(“HHF”). Officials discussed the results
of Treasury’s MHA Program
Performance Report as of
September 2012, a monthly summary of
recent MHA-related activity. Officials
noted that MHA servicers had initiated
approximately 14,000 new permanent
modifications and 15,000 trial
modification since the August 2012
report. Officials noted that Treasury
provided guidance to mortgage servicers

Staff of the Oversight Board then
provided Members with an update
regarding the Oversight Board’s quarterly
report to Congress for the quarter ending
September 30, 2012, that will be issued
pursuant to section 104(g) of the EESA.
Staff discussed, among other things, the
timing of the report.
The meeting was adjourned at
approximately 2:30 p.m. (EDT).
[Signed electronically]
______________________________
Jason A. Gonzalez,
General Counsel and Secretary