,,ii  #aafth ,,congress  #b;d ,session  
,s4 #djhi  ,,in ,,the ,,senate ,,of     
,,the ,,united ,,states  ,june #be1     
#bjbj,mr4 ,durbin 7for himself1 ,mr4    
,whitehouse1 ,ms4 ,klobuchar1 ,ms4      
,harris1 ,mr4 ,brown1 ,mr4 ,schatz1 and 
,mr4 ,merkley7 introduced the following 
bill2 which was read twice and referred 
to the ,committee on the ,judiciary  ,a 
,,bill  ,to amend title #aa1 ,united    
,states ,code1 to improve protections   
for employees and retirees in business  
bankruptcies4  #a4 ,short title2 table  
of contents  7a7 ,short title ,this ,act
 may be cited as the ,protecting        
,employees and ,retirees in ,business   
,bankruptcies ,act of #bjbj4  7b7 ,table
 of contents ,the table of contents of  
this ,act is as follows3 ,sec4 #a4      
,short title2 table of contents4,sec4   
#b4 ,findings4,title ,i--,improving     
,recoveries for ,employees and ,retirees
 ,sec4 #aja4 ,increased wage            
priority4,sec4 #ajb4 ,claim for stock   
value losses in defined contribution    

plans4,sec4 #ajc4 ,priority for         
severance pay and contributions to      
employee benefit plans4,sec4 #ajd4      
,financial returns for employees and    
retirees4,sec4 #aje4 ,priority for      
,,warn ,act damages4,title              
,,ii--,reducing ,employees' and         
,retirees' ,losses,sec4 #bja4 ,rejection
 of collective bargaining               
agreements4,sec4 #bjb4 ,payment of      
insurance benefits to retired           
employees4,sec4 #bjc4 ,protection of    
employee benefits in a sale of          
assets4,sec4 #bjd4 ,claim for pension   
losses4,sec4 #bje4 ,payments by secured 
lender4,sec4 #bjf4 ,preservation of jobs
 and benefits4,sec4 #bjg4 ,termination  
of exclusivity4,sec4 #bjh4 ,claim for   
withdrawal liability4,title             
,,iii--,restricting ,executive          
,compensation ,programs,sec4 #cja4      
,executive compensation upon exit from  
bankruptcy4,sec4 #cjb4 ,limitations on  
executive compensation                  
enhancements4,sec4 #cjc ,prohibition    

against special compensation            
payments4,sec4 #cjd4 ,assumption of     
executive benefit plans4,sec4 #cje4     
,recovery of executive                  
compensation4,sec4 #cjf4 ,preferential  
compensation transfer4,title            
,,iv--,other ,provisions,sec4 #dja4     
,union proof of claim4,sec4 #djb4       
,exception from automatic stay4,sec4    
#djc4 ,effect on collective bargaining  
agreements under the ,railway ,labor    
,act4  #b4 ,findings ,the ,congress     
finds the following3 7#a7 ,business     
bankruptcies have increased sharply in  
recent years and remain at high levels  
due to the impact of the ,,covid-#ai    
pandemic4 ,as the use of bankruptcy has 
expanded1 job preservation and          
retirement security are placed at       
greater risk4  7#b7 ,laws enacted to    
improve recoveries for employees and    
retirees and limit their losses in      
bankruptcy cases have not kept pace with
 the increasing and broader use of      
bankruptcy by businesses in all sectors 

of the economy4 ,however1 while         
protections for employees and retirees  
in bankruptcy cases have eroded1        
management compensation plans devised   
for those in charge of troubled         
businesses have become more prevalent   
and are escaping adequate scrutiny4     
7#c7 ,changes in the law regarding these
 matters are urgently needed as         
bankruptcy is used to address           
increasingly more complex and diverse   
conditions affecting troubled businesses
 and industries4  ,i ,improving         
,recoveries for ,employees and ,retirees
  #aja4 ,increased wage priority        
,section #ejg7;a7 of title #aa1 ,united 
,states ,code1 is amended-- 7#a7 in     
paragraph 7#d7-- 7,a7 by redesignating  
subparagraphs 7,a7 and 7,b7 as clauses  
7i7 and 7ii71 respectively2  7,b7 in the
 matter preceding clause 7i71 as so     
redesignated1 by inserting 7,a7 before  
,fourth2  7,c7 in subparagraph 7,a71 as 
so designated1 in the matter preceding  
clause 7i71 as so redesignated-- 7i7 by 

striking #aj1jjj and inserting #bj1jjj2 
7ii7 by striking within #ahj days2 and  
7iii7 by striking or the date of the    
cessation of the debtor's business1     
whichever occurs first12 and  7,d7 by   
adding at the end the following3  7,b7  
,severance pay described in subparagraph
 7,a77i7 shall be deemed earned in full 
upon the layoff or termination of       
employment of the individual to whom the
 severance is owed4  2  7#b7 in         
paragraph 7#e7-- 7,a7 in subparagraph   
7,a7-- 7i7 by striking within #ahj days2
 and  7ii7 by striking or the date of   
the cessation of the debtor's business1 
whichever occurs first2 and  7,b7 by    
striking subparagraph 7,b7 and inserting
 the following3  7,b7 for each such     
plan1 to the extent of the number of    
employees covered by each such plan1    
multiplied by #bj1jjj4  4  #ajb4 ,claim 
for stock value losses in defined       
contribution plans ,section #aja7e7 of  
title #aa1 ,united ,states ,code1 is    
amended-- 7#a7 in subparagraph 7,a71 by 

striking or at the end2  7#b7 in        
subparagraph 7,b71 by striking the      
period at the end and inserting 2 or2   
and  7#c7 by adding at the end the      
following3  7,c7 right or interest in   
equity securities of the debtor1 or an  
affiliate of the debtor1 if-- 7i7 the   
equity securities are held in a defined 
contribution plan 7within the meaning of
 section #c7cd7 of the ,employee        
,retirement ,income ,security ,act of   
#aigd 7#bi ,u4,s4,c4 #ajjb7cd777 for the
 benefit of an individual who is not an 
insider1 a senior executive officer1 or 
any of the #bj highest compensated      
employees of the debtor who are not     
insiders or senior executive officers2  
7ii7 the equity securities were         
attributable to either employer         
contributions by the debtor or an       
affiliate of the debtor1 or elective    
deferrals 7within the meaning of section
 #djb7;g7 of the ,internal ,revenue     
,code of #aihf71 and any earnings       
thereon2 and  7iii7 an employer or plan 

sponsor who has commenced a case under  
this title has committed fraud with     
respect to such plan or has otherwise   
breached a duty to the participant that 
has proximately caused the loss of      
value4  4  #ajc4 ,priority for severance
 pay and contributions to employee      
benefit plans ,section #ejc7;b7 of title
 #aa1 ,united ,states ,code1 is         
amended-- 7#a7 in paragraph 7#h77;,b71  
by striking and at the end2  7#b7 in    
paragraph 7#i71 by striking the period  
and inserting a semicolon2 and  7#c7 by 
adding at the end the following3  7#aj7 
severance pay owed to employees of the  
debtor 7other than to an insider of the 
debtor1 a senior executive officer of   
the debtor1 the #bj highest compensated 
employees of the debtor who are not     
insiders or senior executive officers1  
any department or division manager of   
the debtor1 or any consultant providing 
services to the debtor71 under a plan1  
program1 or policy generally applicable 
to employees of the debtor 7but not     

under an individual contract of         
employment71 or owed pursuant to a      
collective bargaining agreement1 for    
layoff or termination on or after the   
date of the filing of the petition1     
which pay shall be deemed earned in full
 upon such layoff or termination of     
employment2 and  7#aa7 any contribution 
to an employee benefit plan that is due 
on or after the date of the filing of   
the petition2 and  4  #ajd4 ,financial  
returns for employees and retirees      
,section #aabi7;a7 of title #aa1 ,united
 ,states ,code is amended-- 7#a7 by     
striking paragraph 7#ac7 and inserting  
the following3  7#ac7 ,with respect to  
retiree benefits1 as that term is       
defined in section #aaad7;a71 the plan--
 7,a7 provides for the continuation     
after the effective date of the plan of 
payment of all retiree benefits at the  
level established pursuant to subsection
 7e77#a77;,b7 or 7g7 of section #aaad at
 any time before the date of            
confirmation of the plan1 for the       

duration of the period for which the    
debtor has obligated itself to provide  
such benefits1 or if no modifications   
are made before confirmation of the     
plan1 the continuation of all such      
retiree benefits maintained or          
established in whole or in part by the  
debtor before the date of the filing of 
the petition2 and  7,b7 provides for    
recovery of claims arising from the     
modification of retiree benefits or for 
other financial returns1 as negotiated  
by the debtor and the authorized        
representative 7to the extent that such 
returns are paid under1 rather than     
outside of1 a plan74  2 and  7#b7 by    
adding at the end the following3  7#ag7 
,the plan provides for recovery of      
damages payable for the rejection of a  
collective bargaining agreement1 or for 
other financial returns as negotiated by
 the debtor and the authorized          
representative under section #aaac 7to  
the extent that such returns are paid   
under1 rather than outside of1 a plan74 

4  #aje4 ,priority for ,,warn ,act      
damages ,section #ejc7;b77#a77;,a77ii7  
of title #aa1 ,united ,states ,code is  
amended by inserting any back pay1 civil
 penalty1 or damages for a violation of 
any ,federal or ,state labor and        
employment law1 including the ,worker   
,adjustment and ,retraining             
,notification ,act 7#bi ,u4,s4,c4 #baja 
et seq47 and any comparable ,state law1 
before wages and benefits4  ,,ii        
,reducing ,employees' and ,retirees'    
,losses  #bja4 ,rejection of collective 
bargaining agreements ,section #aaac of 
title #aa1 ,united ,states ,code1 is    
amended by striking subsections 7a7     
through 7f7 and inserting the following3
  7a7 ,the debtor in possession1 or the 
trustee if one has been appointed under 
this chapter1 other than as provided in 
section #ajc7m7 for collective          
bargaining agreements covered by the    
,railway ,labor ,act 7#de ,u4,s4,c4 #aea
 et seq471 may reject a collective      
bargaining agreement only in accordance 

with this section4 ,in this section1 a  
reference to the trustee includes the   
debtor in possession4  7b7 ,no provision
 of this title shall be construed to    
permit the trustee to unilaterally      
terminate or alter any provision of a   
collective bargaining agreement before  
complying with this section4 ,the       
trustee shall timely pay all monetary   
obligations arising under the terms of  
the collective bargaining agreement4    
,any such payment required to be made   
before a plan confirmed under section   
#aabi is effective has the status of an 
allowed administrative expense under    
section #ejc4  7c7 7#a7 ,if the trustee 
seeks modification of a collective      
bargaining agreement1 the trustee shall 
provide notice to the labor organization
 representing the employees covered by  
the collective bargaining agreement that
 modifications are being proposed under 
this section1 and shall promptly provide
 an initial proposal for modifications  
to the collective bargaining agreement4 

,thereafter1 the trustee shall confer in
 good faith with the labor organization1
 at reasonable times and for a          
reasonable period in light of the       
complexity of the case1 in attempting to
 reach mutually acceptable modifications
 of the collective bargaining agreement4
  7#b7 ,the initial proposal and        
subsequent proposals by the trustee for 
modification of a collective bargaining 
agreement shall be based upon a business
 plan for the reorganization of the     
debtor1 and shall reflect the most      
complete and reliable information       
available4 ,the trustee shall provide to
 the labor organization all information 
that is relevant for negotiations4 ,the 
court may enter a protective order to   
prevent the disclosure of information if
 disclosure could compromise the        
position of the debtor with respect to  
the competitors in the industry of the  
debtor1 subject to the needs of the     
labor organization to evaluate the      
proposals of the trustee and any        

application for rejection of the        
collective bargaining agreement or for  
interim relief pursuant to this section4
  7#c7 ,in consideration of ,federal    
policy encouraging the practice and     
process of collective bargaining and in 
recognition of the bargained-for        
expectations of the employees covered by
 the collective bargaining agreement1   
modifications proposed by the trustee-- 
7,a7 shall be proposed only as part of a
 program of workforce and nonworkforce  
cost savings devised for the            
reorganization of the debtor1 including 
savings in management personnel costs2  
7,b7 shall be limited to modifications  
designed to achieve a specified         
aggregate financial contribution for the
 employees covered by the collective    
bargaining agreement 7taking into       
consideration any labor cost savings    
negotiated within the #ab-month period  
before the filing of the petition71 and 
shall be not more than the minimum      
savings essential to permit the debtor  

to exit bankruptcy1 such that           
confirmation of a plan of reorganization
 is not likely to be followed by the    
liquidation1 or the need for further    
financial reorganization1 of the debtor 
7or any successor to the debtor7 in the 
short term2 and  7,c7 shall not be      
disproportionate or overly burden the   
employees covered by the collective     
bargaining agreement1 either in the     
amount of the cost savings sought from  
such employees or the nature of the     
modifications4  7d7 7#a7 ,if1 after a   
period of negotiations1 the trustee and 
the labor organization have not reached 
an agreement over mutually satisfactory 
modifications1 and further negotiations 
are not likely to produce mutually      
satisfactory modifications1 the trustee 
may file a motion seeking rejection of  
the collective bargaining agreement     
after notice and a hearing4 ,absent     
agreement of the parties1 no such       
hearing shall be held before the        
expiration of the #ba-;day period       

beginning on the date on which notice of
 the hearing is provided to the labor   
organization representing the employees 
covered by the collective bargaining    
agreement4 ,only the debtor and the     
labor organization may appear and be    
heard at such hearing4 ,an application  
for rejection shall seek rejection      
effective upon the entry of an order    
granting the relief4  7#b7 ,in          
consideration of ,federal policy        
encouraging the practice and process of 
collective bargaining and in recognition
 of the bargained-for expectations of   
the employees covered by the collective 
bargaining agreement1 the court may     
grant a motion seeking rejection of a   
collective bargaining agreement only if1
 based on clear and convincing          
evidence-- 7,a7 the court finds that the
 trustee has complied with the          
requirements of subsection 7c72  7,b7   
the court has considered alternative    
proposals by the labor organization and 
has concluded that such proposals do not

 meet the requirements of subsection    
7c77#c77;,b72  7,c7 the court finds that
 further negotiations regarding the     
proposal of the trustee or an           
alternative proposal by the labor       
organization are not likely to produce  
an agreement2  7,d7 the court finds that
 implementation of the proposal of the  
trustee shall not-- 7i7 cause a material
 diminution in the purchasing power of  
the employees covered by the collective 
bargaining agreement2  7ii7 adversely   
affect the ability of the debtor to     
retain an experienced and qualified     
workforce2 or  7iii7 impair the labor   
relations of the debtor such that the   
ability to achieve a feasible           
reorganization would be compromised2 and
  7,e7 the court concludes that         
rejection of the collective bargaining  
agreement and immediate implementation  
of the proposal of the trustee is       
essential to permit the debtor to exit  
bankruptcy1 such that confirmation of a 
plan of reorganization is not likely to 

be followed by liquidation1 or the need 
for further financial reorganization1 of
 the debtor 7or any successor to the    
debtor7 in the short term4  7#c7 ,if1   
during the bankruptcy1 the trustee has  
implemented a program of incentive pay1 
bonuses1 or other financial returns for 
an insider of the debtor1 a senior      
executive officer of the debtor1 any of 
the #bj highest compensated employees of
 the debtor who are not insiders or     
senior executive officers1 any          
department or division manager of the   
debtor1 or any consultant providing     
services to the debtor1 or such a       
program was implemented within #ahj days
 before the date of the filing of the   
petition1 the court shall presume that  
the trustee has failed to satisfy the   
requirements of subsection 7c77#c77;,c74
  7#d7 ,in no case shall the court enter
 an order rejecting a collective        
bargaining agreement that would result  
in modifications to a level lower than  
the level proposed by the trustee in the

 proposal found by the court to have    
complied with the requirements of this  
section4  7#e7 ,at any time after the   
date on which an order rejecting a      
collective bargaining agreement is      
entered1 or in the case of a collective 
bargaining agreement entered into       
between the trustee and the labor       
organization providing mutually         
satisfactory modifications1 at any time 
after that collective bargaining        
agreement has been entered into1 the    
labor organization may apply to the     
court for an order seeking an increase  
in the level of wages or benefits1 or   
relief from working conditions1 based   
upon changed circumstances4 ,the court  
shall grant the request only if the     
increase or other relief is not         
inconsistent with the standard set forth
 in paragraph 7#b77;,e74  7e7 ,during a 
period during which a collective        
bargaining agreement at issue under this
 section continues in effect and a      
motion for rejection of the collective  

bargaining agreement has been filed1 if 
essential to the continuation of the    
business of the debtor or in order to   
avoid irreparable damage to the estate1 
the court1 after notice and a hearing1  
may authorize the trustee to implement  
interim changes in the terms1           
conditions1 wages1 benefits1 or work    
rules provided by the collective        
bargaining agreement4 ,any hearing under
 this subsection shall be scheduled in  
accordance with the needs of the        
trustee4 ,the implementation of such    
interim changes shall not render the    
application for rejection moot and may  
be authorized for not more than #ad days
 in total4  7f7 7#a7 ,rejection of a    
collective bargaining agreement         
constitutes a breach of the collective  
bargaining agreement1 and shall be      
effective no earlier than the entry of  
an order granting such relief4  7#b7    
,notwithstanding paragraph 7#a71 solely 
for purposes of determining and allowing
 a claim arising from the rejection of a

 collective bargaining agreement1       
rejection shall be treated as rejection 
of an executory contract under section  
#cfe7;g7 and shall be allowed or        
disallowed in accordance with section   
#ejb7;g77#a74 ,no claim for rejection   
damages shall be limited by section     
#ejb7;b77#g74 ,economic self-help by a  
labor organization shall be permitted   
upon a court order granting a motion to 
reject a collective bargaining agreement
 under subsection 7d7 or pursuant to    
subsection 7e71 and no provision of this
 title or of any other provision of     
,federal or ,state law may be construed 
to the contrary4  7g7 ,the trustee shall
 provide for the reasonable fees and    
costs incurred by a labor organization  
under this section1 upon request and    
after notice and a hearing4  7h7 ,a     
collective bargaining agreement that is 
assumed shall be assumed in accordance  
with section #cfe4  4  #bjb4 ,payment of
 insurance benefits to retired employees
 ,section #aaad of title #aa1 ,united   

,states ,code1 is amended-- 7#a7 in     
subsection 7a71 by inserting 1 without  
regard to whether the debtor asserts a  
right to unilaterally modify such       
payments under such plan1 fund1 or      
program before the period at the end2   
7#b7 in subsection 7b77#b71 by inserting
 1 and a labor organization serving as  
the authorized representative under     
subsection 7c77#a71 after section2  7#c7
 by striking subsection 7f7 and         
inserting the following3  7f7 7#a7 ,if a
 trustee seeks modification of retiree  
benefits1 the trustee shall provide a   
notice to the authorized representative 
that modifications are being proposed   
pursuant to this section1 and shall     
promptly provide an initial proposal4   
,thereafter1 the trustee shall confer in
 good faith with the authorized         
representative at reasonable times and  
for a reasonable period in light of the 
complexity of the case in attempting to 
reach mutually satisfactory             
modifications4  7#b7 ,the initial       

proposal and subsequent proposals by the
 trustee shall be based upon a business 
plan for the reorganization of the      
debtor and shall reflect the most       
complete and reliable information       
available4 ,the trustee shall provide to
 the authorized representative all      
information that is relevant for the    
negotiations4 ,the court may enter a    
protective order to prevent the         
disclosure of information if disclosure 
could compromise the position of the    
debtor with respect to the competitors  
in the industry of the debtor1 subject  
to the needs of the authorized          
representative to evaluate the proposals
 of the trustee and an application      
pursuant to subsection 7g7 or 7h74  7#c7
 ,modifications proposed by the         
trustee-- 7,a7 shall be proposed only as
 part of a program of workforce and     
nonworkforce cost savings devised for   
the reorganization of the debtor1       
including savings in management         
personnel costs2  7,b7 shall be limited 

to modifications that are designed to   
achieve a specified aggregate financial 
contribution for the retiree group      
represented by the authorized           
representative 7taking into             
consideration any cost savings          
implemented within the #ab-month period 
before the date of filing of the        
petition with respect to the retiree    
group71 and shall be no more than the   
minimum savings essential to permit the 
debtor to exit bankruptcy1 such that    
confirmation of a plan of reorganization
 is not likely to be followed by the    
liquidation1 or the need for further    
financial reorganization1 of the debtor 
7or any successor to the debtor7 in the 
short term2 and  7,c7 shall not be      
disproportionate or overly burden the   
retiree group1 either in the amount of  
the cost savings sought from such group 
or the nature of the modifications4  2  
7#d7 in subsection 7g7-- 7,a7 by        
striking the subsection designation and 
all that follows through the semicolon  

at the end of paragraph 7#c7 and        
inserting the following3  7g7 7#a7 ,if1 
after a period of negotiations1 the     
trustee and the authorized              
representative have not reached         
agreement over mutually satisfactory    
modifications and further negotiations  
are not likely to produce mutually      
satisfactory modifications1 the trustee 
may file a motion seeking modifications 
in the payment of retiree benefits after
 notice and a hearing4 ,absent agreement
 of the parties1 no such hearing shall  
be held before the expiration of the    
#ba-;day period beginning on the date on
 which notice of the hearing is provided
 to the authorized representative4 ,only
 the debtor and the authorized          
representative may appear and be heard  
at such hearing4  7#b7 ,the court may   
grant a motion to modify the payment of 
retiree benefits only if1 based on clear
 and convincing evidence-- 7,a7 the     
court finds that the trustee has        
complied with the requirements of       

subsection 7f72  7,b7 the court has     
considered alternative proposals by the 
authorized representative and has       
determined that such proposals do not   
meet the requirements of subsection     
7f77#c77;,b72  7,c7 the court finds that
 further negotiations regarding the     
proposal of the trustee or an           
alternative proposal by the authorized  
representative are not likely to produce
 a mutually satisfactory agreement2     
7,d7 the court finds that implementation
 of the proposal shall not cause        
irreparable harm to the affected        
retirees2 and  7,e7 the court concludes 
that an order granting the motion and   
immediate implementation of the proposal
 of the trustee is essential to permit  
the debtor to exit bankruptcy1 such that
 confirmation of a plan of              
reorganization is not likely to be      
followed by liquidation1 or the need for
 further financial reorganization1 of   
the debtor 7or a successor to the       
debtor7 in the short term4  7#c7 ,if1   

during the bankruptcy1 a trustee has    
implemented a program of incentive pay1 
bonuses1 or other financial returns for 
insiders of the debtor1 senior executive
 officers of the debtor1 the #bj highest
 compensated employees of the debtor who
 are not insiders or senior executive   
officers1 any department or division    
managers of the debtor1 or any          
consultants providing services to the   
debtor1 or such a program was           
implemented within #ahj days before the 
date of the filing of the petition1 the 
court shall presume that the trustee has
 failed to satisfy the requirements of  
subsection 7f77#c77;,c74  2 and  7,b7 in
 the matter following paragraph 7#c7--  
7i7 by striking except that in no case  
and inserting the following3  7#d7 ,in  
no case  2 and  7ii7 by striking is     
consistent with the standard set forth  
in paragraph 7#c7 and inserting assures 
that all creditors1 the debtor1 and all 
of the affected parties are treated     
fairly and equitably1 and is clearly    

favored by the balance of the equities2 
7#e7 in subsection 7h77#a71 by inserting
 for a period of not longer than #ad    
days before the period2 and  7#f7 by    
striking subsection 7k7 and             
redesignating subsections 7l7 and 7m7 as
 subsections 7k7 and 7l71 respectively4 
#bjc4 ,protection of employee benefits  
in a sale of assets  7a7 ,requirement   
,to preserve jobs and maintain terms and
 conditions of employment ,section #cfc 
of title #aa1 ,united ,states ,code1 is 
amended by adding at the end the        
following3  7q7 7#a7 ,in approving a    
sale or lease of property of the estate 
under this section or a plan under      
chapter #aa1 the court shall give       
substantial weight to the extent to     
which a prospective purchaser or lessee 
of the property will-- 7,a7 preserve the
 jobs of the employees of the debtor2   
7,b7 maintain the terms and conditions  
of employment of the employees of the   
debtor2 and  7,c7 assume or match the   
pension and health benefit obligations  

of the debtor to the retirees of the    
debtor4  7#b7 ,if there are two or more 
offers to purchase or lease property of 
the estate under this section or a plan 
under chapter #aa1 the court shall      
approve the offer of the prospective    
purchaser or lessee that will best carry
 out the actions described in           
subparagraphs 7,a7 through 7,c7 of      
paragraph 7#a74  4  7b7 ,chapter #aa    
plans ,section #aabi7;a7 of title #aa1  
,united ,states ,code is amended by     
adding at the end the following3  7#ag7 
,if the plan provides for the sale of   
all or substantially all of the property
 of the estate1 the plan requires the   
purchaser of the sale to carry out the  
actions described in subparagraphs 7,a7 
through 7,c7 of section #cfc7q77#a74  4 
#bjd4 ,claim for pension losses ,section
 #ejb of title #aa1 ,united ,states     
,code1 is amended by adding at the end  
the following3  7l7 ,the court shall    
allow a claim asserted by an active or  
retired participant1 or by a labor      

organization representing such          
participants1 in a defined benefit plan 
terminated under section #djda or #djdb 
of the ,employee ,retirement ,income    
,security ,act of #aigd 7#bi ,u4,s4,c4  
#acda1 #acdb71 for any shortfall in     
pension benefits accrued as of the      
effective date of the termination of    
such pension plan as a result of the    
termination of the plan and limitations 
upon the payment of benefits imposed    
pursuant to section #djbb of that ,act  
7#bi ,u4,s4,c4 #acdb71 notwithstanding  
any claim asserted and collected by the 
,pension ,benefit ,guaranty ,corporation
 with respect to such termination4  7m7 
,the court shall allow a claim of a kind
 described in section #aja7e77;,c7 by an
 active or retired participant in a     
defined contribution plan 7within the   
meaning of section #c7cd7 of the        
,employee ,retirement ,income ,security 
,act of #aigd 7#bi ,u4,s4,c4            
#ajjb7cd7771 or by a labor organization 
representing such participants4 ,the    

amount of such claim shall be measured  
by the market value of the stock at the 
time of contribution to1 or purchase by1
 the plan and the value as of the       
commencement of the case4  4  #bje4     
,payments by secured lender ,section    
#ejf7;c7 of title #aa1 ,united ,states  
,code1 is amended-- 7#a7 by adding 7#a7 
after 7c72 and  7#b7 by adding at the   
end the following3  7#b7 ,if one or more
 employees of the debtor have not       
received wages1 accrued vacation1       
severance1 or any other compensation    
owed under a plan1 program1 policy or   
practice of the debtor1 or pursuant to  
the terms of a collective bargaining    
agreement1 for services rendered on or  
after the date of the commencement of   
the case1 or the debtor has not made a  
contribution due under an employee      
benefit plan on or after the date of the
 commencement of the case1 such unpaid  
obligations shall be deemed reasonable1 
necessary costs and expenses of         
preserving1 or disposing of1 property   

securing an allowed secured claim and   
benefitting the holder of the allowed   
secured claim1 and shall be recovered by
 the trustee for payment to the         
employees or the employee benefit plan1 
as applicable1 even if the trustee1 or a
 successor or predecessor in interest   
has otherwise waived the provisions of  
this subsection under an agreement with 
the holder of the allowed secured claim 
or a successor or predecessor in        
interest4  4  #bjf4 ,preservation of    
jobs and benefits ,chapter #aa of title 
#aa1 ,united ,states ,code1 is amended--
 7#a7 by inserting before section #aaja 
the following3  #aajj4 ,statement of    
purpose ,a debtor commencing a case     
under this chapter shall have as its    
principal purpose the reorganization of 
its business to preserve going concern  
value to the maximum extent possible    
through the productive use of its assets
 and the preservation of jobs that will 
sustain productive economic activity4  2
  7#b7 in section #aabi-- 7,a7 in       

subsection 7a71 as amended by section   
#ajd1 by adding at the end the          
following3  7#ah7 ,the debtor has       
demonstrated that the reorganization    
preserves going concern value to the    
maximum extent possible through the     
productive use of the assets of the     
debtor and preserves jobs that sustain  
productive economic activity4  2 and    
7,b7 in subsection 7c7-- 7i7 by         
inserting 7#a7 after 7c72 and  7ii7 by  
striking the last sentence and inserting
 the following3  7#b7 ,if the           
requirements of subsections 7a7 and 7b7 
are met with respect to more than #a    
plan1 the court shall1 in determining   
which plan to confirm-- 7,a7 consider   
the extent to which each plan would     
preserve going concern value through the
 productive use of the assets of the    
debtor and the preservation of jobs that
 sustain productive economic activity2  
and  7,b7 confirm the plan that better  
serves such interests4  7#c7 ,a plan    
that incorporates the terms of a        

settlement with a labor organization    
representing employees of the debtor    
shall presumptively constitute the plan 
that satisfies this subsection4  2 and  
7#c7 in the table of sections1 by       
inserting before the item relating to   
section #aaja the following3  #aajj4    
,statement of purpose4  4  #bjg4        
,termination of exclusivity ,section    
#aaba7;d7 of title #aa1 ,united ,states 
,code1 is amended by adding at the end  
the following3  7#c7 ,for purposes of   
this subsection1 cause for reducing the 
#abj-;day period or the #ahj-;day period
 includes-- 7,a7 the filing of a motion 
pursuant to section #aaac seeking       
rejection of a collective bargaining    
agreement if a plan based upon an       
alternative proposal by the labor       
organization is reasonably likely to be 
confirmed within a reasonable time2 and 
7,b7 the proposed filing of a plan by a 
proponent other than the debtor1 which  
incorporates the terms of a settlement  
with a labor organization if such plan  

is reasonably likely to be confirmed    
within a reasonable time4  4  #bjh4     
,claim for withdrawal liability ,section
 #ejc7;b7 of title #aa1 ,united ,states 
,code1 as amended by section #ajc of    
this ,act1 is amended by adding at the  
end the following3  7#ab7 with respect  
to withdrawal liability owed to a       
multiemployer pension plan for a        
complete or partial withdrawal pursuant 
to section #dbja of the ,employee       
,retirement ,income ,security ,act of   
#aigd 7#bi ,u4,s4,c4 #acha7 where such  
withdrawal occurs on or after the       
commencement of the case1 an amount     
equal to the total benefits payable from
 such pension plan that accrued as a    
result of employees' services rendered  
to the debtor during the period         
beginning on the date of commencement of
 the case and ending on the date of the 
withdrawal from the plan4  4  ,,iii     
,restricting ,executive ,compensation   
,programs  #cja4 ,executive compensation
 upon exit from bankruptcy ,section     

#aabi7;a7 of title #aa1 ,united ,states 
,code1 is amended-- 7#a7 in paragraph   
7#d7-- 7,a7 by adding 7,a7 after 7#d72  
7,b7 in subparagraph 7,a71 as so        
designated1 by striking ,any payment and
 inserting ,subject to subparagraph     
7,b71 any payment2 and  7,c7 by adding  
at the end the following3  7,b7 7i7     
,subject to clause 7ii71 the plan does  
not provide for payments or other       
distributions to1 or for the benefit of1
 an insider of the debtor1 a senior     
executive officer of the debtor1 any of 
the #bj highest compensated employees of
 the debtor who are not insiders or     
senior executive officers1 any          
department or division manager of the   
debtor1 or any consultant providing     
services to the debtor1 unless-- 7,i7   
the payments or other distributions are 
part of a program that is generally     
applicable to all full-time employees of
 the debtor2 and  7,,ii7 the payments or
 distributions do not exceed the        
compensation limits established in      

section #ejc7;c77#a7 in comparison to   
the nonmanagement workforce of the      
debtor4  7ii7 ,the requirement under    
clause 7i7 shall not apply to the       
compensation described in paragraph     
7#e77;,c74  2  7#b7 in paragraph 7#e7-- 
7,a7 in subparagraph 7,a77ii71 by       
striking and at the end2  7,b7 in       
subparagraph 7,b71 by striking the      
period at the end and inserting 2 and2  
and  7,c7 by adding at the end the      
following3  7,c7 the compensation       
disclosed under subparagraph 7,b7 has   
been approved by1 or is subject to the  
approval of1 the court as-- 7i7         
reasonable when compared to individuals 
holding comparable positions at         
comparable companies in the same        
industry as the debtor2  7ii7 not more  
than the amount corresponding to the    
#ejth percentile of the compensation of 
the individuals described in clause 7i72
 and  7iii7 not excessive or            
disproportionate in light of economic   
losses of the nonmanagement workforce of

 the debtor4  4  #cjb4 ,limitations on  
executive compensation enhancements     
,section #ejc7;c7 of title #aa1 ,united 
,states ,code1 is amended-- 7#a7 in the 
matter preceding paragraph 7#a71 by     
inserting and subject to section        
#cfc7;b77#c7 after subsection 7b72  7#b7
 in paragraph 7#a7-- 7,a7 in the matter 
preceding subparagraph 7,a7-- 7i7 by    
inserting 1 a senior executive officer  
of the debtor1 any the #bj highest      
compensated employees of the debtor who 
are not insiders or senior executive    
officers1 any department or division    
manager of the debtor1 or any consultant
 providing services to the debtor before
 for the purpose2 and  7ii7 by inserting
 or for the payment of performance or   
incentive compensation1 or a bonus of   
any kind1 or other financial returns    
designed to replace or enhance          
incentive1 stock1 or other compensation 
in effect before the date of the        
commencement of the case1 after remain  
with the debtor's business12  7,b7 by   

amending subparagraph 7,a7 to read as   
follows3  7,a7 the transfer or          
obligation is part of a program that is 
generally applicable to all full-time   
employees of the debtor2 and  2  7,c7 by
 striking subparagraph 7,b72  7,d7 by   
redesignating subparagraph 7,c7 as      
subparagraph 7,b72  7,e7 in subparagraph
 7,b71 as so redesignated-- 7i7 in      
clause 7i71 by striking #aj and         
inserting #b2 and  7ii7 in clause 7ii7--
 7,i7 by striking #be and inserting #aj2
 and  7,,ii7 by striking insider and    
inserting person2  7#c7 in paragraph    
7#b7-- 7,a7 in the matter preceding     
subparagraph 7,a71 by inserting 1 a     
senior executive officer of the debtor1 
any of the #bj highest compensated      
employees of the debtor who are not     
insiders or senior executive officers1  
any department or division manager of   
the debtor1 or any consultant providing 
services to the debtor1 before 1 unless2
 and  7,b7 in subparagraph 7,b71 by     
striking #aj and inserting #b2 and  7#d7

 by amending paragraph 7#c7 to read as  
follows3  7#c7 other transfers or       
obligations to1 or for the benefit of1  
an insider of the debtor1 a senior      
executive officer of the debtor1 the #bj
 highest compensated employees of the   
debtor who are not insiders or senior   
executive officers1 any department or   
division manager of the debtor1 or any  
consultant providing services to the    
debtor that are outside of the ordinary 
course of business1 except as part of a 
plan of reorganization and subject to   
the approval of the court under         
paragraphs 7#d7 and 7#e7 of section     
#aabi7;a74  4  #cjc4 ,prohibition       
against special compensation payments   
,section #cfc of title #aa1 ,united     
,states ,code1 is amended-- 7#a7 in     
subsection 7b71 by adding at the end the
 following3  7#c7 ,no plan1 program1 or 
other transfer or obligation to1 or for 
the benefit of1 an insider of the       
debtor1 a senior executive officer of   
the debtor1 the #bj highest compensated 

employees of the debtor who are not     
insiders or senior executive officers1  
any department or division manager of   
the debtor1 or any consultant providing 
services to the debtor shall be approved
 if the debtor has1 on or after the date
 that is #a year before the date of the 
filing of the petition-- 7,a7           
discontinued any plan1 program1 policy1 
or practice of paying severance pay to  
the nonmanagement workforce of the      
debtor2 or  7,b7 modified any plan1     
program1 policy1 or practice described  
in subparagraph 7,a7 in order to reduce 
benefits under the plan1 program1       
policy1 or practice4  2 and  7#b7 in    
subsection 7c7-- 7,a7 in paragraph 7#a71
 by striking ,if the business and       
inserting ,except as provided in        
paragraph 7#e71 if the business2 and    
7,b7 by adding at the end the following3
  7#e7 ,in the case of a transaction    
that is a transfer or obligation        
described in paragraphs 7#a7 through    
7#c7 of section #ejc7;c71 the trustee   

shall obtain the prior approval of the  
court after notice and an opportunity   
for a hearing4  4  #cjd4 ,assumption of 
executive benefit plans ,section #cfe of
 title #aa1 ,united ,states ,code1 is   
amended-- 7#a7 in subsection 7a71 by    
striking and 7d7 and inserting 7d71 7q71
 and 7r72 and  7#b7 by adding at the end
 the following3  7q7 ,no deferred       
compensation arrangement for the benefit
 of an insider of the debtor1 a senior  
executive officer of the debtor1 or any 
of the #bj highest compensated employees
 of the debtor who are not insiders or  
senior executive officers shall be      
assumed if a defined benefit plan for   
employees of the debtor has been        
terminated pursuant to section #djda or 
#djdb of the ,employee ,retirement      
,income ,security ,act of #aigd 7#bi    
,u4,s4,c4 #acda1 #acdb71 on or after the
 date that is #a year before the date of
 the commencement of the case4  7r7 ,no 
plan1 fund1 program1 or contract to     
provide retiree benefits for insiders of

 the debtor1 senior executive officers  
of the debtor1 or the #bj highest       
compensated employees of the debtor who 
are not insiders or senior executive    
officers shall be assumed if the debtor 
has obtained relief under subsection 7g7
 or 7h7 of section #aaad to impose      
reductions in retiree benefits or under 
subsection 7d7 or 7e7 of section #aaac  
to impose reductions in the health      
benefits of active employees of the     
debtor1 or has otherwise reduced or     
eliminated health benefits for employees
 or retirees of the debtor on are after 
the date that is #a year before the date
 of the commencement of the case4  4    
#cje4 ,recovery of executive            
compensation  7a7 ,in general           
,subchapter ,,iii of chapter #e of title
 #aa1 ,united ,states ,code1 is amended 
by inserting after section #efb the     
following3  #efc4 ,recovery of executive
 compensation  7a7 ,if a debtor has     
obtained relief under section #aaac7;d7 
or section #aaad7;g71 by which the      

debtor reduces the cost of its          
obligations under a collective          
bargaining agreement or a plan1 fund1 or
 program for retiree benefits 7as       
defined in section #aaad7;a771 the      
court1 in granting relief1 shall        
determine the percentage diminution in  
the value of the obligations when       
compared to the obligations of the      
debtor under the collective bargaining  
agreement1 or with respect to retiree   
benefits1 as of the date of the         
commencement of the case under this     
title before granting such relief4 ,in  
making its determination1 the court     
shall include reductions in benefits1 if
 any1 as a result of the termination    
pursuant to section #djda or #djdb of   
the ,employee ,retirement ,income       
,security ,act of #aigd 7#bi ,u4,s4,c4  
#acda1 #acdb71 of a defined benefit plan
 administered by the debtor1 or for     
which the debtor is a contributing      
employer1 effective at any time on or   
after #ahj days before the date of the  

commencement of a case under this title4
 ,the court shall not take into account 
pension benefits paid or payable under  
that ,act as a result of any such       
termination4  7b7 ,if a defined benefit 
pension plan administered by the debtor1
 or for which the debtor is a           
contributing employer1 has been         
terminated pursuant to section #djda or 
#djdb of the ,employee ,retirement      
,income ,security ,act of #aigd 7#bi    
,u4,s4,c4 #acda1 #acdb71 effective at   
any time on or after #ahj days before   
the date of the commencement of a case  
under this title1 but a debtor has not  
obtained relief under section #aaac7;d71
 or section #aaad7;g71 the court1 upon  
motion of a party in interest1 shall    
determine the percentage diminution in  
the value of benefit obligations when   
compared to the total benefit           
liabilities before such termination4    
,the court shall not take into account  
pension benefits paid or payable under  
title ,,iv of the ,employee ,retirement 

,income ,security ,act of #aigd 7#bi    
,u4,s4,c4 #acja et seq47 as a result of 
any such termination4  7c7 ,upon the    
determination of the percentage         
diminution in value under subsection 7a7
 or 7b71 the estate shall have a claim  
for the return of the same percentage of
 the compensation paid1 directly or     
indirectly 7including any transfer to a 
self-settled trust or similar device1 or
 to a nonqualified deferred compensation
 plan under section #dji;,a7d77#a7 of   
the ,internal ,revenue ,code of #aihf7  
to any officer of the debtor serving as 
member of the board of directors of the 
debtor within the year before the date  
of the commencement of the case1 and any
 individual serving as chairman or lead 
director of the board of directors at   
the time of the granting of relief under
 section #aaac or #aaad or1 if no such  
relief has been granted1 the termination
 of the defined benefit plan4  7d7 ,the 
trustee or a committee appointed        
pursuant to section #aajb may commence  

an action to recover such claims1 except
 that if neither the trustee nor such   
committee commences an action to recover
 such claim by the first date set for   
the hearing on the confirmation of plan 
under section #aabi1 any party in       
interest may apply to the court for     
authority to recover such claim for the 
benefit of the estate4 ,the costs of    
recovery shall be borne by the estate4  
7e7 ,the court shall not award          
postpetition compensation under section 
#ejc7;c7 or otherwise to any person     
subject to subsection 7c7 of this       
section if there is a reasonable        
likelihood that such compensation is    
intended to reimburse or replace        
compensation recovered by the estate    
under this section4  4  7b7 ,technical  
and conforming amendment ,the table of  
sections for chapter #e of title #aa1   
,united ,states ,code1 is amended by    
inserting after the item relating to    
section #efb the following3  #efc4      
,recovery of executive compensation4  4 

#cjf4 ,preferential compensation        
transfer ,section #edg of title #aa1    
,united ,states ,code1 is amended by    
adding at the end the following3  7j7   
7#a7 ,the trustee may avoid a transfer--
 7,a7 made-- 7i7 to1 or for the benefit 
of1 an insider of the debtor 7including 
an obligation incurred for the benefit  
of an insider under an employment       
contract71 a senior executive officer of
 the debtor1 the #bj highest compensated
 employees of the debtor who are not    
insiders or senior executive officers1  
any department or division manager of   
the debtor1 or any consultant providing 
services to the debtor made in          
anticipation of bankruptcy2 or  7ii7 in 
anticipation of bankruptcy to a         
consultant who is formerly an insider   
and who is retained to provide services 
to an entity that becomes a debtor      
7including an obligation under a        
contract to provide services to such    
entity or to a debtor72 and  7,b7 made  
or incurred on or within #a year before 

the filing of the petition4  7#b7 ,no   
provision of subsection 7c7 shall       
constitute a defense against the        
recovery of a transfer described in     
paragraph 7#a74  7#c7 ,the trustee or a 
committee appointed pursuant to section 
#aajb may commence an action to recover 
a transfer described in paragraph 7#a71 
except that1 if neither the trustee nor 
such committee commences an action to   
recover the transfer by the time of the 
commencement of a hearing on the        
confirmation of a plan under section    
#aabi1 any party in interest may apply  
to the court for authority to recover   
the claims for the benefit of the       
estate4 ,the costs of recovery shall be 
borne by the estate4  4  ,,iv ,other    
,provisions  #dja4 ,union proof of claim
 ,section #eja7;a7 of title #aa1 ,united
 ,states ,code1 is amended by inserting 
1 including a labor organization1 after 
,a creditor4  #djb4 ,exception from     
automatic stay ,section #cfb7;b7 of     
title #aa1 ,united ,states ,code1 is    

amended-- 7#a7 in paragraph 7#bg71 by   
striking and at the end2  7#b7 in       
paragraph 7#bh71 by striking the period 
at the end and inserting 2 and2 and     
7#c7 by inserting after paragraph 7#bh7 
the following3  7#bi7 of the            
commencement or continuation of a       
grievance1 arbitration1 or similar      
dispute resolution proceeding           
established by a collective bargaining  
agreement that was or could have been   
commenced against the debtor before the 
filing of a case under this title1 or   
the payment or enforcement of an award  
or settlement under such proceeding4  4 
#djc4 ,effect on collective bargaining  
agreements under the ,railway ,labor    
,act ,section #ajc of title #aa1 ,united
 ,states ,code1 is amended by adding at 
the end the following3  7m7             
,notwithstanding sections #cfe1 #aaac1  
or #aaad1 neither the court nor the     
trustee may change the wages1 working   
conditions1 or retirement benefits of an
 employee or a retiree of the debtor    

established by a collective bargaining  
agreement that is subject to the        
,railway ,labor ,act 7#de ,u4,s4,c4 #aea
 et seq471 except in accordance with    
section #f of that ,act 7#de ,u4,s4,c4  
#aef74  4