CHAPTER 13

Friday, September 26, 2008

The run on Wachovia began Friday morning, September 26. The North Carolina bank had been struggling for months, but once the FDIC had seized WaMu the day before, traders began treating Wachovia as if it were next in line to fall. Overnight its credit default swaps soared, and loyal institutional and corporate customers fled, emptying transaction accounts. By day’s end, $5 billion would be gone and shares of the bank would fall by 27 percent, to $10.

The collapse of WaMu was awful, but Wachovia was another order of magnitude altogether. With branches all over the country, from California to the Carolinas and up through the Northeast, it was the fourth-largest bank in the U.S. by assets, and the third by domestic deposits. Wachovia had grown rapidly through acquisitions. One of those purchases had proven to be its undoing: Golden West Financial, a big California savings and loan stuffed with option adjustable-rate mortgages. Wachovia had bought the thrift in 2006 at the peak of the housing boom.

With Wachovia’s long-term customers pulling their money, we at Treasury knew it was only a matter of time before it failed. That was unthinkable; our financial system could not have withstood its demise. But I had decided to keep at a distance from any negotiations. My former colleague Bob Steel had left in July to steer Wachovia through this crisis, and he would be breaking the law if he talked to me or anyone at Treasury on behalf of his bank.

I had reviewed Wachovia’s plight with Tim Geithner early in the morning, and it was very much on my mind at my regularly scheduled Friday breakfast with Ben Bernanke at the Fed. We were optimistic that Wells Fargo or Citigroup would step up and buy Wachovia. If not, the regulators had the necessary powers to deal with a failing bank, although I was confident that everyone understood the necessity of avoiding such an outcome.

I was still mulling over the strange events of the previous day, and what they might mean for TARP. After the disastrous Cabinet Room meeting, I had wondered if we’d ever get lawmakers to agree. It was a good thing, as Obama had said when we spoke by phone late Thursday evening, that the public hadn’t seen the indecorous partisan brawling, or there would have been no confidence left in the market.

Yet some good had come from that difficult day. As Ben had told me the night before, “I don’t know what you said to McCain, but whatever it was, it’s working. He’s now saying all the right things.”

I had also seen the beginnings of a bipartisan spirit at work on Thursday evening in a crowded, closed-door negotiating session on the Hill. We’d gone there after the Cabinet Room debacle, determined to make progress. The meeting was surprisingly productive, and I had left mildly optimistic.

But with WaMu’s collapse and the run on Wachovia, it was clear that the markets weren’t going to pause to see how TARP made out before punishing their next victim. Banks had stopped lending to one another, and the money markets remained all but frozen.

John McCain called midmorning. He sounded upbeat though apologetic about the previous day’s fracas. “Boy, what a difficult meeting,” he said. “The reason I didn’t say anything at the end was because it’s pretty hard to say anything with Barney Frank screaming at you.”

McCain struck a positive note, saying that the House Republicans were willing to talk if some of their ideas—he stressed the insurance plan in particular—were considered. “We need to come up with some way to let them get something,” he said.

Still, McCain had put himself in a sticky spot. The first presidential debate was scheduled for that night, and the Obama campaign appeared to have outmaneuvered John. When he’d suspended his campaign on Wednesday, McCain had called for the debate to be postponed to focus on cutting a rescue package deal. Obama had refused, scoring points by questioning why someone who wanted to be president couldn’t manage to both negotiate a compromise and run a campaign. Shortly after we spoke, McCain’s team announced that he would fly down to Oxford, Mississippi, for the debate.

All day I worked the phones, talking with Senate and House leaders, trying to get some traction on the issues in dispute while a Treasury team entered into a negotiating and drafting session with staff from multiple congressional committees. Wachovia’s shares fell relentlessly while its credit default swaps more than doubled to 1,560 basis points. Morgan Stanley moved back into the danger zone: its CDS had soared past the 1,000-basis-point mark.

I caught only part of the first presidential debate that night, but I was pleased to see that neither Obama nor McCain tried to score political points at TARP’s expense. Maybe, I hoped, the polarized parties would be able to come together long enough to do what was needed to save the system.

Saturday, September 27, 2008

I had planned to return to Treasury early Saturday morning, but Kevin Fromer told me to stay home. “Rest up,” he said. “We’ve got to narrow the open issues down and get the agreements on paper.” He was certain that however rough it might still be, we had the makings of, as he said, “a piece of legislation.” His self-assurance rubbed off on me.

I was working in the sitting area of my bedroom when Nancy Pelosi phoned to raise a potentially contentious issue. The Speaker didn’t like the idea of taxpayers’ being on the hook for any part of this bailout, and she suggested taxing the financial industry so the government could get back any money it spent. This was the first I’d heard of this idea, but I could tell Nancy wasn’t trying to complicate the negotiations—clearly, she was having trouble with her caucus. But there was no way that the markets would accept her proposal. It would be like trying to save and punish someone at the same time. I told her I strongly disagreed with her idea but that I would work with her to find a solution. I hung up confident that we could do just that.

We were scheduled to work through the major open issues with congressional leaders that afternoon, but both the composition of the group and a free-for-all format spelled trouble. The key to legislation is getting the right people in the room. I wanted to keep it small and simple, and the Republicans agreed to send one representative from each chamber. But Senate Democrats were clamoring to be involved, and House Democrats also wanted their key players on hand. As the Banking Committee chair, Chris Dodd was the lead Senate negotiator. But Max Baucus wanted to weigh in on compensation; an increasingly assertive Chuck Schumer was taking the lead on TARP tranching; chairman of the Senate Budget Committee Kent Conrad was focused on oversight and insurance; and Rhode Island senator Jack Reed pushed the Democrats’ idea of taking equity warrants in companies that sold illiquid assets.

We arrived at the Dirksen Senate Office Building at about 2:00 p.m. and gathered in the vice president’s office for last-minute preparations before we headed up to Nancy Pelosi’s conference room and that same long table where, little more than a week before, Ben Bernanke, Chris Cox, and I had made our case for quick congressional action. Kevin Fromer, Neel Kashkari, Bob Hoyt, and I sat between Judd Gregg and Roy Blunt, the lead negotiators on the Republican side, facing House and Senate Democrats. Perhaps 30 staff members lined the walls.

Mitch McConnell had put Gregg in charge of Senate GOP negotiations when Richard Shelby elected to sit out the debate. It was a fortunate, and inspired, choice. Judd was a respected New Hampshire conservative who possessed one of the sharpest minds in the Senate, knew the issues cold, and was a superb negotiator; he commanded the respect of Senate Republicans. He understood that the system was endangered and wanted results. Roy Blunt had taken Spencer Bachus’s place at the table, and this, too, pleased me. The Missouri congressman was a careful listener with a smooth manner, who would do a good job of representing House Republicans. Like Gregg, he knew we needed to get something done.

Chris Dodd opened with remarks about the importance of bipartisanship. I began by noting the increasing length of the proposed legislation and made clear we would not accept a bill that couldn’t work. The three-page outline we had sent up to the Hill had turned into a 40-page bill under Dodd and Barney Frank the previous weekend. Now it was more than 100 pages.

“We want to adopt something that works, but there is resistance within our caucuses,” Barney said diplomatically. He represented House Democrats, along with Rahm Emanuel. Charlie Rangel also attended.

It didn’t take long for the meeting to start getting out of hand. There were frequent interruptions, and people seemed unwilling to negotiate. We began with a contentious issue: executive compensation. Baucus and Frank were the main proponents of the Democratic view, but everyone had an opinion. Some, like Baucus, wanted to limit tax deductibility on the executives’ pay. Others wanted to be able to claw back compensation that was awarded on the basis of inaccurate financial statements. Schumer led the attack on golden parachutes, those generous payouts often given to fired or retiring executives.

I wasn’t about to defend golden parachutes, but we needed a solution that worked. Our priority was to buy assets quickly from as many banks as possible. To help make that happen, we wanted clear, easy-to-execute rules that would encourage participation. So I pushed to exempt smaller institutions from the rules while resisting the more complex compensation formulations that might deter bigger banks or be difficult to execute. I thought our stand made sense: we had been tough so far, forcing the CEOs of Fannie Mae and Freddie Mac to leave without their golden parachutes. By contrast, the Democrats were understandably looking for something that they could trumpet to reduce the political backlash they saw coming.

Two nights before, Chris Dodd had run an orderly meeting, and we’d made real progress on many thorny issues. This meeting, however, was becoming increasingly loud and chaotic. Soon, perhaps in frustration at my stance—or just to be heard above the din—Baucus began yelling at me.

“Hank, you’re alone on executive comp. I’m not one to threaten, but you have to listen.”

We got word from outside the room that the press was already reporting on the scene inside. It was outrageous. Here I was dealing with a room full of Senate Democrats competing with one another to pound on me, while their staffers leaked to their press contacts, oblivious as to how that might affect the markets we were trying to save. We complained, and Rahm Emanuel acted quickly, confiscating the staff members’ BlackBerrys. It reminded me of the Old West, where everyone had to check their guns in at the saloon.

Rahm was looking for a solution, and he bluntly summed up the dilemma on executive compensation. “You need your market to work, and we need ours to work,” he said. “Golden parachutes are a problem.”

Rahm was right, as was Kent Conrad, who added, “We need something to go back and sell on executive comp.”

But there were too many competing voices to make progress. There was a similarly wide range of opinion on oversight matters, as well. Baucus wanted an inspector general specifically for TARP. Others wanted a congressional overseer; Conrad was pushing a Financial Stability Oversight Board, comprising me, Ben Bernanke, Chris Cox, Jim Lockhart, and HUD Secretary Steve Preston. We debated how closely this board would be involved in day-to-day activities. Everyone conceded that there were too many oversight bodies being proposed, but no one wanted to give up his favorite.

“We trust you,” Conrad assured me. “This isn’t aimed at you personally. We need more oversight.”

“I welcome it,” I responded. In fact, I thought strong oversight would protect TARP, and I was fine with Conrad’s idea of a board, although I pointed out that it ought to be consultative. If it got involved in micromanaging executive decisions, nothing would get done. “Let’s get oversight that works,” I said.

I wish now that I’d put my foot down and insisted on dropping one of those redundant oversight bodies, if only to save taxpayers money and make the program more workable. We would end up getting them all, and TARP was already under the eye of the Treasury’s existing inspector general’s office—not to mention the Government Accountability Office (GAO), Congress’s investigative arm, as well as numerous congressional committees.

In the middle of the meeting, House members had to leave to vote on a nuclear cooperation agreement between the U.S. and India. (It passed.) The senators, meanwhile, probed the specifics of the TARP plan, pressing on the $700 billion figure. How did we arrive at that number? I said it was the best estimate we could come up with, and the market would accept no less.

When the House members returned, we turned to the stickiest issue of the afternoon: the timing of the release of the TARP money. The Democrats were fairly certain Obama would win the election, and they didn’t want the Bush Treasury to be able to use all the money. They wanted to give us $250 billion or $300 billion and leave the new administration a say over the rest.

Chuck Schumer didn’t believe Congress would be willing to give the Bush administration $700 billion. I told him the markets needed to know the money was available, but he didn’t seem convinced. Treating our back-and-forth like a run-of-the-mill negotiation, he kept saying, “You probably won’t be able to use more than $100 billion.” I was trying hard to communicate with this group, and they with me, but we couldn’t seem to break through to one another, and tensions were rising.

I asked what would happen if we urgently needed more funds and didn’t have time to go back to Congress to ask for them. Barney quipped, “Then you’ll go back to Uncle Ben.” His one-liner broke the tension and gave us all a much-needed laugh.

Then Schumer said: “If you need more than $350 billion before January 20, you’ll use the Fed or call us back and ask for more.”

“You’re raising a congressional concern, but we need to protect the American people from financial disaster,” I said. “Geithner, Bernanke, and Warren Buffett will say your way won’t work.”

“You keep asserting that, but I don’t hear persuasive reasons. Explain to us why,” Max Baucus said.

I described again the terrible state of the markets. It was clear to me that we would need at least as much money as we were asking for and that it was crucial we send an unambiguous signal to the markets that the funds would be available unimpeded by any political concerns.

After a couple of hours, we broke for dinner, without having made progress on a single issue. Dodd wanted to return to this bargaining format later, but once away, I didn’t want to go back. In truth, the meeting seemed like a setup: these weren’t negotiations, they were just arguments. We were getting nowhere on the release of TARP money, and I felt that we were getting beaten up by a leaderless group of posturing Democratic senators. The fact that they had suggested that this same group should reconvene later meant to me that they either didn’t want, or didn’t know how, to reach a deal. We needed to break the logjam.

We adjourned to John Boehner’s conference room. I called Pelosi, Obama, and Reid, who was out of the building. There were just too many cooks in the kitchen, I said. The compensation proposals were unreasonable, and I believed they would backfire. I told Obama that his guys were blowing the negotiations, seemingly trying to one-up each other. He told me he would talk with Chris Dodd, then called me back about 45 minutes later to tell me that Dodd was optimistic that there had been progress.

A few days earlier, Obama had said to me, in one of our frequent calls, “Hank, I intend to be president, and I don’t want to preside over an economic wasteland. So let me know if we ever get to the point that I need to step in.” With TARP—and the safety of the financial system—on the line, I believed we had reached that point and I told him so. “These negotiations are a disaster,” I said. “The Senate Democrats aren’t taking them seriously. They don’t seem to understand the gravity of the situation.” I learned later that Obama called Harry Reid, who joined the negotiations later that evening.

My team and I decided to approach Barney Frank, who understood how important it was for TARP to be approved and that we would need GOP votes to get it done. Dan Meyer and Kevin Fromer found him on the third floor having dinner with his partner, Jim Ready, and asked him to meet with us.

Barney said he thought the two sides had been making progress, but when Dan and Kevin explained our view that it would be counterproductive to restart the previous meeting, he agreed to come to Boehner’s office to meet with me.

The discussion with Barney was much more productive than the afternoon session. With Keith Hennessey and Judd Gregg, we tackled the issue of tranching and quickly reached a breakthrough on the release of funds. Congress would release an initial $250 billion that could be increased to $350 billion if the president certified to Congress that it was necessary. To release the remaining $350 billion, Treasury would have to submit a report to Congress with details of its plans for the money. If Congress did nothing, the money would be released automatically after 15 days. To withhold the funds, Congress would have to pass legislation denying the release, then override a presidential veto.

Building on that success, we decided to try a new strategy for the night. We would separate the Democrats, treat each like a king, and hammer away in private on individual issues. We began a night of shuttle diplomacy. Negotiators crisscrossed the elegant marble expanse of the Capitol’s National Statuary Hall, once the meeting place of the House, to reach Boehner’s personal office, where we had set up our base.

While we were on Capitol Hill negotiating, FDIC and Fed officials were scrambling, as they had been all day, to find a buyer for Wachovia. The big bank was going down, and as I said to Judd Gregg during a break in the talks: “We’re doing this, but I can’t help thinking about Wachovia.” I knew that Wells Fargo and Citi had emerged as leading contenders for the North Carolina bank. Just before 8:00 p.m., I spoke to Sheila Bair to find out what was happening. She was optimistic, but nothing was going to be announced that day. Like Tim Geithner, she thought Wells Fargo was the most likely buyer.

Rahm Emanuel, playing a hugely constructive role, rushed back and forth between Pelosi and us on the industry tax issue, which we knew would defeat the point of our intervention. Charging the industry for the cost to the government of buying bad assets would only saddle banks with the very losses we knew they couldn’t bear. Rahm obviously didn’t like the idea, either. But when he tried to reach a compromise with us, a Pelosi staff member said no. At one point Rahm thought we were going to have to give in, and he tried to go around me to Josh Bolten, who told him the White House wouldn’t undercut me. We held firm.

At times, it felt like a three-ring circus that night, as senators, representatives, and staffers ducked in and out of meetings to hash out their differences. Some crowded into the narrow corridors outside of Boehner’s or Pelosi’s offices. As it got later, Boehner’s office all but turned into a pizza parlor. Just about everyone seemed to be eating a slice: plain, pepperoni, sausage, anchovy. I had never seen so many greasy cardboard boxes in my life.

Though tired, members and their staffs drove themselves hard. Clever retooling of language helped us bridge the gap between Democrats and Republicans on the proposed plan to insure bad assets. That was no easy matter. Kent Conrad had earlier called it “the worst idea ever.” But Barney Frank opened the door to a compromise by saying, “If a plan is acceptable to the secretary, the House Democrats will support it.”

We got to work on it. House Republicans wanted to be for something other than our approach. They insisted that we not only include the authority for insurance in the bill, but that we put an actual plan in place. But Conrad threatened to kill TARP if it included a workable insurance program, which he feared would saddle the government with huge unknown liabilities. Republicans wanted the law to require us to implement an insurance program.

We didn’t think the insurance idea was terrible, per se. It had just not been thought through. House Republicans asked us to draft the language, and Neel Kashkari explained to their staff the different ways you could price and score the insurance: you could limit it to $700 billion worth of assets, less premiums received, or you could limit it to $700 billion worth of premiums, which would be a very powerful program capable of insuring trillions of dollars in assets. Republicans chose to limit it to covering $700 billion in assets, aiming to protect the taxpayers through the premiums collected on the insurance.

Our compromise was to word the bill to require Treasury to set the insurance premium at a level that would ensure that “taxpayers are fully protected.” In other words, we would have to price the insurance at such an expensive rate that no one would use it. I explained how this language would work to Conrad and he was comfortable with it.

Harry Reid, responding to my earlier calls to him and to Obama about the lack of progress, had returned to the Capitol later that evening and spent time alone with Nancy Pelosi. Shortly after 11:00 p.m. the principal negotiators reconvened in the Speaker’s office, having worked out our major differences, with two exceptions. One was Nancy’s industry tax; the other was executive compensation. It was late and everyone was tired, but Nancy pushed us all to compromise.

“We can’t leave here,” she said. “The American people expect a deal. The markets expect a deal.”

Judd Gregg stayed to work on the tax with Nancy, Rahm, and Barney Frank, and the trio of Democrats agreed to his idea of making the language open-ended: if after five years of TARP taxpayers ended up behind, then the president at that time could propose that Congress enact a tax to have the industry pay for any losses generated by the program. We knew this would not unsettle the markets, which would see the provision as toothless.

Neel Kashkari and I met with Schumer, Dodd, and Baucus in Nancy’s conference room to find a solution for the impasse over executive pay. Schumer had been pushing to force banks to retroactively cancel all their golden parachute contracts. We said that was practically impossible. Finally, Schumer suggested, “What about no ‘new’ golden parachutes?” We hadn’t thought of that option, and we all took a break to discuss it.

Exhausted, I went back to the small office I was using and had a bout of the dry heaves in front of Judd Gregg. I wasn’t that sick, but I made a lot of noise, which seemed to galvanize Rahm Emanuel.

“We need to get everyone back together again and get this thing done,” he said.

Harry Reid came in and asked if I needed a doctor. I said no, I was just tired. It was around midnight, and I was sitting down and talking with Neel and Kevin Fromer when Schumer, Baucus, and Dodd entered the office. We agreed to Baucus’s provision to cap tax deductions on executive pay above $500,000 and to ban new golden parachutes for executives of failed companies. We took care to specify that firms needing special assistance should have tougher compensation restrictions than firms that were simply participating in TARP-related sales of assets. Neel grabbed a sheet of Nancy’s letterhead stationery, wrote out the basics of our agreement, and later made copies for everyone.

Finally, we had the framework of a deal: workable language on tranching; compensation restrictions for the executives of companies participating in TARP; multiple levels of oversight that nonetheless allowed us flexibility to act effectively; a provision for the government to receive warrants that could be converted into the stocks of participating companies; and a vague nod at recoupment through a potential industry tax. The language would be finalized that night, and the House would vote on the bill on Monday.

In a celebratory mood, Pelosi, Reid, Dodd, Frank, Schumer, and I walked together to Statuary Hall to announce the deal. As we approached a bank of microphones set up amid the marble images of famous Americans, Schumer put his arm around me, and I put my arm around him. Although I took this as a sign of camaraderie, he later told the press that he had had to steady me. I must have looked very tired.

I was pleased with our progress, but while I felt some relief, I knew that as yet nothing was finished. We still had to design the program, hire people, implement it, and do all of this in time to help the market. But things seemed better than they had in weeks. TARP was moving along, and Wachovia looked like it would soon be in new, safer hands.

Perhaps I should have foreseen the problems ahead, but for a moment that night, as I fell asleep, I just felt good.

Sunday, September 28, 2008

When I rose a few hours later, I learned that Wells Fargo chairman Dick Kovacevich had spoken that morning over breakfast with Bob Steel and wanted to buy Wachovia outright. Wells appeared to be willing to pay a price above the market, which surprised me, considering the dire circumstances surrounding Wachovia. I was hopeful a deal could be reached by the end of the day. Wells was a rare exception in an industry littered with struggling banks. Although Wells had taken losses on credit cards and mortgages, it had maintained high lending standards when its competitors relaxed theirs. As a result, it was in a relatively strong position.

Meanwhile, up on the Hill, Kevin Fromer, Bob Hoyt, and Neel Kashkari were working against the clock to negotiate the many remaining details and turn them into legislative text. Getting the language just right was our most important task.

On Sunday evening I asked Ben Bernanke to make calls to help me drum up support for TARP from the House Republicans. I thought they were getting tired of hearing my voice—and of hearing the Democrats praise me. People had told me that Ben and the president might be more effective. The president gladly pitched in, but the exercise would prove very discouraging to him, because most of those he called ended up voting no. Ben had much the same experience with his list.

That night I briefed the president and Josh Bolten on Wachovia. I told them that I was cautiously optimistic that Wells would buy Wachovia, but noted that without a buyer, the bank would fail unless it received government support. The weakened market needed us to stand behind our major institutions.

I explained that for the first time in U.S. history, the government might have to invoke the imminent danger of systemic risk to bail out a bank. By law the FDIC could provide financial assistance to failing banks and thrifts as long as whatever method it used—a loan, say, or a cash contribution—cost less than outright liquidation. Congress had wanted to make sure that shareholders of these troubled institutions did not benefit from taxpayer money, and the FDIC Improvement Act of 1991 allowed only one way around the “least cost” requirement: if the FDIC believed that the institution’s failure would seriously hurt the economy or financial stability, it could invoke the “systemic risk” exception. Doing so required the approval of the Treasury secretary (after consultation with the president), two-thirds of the Federal Reserve Board, and two-thirds of the FDIC’s board of directors. Congress intended the exception to be used only in the most dire of circumstances, and it had never been invoked before.

Wachovia, however, was so large, and the system so fragile, that I knew the time had come, and I made this very clear. Josh replied that the administration was not afraid to make big decisions.

Before I went to bed, I had instructed my Treasury team to call me about a Wachovia deal regardless of the hour. I fell asleep without receiving news and awoke in the middle of the night, worried because I still hadn’t heard anything. I spoke to my team the next morning, and what they told me took my breath away.

I had assumed Wells Fargo would be the buyer, but on Sunday it decided not to make an offer. Early that evening the government concluded it should invoke the systemic risk exception. Because I wasn’t at Treasury, it fell to David Nason to get the president’s approval to take this action for Wachovia, and at 11:00 p.m. David called Josh Bolten to do so.

The FDIC told Wachovia it was going to use its powers to provide open bank assistance and invited proposals from Citigroup and Wells. As it turned out, everyone was up all night as Sheila Bair went back and forth trying to get the Federal Reserve or Treasury to bear the risk of any losses resulting from any government assistance. Treasury staff carefully questioned the FDIC’s assumptions in a series of conference calls. Wells finally came back in the wee hours with a very unattractive offer. By 4:00 a.m. FDIC staff concluded they expected no loss to the government under Citi’s proposal. That ended the debate on loss sharing between government entities, and Sheila agreed to accept Citi’s offer.

Monday, September 29, 2008

Early Monday morning, September 29, the FDIC announced that Citigroup would acquire Wachovia. All depositors would be protected. But unlike with the WaMu failure, all creditors would also be protected, a hugely important step that signaled to the markets the government’s willingness to support our systemically important banks.

Under the terms of its complicated offer, Citi would pay $2.16 billion in stock and assume $53 billion of Wachovia’s senior and subordinated debt. Wachovia would be split up, with its money management and stock brokerage arms left to shareholders in a stub company still called Wachovia. Citi would acquire the commercial and retail banking businesses and agree to absorb up to $42 billion in losses from Wachovia’s $312 billion pool of loans. The FDIC would guarantee any remaining losses. In exchange, the FDIC would get $12 billion in Citigroup preferred stock and warrants, giving it a way to potentially recoup money for its fund.

Although the FDIC emphasized in a statement that Wachovia had not failed, the truth was that without intervention the big bank certainly would have collapsed. Many in Congress, however, didn’t understand how precarious the situation was. All weekend as we had negotiated the fine points of TARP on the Hill, I had warned that another huge bank was about to go down. Now, even as we struggled to get $700 billion for the entire financial system, the FDIC had guaranteed nearly $300 billion worth of assets for one bank and no one had blinked an eye. We said, “It’s urgent we get TARP—look at Wachovia,” and they said, “Wachovia was just acquired.” They didn’t seem to get it.

The news that poured out of the Markets Room on Monday about Europe’s hard-pressed institutions proved unrelentingly bad. The U.K. seized lender Bradford & Bingley and sold most of it to Banco Santander, while giant Hypo Real Estate, Germany’s number two commercial real estate lender, received a 35 billion-euro ($50 billion) guarantee from the government and a group of private banks. These actions followed Sunday’s 11.2 billion-euro ($16.3 billion) bailout of the Belgian financial services firm Fortis by the governments of Belgium, Luxembourg, and the Netherlands.

European stocks dove, while credit markets deteriorated further. LIBOR-OIS spreads climbed to record levels. Banks continued to be afraid to deal with one another—a sure sign of panic.

Throughout the morning, I spoke with members of Congress who voiced their support for TARP while raising their own specific concerns. Maxine Waters, the Democratic congresswoman from California, called to push for minority hiring and to get reassurance that we would do something about foreclosures. I told her we would. “That’s good,” she replied, “because I’m going to vote for it. And if you don’t come through, my ass is grass.”

Despite the positive calls, I was getting reports that the bill wouldn’t pass. House Minority Whip Roy Blunt warned me that he didn’t have enough Republicans on board. Minutes before the vote started, Josh Bolten and Joel Kaplan told me that they weren’t optimistic, either. We could only hope for the best.

When the voting began, I was shut in my office with Michele Davis and on the phone with Russian finance minister Alexei Kudrin. It was an odd time for a call, but Russia was an important investor in U.S. and GSE debt, and I knew I needed to assuage Kudrin’s fears. He said he was starting to see signs that the banking crisis was spreading to Russia from Europe, and I could tell that his problems were much bigger than he was letting on. He was concerned about Friday’s run on Wachovia and our rescue of the bank, and wanted to know more about TARP. He wasn’t alone. Earlier I had spoken with Jean-Claude Trichet at the European Central Bank, and Saudi Arabian finance minister Ibrahim al-Assaf. Everyone hoped Congress would pass TARP to restore confidence. When I got off the phone, Michele started to prepare me for a postgame victory lap with the press.

“When this is done,” she said, “you’re going to need to walk out there and give a clear-eyed statement where you thank Congress for giving you this. You are going to need to emphasize that this isn’t just about buying illiquid assets. This is about market confidence. Don’t talk about mechanics.”

I nodded. My key advisers came in and out of the office as the total of negative votes kept rising. Michele and Jim Wilkinson assured me that the nays usually went first, while the yeas held back. But the roll was called quickly, and well before 2:00 p.m. the nays had passed the 218 total that meant defeat. Michele told me not to worry: “The whips will get people to reverse themselves.”

As the voting went on, Obama called to say, bluntly: “Hank, you’re going down. Your guys aren’t doing it. Your Republicans aren’t doing what they’re supposed to do.”

I had never heard him sound so partisan.

“We need more Democrats,” I said.

“From what I hear, there are only a few more. Even if I give you six or seven, it won’t be enough.”

It surprised me to hear Obama, normally calm and cool, sounding as agitated as I felt at that moment.

Next, I spoke with McCain, who said, “I’m doing everything I know how.”

In the end, of course, TARP was voted down, by a margin of 228–205. Pelosi phoned to deliver the bad news, blaming the defeat on the Republicans, who didn’t want to approve anything that looked like a bailout. Two-thirds of them had voted against TARP, compared with 40 percent of the Democrats. Republican leaders, including Boehner, blamed Pelosi for driving away GOP votes with a floor speech that had denounced the Bush administration’s “right-wing ideology of anything goes.” There was plenty of blame to go around, and neither side, unfortunately, fully understood the consequences of failure.

The camera crews waiting in the Media Room to conduct interviews with me were sent away. Instead, accompanied by Michele Davis and Jim Wilkinson, I walked over to the White House for a meeting with the president, the vice president, and key advisers. On the way, I called Roy Blunt to thank him for everything he had done. He was disappointed but said he wasn’t going to give up; he was confident we could eventually get the votes. So was I, but nonetheless, it was a devastating defeat.

“Isn’t there something we can do without this?” Vice President Cheney asked. Though a free-market advocate and highly skeptical of government intervention, he had understood from day one how essential our actions were. He was not content to sit back and watch the economic devastation that might result from congressional inaction. “Doesn’t the Fed have some power? Don’t we have some power?”

“No, we don’t,” I said.

“We’ll figure out how to get it,” the president said.

Josh Bolten took me aside and reassured me once more: “We’ll get this done.”

Before I returned to my office, I stepped out onto the White House lawn and spoke to the press. For once, I was less concerned about reassuring the markets than about delivering a strong message to Congress. “We’ve got much work to do,” I said. “This is much too important to simply let fail.”

My stomach sank when I returned to my office and looked at the Bloomberg terminal behind my desk. Stocks had begun the trading session down sharply, then gone into free fall as the vote mounted against TARP. The Dow had posted its largest one-day point decline ever, almost 778 points, or 7 percent, while the S&P 500 suffered an 8.8 percent drop, for its worst day since the October 1987 crash. Overall, more than $1 trillion in stock market value was wiped out—a jarring one-day record.

Though I often focused on what many people might consider the esoteric aspects of finance—commercial paper funding, credit default swap rates, or the triparty repo market—I cared deeply about the loss of value in the equity markets. It meant so much to the average citizens—to their retirement security and to their sense of confidence.

Credit market functions are crucial but somewhat abstract to most Americans. How often does anyone hear about LIBOR-OIS spreads on the evening news? But if credit stopped flowing, businesses would shut down across America and many, many jobs would be lost. It’s like clogging the arteries of a human body. Soon critical functions become impaired, and then, with a heart attack, they cease suddenly.

That afternoon and evening, I talked with a number of people whose positive attitudes helped to buck me up. Lindsey Graham was particularly inspiring. “Hank,” he said, “you have both presidential candidates supporting you in an election year. You have the support of the leadership in Congress. All you need is 13 more votes in the House. You need to project confidence publicly and privately.”

That night I spoke again to Josh Bolten, who was already thinking of new approaches. “Hank, you’ve done what you can do,” he told me. “Give me the ball for a few days, and let’s see if we can corral the votes.”

Tuesday, September 30, 2008

September 30 marked the Jewish holiday of Rosh Hashanah and the markets were open, but Congress was not in session. I woke up early and went to the gym for the first time since the day after Lehman fell. I felt out of shape, and as I attempted to follow my routine I tried hard not to dwell on the House defeat.

The markets were in great distress Tuesday. Overnight, LIBOR had jumped to 6.8 percent, more than double the week before and the highest level in years. The crisis was spreading rapidly through Europe. That morning the French-Belgian bank Dexia had become the fifth big European financial institution to succumb to a bailout or nationalization in the past two days. Governments around the world, from France to India and South Korea, were taking action to stabilize, and in some cases to prop up, their weakened financial institutions. Ireland said it would guarantee payments on as much as 400 billion euros ($574 billion) in bank debt. The figure guaranteed nearly the entire Irish banking system and amounted to twice the country’s gross domestic product.

Almost every hour I got an update from Josh Bolten or Joel Kaplan about TARP’s progress. They were feeling optimistic again. Rahm Emanuel had helped concoct a strategy with Harry Reid to push the legislation through the Senate first. Senate Republicans were more secure in their seats than their House counterparts and more sympathetic. Prepared to move boldly and quickly, Reid said he could schedule the vote as soon as the next day.

There were two options for getting TARP through the House on a second try. One was to assume that the Republicans would never sufficiently support the legislation and therefore try to win over as many Democratic votes as possible. And one way to get those votes might be to offer a second stimulus spending plan, as Pelosi had once suggested. But doing that would drive away the Senate Republicans.

A second option was to try to gain broader support and attract Republicans by combining TARP with energy-related tax credits that were set to expire and a patch on the Alternative Minimum Tax, the unpopular levy that perennially had to be adjusted to protect the middle class from a tax increase. Other sweeteners included raising FDIC deposit insurance limits and addressing mark-to-market accounting in some way.

The leadership chose the second route and included these provisions. But, as Josh Bolten pointed out, one big reason some Republicans were proving more receptive was that they had gone home to find their constituents upset that TARP’s failure had wiped out 10 percent of their retirement accounts—and they were blaming Congress for it. As a result, Monday’s stock slide meant a lot more cooperation.

During this difficult time, Ben Bernanke told me that he thought that solving the crisis would demand more than the illiquid asset purchases we had asked for. In his view, we would have to inject equity capital into financial institutions. Dan Jester and Jeremiah Norton came to see me and made the same point. I agreed that they were probably right, but we had no plan in place, and the concept made me uncomfortable, even though we had been careful to make sure that TARP’s language allowed it as an option. I was philosophically opposed to any action that might smack of nationalization—government interventions always come with some undesirable influence or control—and I also knew that we would sabotage our efforts with Congress if we raised our hands midstream and said we might need to inject equity. I believed that illiquid asset purchases would be the biggest part of whatever we did, and told Ben this.

Still, I had also talked with a number of investors I trusted, and they all told me the same thing: the system’s problems were too big and immediate to be fixed by anything other than capital injections. I asked Dan, Jeremiah, and David Nason to give this some thought.

We had a meeting Tuesday morning and then a conference call to discuss raising the FDIC cap on insured deposits from $100,000 to $250,000 per account as part of the TARP sweeteners. We turned to another key issue—guaranteeing all bank transactional accounts—and picked it up again that afternoon in a conference call with Ben Bernanke, Tim Geithner, Kevin Warsh, Joel Kaplan, and David Nason.

This idea was being pushed by Larry Lindsey, a former economic adviser to the president and onetime Fed governor. To pay their bills, companies routinely kept sums of cash in their checking accounts that far exceeded the $100,000 FDIC insurance limit. That left them prone to pulling their money at the first sign of danger and, as with Wachovia, thereby fueling bank runs. We discussed the idea of unlimited guarantees to stabilize these accounts, but we worried that in the midst of a panic, foreign depositors would move their money to the U.S. to take advantage of this new protection, sparking retaliatory actions by other countries and weakening the global financial system.

None of us liked Lindsey’s idea, and Tim, in particular, was concerned. He rightly noted that it could lead to all kinds of distortions. No one wanted to incite a harmful round of global “beggar thy neighbor” policies.

Despite such concerns, the idea of government guarantees to stabilize the banks was appealing: just announcing, as we had ten days before, that we would guarantee money funds had calmed that critical corner of the market.

“What you really need is for the president to get the authority to guarantee any liabilities for financial institutions,” Tim said. He was probably right about this bold idea, but those of us dealing with Congress knew it would be impossible to get it approved. We were having enough difficulty winning temporary authority to invest in assets.

Later Tuesday afternoon, during another conference call, Sheila Bair weighed in. The FDIC chair also worried about the destabilizing impact of big transaction accounts’ leaving banks—after all, that was exactly what had happened to Wachovia—and she, too, strongly supported the idea of an unlimited transaction account guarantee.

Before the Senate took up TARP the next morning, the administration pressed for and received an increase in deposit insurance to $250,000.

Wednesday, October 1, 2008

On Wednesday, I joined Ben for his monthly lunch with the president. There was no agenda, and we spent much of the meeting talking about TARP’s legislative prospects and the fragile markets. I always told President Bush what was on my mind, and that day I said that even though Congress had not yet approved the asset-buying plan, Ben and I were beginning to think we might also need a program that would let us take direct equity stakes in financial institutions.

“You’re still going ahead with your illiquid asset purchase plan?” the president asked.

“Of course,” I said, adding, though, that we might have to move more quickly to stabilize the financial system.

President Bush knew that we weren’t exaggerating. Since September 18, when we had first presented our plan to buy toxic assets to him, the markets had deteriorated badly—far worse, and on a far wider scale, than any of us could have imagined.

Harry Reid pulled out all the stops in the Senate to get TARP approved on Wednesday night, October 1. Emphasizing the gravity of the occasion, he required all senators to vote while in their seats, and the bill, which was sweetened with tax extenders, energy provisions, and a mental health parity bill, passed by a solid bipartisan margin of 74 to 25.

With Senate approval, TARP’s success now depended once again on the House, where Barney Frank was working hard to push things along. To win Democratic votes, he pressed us to do something about homeowner relief. We were committed to foreclosure mitigation and pointed out that to the extent we bought illiquid assets we’d have more leverage in working with banks to that end. But I declined to give Barney a letter he requested explaining our position that he could use to reassure his caucus. There wasn’t much I could say in writing that I hadn’t said all along, and I was concerned a letter would annoy House Republicans, who opposed foreclosure mitigation, and end up costing us more votes than we gained.

Thursday, October 2–Friday, October 3, 2008

Even as we pushed to gain House support, we got hit with a surprise when the Wachovia deal with Citi was suddenly thrown into doubt. I had heard from Ken Wilson that Wells might enter the picture again, and I had given Sheila and others a heads-up. Then on Thursday afternoon, while I was running on the treadmill at the gym, Ken phoned to tell me it was definite: Wells had called to say it was going to make a new offer for Wachovia. Wells had determined it would reap significant tax benefits from the deal.

“They’re coming in,” he said.

“Ken, first of all, they shouldn’t be coming to us, they should go to the Fed. I don’t want them calling me directly. Second, they jacked around with us before. They missed their chance. This deal has already been announced.”

“I’m just telling you that Wells Fargo is coming in, and as I understand it, they don’t want any government money,” Ken said. The bank was prepared to make a firm offer without any contingencies.

I stopped my workout and went to a small office in the gym. I quickly called Kevin Warsh, Tim Geithner, and Joel Kaplan to alert them to what had suddenly become an extraordinarily complex situation. Tim was furious. He believed that if the Wells proposal was accepted and the Citi agreement scrapped, it would undermine confidence in the government’s ability to make deals and would potentially destabilize Citi. These were real concerns. I knew Citi had problems of its own. However, the Wells offer was better for taxpayers—it required no public money.

Later, back in the office, I spoke again with Kevin Warsh and said, “I’ve got to tell Sheila.”

She hadn’t yet heard the official news. I knew she would take the new offer seriously and do what she had to do, placing a high priority on reducing the cost to the government. But I reminded her that she needed to be careful: the Wachovia-Citi deal had already been announced, and Wells had walked once before. She thanked me, and the next thing I heard, Wachovia had a new deal—with Wells.

Later I met with Neel Kashkari, Jim Wilkinson, and Joel Kaplan to tell them that in anticipation of TARP’s passing the next day, I was going to name Neel interim assistant Treasury secretary, in charge of running the new program. Though I was concerned that he might be perceived as just a junior Goldman Sachs banker who had come to Washington to work with me, naming him was an easy decision. Neel was well suited for the job: he was tough and brave, and knew how to get things done quickly.

On Thursday night, Wells Fargo made a bold offer of $15.4 billion that Wachovia’s board accepted. Wells Fargo planned to keep Wachovia intact, and though it estimated that it would take lifetime losses of $74 billion on Wachovia’s loan portfolio, it would seek no government assistance. To seal the deal, Wachovia issued Wells Fargo preferred stock worth 39.9 percent of its voting power.

The next morning, Citi responded with a statement saying that the transaction breached an exclusivity agreement Wachovia had signed the previous Sunday. Citi threatened to sue, but there was little that the Fed or the FDIC could do, as this was a private takeover and taxpayers were not at risk.

I had been exchanging calls with Tim, Sheila, and Kevin Warsh on the Wachovia situation when Nancy Pelosi called to say that although it had been a long fight, the prospect of TARP’s passing the House on Friday looked good.

The Speaker was right. At 1:22 p.m. on a sunny autumn afternoon, the House passed the Emergency Economic Stabilization Act of 2008 by a margin of 263 to 171, with 91 Republicans voting for the legislation. The yes votes included 32 more Democrats and 26 more Republicans than the first vote had.

Indeed, it was remarkable that in the closing days of its session, one month away from a hotly contested national election, a Democratic-controlled Congress had responded so quickly to the pleas of an outgoing, and unpopular, administration for a combination of spending authorities and emergency powers that were unprecedented in their scope and flexibility.

For the rest of the day, I took a host of congratulatory calls, but they all came with the same warning: move fast. French finance minister Christine Lagarde jarred me when she emphasized how shaky the European markets were. Europe’s banking problems had been building day by day. Ireland’s decision earlier in the week to guarantee bank deposits had caused money to flee the U.K. for safer Irish accounts; on Friday, Britain was forced to raise the limit on its own deposit insurance. French president Nicolas Sarkozy was convening an emergency minisummit in Paris the next day to deal with the financial crisis.

There was no time to savor our legislative victory. At home TARP’s passage failed to console the market: the Dow dropped 157 points, for a total of 818 points lost over the week.

Late on Friday, as I sat in my office, I told Michele Davis, “To put it mildly, I don’t feel ecstatic.” If anything, I believed we were still almost as vulnerable as when we first submitted TARP. The markets, after all, were much worse.

Acting on Michele’s advice, I emphasized in my public comments that it would take time to put a comprehensive plan together and that we would still need to use the combined powers of all the regulators.

I needed time to think in a quiet setting, so Wendy and I had decided to get away for the weekend—my first respite in weeks. Before I left Treasury, I asked Neel to figure out how soon we could begin to buy the banks’ toxic assets. And I made sure to tell Dan Jester and the rest of the team: “Figure out a way we can put equity in these companies.”