4.

5.

1)

Direct investment regulation

11) HR-20 ("improper incident" legislation designed to
permit the FHLBB to proscribe any investment activity it
considers an improper incident to the business of a
savings and loan)

iii) Deposit reform legislative proposals

1v) FHLBB leadership and general policy.

Handling of various personnel matters - ACC/Phoenix - ACC/Denver -
and Lincoln, including EEOC reporting requirements and affirmative
action requirements, maternity leave issues, discharge issues,
alleged discrimination matters and terminations including:
Westhaver, Perales, Mulhern, Helton, Pace, Stanberry, Kopp, Staff,
Wise, Godwin, Lukousky,
Conroy, Elliott, Dugan, Hutchison, Jones,
Lucas, Kerrigan, Monte, Bever, Mando, Keating, Duchen, and Bever.

1)

Aviation

Negotiation of BAC Retrofit Agreement, deposit agreement
and termination clause

11) Common carrier research regarding possibility of
chartering corporate aircraft

111) Helicopter purchase contract.

Successful termination of Lincoln pension plan including:

1)

Obtained approvals from the Pension Benefit Guarantee
Corporation.

11) Obtained approvals from the Internal Revenue Service

Sale of Provident Travel - obtained regulatory approval on an expedited basis.

f.

8.

h.

Various homeowner complaints including:

Transfer of Denver legal department to Phoenix

1)

11)

Hannon's settlement regarding lot reservation
dispute

Saratoga Square - threatened homeowner litigation
regarding sale of lots to General Homes

111) Canyon View settlement (Phoenix Expansive Soil Problem)

Jeff Kniffen - Financial Corporation of America Project
Sale of Scottsdale Ranch property to Richmond American
(assisted with settlement of homeowners dispute)
California Commissioner of Savings and Loan vacancy
California direct investment regulation

Sale of Lincoln insurance entities

Negotiated favorable settlement of Wyoming Use Tax issue
Sale of retail division of American Continental Mortgage
Company facilitation of Arizona mortgage license transfer
to Continental Homes on an expedited basis.

Attached hereto is a Review of Legal Activity for the year
1985. There is an index on the following page giving the
specific topic groupings. This is a concise summary of the
type and volume of work performed by the in-house lawyers.

There are certain matters such as the ESOP Loan, the AFL
Acquisition, Crowder Ranch Acquisition, Crown-Zellerbach
Partnership, LINFIN Debt, GAI-Denver Agreement, Gulf
Broadcast Settlement, Saudi European Unsecured Loan, Crocker
Nomination, Direct Investment Delay, Alleghney Beverage Loan,
the Structured Financing for Services Corporations, and Sale
of Old Lincoln Joint Ventures, etc., which are not described
in detail, but due to the fact they involved input beyond
legal work per se I thought they deserved mention. (I am
well aware that other individuals, outside the legal
department, are as responsible, if not more so, for these
pertinent matters, however I am just making an observation.)

Also attached hereto is a compensation schedule with
recommended increase. I would be glad to discuss this
further.

9

C.

d.

e.

Handle various personnel matters including EEO/Affirmative Action reporting; maternity leave, discharge, discrimination and termination issues.

General legal oversight, including leasing and development
for syndications 1.e. apartment complexes, office
buildings, shopping centers and an office park complex
site.

Lease of Sikorsky S-764;

Acquisition of Sikorsky S-76A.

Termination of Lincoln pension plan including securing appropriate approvals from the Pension Benefit Guarantee Corporation and Internal Revenue Service.

Negotiation and sale of "Old" Lincoln partnership projects
and/or joint ventures.

Servicing problems regarding "Old" Lincoln Commercial Loan
Matters.

GOVERNMENTAL AFFAIRS/TRADE ASSOCIATION

1.

Significant contacts have been continued within the following to assure protection of our specific interests in these areas:

House Banking Committee

Senate Banking Committee

National Association of State Savings & Loan Supervisors
National Council of Savings Institutions

Committee on Government Relations

Committee on Legislative and Regulatory Affairs

U.S. League of Savings Institutions

Committee on Government Affairs

Committee on Regulation and Legislation

California League of Savings Institutions

Attorneys Committee

2. Memberships and activities in national organizations representing thrift industry:

a.

b.

C.

Membership on Board of Directors of the National Council
of Savings Institutions

Membership on Board of Directors of the National
Association of State Savings and Loan Supervisors
Active in (1) American Bankers Association; (2) the
National Association of Thrift Holding Companies; (3) the

3.

d.

Arizona League of Savings Institutions; and (4) The
American Bar Association's Committee on Financial
Institutions

Lobbying efforts have created relationships with, and
endorsements by, the National Council of State Legislators
and the National Conference of Governors.

Activity Relating Specifically to the Federal Home Loan Bank Board's Direct Investment Regulation includes:

a.

b.

c.

d.

e.

f.

8.

h.

1.

j.

k.

Introduction through Congressman Annunzio's staff of
H.Con. Res. 34 January 21, 1985 (the anti-direct
investment regulation resolution)

Active lobbying of state savings and loan leagues and
commissioners opposed to the direct investment regulation.
Retention of Congressman Pashayan in soliciting

co-sponsors for H. Con. Res. 34 which resulted in obtaining
a majority of Congress and a majority of the House Banking
Committee as co-sponsors.

Coordination of lobbying efforts with the National
Association of State Savings and Loan Supervisors,
National Council of Savings Institutions, National Council
of State Legislators, National Conference of Governors,
Ray Gustini, Esq., William R. White, Esq., Jay Smith, and
former Congressman Jerry Patterson, Ludd Ashley, Dave
Evans, and Kent Hance.

Coordination of Paul, Weiss and Congressman Pashayan of
Congressional letter to the Federal Home Loan Bank Board
contesting the legality of the direct investment
regulation. Letter cosigned by 10 congressmen.
Preparation for hearings of the House Committee on
Government Operation's Subcommittee on Commerce, Consumer
and Monetary Affairs (Greenspan, Benston, Keating).
Preparation for hearings of the House Banking Committee
regarding deposit insurance reform (Benston).
Lobby Congressman Dingell's staff regarding hearings of
the House Energy and Commerce Oversight and Investigation
Subcommittee's regarding the Beverly Hills Savings and
Loan failure.

Coordinating KEKST & Co.'s activities including George
Benston's op-ed piece for The Wall Street Journal and the
National Council's "award winning" advertisements opposing
re-regulation.

Specific meetings for CHK and lobbying including: (1)
house banking committee members and staff; (ii) senate
banking committee members and staff; iii) fourteen
senators; and (iiii) fourty-two congressmen.

Contacts included discussions regarding:

Direct investment regulation

HR-20 ("improper incident" legislation designed to permit the FHLBB to proscribe any investment activity it considers an improper incident to the business of a savings and loan)