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LINCOLN ENTERED INTO THIS AGREEMENT TO RESOLVE ALL OF THE ISSUES RAISED
BY THE 1986 EXAMINATION AND THE REGULATIONS CONCERNING IT BETWEEN LINCOLN
AND ORPUS, LEADING TO THIS AGREEMENT.

OUR REAL ESTATE AND THL EXTRA LAND YOU ARE GOING TO BUY - PAGE 8. DOCHOW
DECIDED THAT SOMETHING SPECIFICALLY SHOULD BE IN THIS WHICH STATED YOU
COULD BUY MORE LAND.
TOOK OUT THE LAST SENTENCE IN PARAGRAPH B. TWO PERCENT OF CURRENT REAL ESTATE.
UNDER THIS AGREDENT YOU CAN BUY AS MUCH AS YOU WANT. DOCHOW SAID THAT
HE WANTS OUR WORD THAT WE ARE NOT GOING TO BUY A TREMENDOUS AMOUNT OF
LAND. ENFANCE, DEVELOP, DPROVE AND/OR MARKET TOOK OUT - NO LIMIT ON
ON THE AMOUNT OF LAND PURCHASED AND IT IT WAS MAJOR, WE WOULD LET TREM KNOW.

DOCHOW SAID TRAT WE ARE NOT GOING BACK, WE ARE GOING FORWARD. THEIR POSITION
IS THAT THEY WILL NOT COMTENT ON THIS AT ALL TO THE PRESS UNLESS WE SAY
SOMETHING WHICH INCORRECTLY MENTIONS WHAT THIS IS.

NEED TO CALL HOT.

DOCHOW SAID THERE ARE A LOT OF LOOP HOLES AND A LOT OF THINGS YOU COULD DO
THAT ARE NOT TECHNICALLY COVERED IN THE AGREDMENT. YOU WILL NOT DO ANYTHING
THAT IS GOING TO BARRASS ME OR TAKE ADVANTAGE OF TEL. LOOP HOLES.
TECHNICALLY, YOU COULD COME IN WITH A JUNK PRETTURED WITH A 20% DIVIDEND
AND HE DOES NOT EXPECT YOU TO DO THIS KIND OF THING.
JIM GROON SAID THAT THIS IS A NEW ERA AND WE WANT TO GET ALONG WITH YOU.
THEY ARE WT OUT TO GET OS AND WILL WORK WITI US. DOCHOW WANTS US TO KNOW
HE IS CODE TO BE MAKING THL IMPORTANT DECISIONS AND BE PERSONALLY INVOLVED
WITH THIS AD IN CHARGE OF THIS FOR THE NEXT SEVEN MONTIS.
DON'T DO THINGS THAT THLT ARE TECHNICALLY ALLOWED WITHOUT GIVING IT A LOT
OF THOUGHT. IN THE OT, SEVEN MONTHS FROM NOW WE DON'T HAVE AN
RIGHT TO BE TRANSFERRED. WE MUST GET ALONG WITH THESE GUYS.
EXAMINATION WILL BEGIN IN JUNE AND LAST AAOUT THREL MONTAS. THEY WILL GIVE
US NAMES OF EVERYONE ON TAL EXAMINATION TEAM POR FLD BEFORE HAND AND
DOCHOW SAID HE WOULD LISTEN TO ANY OBJECTIONS THAT WE MIGHT HAVE TO THE
SUGGESTED PEOPLE.

7

PAGE 2

JIM GROGAN SAID THAT O'CONNALL WILL NOT BE ON THE EXAMINATION TEAM. LOOKING
FORWARD TO RESOLVING AND GETTING US OUT OF IT. SPECIFICALLY DISCUSSED THE
HOTELS AND THEY ARE NOT GOING TO RERAISE THE ISSUE THAT WE SOLD 457 OF THE
HOTELS. THEY ACCEPT THAT. THEY ARE NOT GOING TO REVIEW WOLFSWINKEL,
OR ANY OF THAT STUFT.

DOCHOW TALKED TO CRAWFORD, OR IS PLANNING TO TALK TO HIM. IS GOING TO BE
WITH HIM ON MONDAY, MAY 23. I AM SURE THAT AT THIS POINT DOCHOW WILL
TELL CRAWFORD THAT THE HOTEL SALES ARE RESOLVED.

JIM GROGAN SPEAKING:

KEVIN O'CONNALL WAS VERY HOSTILE DURING THE MEETING. HE WANTED TO REMOVE
THE WORD RESOLVE AND PUT BACK ADDRESS IN THE AGREEMENT. O'CONNALL CONTINUED,
TRIS MEETING IS TO SHOW THAT THERE WOULD BE ISSUES RAISED IN THE PRIOR
EXAM THAT ARE STILL ISSUES. THAT FACT THAT WE SOLD THE HOTEL IS NOT THE ISSUE.

DOCHOW'S THEME: BEFORE I SIGN THIS I WANT TO KNOW WHAT IS GOING TO BE THE
ATTITUDE OF THE MANAGEMENT OF LINCOLN DURING THIS NEW EXAM; TONT. OF THE EXAM;
ATTITUDE TOWARD THE SPECIFICS OF THIS AGREEMENT. WANTED TO HEAR WE ARE
GOING TO TAKE A COOPERATIVE TREIL.

DOCHOW CLEARLY PEELS THAT HE HAS PERSONALLY GONE TAL EXTRA MILE AND IF WE
SCREW ADA, WE ARE DOING BIM A TERRIBLE DISCERN. SAID AZ WAS GOING TO CALL
YOU (CHK) TONIGHT, OR FIRST THING ON MONDAY, MAY 23. DOCHOW HAS TAKEN
TREMENDOUS CRITICISH FOR THE WAY AL RAS HANDLED THIS.
ROSEMART CONTRADICTED KEVIN AND SAID ISSUES ARE RESOLVED.
DOCHOW TOLD JIM GROGAN AT THE END OF THE MEETING THAT KEVIN O'CONNALL WILL
NOT BE INVOLVED WITH THIS.
THEY CLLALLT END IN MIND CHANGING SEVERAL SECTIONS OF THE AGREEMENT AND
WE STOPPED THEM TOM DOING SO.

COMMITTEE TO WRITE BUSINESS PLAN: JUDY WISCHER, JACK ATCHISON, ANDY LIGGET, TIM KUCKTG, KAR SAUTER, BRUCE DICKSON, RON STOLL, RANDY CONTE

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FOR THE UPCOMING FHLBB EXAMINATION, I WOULD VERY MUCH APPRECIATE YOUR
COMPLETE INVOLVEMENT IN AND MASTERY OF THE FOLLOWING ITEMS IN ORDER THAT
YOU MIGHT BE THE RESPONSIBLE LIAISON FOR LINCOLN TO THE EXAMINERS
WITH RESPECT TO ALL MATTERS REGARDING THESE LOANS, ETC.

OBVIOUSLY, YOU SHOULD ACCESS ANY AND ALL OTHER ACC, OR LINCOLN PERSONNEL
REQUIRED FOR THESE PURPOSES.

WITH REFERENCE TO THE EXAMINATION, OUR MAY 20, 1988 AGREEMENT WITH THE
FHLBB AND FSLIC CONTAINS THE FOLLOWING LANGUAGE:

1. FSLIC AGREES TO INITIATE AND COMPLETE A NEW EXAMINATION OF
LINCOLN AND SUBMIT A REPORT OF EXAMINATION TO LINCOLN WITHIN
SEVEN (7) MONTHS FROM THE EXECUTION OF THIS MEMORANDUM OF
UNDERSTANDING, UNDER THE DIRECTION OF ORPOS (THE "NEW EXAMINATION").
THIS EXAMINATION WILL BE PERFORMED BY AN EXAMINATION TEAM WITH NO
EXAMINERS FROM THE FHLBANK-S.F. IT WILL BE A REGULAR, PERIODIC
FHLBB EXAMINATION CONDUCTED IN THE ORDINARY COURSE. IT IS THE
INTENTION OF THE PARTIES THAT THE NEW EXAMINATION WILL NOT REHASH
THE FINDINGS IN, OR TRANSACTIONS, PROCEDURES OR EVENTS COVERED BY
THE 1986 EXAMINATION AND THE NEGOTLATIONS CONCERNING IT BETWEEN
LINCOLN AND ORPOS LEADING TO THIS MEMORANDUM OF UNDERSTAND ING;
BUT RATHER WILL FOCUS ON THE CURRENT SITUATION AT LINCOLN AND
CHANGES SINCE THE 1986 EXAMINATION. LINCOLN AGREES TO FULLY
COOPERATE WITH AND PACILITATE THE NEW EXAMINATION.

2. IN THE SPIRIT OF REGULATORY COOPERATION DURING THE NEW
EXAMINATION AND IN AN EFFORT TO PROVIDE THE FSLIC A BETTER
UNDERSTANDING OF LINCOLN'S CURRENT OPERATIONS, ORPOS AGREES TO
DESIGNATE A SENIOR EXAMINER WHO WILL REMAIN AT LINCOLN DURING
THE EXAMINATION TO FACILITATE SUCH COOPERATION AND UNDERSTANDING.
LINCOLN AGREES TO NOTIFY THE EXECUTIVE DIRECTOR OF ORPOS OR BIS
DESIGNEE OF ANY HIGHLY MATERIAL AND CONTROVERSIAL CONTEMPLATED
TRANSACTION OR EVENT, PRIOR TO ITS CONSUMMATION. SUCH NOTIFICATION
SHALL BE IN WRITING UNLESS THE MATTER INVOLVES CONFIDENTIAL OR INSIDE
INFORMATION. THE FAILURE TO OBJECT TO SUCH TRANSACTION OR EVENT SHALL
NOT UNDER ANY CIRCUMSTANCES BE CONSTRUED AS APPROVAL OF IT BY THE
FSLIC OR THE FHLBB. LINCOLN ALSO AGREES TO INFORM THE DESIGNATED
SENIOR EXAMINER OF ANY OTHER SIGNIFICANTLY MATERIAL TRANSACTION
EITHER BEFORE OR WITHIN FIVE BUSINESS DAYS AFTER ITS CONSUMATION.

3. THE PARTIES WILL MAKE EVERY EFFORT IN GOOD FAITH TO PROMPTLY
RESOLVE ANY ISSUES RAISED IN THE NEW EXAMINATION, AND WILL WORK
TOGETHER TO DISCUSS SUCH ISSUES AT THE EARLIEST PRACTICABLE TIME AND
DEVELOP PROCEDURES TO RESOLVE THEM REASONABLY AND EXPEDITIOUSLY.

ਜੇਤ

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MY NOTE TO YOU YESTERDAY REGARDING THE FORTHCOMING FHLBB EXAM SAID,
IN PART, "I WOULD VERY MUCH APPRECIATE YOUR COMPLETE INVOLVEMENT IN
AND MASTERY OF THE FOLLOWING ITEMS IN ORDER THAT YOU MIGHT BE THE
RESPONSIBLE LIAISON FOR LINCOLN TO THE EXAMINERS WITH RESPECT TO ALL
MATTERS REGARDING THESE LOANS, ETC."

THAT IS IN ERROR. JIM GROGAN WILL BE IN CHARGE OF THE EXAM AND HE IS
THE RESPONSIBLE LIAISON FOR LINCOLN TO THE EXAMINERS. YOU ARE TO ACT
IN COOPERATION WITH JIM AT HIS DIRECTION.

THANK YOU.

CHK:CDK
CC: JIM GROGAN

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