Harbor Bancorp & Subsidiaries - Page 17

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          until they were rated by a rating agency and made available to              
          the investing public.  Mr. Wetherbee was aware of a sense of                
          urgency in issuing the Bonds before the end of 1985 because of a            
          pending change in the tax laws.  These differences, however, did            
          not operate as a "flag" to indicate that anything was improper              
          with the issuance.  Had Mr. Wetherbee been informed of the                  
          details concerning the alleged closing and the subsequent                   
          remarketing of the Bonds, he would not have recommended that the            
          Housing Authority proceed, and, in his opinion, the Housing                 
          Authority would not in fact have proceeded with the financing.              
               After December 31, 1985, as a result of the change in the              
          underwriter, bond counsel urged the Housing Authority to pass a             
          resolution ratifying assignment of the underwriting agreement to            
          Matthews & Wright.  The Housing Authority did so.                           

          Events of February 20, 1986                                                 

               A number of carefully orchestrated events occurred on                  
          February 20, 1986, most of them taking place by wire transfers.             
          First, Matthews & Wright borrowed $58,475,287.37 from Security              
          Pacific National Bank (Security Pacific) pursuant to an existing            
          credit arrangement.  The money was then wire transferred to Chase           
          Manhattan Bank for the account of the New American Federal Credit           
          Union, and for further credit to the Commercial Bank of the                 
          Americas in order to purchase, inter alia, the Bonds.  Matthews &           
          Wright pledged the Bonds, among other things, as collateral for             




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