II. RESPONDENTS

	5. At all relevant times, MAXXAM, Inc. ("MAXXAM"), or its predecessor, 
MCO Holdings, Inc. ("MCO"), was a controlling stockholder of UFG and, 
therefore, was a savings and loan holding company within the meaning of 
former 12 U.S.C. ¤1730a(l) (D) (repealed by FIRREA) and 12 U.S.C.A. ¤ 
1467a(a)(1)(D) (West Supp. 1995). At all relevant times, MAXXAM or its 
predecessor, MCO, through its officers, directors, or agents, 
participated directly or indirectly in the conduct of the affairs of UFG 
and USAT. At all relevant times, MAXXAM or its predecessor, MCO, 
maintained its principal office in Los Angeles, California.
 	6. At all relevant times, Federated Development Co. (ÒFederatedÓ) was a 
controlling shareholder of MAXXAM or its predecessor, MCO and, therefore, 
was a savings and loan holding company within the meaning of former 12 
U.S.C. ¤1730a(l)(D) repealed by FIRREA) and 12 U.S.C.A. ¤ 1467a(a)(1)(D) 
(West Supp. 1995). At all relevant times, Federated, through its 
officers, directors, or agents, participated directly or indirectly in 
the conduct of the affairs of UFG and USAT. At all relevant times, 
Federated maintained its principal office in Houston, Texas.
 	7. At all relevant times, Charles E. Hurwitz (ÒHurwitzÓ) was a 
controlling shareholder of Federated. In addition, Hurwitz was, at all 
relevant times, the Chairman of the Board and Chief Executive Officer of 
Federated, MAXXAM, and MAXXAM's predecessors, MCO and MAXXAM Group, Inc. 
Hurwitz held various positions at UFG, including without limitation: 
Director UFG, 1983 to February 11, 1988); member of Executive Committee 
UFG, 1983 to February all, 1988); President and Chief Executive Officer 
(August 1984 to November 14, 1985); Chairman of the Board (November 14, 
1985 to February 11, 1988); member of a joint UFG and USAT Strategic 
Planning Committee (1986-87); and member of a Joint UFG & USAT Investment 
Committee (1986-1988). At all relevant times, Hurwitz was, in addition to 
his formal positions, a controlling person of UFG and USAT and 
participated directly or indirectly in the conduct of the affairs of UFG 
and USAT. Hurwitz held these positions and exercised control over UFG and 
USAT for the benefit of MCO, MAXXAM and Federated.
	8. At all relevant times, Barry A. Munitz (ÒMunitzÓ) was the President 
and a Trustee of Federated. At various times, Munitz served as Vice 
Chairman of the Board of MCO, a director of MAXXAM, and a director of 
MAXXAM Group, Inc. Beginning in 1982, Munitz held various positions with 
USAT and UFG, including without limitation: Director of USAT (August 26, 
1982 to 1988) and chairman (1985 to 1988) of USAT Executive Committee; 
member of joint UFG and USAT Executive Compensation Committee (1982 to 
1985); member (August 8, 1986 to May 19, 1987) and Chairman (1986) of 
USAT Investment Committee; member joint UFG and USAT Strategic Planning 
Committee (1986 and 1987); director of UFG (1983); Chairman of the Board 
of UFG (1988); President of UFG (1988 to 1991); member (1983 to 1988) and 
chairman (February 14, 1985 to 1988) of UFG Executive Committee; member 
UFG Compensation Committee (1983 to 1988). At all relevant times, Munitz 
was, in addition to his formal positions, a controlling person of UFG and 
USAT. Munitz held these positions and exercised control over UFG and USAT 
for the benefit of MCO, MAXXAM and Federated.
	9. At all relevant times, MAXXAM or its predecessor, MCO, and Federated 
exercised control over UFG and USAT through their representatives Hurwitz 
and Munitz.
 	10. At all relevant times, Jenard M. Gross (ÒGrossÓ) held various 
positions with USAT and UFG and their affiliates, including without 
limitation: Consultant to USAT (October 1984 to January 1985); Chairman 
of the Board and Chief Executive Officer of USAT (February 14, 1985 to 
1988); President of USAT (January 8, 1987 to 1988); member of USAT 
Executive Committee (1986 to 1988); member of USAT Audit Committee 
(November 10, 1987 to 1988); Chairman of USAT Investment Committee (May 
8, 1986 to 1988); member of joint USAT and UFG Strategic Planning 
Committee (1986 to 1987); director of UFG (1985-1988); President and 
Chief Executive Officer of UFG (November 14, 1985 to 1988); member of UFG 
Executive Committee (1985 to 1988); director of United MBS Corporation 
(August 1986 to 1988); President of United MBS Corporation (August 1986 
to 1988); director of UFG (1985 to 1988); and President of UFG (1985 to 
1988).
 	11. At all relevant times, Arthur S. Berner (ÒBernerÓ) held various 
positions with USAT and UFG and their affiliates, including without 
limitation: director of USAT (1988); member of USAT Executive Committee 
(1987); Secretary and Compliance Officer of USAT (1986 to 1988); 
Executive Vice President (Legal) and General Counsel of USAT; (1986 to 
1988); member of USAT Compensation Committee (1987); member of USAT Audit 
Committee (1987); member of joint UFG and USAT Investment Committee 
(1986); member of joint USAT and UFG Strategic Planning Committee (1986 
and 1987); Senior Vice President (Legal), Corporate Counsel, and 
Secretary of UFG (1986 to 1988) director of UFG (1988) ; member of UFG 
Executive committee (1988) ; Secretary of UFG (1988) ; and director of 
United MBS Corporation.
 	12. At all relevant times, Ronald Huebsch (ÒHuebschÓ) was an employee 
of Federated. Huebsch was responsible for the investments of various 
entities affiliated with Hurwitz, including, at various times, Federated, 
MCO and the MAXXAM Group, Inc. Huebsch held various positions with USAT 
and UFG and their. Affiliates, including without limitation: Executive 
Vice President (Investments) of USAT (November 15, 1985 to 1988); member 
of USAT Investment Committee (May 8, 1986 to 1988); member of UFG 
Investment Committee (May 8, 1986 to 1988); Senior Vice President of 
United MBS Corporation (August 11, 1986 to 1988).
 	13. At all relevant times, Michael Crow (ÒCrowÓ) was the Chief 
Financial Officer of USAT. Crow held various positions with USAT and UFG 
and their affiliates, including without limitation: Executive (December 
1983 to January 8, 1987) and Senior Executive (January 8, 1987 to 1988) 
Vice President (Finance and Administration) of USAT; Chief Financial 
Officer of USAT (December 1983 to 1988); member of USAT Executive 
Committee (1988); member of USAT Investment Committee (May 8, 1986 to 
1988); member of joint USAT and UFG Strategic Planning Committee (1986 
and 1987); director of UFG (1988); Chief Financial Officer of UFG (1984 
to 1988); Senior Vice President of UFG (December 1983 to 1988); director 
and Chief Financial Officer of United MBS Corporation (August 1986 to 
1988); and Chief Financial Officer of United Financial Corporation 
(September 5, 1984 to 1988).
 	14. At all relevant times, Respondents Hurwitz, Munitz, Gross, Berner, 
Huebsch, and Crow, (collectively, the ÒIndividual RespondentsÓ) were 
officers, directors, employees, or controlling persons of, or persons 
participating in the conduct of the affairs of, UFG, USAT, their parents, 
subsidiaries, and affiliates and knowingly or recklessly participated in 
the activities described herein.
 	15. At all relevant times, Respondents UFG, MAXXAM, and Federated, 
acting through the Individual Respondents or through other officers, 
directors, employees, or agents of USAT, UFG, MAXXAM, or Federated, 
participated in the conduct of the affairs of USAT and knowingly or 
recklessly participated in the activities described herein. Whenever this 
Notice of Charges alleges UFG, MAXXAM, or Federated's knowledge or doing 
of any act, the allegation shall be deemed to include any matter known 
to, or any action taken by, UFG, MAXXAM, or Federated, or individually by 
any Individual Respondent or by any other officer, director, employee, or 
agent of USAT, UFG, MAXXAM, or Federated.