XIII. RESPONDENTS' CULPABILITY AND UNJUST ENRICHMENT

	340. The Respondents, actions that are the subject of this Notice of 
Charges were willful, with knowledge, and/or done in reckless disregard 
of the applicable statutes and regulations and conditions adopted by the 
OTS or its predecessor, the FHLBB.
 	341. As a consequence of the Respondents' acts that are the subject of 
this Notice of charges, the Respondents were unjustly enriched by their 
violations of the applicable statutes, regulations, and conditions 
adopted by the OTS or its predecessor, the FHLBB.
 	342. Respondents Hurwitz, MAXXAM, and Federated were unjustly enriched 
by their violations of the applicable statutes, regulations, and 
conditions adopted by the OTS or its predecessor, the FHLBB. Respondents 
Hurwitz, MAXXAM and Federated's control of USAT's investments facilitated 
Hurwitz, MAXXAM and Federated's receipt of financial assistance from 
Drexel. Respondents Hurwitz, MAXXAM and Federated were able to leverage a 
3% capital requirement into a nearly $6 billion assets savings 
association that was used to take advantage of a deregulated environment 
for what Respondents have characterized as "adventuresome" investments. 
Respondents Hurwitz, MAXXAM, Federated and UFG were unjustly enriched by 
their retention of funds that belonged to USAT they failed to infuse into 
USAT pursuant to the Net Worth Conditions while USAT received the 
benefits of deposit insurance.
 	343. Respondents MAXXAM, Federated, and Hurwitz knowingly benefited 
from approximately $1.8 billion in junk bond financing and refinancing 
from Drexel for their takeover activities. Drexel benefitted from its 
sale of approximately $1.8 billion in junk bonds to USAT. As a 
consequence, the Respondents, and Drexel acting in concert with them, 
were unjustly enriched by their ownership and control of UFG and USAT.
 	344. The Respondents who were officers and directors of UFG and USAT 
were unjustly enriched by their salaries, bonuses, and expense 
reimbursements while they violated the applicable statutes, regulations, 
and conditions adopted by the OTS or its predecessor the FHLBB.
 	345. USAT has been damaged, and Munitz and Berner have been and 
continue to be unjustly enriched, as a result of their receipt of 
substantial salaries from UFG in 1989, 1990 and 1991, which totaled 
$959,876 and $477,803, respectively, and were paid from assets of UFG 
that Individual Respondents Berner and Munitz should have caused UFG to 
infuse into USAT under UFG's Net Worth Maintenance Obligation.
 	346. USAT has been damaged, and Gross has been and continues to be 
unjustly enriched, as a result of UFG's forgiveness of a debt from Gross 
to UFG in the amount of $835,000 in that the forgiven debt was an asset 
of UFG which Individual Respondents Berner and Munitz should have caused 
UFG to infuse into UFG under UFG's Net Worth Maintenance Obligation.