This is a shareholder derivative action brought pursuant to Fed. R. Civ. P. 23.1 against Deutsche Bank AG ("Deutsche Bank"), Bankers Trust Company, Inc. ("Bankers Trust") (collectively referred to as Deutsche Bank/Bankers Trust"), PNC Bank, and PNC Mortgage (collectively referred to as "PNC"). Plaintiff Judicial Watch, Inc. ("Judicial Watch") initially brought this action against Deutsche Bank/Bankers Trust. Plaintiffs Robert and Eileen Macrina, shareholders of PNC, joined PNC in this action after it was publicly reported that PNC would provide an unlawful home mortgage loan to the Clintons. Given that Deutsche Bank/Bankers Trust have not provided appropriate, stipulated assurances to Judicial Watch and the Court that the unlawful loan will not proceed as previously reported, and will not be reinstated at some later date, Judicial Watch has not dismissed Deutsche Bank/Bankers Trust from the case, since it may still finance the loan if PNC backs out.

The gravamen of this action is that PNC, through certain presently unknown officers and directors, have agreed to provide Hillary Rodham Clinton and William Jefferson Clinton with an unprecedented, discriminatory, preferential, and unlawful $1.35 million home mortgage loan, in violation of federal campaign finance and other laws.

Because Hillary Rodham Clinton is a candidate for the United States Senate from the State of New York, the $1.35 million loan violates Federal Election Commission ("FCC") rules against campaign contributions to federal candidates, among other applicable provisions. Because William Jefferson Clinton is a federal official, the loan constitutes an illegal gratuity in violation of 18 U.S.C. § 201 and 5 U.S.C. § 7353, among other applicable laws. Thus, any further act towards the provision of this unlawful loan to the Clintons will subject PNC Bank, PNC Mortgage and their shareholders to irreparable harm to their good will, reputation and corporate assets, as well as criminal liability.

PNC Bank is one of the largest banks in the United States. PNC Bank’s operations are headquartered in Pittsburgh, Pennsylvania. See [Verified] Amended Complaint at ¶ 5. PNC Mortgage is a division of PNC Bank, which is headquartered in the State of Illinois. Id. at ¶ 6.

In the summer of 1999, Hillary Rodham Clinton established an exploratory committee to become a candidate for the U. S. Senate from the State of New York . Id. at ¶ 33. The exploratory committee is located at 450 7^th Ave., Suite 804, New York, New York. Id. Also, Mrs. Clinton recently formally declared her political committee in furtherance of her run for the U.S. Senate from the State of New York. Id. at ¶ 34. Accordingly, Hillary Rodham Clinton is subject to the provisions of the Federal Election Campaign Act ("FECA" and/or "the Act"). Because of her legal status as a candidate for federal office, she is prevented, pursuant to 2 U.S.C.§ 441a(a)(1)(a), from accepting or receiving any single contribution exceeding the amount of $1,000. Id. Violations of this and other provisions of the Act can result in the imposition of criminal penalties. Id.

Further, to be eligible as a candidate for U.S. Senate from the State of New York, Hillary Rodham Clinton must be a resident of the State of New York as that status is defined by New York law. Id. at ¶ 36. In order to establish residency in New York, in the summer of 1999, Hillary Rodham Clinton began looking for a home to purchase in New York, and, on September 2, 1999, entered into a real estate contract to purchase a 1.1 acre parcel of real property with a large house and appurtenant improvements situated in Chappaqua, New York for approximately $1.7 million. Id. at ¶ 37. The terms of the sale require that Hillary Rodham Clinton and her husband, William Jefferson Clinton, pay the sum of approximately $350,000 in cash at "closing," with the balance of the purchase price, $1.35 million, to be financed by a home mortgage loan. Id. at ¶ 38.

In order to finance the purchase of the house, in September 1999, Hillary Rodham Clinton and William Jefferson Clinton applied for a $1.35 million loan from Bankers Trust Company, Inc., ("Bankers Trust"), a U.S. bank recently acquired by Deutsche Bank, A.G. ("Deutsche Bank"). Id. at ¶ 42. These two (2) former companies are in the process of -- and may have already completed -- the "integration" of their business operations to create a single "new global company."

On information and belief, Hillary Rodham Clinton and William Jefferson Clinton, acting through personal representatives and agents, including but not limited to Bruce Lindsey and Cheryl Mills, negotiated the terms of the loan application in the District of Columbia with officers and/or directors of Bankers Trust and/or Deutsche Bank. Id. at ¶ 44. The Clintons’ application was subsequently received, accepted, authorized and/or approved by Bankers Trust and/or Deutsche Bank. Id.

The loan application negotiated by Hillary Rodham Clinton, William Jefferson Clinton and Deutsche Bank and/or Bankers Trust provided for a $1.35 million "guarantee" by Terry McAuliffe. Id. at ¶ 45. Mr. McAuliffe, a major fundraiser for the Democratic National Committee ("DNC"), had a significant personal and professional history with the Clintons. Id. at ¶ 46. McAuliffe raised roughly half of the $10 million needed by President Clinton’s Legal Defense Fund to pay off his legal bills, and, on September 2, 1999, raised an additional $150,000 for Hillary Rodham Clinton’s U.S. Senate campaign. Id.

The loan and supporting "guarantee" by McAuliffe constituted an unlawful campaign contribution in violation of 2 U.S.C. § 431(8)(A) and 2 U.S.C. § 431(8)(B)(vii)(I), as well as 11 C.F.R. § 100.7(b)(11)(I)(A)(2) and 11C.F.R. § 110.1(a), with respect to Hillary Rodham Clinton. Id.at ¶ 49. On September 10, 1999, a formal complaint was filed with the FEC concerning the loan. Id. at ¶ 53. Since the Clintons’ application for a home mortgage loan was received, accepted, authorized and/or approved by Deutsche Bank/Bankers Trust, numerous reports have appeared in the national media challenging the legal and ethical bases of the loan. Id. at ¶ 52.

On September 16, 1999, Judicial Watch, Inc., a shareholder of Deutsche Bank/Bankers Trust, filed a demand letter with the Boards of Directors of Deutsche Bank/Bankers Trust requesting that the loan be rescinded. Id. at ¶¶ 20-21. Deutsche Bank’s Managing Director and General Counsel summarily denied Judicial Watch’s request, forcing Judicial Watch to file a derivative action and to seek a preliminary injunction enjoining the illegal loan. Subsequent reports and representations indicate that the Clintons will not proceed with the unlawful Deutsche Bank/Bankers Trust loan. However, Deutsche Bank/Bankers Trust have failed to provide Plaintiffs or the Court with appropriate, stipulated assurances that the unlawful loan application has been rescinded and will not be reinstituted at a later time, as well as confirm that they would not proceed with the loan to the Clintons if other lenders do not ultimately proceed with a mortgage loan. Id.

According to news reports, on October 14, 1999, the Clintons negotiated another illegal "sweetheart" loan, this time with Defendants PNC Bank and PNC Mortgage. Id. at ¶ 55. One difference between the Deutsche Bank loan and the PNC Bank loan is that the PNC Bank loan does not have an overt "guarantee" by Terry McAuliffe or any other third party. However, other infirmities originally present in the Deutsche Bank loan remain with the PNC Bank loan. The conditions of the loan remain preferential and discriminatory, and are made under conditions that would not be available to similarly-situated members of the general public with financial profiles similar to the Clintons. See Affidavit of Edwin L. Rizor, Jr., attached as Exhibit 1, and incorporated herein by reference.

In addition, PNC Mortgage operates a site on the World Wide Web (www.pncmortgage.com) for potential customers to calculate their loan amount. Even using PNC Mortgage’s own loan calculator, the Clintons do not qualify for the loan. There is no mechanism in PNC Mortgage’s loan calculator to account for speculative future income, which normally cannot be a basis for a loan, since speculative future income cannot be definitively quantified. There are numerous other factors in the Clintons’ financial profile that, if present in the financial portfolios of regular citizens, would normally disqualify them from such a favorable loan. Id. See Affidavit of Paul Skeens, attached as Exhibit 3, and incorporated herein by reference.

Like the Deutsche Bank loan, the PNC loan, if finalized, will constitute an unlawful campaign contribution in violation of 2 U.S.C.§ 431(8)(A) and 2 U.S.C.§ 431(8)(B)(vii)(I), as well as 11 C.F.R. § 100.7(b)(11)(I)(A)(2) and 11C.F.R. § 110.1(a), with respect to Hillary Rodham Clinton. Id. at ¶ 56. In addition, the PNC loan, if finalized, will also be an illegal gratuity to the President of the United States, Defendant William Jefferson Clinton, in violation of 5 U.S.C. § 201 et seq., as well as an acceptance of value by the President of the United States in violation of 5 U.S.C. § 7353 et seq. Id. at ¶ 56. Both experts, Rizor and Skeens, attest under oath to gratuities bestowed on the Clintons by virtue of the PNC loan. See Exhibits 1 and 3.

Accordingly, on October 18, 1999, Plaintiff sent a demand letter to the directors of PNC Bank and PNC Mortgage asking that the Clintons’ loan application be denied or rescinded. See Exhibit 4 attached. PNC Bank and PNC Mortgage responded on October 19, 1999, promising a response to Plaintiffs’ request "within a reasonable time," estimated to be "within a week." See Exhibit 5 attached.

Plaintiffs received a second letter from PNC Bank dated October 25, 1999. See Exhibit 6 attached. This second letter stated that the Board of Directors had referred Plaintiffs’ demand to outside counsel and that Plaintiffs would be advised "promptly" of PNC Bank’s response to the allegations made in the demand letter. Id.

Plaintiffs responded to PNC Bank’s October 25 letter with a letter stating that if a response to the October 18 demand letter was not received by the close of business on Thursday, October 28, 1999, a lawsuit would be filed on behalf of PNC shareholders, as this inaction would constitute a rejection of Plaintiffs’ demand. See Exhibit 7 attached. As of this filing, Plaintiffs have not received a response to their October 18, 1999 demand letter.

As a result of the loan’s illegality, it will cause injury, harm to goodwill and the reputation of PNC, and will subject PNC Bank and/or PNC Mortgage to criminal penalties, including but not limited to the above statutes, as well as criminal liability for conspiring with Hillary Rodham Clinton, William Jefferson Clinton, and Defendants John and Jane Doe Nos. 11-20 in violation of 18 U.S.C. § 371. See [Verified] Amended Complaint at ¶ 57.

Importantly, Hillary Rodham Clinton and William Jefferson Clinton are, according to admitted public accounts, over $5 million in debt. Hillary Rodham Clinton is currently unemployed, and her husband’s annual salary is $200,000 as President of the United States. Id. at ¶ 39.

In addition, on or about July 29, 1999, U.S. District Court Judge Susan Webber Wright found that, during the course of a civil lawsuit brought by Ms. Paula Corbin Jones, William Jefferson Clinton gave intentionally false, misleading and evasive testimony designed to obstruct justice. Id. at ¶ 40. The Office of Independent Counsel, as well as the United States House of Representatives (both the full House and the Committee on the Judiciary), found substantial and credible evidence that William Jefferson Clinton, inter alia, lied under oath to a federal grand jury and lied to potential grand jury witnesses. Because of these and other dishonest acts, and similar dishonest conduct in statements to the public via national television, William Jefferson Clinton has a nationwide reputation for prevarication, dishonesty and untrustworthiness. Id.

Defendant Hillary Rodham Clinton was under investigation by former Independent Counsel Kenneth Starr and is currently under investigation by newly-appointed Independent Counsel Robert Ray regarding the "Whitewater" matter and Mrs. Clinton’s alleged involvement in the White House Travel Office firings, among other things. See "Starr Defends New Counsel's Integrity," The Washington Post, October 25, 1999, at A2, attached as Exhibit 8. The Clintons are defendants in a number of civil court suits, and are thus subject to millions of dollars in potential damages.

These facts, which are widely-known and publicly available, render Hillary Rodham Clinton and William Jefferson Clinton unqualified for a conventional home mortgage loan in the amount of $1.35 million. Id. at ¶ 41. There is the additional danger that the discriminatory, preferential loan to the Clintons could be used as evidence in other legal actions taken or contemplated against PNC Bank and PNC Mortgage for discrimination in lending. Citizens denied the preferential treatment given the Clintons by PNC Bank and PNC Mortgage could potentially state a claim for discrimination on the basis of race, ethnicity, marital status, or other factors. Id.

As stated, according to news reports, the sale of the home and, consequently, the closing on the home mortgage loan, is scheduled for November 1, 1999. See "Will ‘New Yorker’ Hillary Pay State Taxes," The New York Post, October 28, 1999, attached as Exhibit 9. Consequently, time is of the essence if further harm to PNC Bank, PNC Mortgage and their shareholders is to be avoided. For these reasons, an expedited hearing on this matter is therefore requested.

As in this case, applicants for injunctive relief are sometimes faced with the possibility that irreparable injury will occur before a hearing may be scheduled on a preliminary injunction. At such times, a temporary restraining order may be available under Fed. R. Civ. P. 65(b). The order is designed to preserve the status quo until there is an opportunity to hold a hearing on the application for a preliminary injunction and may be issued with or without notice to the adverse party. See11 C. Wright & A. Miller, Federal Practice & Procedure, § 2951, at 498 (1973).

Several, well-established factors are to be considered in determining whether to grant a temporary restraining order ("TRO"). Those factors are: (1) whether the moving party is likely to succeed on the merits; (2) whether the moving party will suffer irreparable harm for which there is no adequate legal remedy in the absence of the injunction; (3) whether the harm to the movant if relief is denied outweighs the harm to the nonmovant if relief is granted; and (4) whether the TRO is in the public interest. See, e.g., 11 C. Wright & A. Miller, Federal Practice & Procedure, § 2951, at 499 (1973) ("When the opposing party actually receives notice of the application for a restraining order, the procedure that is followed does not differ functionally from that on an application for a preliminary injunction and the proceeding is not subject to any special requirements."). See, e.g., Taylor v. Resolution Trust Corp., 56 F.3d 1497, 1506 (D.C. Cir. 1995); Erickson v. Trinity Theatre, Inc., 13 F.3d 1061, 1067 (7th Cir. 1994).

No single factor is dispositive. Rather, the Court is to weigh the relative strengths of all factors combined. See, e.g.,Cityfed Fin. Corp. v. Office of Thrift Supervision, 58 F.3d 738, 747 (D.C. Cir 1995) (district court must balance strength of arguments in support of each factor). Because any analysis of these factors weighs heavily in favor of granting a TRO in this case, such relief must be afforded Plaintiffs to preserve the status quo until the matter may be determined on the merits by the Court.

Although Plaintiffs need not demonstrate an absolute certainty of success on the merits (see, e.g., Abdul Wali v. Coughlin, 754 F.2d 1015, 1024-1025 (2d Cir. 1985); Joseph J. Legat Architects PC v. Untied States Dev. Corp., 625 F. Supp. 293, 301-302 (E.D. Ill. 1985)), it is very likely that Plaintiffs will succeed on the merits in this matter.

The John and Jane Doe Defendants named by Plaintiffs in the Amended Complaint are officers and/or directors of PNC Bank and/or PNC Mortgage, who negotiated, authorized, and/or approved the loan and/or have refused to have it rescinded. The proposed $1.35 million home mortgage loan to the Clintons is unlawful because it is preferential and discriminatory, and is offered at conditions not available to the general public. It violates federal campaign finance and anti-gratuity laws, and, consequently, is per se injurious to the good will and reputation of PNC.

With regard to Hillary Rodham Clinton, who is a candidate for the U.S. Senate from the State of New York, the FECA expressly states, in pertinent part, that:

2 U.S.C. § 441a(a)(1)(A). The Act further provides that:

2 U.S.C. § 441a(f).

The FECA further defines the term "contribution" to include: "any gift, subscription, loan, advance or deposit of money or anything of value made by any person for the purpose of influencing any election for Federal office." 2 U.S.C. § 431(8)(A). Moreover, a bank loan "shall be considered a loan by each endorser . . . ." 2 U.S.C. § 431(8)(B)(vii)(I). The Act also provides:

2 U.S.C. 432(e)(2).

Regulations promulgated pursuant to the FECA provide that "the term ‘loan’ includes a guarantee, endorsement and any other form of security." 11 C.F.R. § 100.7(a)(1)(i) (emphasis added). Those regulations further provide:

Clearly, PNC Bank’s $1.35 million dollar loan is a contribution in excess of the $1,000 statutory limit, since the loan and its preferential terms would not be available to the regular consumer with a similar financial profile. See Exhibits 1 and 3. The only question that remains is whether the PNC loan is given "for the purpose of influencing an election for federal office." 2 U.S.C. § 431(8)(A). The obvious answer to that question is yes. In order to run for federal office in New York, Hillary Rodham Clinton must establish herself as a resident of New York. The very purpose of the loan is to allow the Clintons to purchase a home in New York, and thereby enable Mrs. Clinton to establish residency for her Senate race. Indeed, the connection between the loan and Mrs. Clinton’s candidacy could not be more clear. Not only is the loan being provided "for the purpose of influencing" Mrs. Clinton’s candidacy for federal office, it is specifically being provided to enable Mrs. Clinton’s candidacy for federal office.

With regard to William Jefferson Clinton, an officer of the United States, the loan is clearly an illegal gratuity. Several statutes and regulations address gifts to federal officials, including 5 U.S.C. § 7352, which specifically prohibits employees of the Executive Branch from accepting anything of value from a person:

5 U.S.C. § 7352; see also 3 C.F.R. § 100.735-14. Obviously, the banking industry is regulated by the Executive Branch of the federal government, of which Mr. Clinton is the head, and, therefore, PNC Bank and PNC Mortgage conduct activities regulated by the executive branch. In addition, the interests of PNC Bank and PNC Mortgage may be substantially affected by the performance or non-performance of Mr. Clinton’s official duties.

Moreover, the proposed preferential loan to the Clintons can only be characterized as a gift. The Clintons would have great difficulty legally qualifying for a $1.35 million loan without some form of preferential treatment. Mrs. Clinton is not employed, and Mr. Clinton earns only $200,000 per year. Their jointly-reported income is $509,345, but they are reportedly over $5 million in debt. This massive debt renders them an incredibly bad credit risk. Additionally, Mr. Clinton has been found by a court of law, the United States House of Representatives (both the whole House and the Committee on the Judiciary), and Office of the Independent Counsel to have given intentionally false, misleading and evasive testimony, and has a nationwide reputation for prevarication, dishonesty and untrustworthiness. These and other widely-known and publicly available facts render the Clintons unqualified for a conventional home mortgage loan in the amount of $1.35 million. Thus, the loan can only be considered an illegal gratuity from PNC Bank and PNC Mortgage, and Plaintiffs are likely to succeed on the merits of its claims that the loan constitutes a breach of fiduciary and other duties owed by the officers and directors of PNC Bank and PNC Mortgage to their shareholders, as well as its claim that Defendants have conspired in this unlawful conduct.

Immediate irreparable harm is an injury for which the court can not compensate the movant should he prevail. Further, injury to reputation and good will is a classic example of harm that is irreparable, and for which there is no adequate, alternative remedy at law. See, e.g., Valley v. Rapides Parish School Board, 118 F.3d 1047, 1056 (5th Cir. 1997); Multi-Channel TV Cable Co. v. Charlottesville Quality Cable Operating Co., 22 F.3d 546, 551-552 (4th Cir. 1994) (loss of goodwill constituted irreparable harm, warranting injunction); Basicomputor Corp. v. Scott, 973 F.2d 507, 512 (6th Cir. 1992) (loss of customer goodwill constitutes immeasurable damage, thereby rendering alternative remedies at law unavailable).

Moreover, it is well-settled that courts may enjoin unlawful or criminal conduct that effects the property rights of others. Airlines Reporting Corp. v. Barry, 824 F.2d 1220, 1224 (8th Cir. 1987); Northeast Women’s Center, Inc. v. McMonagle, 665 F. Supp. 1147, 1152 (E.D. Pa. 1987); see also Securities & Exchange Commission v. International Loan Network, Inc., 770 F. Supp. 678 (D.D.C. 1991); Securities & Exchange Commission v. Wellshire Securities, Inc., 737 F. Supp. 251 (S.D.N.Y. 1990). Clearly, the reputation and good will of Deutsche Bank/Bankers Trust -- which will suffer further harm if this unlawful loan is allowed to be consummated -- is a property right of Deutsche Bank/Bankers Trust and its shareholders. Violations of laws and regulations also may be enjoined to prevent irreparable harm to shareholders. Securities & Exchange Commission v. Capitol Growth Co., 391 F. Supp. 593, 598 (S.D.N.Y. 1974).

Clearly, engaging in an illegal transaction and subjecting PNC Bank and PNC Mortgage to criminal liability will cause substantial, irreparable harm to the corporations and their shareholders, and there is no adequate remedy at law. This factor weighs heavily in favor of entry of a TRO and preliminary injunction. Further, since this loan is anticipated to close on Monday, November 1, 1999, the potential irreparable harm to Plaintiffs is most immediate.

Any harm to Defendants by granting the injunctive relief would be slight, if not non-existent. Of course, the Clintons would continue to be free to try to obtain a home mortgage loan by alternative, lawful means, however unlikely that might be given the state of their finances, on a $1.7 million home. In addition, no harm would result to them if they established New York residency by other, lawful means, such as buying a much more modest house or renting an apartment.

PNC Bank, with billions of dollars in assets, will suffer no measurable financial loss if this single, albeit unlawful, loan of $1.35 million is delayed until such time as the Court can issue a ruling on the merits of Plaintiffs’ claims. By contrast, PNC Bank, PNC Mortgage and their shareholders will suffer a immediate irreparable loss of good will and reputation -- and criminal liability -- if the loan is allowed to proceed before this Court has the opportunity to consider this matter on the merits.

Whether the public interest will be furthered by entry of an injunction should be given considerable weight. See, e.g., Yakus v. United States, 321 U.S. 414, 440-41 (1944). Where, as here, the public interest will be affected, "a court should go ‘much further both to give and withhold relief in furtherance of the public interest than they are accustomed to go when only private interests are involved." Villani v. New York Stock Exchange, Inc. 348 F. Supp. 1185, 1193 (S.D.N.Y. 1972) (citing Yakus, 321 U.S. at 440-41). Most importantly, where the acts sought to be enjoined are unlawful or clearly against the public interest, plaintiff need not show either irreparable injury nor a balance of hardship in his favor. See Youngstown Sheet & Tube Co. v. Sawyer, 103 F. Supp. 569 (D.D.C.), affirmed on other grounds, 343 U.S. 579 (1952).

The public interest could hardly weigh more heavily in favor of the entry of a preliminary injunction in this matter. Obviously, the public has a compelling interest in seeing that the laws of the United States are respected, not broken. Moreover, the public’s interest in the integrity of the election process, with respect to Hillary Rodham Clinton, and in whether high government officials are receiving unlawful, favorable treatment in their private dealings, with respect to William Jefferson Clinton, the President of the United States and an employee of the federal government, is of enormous importance. Thus, injunctive relief is also necessary to protecting the public interest in the propriety of our election system and public confidence in our government officials.

Balancing the above-referenced factors, the only logical and reasonable conclusion that can be drawn is that a TRO is necessary to preserve the status quo until such time as the Court has conducted a trial and made a final determination on the merits of this action. Consequently, Plaintiff respectfully requests that Defendants and their agents, attorneys, employees, representatives and all other persons acting in concert with or providing assistance to them in this unlawful home mortgage loan be temporarily restrained from any act in furtherance of this unlawful loan at this time.

Respectfully submitted,

JUDICIAL WATCH, INC.

________________________

Larry Klayman, Esq.

General Counsel

DC Bar No. 334581

Suite 725

501 School Street, S.W.

Washington, D.C. 20024

(202) 646-5172

Attorneys for Plaintiffs