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In The Matter Of:

ABN AMRO v.
DINALLO, MBIA

May 31, 2012

NYS Supreme Court Reporters

Original File 053112.txt

Min-U-Script with Word Index

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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BANK OF SCOTLAND PLC; SMBC CAPITAL
MARKETS LIMITED; SOCIETE GENERALE;
10
USB AG, LONDON BRANCH; and WACHOVIA
BANK, N.A.,
11
Petitioners,
12
13
- against 14
ERIC DINALLO, in his capacity as
Superintendent of the New York State
15
Insurance Department; the NEW YORK
STATE INSURANCE DEPARTMENT; MBIA INC.; 16
MBIA INSURANCE CORPORATION; and
NATIONAL PUBLIC FINANCE GUARANTEE
17
CORPORATION (f/k/a MBIA INSURANCE
18
CORP. OF ILLINOIS),
19
Respondents.
---------------------X
20
Index No.09/601846
Article 78
60 Centre Street
21
New York, New York
22
May 31, 2012
23
BEFORE:
HONORABLE BARBARA R. KAPNICK, 24
Justice.
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26

SUPREME COURT OF THE STATE OF NEW YORK


COUNTY OF NEW YORK: TRIAL TERM PART 39
---------------------X
ABN AMRO BANK N.V.; BARCLAYS BANK PLC;
BNP PARIBAS; CALYON; CANADIAN IMPERIAL
BANK OF COMMERCE; CITIBANK, N.A.; HSBC
BANK USA, N.A.; JPMORGAN CHASE BANK, N.A.,
KBC INVESTMENTS CAYMAN ISLANDS V LTD.;
MERRILL LYNCH INTERNATIONAL; BANK OF
AMERICA, N.A.; MORGAN STANLEY CAPITAL
SERVICES INC.; NATIXIS; NATIXIS FINANCIAL
PRODUCTS INC.; COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., NEW YORK
BRANCH; ROYAL BANK OF CANADA; THE ROYAL

Petitioners-Giuffra
T1
THE COURT: Good morning, everybody.
(All say "good morning, your Honor")
THE COURT: I hope you had a nice day,
weather-wise, I mean.
Just one thing I need to put on the record
this morning. My summer interns have started working
today, they're sitting in the courtroom, and I am aware

of the fact that one of the interns has a brother who


is a young associate at Kasowitz, Benson.
If it's okay with everybody, I thought I would
let the intern sit in today to observe the proceeding
because I don't usually have proceedings like this, and
I thought it would be a good experience for them.
But, of course, whether you say anything about
the case, that intern will not be around and will not
hear any discussion, good bad or otherwise, about this
case or look at any papers or read anything.
But I just thought to observe the court
proceedings, so I want to make sure that nobody has any
problem with that. I want to make sure that was on the

record and that I told you.


MR. GIUFFRA: Your Honor, petitioners have no
issue with that.
THE COURT: Mr. Holgado.

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Attorneys for the Petitioners


125 Broad Street
New York, New York 10004
BY: ROBERT GIUFFRA, ESQ.
MICHAEL H. STEINBERG, JR., ESQ.
WILLIAM WAGENER, ESQ.
MARIE-LOUISE HUTH, ESQ.
MICHAEL T. TOMAINO, JR., ESQ.
BRIAN T. FRAWLEY, ESQ.,
Of Counsel
KASOWITZ BENSON TORRES & FRIEDMAN, L.L.P.

Attorneys for the Respondents


1633 Broadway
New York, New York 10019-6799
BY: MARC E. KASOWITZ, ESQ.
DANIEL R. BENSON, ESQ.
KENNETH R. DAVID, ESQ.
JOSHUA GREENBLATT, ESQ.
Of Counsel

OFFICE OF THE ATTORNEY GENERAL FOR

THE STATE OF NEW YORK


120 Broadway
New York, New York 10271
BY: DAVID HOLGADO,
MARK E. KLEIN,
Assistant Attorneys General

25
26

Min-U-Script

NINA KOSS,
BARBARA STROH, CSR, CRR, CMR
OFFICIAL COURT REPORTERS

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Petitioners-Giuffra
MR. HOLGADO: No problem by respondents, your
Honor.
THE COURT: I assume you don't have a problem,
Mr. Kasowitz?
MR. KASOWITZ: It's the first I've heard of
it, but it's fine with us.
THE COURT: Okay, so Mr. Giuffra, I think
we're going to go to your rebuttal or whatever you want

to call it. I guess that's what it is, and we'll hear


from you this morning.
MR. GIUFFRA: Thank you very much, your Honor.
I want to thank the court for spending as much
time as you have listening to us argue the case. We
have covered a lot of ground.
Along with my partner Mike Steinberg, our plan
is to cover today, and probably into tomorrow, what we
believe to be the separate and independent grounds that

require the court to annul Superintendent Dinallo's


approval.
Respectfully, your Honor, we believe that
respondents' presentations were long on hyperbole but

short on facts and law.


There was a lot of slogans bandied about in
the courtroom, there was a lot of razzle-dazzle, but it
was revealing, what respondents talked about and what

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DINALLO, MBIA

May 31, 2012


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Petitioners-Giuffra
they didn't talk about.
As we will show the court systematically,
respondents selectively went through the facts and the

law in this case.


In fact, your Honor, respondents even used
ellipses to remove troublesome portions of cases that

they were citing to the court.


So, here, your Honor is a slide that was put
up by the state respondents citing a case, Cambio
versus Goldstock. We went and actually looked the case

to see what was missing from the ellipses.


Let's turn to it. There's the case. Removed
from the ellipses is the fact that, obviously, an
Article 78 case is decided on the papers "to the extent
that no triable issues of fact are raised," and "unless

there are issues of fact requiring a trial."


And the ellipses that were put before your
Honor took all of that out and essentially, you know,
bolloxed together a series of sentences. There are a
whole series of documents that were shown to your Honor

that were like that.


Now, listening to respondents, the court would
think that protecting policyholders was not the core

mission of the Insurance Department.


But that's contradicted, your Honor, by the

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Petitioners-Giuffra
of statutory interpretation that the court must give
effect to each and every provision of those statutes.
Each one -- and we'll talk about them --has a
different purpose.
Listening to respondents, your Honor, you
would think that petitioners had advanced notice of
and, in fact, liked MBIA's transformation. That was
the word that was used. I wanted to jump up, and I was

restrained by Mr. Steinberg.


As we'll show you, your Honor, MBIA had two
transformation plans, the one that they publicly talked

about to investors, as well as, you know, as


petitioners, which was a plan where they were going to

put in new capital and start a new municipal bond


insurer.
Then they had a secret plan where they'd use
the money from MBIA Insurance and use that money that

was needed to pay policyholder claims and use it to


start a municipal bond company with all of the upside
going to the holding company and none of the money

going to the policyholders.


Listening to respondents, your Honor, you
would think that Mr. Buchmiller's review -- Mr.
Buchmiller was a well-meaning civil servant. He was
given an impossible task, a task that would require a

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1
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3
of the department is to protect policyholders and to
4
make certain that insurers' maintain their solvency." 5
It's also, your Honor, clear from the very
6
terms of the Insurance Law provisions that are at issue 7
in this case.
8
It's very telling, your Honor, that
9
respondents glossed over the law as if it was an
10
impediment to your Honor what they would like rubber 11
stamping Mr. Dinallo's decision.
12
They didn't focus on section 1505, 4105, 1411 13
and 1309.
14
In fact, your Honor, all the slides that were 15
put up, the state respondents put up one slide showing 16
the Insurance Law and MBIA put up none.
17
As we'll discuss, your Honor, respondents' 18
claim -- and this is a serious legal error that they're 19
inviting -- they claim, your Honor, that all of these 20
statutes mean the same thing.
21
Statutes passed at different times by the
22
legislature for different reasons. They all mean the 23
same thing, and they don't even mean the words of what 24
the statutes say.
25
But, your Honor, it's a fundamental principle 26

2008 annual report signed by Mr. Dinallo where he was


the superintendent making clear that "the core mission

Min-U-Script

Petitioners-Giuffra
team of 20 people working for six weeks to do it in an
effective way, and that's something Mr. Greenspan

talked about.
But you would think -- respondents' counsel
said very, very extensive year-long efforts.
It wasn't a year-long effort. The evidence
doesn't support a year-long effort.
Those factual assertions of counsel are
directly contradicted by the contemporaneous documents

that we put before the court, all of the many e-mails


that we put before the court that make it clear, using
Mr. Buchmiller's own words "mission impossible," "not

an adequate sample size," "trying to find a short cut,"

"not having sufficient time to look at all the


different haystacks," "the scope being narrow,"
"insufficient time."
Those are Mr. Buchmiller's words. They're not
our words. What the other side does is they rely upon
lawyer-written affidavits in many cases written after

these folks were deposed as if that is the truth.


But, your Honor, it's quite clear that the
work started by Mr. Kasowitz's own -- let's put up a

document.
There's a January 9 scope of review e-mail
where Mr. Buchmiller is talking about what needs to be

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May 31, 2012


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1
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He's done by February 11. There is no more 3
communications with anyone higher up in the department.
4
That's the time frame. It's not a year.
5
There is no question, your Honor, that Mr.
6
Buchmiller relied upon stale data. We've heard so much
7
about hindsight and using different models and black
8
boxes and green boxes and red boxes.
9
It's not about that, your Honor. It's about
10
whether they should have used current information on 11
MBIA's models.
12
The law is clear, you must use the current 13
information, and there are Article 78 cases we'll talk 14
about that will say that an agency does not have a 15
rational basis when it looks the other way and doesn't 16
use the most currently available information.
17
We're not saying the models themselves and the 18
calculating machine didn't work. What we're saying is 19
they didn't put the right data into the machine.
20
That's something that Mr. Greenspan testifies 21
about, and Mr. Greenspan's analysis is those losses 22
would have been $2 billion higher if they had just run 23
the current information that was available to them 24
through.
25
Now, respondent would have the court focus on 26

done.

Petitioners-Giuffra
Clearly, your Honor, if they rely upon
materially erroneous information or incomplete
information, you don't get the benefit of the standard.
And they haven't cited a case during all their

presentations to the contrary. And there isn't one.


We gave your Honor the cases, and we
highlighted them. We didn't engage in ellipses and
other ways of not presenting a full picture to the
court.
Now, during respondents' presentation we heard
a lot about banks as if banks was a bad word and your
Honor should just, you know, avert your ice and just

you rubber-stamp the decision.


You heard very little about policyholders, but
it's almost as if, your Honor, if you say banks enough,
you know, you just ignore the facts and just ignore the

law.
There is no question that banks are not
popular. But this case is about far more than Bank of

America and Societe Generale.


As I said at the outset, MBIA Insurance has
many other left-behind policyholders, including those
who bought MBIA insurance to cover sectors like student

loans, public foreign debt, and they're still in MBIA

Insurance.

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Petitioners-Giuffra
Mr. Buchmiller's memory to file, which is a document
not in the administrative record, a document that I had

to fight and claw to get, over a period of, literally,


years.
Even that document which was written at the
request of the lawyer at the Insurance Department -and that's Mr. Buchmiller's testimony -- has many
troubling statements in it that we'll go through.
Now, the court didn't see that many excerpts
of depositions of any of the NYID officials. They
relied upon lawyer-written affidavits.
We heard a lot about arbitrary and capricious
as if that was slogan that would allow the courts to
just look the other way, rubber-stamp the position
without engaging in the kind of specific fact-by-fact
analysis that is required in this kind of a case.
We weren't part of the process. The
administrative agency -- the whole purpose of Article
78 is to allow people who are not before the agency to

put information before the court.


New York law is clear, the agency gets the
benefit of the deferential standard of review only if
the agency acts -- this is the Court of Appeals on
Brady -- if it acts after a careful and painstaking
assessment of all the evidence.

Min-U-Script

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Petitioners-Giuffra
This is not just about the banks. This time
it's the banks. Next time it could be people who live
on Long Island after a hurricane. Next time it could
be people who are injured by some drug or medical
device, and they want to split the insurance company in

half.
Your Honor, the case that will be cited will
be ABN AMRO. That will be the case.
Now, your Honor, when all is said and done,
this case is about whether the protection of
policyholders that is repeatedly imbedded in the
Insurance Law, where that stands vis--vis the
stockholders of an insurance holding company. That is

the critical issue before the court.


But the New York Insurance Law hasn't answered

to how the court addresses that issue. It's reflected


in multiple statutory provisions, ignored by
respondents that the New York Insurance Department's

core mission is protecting policyholders, not, your


Honor, not holding companies that own insurance
companies.
You're supposed to protect the left-behind
policyholders.
Now, every purchaser of insurance, from
someone who buys a small house, gets medical insurance,

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May 31, 2012


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Petitioners-Giuffra

1
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uncertain future risk.
3
This risk goes out throughout the life of the 4
policy. Here these policies run for 40 years,
5
literally. You saw numbers. Mr. Kasowitz put them up.
6
Out to 2054. I'll be almost a hundred when these 7
policies run down.
8
We all agree, your Honor, that this approval
9
occurred in the middle of the worst financial crisis 10
since the Great Depression.
11
There is also no question about the fact that 12
there was significant uncertainty. Mr. Dinallo used 13
that expression. Mr. Buchmiller talked about known 14
unknowns.
15
We have Mr. Buchmiller's now unredacted memo. 16
We thank the court for ordering the production of that 17
document.
18
He said that his fears were that MBIA's losses 19
would be greater than even the stress scenario. That 20
was a risk that was going to be borne by the
21
policyholders.
22
So the fundamental disagreement that we have 23
with the other side, your Honor, is who should have 24
borne the risk; the policyholders or the holding
25
company that opened the insurance company?
26

to a big bank, buys the insurance to protect against an

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Petitioners-Giuffra
statute, for an insurance holding company to take 5
billion, needed to pay claims, to start a new municipal
finance company when the department admittedly knew
there were significant known unknowns, a significant

degree of uncertainty?
Your Honor I'm going to put up four documents
that were not discussed by the other side that we think
make it clear this approval cannot stand under New York

Insurance Law.
The first is a February 22, 2008 letter from
Brown, the CEO of MBIA, writing to Mr. Dinallo.
He's writing to express his opposition to Bill
Ackman's proposal for a stacked structure. That's
where the new insurance company is stacked below the

existing insurance company.


All the profits from the new municipal
insurance company have to first pass through, refuse to

pay the claims of existing policyholders.


Your Honor, I put this document up before your

Honor, and this document talks about the fact down


below to the paragraph -- go below -- talks about the
fact that MBIA had said that at some point in the next
five years they would do some sort of a transformation

transaction.
But they certainly never disclosed, your

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Petitioners-Giuffra

1
2
3
side doesn't talk about the law.
4
Now, we're not saying, your Honor, that Mr. 5
Dinallo could not act. What we are saying is that if 6
he was going to act, and act in a way consistent with
7
the Insurance Law, he couldn't put all of the risk, all 8
of the uncertainty on the policyholders and then allow
9
the holding company to use the assets that were needed 10
to pay their claims, start an insurance company, and 11
get all of the upside of that new insurance company, 12
all of the upside.
13
The numbers you never saw, your Honor, when 14
the other side spoke: The loss on the municipal side 15
in 2008? 2 million. What were the losses on the 16
municipal side, the entire history of MBIA Insurance? 17
$667 million.
18
They took $5 billion, your Honor. They took a 19
lot more money than they needed to pay municipal 20
claims.
21
If they were so concerned about municipal 22
claims, how come they didn't look at them before 23
approving this transaction?
24
So, again, the fundamental question is , your 25
Honor, was it fair and equitable, the words of the 26

The New York Insurance Law and the legislature


have made that determination, which is why the other

Min-U-Script

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Petitioners-Giuffra
Honor, that they planned to do this transformation
transaction by ripping off the policyholders of MBIA
insurance. In fact, they said exactly the opposite,
and we will show you, your Honor, chapter and verse how

that's true.
But the point is, Mr. Brown, he didn't want
that stacked structure because the money would have to
first pass through the insurance company before it went

to the holding company.


But what did Mr. Brown tell Mr. Dinallo? He
said: "I believe any owner of an insurance company

must, as a fiduciary, act in the best interest of all


policyholders, creating an equitable division of assets
and liabilities between any newly formed insurance

companies in a manner that retains the top ratings


possible for both."
They did not do this a year later. They did
not act in the best interest of all policyholders.
They did not have an equitable division a year later.
Now, your Honor, we heard a lot about the
theoretical powers of the superintendent to take some

action. But there is no question that that approval


letter which you never heard about from the other
side -- I'm going to talk about that -- has no backstop
protection, no obligation for the holding company to

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1
2
be far more than were thought at the time, there is 3
nothing.
4
And, again, this is at a time of substantial
5
economic uncertainty.
6
Here's another document. This is a letter
7
that was sent to the department by MBIA. They made it
8
quite clear to Mr. Fischer -- the person to whom Mr.
9
Buchmiller testified at his deposition he was reporting 10
to.
11
They made it quite clear that they had no
12
obligation, your Honor, "to subsidize or otherwise 13
support MBIA's operations following transformation." 14
The issue was, your Honor, there was a
15
conference call, and the department was asking, well, 16
what's your obligation to put money into MBIA Insurance 17
after this transaction is done?
18
What happens if those reserves are not
19
sufficient during this period of substantial
20
uncertainty when there are so many known unknowns? 21
What did MBIA tell the department? They 22
said -- let's go back. They say: "The value of the 23
group franchise will be increased."
24
Okay, that's some ephemeral thing.
25
"The holding company will become rich, and the 26

put money into MBIA insurance if the claims turn out to

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Petitioners-Giuffra
makes it a little more interesting. We'll get it, your
Honor; I apologize.
Okay, what do we have? We have Kevin Brown,
who is an MBIA -- I believe he's an MBIA PR person. I

can't be sure about that. He's forwarding a story in


the Dow Jones, and he's forwarding it to Mr. Brown and

Mr. Chaplin and Mr. Pastore, all the senior people at

MBIA, okay?
And there's the article. It says: "It's too
late to stop bond insurer" -- we should probably read
the headline, says Mr. Steinberg: "MBIA could appease

angry banks with equity."


This, obviously, contradicts the claim that
was bandied about here for a morning how the banks knew

about this, liked it and supported it.


That is completely untrue, and we'll show you

why it was completely untrue.


But there's the Dow Jones: "It's too late to
stop bond insurer MBIA Inc. from splitting its healthy
municipal bond business away from its business insuring

toxic securities, 'but banks that complained about the


deal could still come away satisfied,' said one of the
regulators that oversaw the split. 'MBIA will have to
offer value to satisfy them that they are being treated

fairly.'"

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what do they say? This was in their original
3
application: "There is no obligation to subsidize or
4
support MBIA's operations."
5
Now, your Honor, let's show another document 6
which I think says it all about this case. You haven't
7
seen this one before.
8
This is -- there was a newspaper article, and 9
look at that time/date, March 29, 2009, and there was 10
an article in the Dow Jones, and this is about a month 11
after the approval is announced, and the deputy
12
superintendent of insurance -- this is Mr. Finer, and 13
his name has been bandied about in the courtroom -- 14
said, quote -15
MR. HOLGADO: To who?
16
MR. GIUFFRA: He said, quote: "MBIA" -- 17
MR. HOLGADO: No, who did he say it to? 18
MR. GIUFFRA: To the Wall Street Journal, 19
looks like.
20
MR. HOLGADO: No, this is an internal e-mail. 21
MR. GIUFFRA: No, it's not, actually.
22
Let's put the whole document up. We'll put 23
the whole document up. No problem. Put it up. Put up 24
the whole document. Let's go back all the way up. 25
Let's go back to the document. It gets better. It 26

new municipal bond company will become wealthy." But

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Petitioners-Giuffra
The words of 1505.
(Continued on next page)
(End of take 1)

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PROCEEDINGS - GIUFFRA
MR. GIUFFRA: Hampton Finer, Deputy Superintendent of

He is a director, your Honor, of MBIA Inc., the

1
2
Insurance and chief economist in the New York Insurance
3
Department, then it talks about a group representing about
4
50 angry banks met with Dinallo earlier this month to
5
complain about the split, which has MBIA moving around 5
6
billion in capital from its original bond business to launch
7
not new capital, using the existing capital, to launch a
8
municipal only bond insurer. That leaves less capital 9
available to pay the claims on securities, such as
10
collateralized debt obligations insured with MBIA by the 11
banks.
12
Then, Mr. Finer says, from a legal and regulatory 13
perspective, the deal is done. They always have recourse in 14
the Courts. But then, Mr. Finer goes on to say, the better 15
solution could be to allow the banks to share in the equity 16
of the new business now that the company's value has 17
increased due to the split, he suggested.
18
Now, your Honor, that's Mr. Ackman's original plan. 19
MR. HOLGADO: Read the next paragraph. 20
MR. GIUFFRA: Happy to keep reading.
21
He is not alone in seeing greater value in a newly 22
divided business. Private equity firm Warburg Pincus, LLC, 23
and certainly Warburg Pincus is not out for the public 24
interest, out for their own interest, said in recent weeks, 25
it boosted its stake in MBIA to about 30 percent from 26

T2

PROCEEDINGS - GIUFFRA
holding company. He is their representative at Warburg

Pincus, the 30 percent owner of MBIA.


What does Mr. Kewsong Lee say? I am not sharing.
When people talk about this case being about the public
interest and starting the municipal bond business, and not
about taking money from policyholders, and giving it to a
holding company, you couldn't have better proof of this.

This is not, your Honor, me, you know, razzle


dazzling you, me exaggerating. This is their own documents,

in their own words, your Honor.


Your Honor, Mr. Brown's statement all -- my
daughter is here, I can't use it, "F...K" and then the
director, I am not sharing.
Could there be better proof of what this
transaction was about than this e-mail? The fact that the
Deputy Superintendent is talking about sharing equity,

making it fair.
And, what, in fact, is the CEO, the top guy at MBIA
saying and what is the director saying? The words could

not be clearer, your Honor.


Now, your Honor, we put up the last time, I will
put up the next document. Let's put up the whole document.

This is right after the transaction. Now, this


Mr. Mehta. He is an analyst who covers MBIA. He is also

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25 percent.
By moving capital to a new municipal only bond
insurer that is insulated from mortgage related losses, MBIA
hopes to begin writing public debt coverage, again, which

would bring in revenue.


Then, keep going -- it's up to MBIA to make the
decision whether they want to share with anyone else, Finer

said.
Now, your Honor, that e-mail didn't get forwarded

on to the folks at MBIA, the senior management.


Go right to the page. Let's put up the real hard
document so there is no claim of anybody snipping anything

or ellipses ing anything or not providing a full picture.


So, what does Mr. Brown say? Let's look at the
date on this e-mail, March 19, 2009. This man, who told the
Insurance Department that he was a fiduciary, a fiduciary of

all policyholders, a fiduciary -- what does he say to the


senior management? All F ... -- ellipses -- K. That's
what Mr. Brown's reaction was to the notion he would share

equity with the policyholders.


That's what his reaction was a month after this
transaction, but it gets better, your Honor. Turn to the

next e-mail. Go up further.


So, the e-mail then gets forwarded to Mr. Kewsong

Lee. Who is Mr. Kewsong Lee?

Min-U-Script

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someone who owns a position in MBIA. If you Google Mr.
Mehta, Mr. Mehta is quoted in multiple news stories about
the case, about the Bank of America litigation. He follows

the stock extremely closely.


What did Mr. Mehta, within days of this
transaction, say? What he is saying, to someone who is
close to Mr. Brown and to Warburg Pincus, because Mr.
Coulter is from Warburg Pincus -- pull up the next page. He

talks about the transaction and how it was done.


He talks about National being a direct subsidiary
of MBIA Insurance Corp. He talks about it's been split up.

Then he says, this is a big deal because it means that


whatever value National has is now out of the reach of
policyholders of insurance sub. Except, to the extent that

National chooses reexposure, it's by reinsurance


arrangement. That's not going to happen.
Then, he talks about what happens. He is a very
sophisticated analyst, someone who covers this stock to this

day.
Now, look at what is being put into National.
2.09 billion is being taken out of the insurance company as

a dividend to hold co. -- a dividend. Yes, the regulator


has given the okay to take this capital and put it out of

the reach of policyholders of insurance co.


What did he say? This is huge for shareholders.

NYS Supreme Court Reporters

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ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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What does National -- he talks about the $2.89 4
billion that was paid by Insurance Co. to get National to 5
reinsure National muni, but not the structured finance. 6
Again, your Honor, they paid $2.89 billion for 7
something that had $2 million in losses, that had $667 8
million in losses in the prior 35 years. They had way more
9
money than they needed, way more.
10
There is a litigation, your Honor, that's before 11
you that the reinsurance -- about a quasi reorganization. 12
That's all about, your Honor, basically resetting the 13
surplus of National so that they can get money to the 14
holding co. That's what that is all about. It's the 15
final step in the plan.
16
Now, what does he say? He says, this is another 17
12 to $13 a share that has been placed out of the reach of 18
structured finance policyholders. So, he has $9 a share on 19
the $2, the $2 billion, and then another 12 to $13 a share 20
on the $2.89 billion.
21
So basically, according to Mr. Mehta, you have more 22
than $20 in value per share going to the stockholders of 23
MBIA Inc.
24
That's the public interest? Screwing your
25
policyholders, so you can send $22 a share to a holding 26

Nine dollars a share is now protected from claims


that National does not choose to insure and reinsure.

PROCEEDINGS - GIUFFRA
structure when the upside would go first to the insurance
company and pay policyholders' claims. That's a fair and

equitable approach -- not this.


Now, he then goes on to say, what is the value of
each of these pieces? Let's be conservative and assume, as

has been done so often, that SF is just toxic, toxic, toxic,


so that the claims paying resources which, by the way, have
to go out to 2054, the reserves were 1.7 billion. They had

a lot of money -- they have blown through that already.


So that the claims paying resources of Insurance
Co. are wound out entirely. That makes Insurance Co. worth

zero to old co., but can't be worse less than zero, so your
Honor, who loses in the zero sum game? The policyholders.

But National now has 2.89 billion and 2.09 billion,

so that's $5 billion, and what does Mr. Mehta say in?


That's 21.50 per share.
That's why the case matters. That's why people are
angry. That's why people have been complaining. That's

why all these lawsuits have happened.


Because, $21.50 per share was stolen from this
Insurance Co., and the Insurance Department failed in its
responsibilities, and that's why no one wants to talk about

the law because the law doesn't allow this.


We will talk about why the law was put in place,
how, in other situations, it was put in place. No one on

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is permitted under the Insurance Law.
4
This e-mail, and we will talk about the nine-word
5
response, but it underscores why policyholder interests were
6
subordinated to the interest of the holding company.
7
Again, your Honor, this case is about who wins when
8
there is a distress situation involving an insurance
9
company. Do the policyholders win or, does the holding 10
company that own that insurance company win?
11
Yes, this time it's the big, bad, evil banks.
12
Maybe next time, it could be homeowners on Long Island, next 13
time it could be sick people who are hurt by some drug or 14
some medical device, and the case they want to have the 15
people cite to is this one.
16
Now, your Honor, talk about how they own two subs; 17
one where the structured finance exposure is contained, and 18
then another one, where the municipal exposure is held. 19
Then it says, "SF" -- that's the structured finance -- has 20
no way to get at the municipal sub.
21
Whatever the municipal sub's value is, belongs 22
entirely to hold co., which means it belongs entirely to the 23
shareholders.
24
Mr. Brown told Mr. Dinallo in February 2008 he was 25
a fiduciary and was against Mr. Ackman's plan for stacked 26

company? That's not the public interest. That's not what


an insurance regulator should do. That's not something that

Min-U-Script

Page 1294

PROCEEDINGS - GIUFFRA
the other side talks about the legislative history -- no
one. I will go through it chapter and verse.
So, then he goes on to say, that's 21.50 per share
in value, all of which belongs to the shareholders and is
untouchable by SF counter parties.
Going back to that December 23rd letter to the
Insurance Department, the failure to have any kind of back

stop, the situation where Mr. Dinallo thinks I have an


agreement with Mr. Brown, and Mr. Brown says no, it's not

put in writing. They are ignoring the guidance of the

National Association of insurance Commissioners.


Let's go on.
Then he says, therefore, the only way that MBIA

stock is less than 21.50 per share, is loss of muni


exposure, erosion of value to old Co., expenses dilution
that may occur upon capitalizing and then somehow, this is

the part that they are obviously concerned about, the


structured finance counter parties somehow pierce through

Insurance Co.'s corporate veil to get to the value of


National.
So, what do they say, your Honor? Pick your number
from muni losses. Sounds to me like the Federal government
is going to prevent any significant muni bankruptcies. We

have heard so much about the risk of muni bankruptcies.

If you actually listen to Mr. Dinallo, at his

NYS Supreme Court Reporters

(7) Page 1291 - Page 1294

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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That's fact. That's not a slogan. That's fact. Hard 5
fact.
6
Then, they talk about, they talk about, muni
7
pricing could be quite high for awhile. Hold Co. expenses
8
are small relative to the overall value, and then they say 9
Warburg, that's Mr. Kewsong Lee's I am not sharing, that's 10
his company that owns 30 percent, is not going to allow much 11
erosion to take place.
12
Okay. Now, this e-mail ultimately gets sent. 13
Goes all the way to the top, all the way to Jay 14
Brown himself, the guy at the top of the MBIA pyramid, the 15
very top of the pyramid. He reads it, he gets it. Thought 16
you might find this interesting. This is from Mr. Coulter, 17
who works at Warburg Pincus.
18
"Jay; FYI, Chris is a young friend of mine in the 19
debt investing business and a special situations company 20
founder of the funds called Coliseum Capital."
21
If you Google Mr. Mehta and MBIA, there are dozens 22
literally of situations where he is commenting on this 23
litigation, the Bank of America litigation, and he is a 24
close follower of this stock.
25
So, what does Mr. Jay Brown, the top guy at MBIA 26

deposition all he talked about there was this huge risk of


muni bankruptcies. If it was such a huge risk, why didn't
he look into it? Why did Mr. Buchmiller not look into it?

PROCEEDINGS - GIUFFRA
didn't do one. They didn't go out and hire some experts to

do a solvency review.
Now, let's put up the next slide. MBIA wrote a
brief to the Court. November 16, 2011. The entire
underpinning, indeed, the sine qua non of the approval
letter was the finding that MBIA would be solvent post

transformation.
Those words are actually not in the approval
letter. Section 1309 is not in the approval letter. We
will talk about how these folks didn't put the approval
letter up before your Honor. They tried to gloss it over.
Razzle dazzle. I want to focus on facts and law, facts and

law.
Now, Mr. Dinallo, at his deposition said, that the
Department's experts, that's his words, were very impressed
by Bridge and the scope of the work. That's what he said.

But, in real time, here is e-mails that we won't


put up now, indicating that Mr. Dinallo was very concerned

about Bridge and whether the information was stale.


During Respondent's case they didn't talk much
about Bridge. Mr. Buchmiller made it. That doesn't give

them a solvency analysis, some review done as of


September 30th.
Excuse me -- I meant Buchmiller. I apologize, your

Honor.

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someone on the outside could figure it out."
6
"Glad someone on the outside could figure it out." 7
He didn't write back an e-mail saying oh, no, 8
that's all wrong, completely wrong. He didn't say oh, you
9
know, tell Mehta he has it totally wrong. It's not what 10
this is about. It's about helping municipal issuers. He 11
didn't write that. What he wrote was, "glad someone on the 12
outside could figure it out."
13
Those nine words, your Honor, "glad someone on the 14
outside could figure it out," sum up why the Court must 15
annul this decision. Must.
16
Now, let's talk a little about solvency. Mr. 17
Steinberg will talk about solvency. That's a separate and 18
independent ground why this Court should annul this 19
decision.
20
And, I will put up before you, testimony,
21
testimony, from Mr. Moriarity, testimony from Buchmiller, 22
not affidavits, testimony, they didn't do so, solvency 23
review -- they said that by their own words.
24
They said it by their own words. They didn't do a 25
solvency review. That would have taken months. They 26

say? Nine words, okay. This is the whole case. It's


not an ellipses, it's not putting something up on a slide
that is a lawyer's written affidavit. This is real time.
A week after the transaction Jay Brown says, "glad

Min-U-Script

PROCEEDINGS - GIUFFRA
Now, let's put up the Department's answer. Your

Honor, we are going to spend a lot of time on the


Department's answer because it's a legally binding document.

Cases say it. They deny.


Then they say, the Department's determination of
MBIA Corp's post transformation solvency was based on the
definition of insolvency provided for in the Insurance Law

Section 1309. That's their answer. They are bound by it,


paragraph 87. That's what they told the Court. They said
that the whole determination on solvency was based on the

definition provided for in Section 1309.


But, there is nothing in the approval letter about
1309. It's undisputed, your Honor, that MBIA could not

have passed Section 1309 as a reinsurance test.


Now, the Department, your Honor, says well, even

though it's in the statute, this objective market based


test, we don't apply it. We just ignore the statute. It
doesn't matter.
Well, in fact, Mr. Steinberg will show you this
afternoon that's not true, that the Department does rely
upon the 1309 reinsurance test.
Let's talk about the earned surplus test, Section
4105. This is another important provision of the Insurance

Law that was glossed over.


They have no legitimate argument that there was

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ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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$1.1 billion in earned surplus at the time of the

1
2
transformation or before. That, it was somehow in some last
3
statutory filing.
4
They asked the Court to ignore two separate
5
opinions of the Insurance Department's general counsel. 6
Just ignore them. That defined the measurement date for
7
when earned surpluses exist. Instead, what they did, your
8
Honor was, they put up a letter -- Mr. Steinberg will go
9
into this in great detail -- a letter that's unsigned, and 10
we will go through the whole history of that letter. 11
We will go through what the important parts of that 12
letter say. I think, by the time, when you hear what the 13
real facts are, your Honor, you will be very, very 14
concerned.
15
Your Honor, what they essentially want to do is 16
take three illegal transactions that they couldn't do 17
together, they couldn't do the dividend, because there 18
wasn't enough earned surplus, they couldn't do the stock 19
repurchase, because there wasn't enough money, and this 20
reinsurance transaction, your Honor, Mr. Moriarity said, 21
they couldn't have done that, there wasn't enough money to 22
have them reinsure this business, but instead what they did, 23
your Honor was, they took MBIA Insurance's money, and they 24
used that money to sell MBIA Insurance reinsurance. 25
Now, in the history of New York State they can't 26

Petitioners-Giuffra
T3
When it was the third party money that was
brought in to do a reinsurance transaction.
That's not what happened here.
Let's talk a little bit about the errors, just
for a second. It's undisputed that the errors existed.
The other side says that these related to
hypothetical scenarios. But, your Honor -- let's put
up Exhibit 12. There was a $1.2 billion error, your
Honor, right on the face of the application.
That's not a hypothetical place. It was on
the face of the application. It was off by $1.2
billion.
The sentence says -- it, obviously, must be
important. You have seen stress testing mentioned in

dozens of contemporaneous documents.


"It was demonstrated by these tests, MBIA
anticipates that it could withstand additional stress
of approximately 3.2 billion in losses immediately
following transformation in addition to approximately
4.3 billion in statutory reserves on its balance sheet
while maintaining statutory surplus above the level

required by New York Insurance Law."


Then they say: "Thus, it is manifest that
MBIA will continue to be solvent and well capitalized

Page 1300

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cite a single case like this, not one, not one. This is not
third-party reinsurance like what happened with MBIA, and

the transaction engaged in with a fiduciary.


(Continued on next page.)

Min-U-Script

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Petitioners-Giuffra
following transformation."
That was not just some idle issue, this is not
an idle error. It's right on the face of the
application, right on the face of the application
itself.
But, you know, your Honor, now that you've
ordered -- and, again, we thank you -- the unredacted
Mr. Buchmiller memos. We'll go through in detail all
the different places where Mr. Buchmiller in real time

talked about the stress tests.


But Mr. Buchmiller -- just put up slide 13.
He's talking about the known unknowns and what the

future holds. Again, your Honor, all the risks of


those known unknowns is being put on the policyholders,
so $21.50 can get to the holding company. As Mr. Brown

said: "Glad someone on the outside do could figure it

out."
This man who was supposedly the fiduciary of

my clients and the other policyholders of MBIA


insurance.
"How bad or long will this recession be? Will

it become a depression?"
That's the kind of circumstances, your Honor,
where insurance regulator should put all the risk on
the policyholders so that the holding company can get

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ABN AMRO v.
DINALLO, MBIA
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May 31, 2012


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Page 1305

Petitioners-Giuffra
$21.50?
The basic principle of corporate law, which is

is -- "accepted MBIA's assumptions above, as they are

1
2
3
something, by the way, that Mr. Jay Goldin, who -- I 4
give these guys an award, an Academy award for 5
snippeting somebody's deposition.
6
He was talking about the whole idea that
7
creditors come before the owners of a company. It's
8
the most basic principle.
9
That's not what happened here. The
10
policyholders were creditors.
11
Now, what does Mr. Buchmiller say? How -- 12
MR. HOLGADO: You skipped a sentence. 13
MR. GIUFFRA: Okay: "The entire universe of 14
economists and pundits can't answer that one with any 15
certainty."
16
Okay. So at a time when no one knows what's 17
going to happen, no one knows all the risk that's put 18
on the policyholders, that's not what the New York 19
Insurance Law permits.
20
And, yes, this time it's the banks. Next time 21
it will be the homeowners, next time it will be the 22
injured people.
23
Then they had redacted: "How will that
24
translate into further losses?"
25
"Some of that answer is in MBIA's extreme 26

Petitioners-Giuffra
closer to the February 17 consensus than mine."
We'll show, your Honor, and our experts will
show you that that's not true.
"Again, what we know, not what we fear."
People don't buy insurance about what they
know. People buy insurance to deal with the
unexpected. That's why we buy insurance.
Then he says: "When a choice was available, I
opted for the most pessimistic scenario, for example,
Lehman stress case preceding CMBS and MBIA's stress and

extreme stress cases."


I think that's the end of his memo, so the
notion of this extreme stress test was not important to
Mr. Buchmiller, was not important to the New York

Insurance Department, is just simply belied by the


internal documents that were written at the time, as
opposed to some lawyer-written affidavit or what we
heard last week, which was largely lawyer argument,
unsupported and untethered from the facts.
Your Honor, we'll talk about it. You see
where it says Lehman stress test for CMBS -- that
Lehman stress test for CMBS is based on a June and July

analysis, an outdated analysis?


MR. HOLGADO: Your Honor, if I, may that's not

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Petitioners-Giuffra
scenarios."
This is just some irrelevant thing? Why did
they redact it, your Honor? Because it didn't help
their case. That's the rule of redaction that was
applied.
Let's go to the next document. This is Mr.

1
2
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6
7
Buchmiller at the end of his memo, all redacted. Your 8
Honor was the one who said no, policyholders should see 9
this.
10
By the way, we heard a lot about all the
11
process we got. Every single bit of discovery that we 12
got in this case was court ordered by either your Honor 13
or by Justice Yates, every single bit of it.
14
No one handed us the documents. We had to 15
fight and get every document that we got in this case, 16
fight and get it. People didn't hand it to us.
17
Then it goes: "...although personally more 18
pessimistic about the Federal regulatory and
19
legislative responses to the current financial panic 20
and economic downturn."
21
Okay, they're approving a transaction so
22
$21.50 goes to the holding company at a time when the 23
guy who did the review is talking about current
24
financial panic, current financial panic?
25
"I have for my purpose here" -- whatever that 26

Min-U-Script

Page 1306

Petitioners-Giuffra
the end of his memo. If he wants to read the next two
paragraphs, if your Honor wants to take note of that.
MR. GIUFFRA: I stand corrected. I made a

mistake.
THE COURT: I have it in front of me, so I
know.
MR. GIUFFRA: I don't have the whole memo.
It's near the end. I thank you.
THE COURT: Near the end.
MR. GIUFFRA: It was an important paragraph.
It was redacted.
There was a big discussion about materiality,
and Mr. Kasowitz put up a thing where I said, you know,

any information, or all information.


Your Honor, we'll go through -- I repeatedly
talked about materiality during my presentation. I
talked about what the law was on materiality, okay?

I guess I just didn't use, you know, "all


material information." One time I misspoke, and I
apologize.
But we have repeatedly made clear that the
error, obviously, has to be material. If there's a
typo, you know, in some document they gave to the
department, that's not a reason to overturn this.
But, your Honor, if there's a material error

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ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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Petitioners-Giuffra

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should be upheld, just one.
4
All the cases are to the contrary. If there's
5
a material error, the court has no choice but to annul. 6
That's the law. That's the law.
7
Now, let's look at what MBIA's own expert, Mr. 8
Buttner, said. He's their expert. He is here
9
accounting expert.
10
You haven't heard much about Mr. Buttner. 11
He's asked in this section about the errors and the 12
deferred tax error.
13
You know what? Why don't we put the whole 14
slide on, 361 and 362. Just put the whole thing on 15
there, just so there's no question.
16
There's a discussion. This is the section
17
where they're talking about the calculation of the 18
under the extreme stress test, and deferred tax asset. 19
The issue we've been talking about.
20
Let's go all the way down to the bottom. What 21
was the impact of it? That's what I don't recall.
22
Then next go to the next page. Then he says: "It 23
certainly took the number from a positive to a
24
negative."
25
Your Honor, we have shown you that last week, 26

in materials given by MBIA to the department, I'd like


them to cite one New York case that says that decision

Page 1309

Petitioners-Giuffra
former government official, doesn't work for the
Insurance Department years after the fact can come in
and say, oh, no, it would not have changed my decision.

They can't cite a single case where a material


error was washed away because somebody was involved in

a government review years later said, oh, it wouldn't

have changed my decision. Not one.


They're asking your Honor to break new law,
like much of what they're asking your Honor to do.
And the law on materiality, which is something
your Honor applies all the time, would it have changed

someone's decision? Would it have changed the


decision?
That's not materiality. The standard for
materiality in case after case; First Department in
this Swersky case: "So obviously unimportant, that
reasonable minds could not differ on the question of

its importance."
Continental Casualty. This is a fraud case.
New York Court of Appeals.
"This was not a temporary condition or a
matter so trivial, that it might not have affected the
disposition of the application."
Then this Rachmani case, Court of Appeals.
We'll give you all the cases and give you all the book

Page 1308

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number went from positive policyholder surplus to 3
negative policyholder surplus. That's what Buttner
4
says at page 362, MBIA's expert.
5
He says: "It certainly took the number from a 6
positive to a negative for $500 million. So, yes, I 7
consider that a material impact."
8
MR. KASOWITZ: Your Honor, I just want to note 9
there was an objection before that answer, if he'd read 10
it for the record.
11
MR. GIUFFRA: I'm happy to read. Go back. 12
That's fine.
13
"Object to form."
14
Okay.
15
MR. KASOWITZ: Could you read the question and 16
then the objection, please.
17
MR. GIUFFRA: "Do you recall it being a 18
material impact?
19
"Object to form."
20
Then his answer is up there: "It certainly 21
took the number from a positive to a negative for 500 22
million. So yes, I consider that an entirely impact." 23
Now, your Honor, the standard for materiality 24
is not -- let's put up the next slide -- is not whether 25
some former government official, Mr. Buchmiller, a 26

maybe about a week so ago. We showed you how the

Min-U-Script

Petitioners-Giuffra
on it. I think I have one I could hand up, your Honor

(handing). This is another one of ours.


MR. HOLGADO: Could I have one.
MR. GIUFFRA: Of course. You can both have
one. This is one of our books.
(Document handed to the court and counsel).
MR. GIUFFRA: Materiality, though, your Honor,
is not something that somebody after the fact says it
wouldn't have changed my decision. That's not the

standard. That's not the standard.


Your Honor, as we have said all along -MR. GIUFFRA: Mr. Holgado, can you read the
cases tonight?
MR. HOLGADO: I just want to know if these are
Article 78 cases.
MR. GIUFFRA: I don't know the answer to that
question, but we'll answer it.
The issue, your Honor, is that -- I know you
think it's funny, but the answer, your Honor, is you
have to apply materiality standard. We have an error.

Their own expert says it was material.


The only defense they have is that somebody
comes in who doesn't work for the government anymore
and says, oh, it wouldn't have affected my decision, in

an affidavit.

NYS Supreme Court Reporters

(11) Page 1307 - Page 1310

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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hadn't even spoken to MBIA about the error.
3
In fact, I'm told that Byrne, your Honor,
4
which is on this -- Byrne. Your Honor, I would commend
5
this case to you. I think it's a great case for us.
6
I've read it, and it's a First Department case from
7
2004.
8
The court in that case annulled an agency
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approval that was based on false certification. It was 10
an Article 78 case, even though the agency had argued 11
that the false certification was insignificant because 12
the work had been completed.
13
And the court said that the agency had no 14
discretion to decline to revoke the approval, quote, 15
"where the owner has falsely certified that the code 16
compliance work has been completed."
17
This is a case, your Honor, that is very close 18
to this case, Article 78, and it deals with the whole 19
issue of providing erroneous information to a
20
government agency, and in that case the agency was 21
taking the position it wasn't significant.
22
That's not what the First Department said. 23
Your Honor, in this case -- it's at page 267 they
24
say -- I will actually read it for the court. Page
25
267. It's tab 5, your Honor, from the book that we're 26

By the way, when Mr. Buchmiller said that, he

Petitioners-Giuffra
its attendant benefits, even if it has never performed

the renovations promised."


MR. KASOWITZ: The agency opposed this. The
agency opposed it, and the court in that case, the
First Department, agreed with the lower court that the

determination to decline to revoke the C/O was


arbitrary and capricious and had to be annulled.
MR. HOLGADO: Your Honor, before we move on, I
think Mr. Giuffra should also read to your Honor the

paragraph on page 266 beginning "Second."


MR. GIUFFRA: You know, your Honor, this is
argument. He'll have his chance next week. I don't
want to sit here.
MR. HOLGADO: I think it's particularly
significant in this case that the case is so good, he's
saying, I think the statute at issue and the need to
comply with them certainly are a relevant part of the

statute, but there is also this sentence at page 266


which says: "In light of the undisputed fact that none

of the required work" -- there was a false


certification, your Honor, that all of it had been
completed, but there is an undisputed fact in this
particular case that none of it had been, that nothing

had been done. So I think that's noteworthy.


THE COURT: I will note your comment about

Page 1312

Page 1314

Petitioners-Giuffra
giving you.
MR. HOLGADO: Tab 6.
MR. GIUFFRA: Excuse me. Page 5, tab 6. It
says: "Assuming these criteria are met, we do not

Petitioners-Giuffra
that why don't you speak about it further when you
reply. Thank you.
MR. GIUFFRA: Our point is a much more simple
one. There is a material error. What they say is,
well, we can rely on Mr. Buchmiller's assertion in the
affidavit that it wouldn't have changed his decision,
and there is no law that supports that proposition.
It's wrong as a matter of materiality law, and there is
no Article 78 case that supports that.

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dispute that the BSA" that's a government agency -- "in
6
the exercise of its discretion, might properly decline 7
to seek revocation of an improperly issued certificate
8
of occupancy" -- it's dealing with an architect
9
situation -- "in circumstances where the violations 10
were relatively minor and the owner is shown a
11
willingness to correct the problems.
12
"However, since circumstances are not present 13
in this case where the owner has falsely certified that 14
the code-compliant work has been completed, has failed 15
to do the required work for a substantial period of 16
time, despite notices from the DOB, and has continued, 17
even at the BSA stage, to deny and must comply with the 18
narrative statement process outlined in the Loft Law." 19
"As the motion court recognized, to sanction 20
such a policy would provide incentive for unscrupulous 21
owners to file whatever papers are necessary to obtain 22
a certificate of occupancy, regardless of their
23
accuracy, secure in the knowledge that so long as the 24
renovations required are possible to do, the owner will 25
be able to retain the certificate of occupancy and all 26

Min-U-Script

Now, we have said all along that if MBIA wants


to reapply with current information, with the current

accurate application, they can do so.


THE COURT: Well, I don't think that's really
the point.
MR. GIUFFRA: Your Honor, they're not writing
insurance right now. The money is just basically money

in a bank account. That's what you're dealing with


here, whether the wheelbarrow pushes the money, as Mr.

Brown said, just pushes it back across the bank vault.


This is not a case where they're out doing a lot, where

there is -- where there are big issues.


This is a material error, their own expert
says it's a material error.
Now talking a little bit about Mr. Buchmiller,
if you look at the documents written contemporaneously,

NYS Supreme Court Reporters

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ABN AMRO v.
DINALLO, MBIA
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it's a preliminary conclusion. That preliminary
conclusion did not support a finding of solvency.
That preliminary conclusion did not support a

push the button for the most current information, they


would have known that there was $2 million more losses

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2
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finding that the transaction was fair and equitable as 5
required by the Insurance Law.
6
Mr. Buchmiller himself in contemporaneous 7
e-mails admits that looking at three transactions in
8
detail was not a sufficiently large sample size.
9
These folks said, oh, no, he looked at a lot 10
more transactions, and he saw that they are all the 11
same.
12
Your Honor, I guess they haven't read Mr. 13
Greenspan's expert report because he explains those 14
other transactions were not all the same, and the 15
record is very, very unclear as to what Mr. Buchmiller 16
did, other than, you know, counting a few numbers and 17
seeing that they added up.
18
There is no evidence in this record that he 19
did some sort of keep analysis of the other
20
transactions.
21
The other ones in his file memo, he said
22
looked it, and said he reviewed was a company that had 23
13 money structured products, 1300. Billions and 24
billions of dollars.
25
And, you know, at a minimum, there's a factual 26

Petitioners-Giuffra
in the second RMBS.
Now, this is not about us second-guessing the
model. This is about -- it's not about black boxes and

blue boxes and green boxes.


It's about what information was put through
MBIA's model, and the information they put through
MBIA's model was stale information, and the new
information post the financial crisis was available.
Your Honor, if you think about it, in the last

50 years was there ever a time when it was more


important to use current information than in February

2009? I say not if someone was doing a financial


analysis.
The fourth quarter of 2009 was a time of
massive financial uncertainty. Mr. Buchmiller says
that in his contemporaneous documents.
Now, Mr. Kasowitz indicated that Mr.
Buchmiller was imbedded within MBIA, that he could look

at whatever he wanted. That's what he said.


The question, your Honor, is, why did MBIA
keep the September 2008 Lehman report that they made
$3.75 million from Mr. Buchmiller, when one of the CDOs

on that that was looked at was Broderick III, which was

Page 1316

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issue as to what he did or didn't do and the
significance of that, but, your Honor, it's also, your
Honor, the whole question of Lehman Brothers, not the
Lehman report on the CDOs, but the Lehman Lehman CMBS

analyses. Mr. Buchmiller -- MBIA's analyses were based

on the June/July Lehman publicly available research.


Lehman came out with a much more negative view

in September, and it wasn't reflected in MBIA's


analyses, and the financial crisis was hidden.
An even more important point, your Honor, much
more simple: What did Mr. Greenspan do? What Mr.
Greenspan did was he said, okay, what information was
available to Mr. Buchmiller with respect to the second

lien RMBS?
You saw the document where Mr. Buchmiller said

I'm looking at the 8 and not the 12. I'll look at the
August numbers, not the December numbers in 2008 that
were available, notwithstanding the fact that the world

had basically gone haywire in the fourth quarter of


2008?
What Mr. Greenspan did was he applied MBIA's

modeling, and he just ran through the more current


information. That's all he did.
He came up with losses that were $2 million
higher. So the point is if Mr. Buchmiller had said

Min-U-Script

Page 1318

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the only CDO he did a deep drive into?
They knew, Mr. McKiernan and the other senior

executives, that Mr. Buchmiller was focused on


Broderick III. They knew that. They talk about that

in their depositions.
But they never told him that they had a report
showing that Lehman Brothers had much higher losses.

Now, Mr. Kasowitz made the point, oh, who


cares about a bankrupt Wall Street firm? That's how he

described Lehman Brothers.


Well, the team at Lehman Brothers was
described by MBIA in real time as the A team, and after
Lehman Brothers went bust, the Lehman Brothers A team

went over to Barclays.


Obviously, they could have gone to another
investment bank, but they kept using that Lehman A

team.
There's no evidence before your Honor, none
other than lawyer argument, that Lehman Brothers did

not provide its best estimate as to the likely losses


on the 15 CDOs they studied.
MR. KASOWITZ: I object to that, your Honor.
We have testimony, and we have seen it and argument
that this is not for commutation purposes, not for risk
of losses purposes, so he can make whatever arguments

NYS Supreme Court Reporters

(13) Page 1315 - Page 1318

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


Page 1319

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he likes, but to say there is nothing in the record
about it just isn't correct.
MR. GIUFFRA: What's in the record, your
Honor-MR. KASOWITZ: I'm just noting my objection.
I'd love to hear his argument, but just to say there is
nothing in the record is just a misinstruction of what

the record shows.


MR. GIUFFRA: Your Honor, what's in the record
is Mr. McKiernan after the fact, when he's shown the

Lehman report, and he has to come up with an


explanation for why he didn't show it to Buchmiller, he

says, oh, it was it done for commutation.


My points is different. My point is there is
nothing in the record indicating that Lehman Brothers
did anything other than come up with its best numbers.

There is no indication in the record -MR. KASOWITZ: Your Honor, I don't mind the
argument. That's fine. But there is an engagement
record -- there is an engagement letter that's in the
record that talks specifically about what the purpose

of this is.
Now, if he wants to make argument, that's
great. I'd just as soon sit down and save it for a
couple of minutes of rebuttal, but just not to

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Lehman helped in that process and confirmed

what MBIA thought in terms of the worst CDOs.


Now, it makes no sense that Lehman Brothers
purposefully came up with high numbers so that they
could go to a counterparty and say, you know your
losses are not going to be 500 million. We did some

analysis. They're going to be a billion dollars.


What's the counterparty going to say? I want
more money to settle, not less.
It makes no sense. Again, there is nothing in
the record indicating that Lehman did anything other

than its best job, nothing.


All you have is them making argument and
speculation. In the end you're still left with the
basic question, your Honor: If Mr. Buchmiller was
imbedded, and they were fully transparent with him, and

they knew he was looking at Broderick III, this is not


just some data point that's out there. You heard a lot
about, oh, they knew that other people had black boxes

with higher numbers.


But this was specifically an analysis by a
very respected firm of the very CDO that Mr. Buchmiller

was looking at. The very CDO.


MBIA has no answer for two stubborn facts:
That in December, when they had to make the decision

Page 1320

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misconstrue the record. That's all I'm asking.
We have an engagement letter that very
explicitly he sets forth what the purpose of the

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engagement was. So I want the record straight on that.
5
MR. GIUFFRA: Your Honor -6
THE COURT: Thank you.
7
MR. KASOWITZ: Thank you, your Honor. 8
MR. GIUFFRA: We'll put the engagement letter 9
in, your Honor. What the engagement letter says is 10
they were getting paid $3.75 million to do this
11
valuation. We'll put the valuation in front of your 12
Honor.
13
My point, which Mr. Kasowitz doesn't seem to 14
want to hear, is there's nothing in the record
15
indicating that Lehman somehow highballed the losses, 16
that they did anything other than their best job, okay? 17
They were asked to value these securities, 18
tell us what the losses were going to be. There is no 19
indication that they somehow highballed.
20
Let's think about the logic of this. They say 21
they were using this information for commutations. The 22
evidence, your Honor, from Mr. McKiernan was they 23
wanted to identify which were their worst CDOs so that 24
they could prioritize them and decide which ones they 25
should try to sell.
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Min-U-Script

Page 1322

Petitioners-Giuffra
are we going to pay money to commute these policies,
pay hundreds of millions of dollars, make a business

decision. That's right when the application is


pending.
What numbers are they relying on when the
executives are making business decisions? They're not
relying on the MBIA numbers. They're relying on the

Lehman numbers, which were then Barclays.


That's the numbers they were relying on to
make important business decisions. But they wanted the
department to rely on their own numbers because they

were lower.
If you look at everything in this case, your
Honor, MBIA, the information that wasn't shown to Mr.
Buchmiller or when he wasn't told it was updated, or he

didn't know about the other Lehman report, all that


information would have resulted in higher losses. It

all went in one direction.


In addition, Mr. Buchmiller himself, when he
was deposed, said it's something he would have liked to
have known about, so he could decide whether it was

relevant.
If Mr. Buchmiller was some super-expert in CDO
modeling, they would have made the argument to Mr.
Buchmiller, hey, we got this report. We paid $3.75

NYS Supreme Court Reporters

(14) Page 1319 - Page 1322

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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this is not something you should rely upon.
4
They didn't give him that choice. They made 5
the choices for him.
6
Your Honor, I'd like to just talk for a second
7
about what's sort of a side show in this case. That's 8
the so-called put-back litigation against Bank of
9
America.
10
Mr. Kasowitz at the hearing we had with Judge 11
Sullivan said that was not relevant to this case. But 12
the put-back case is a case that Judge Bransten is 13
handling. It has nothing to do with this case and is 14
nothing more than an attempt to just throw things 15
around the courtroom.
16
What are the facts? The facts are that the 17
Bank of America bought Countrywide in early 2008. It 18
bought Merrill Lynch, I think, in September 2008 as the 19
financial crisis is going on.
20
So the policyholder here, your Honor, is
21
Merrill Lynch. They have no pending put-back claims 22
against Merrill Lynch.
23
Let's talk about Societe Generale. Societe 24
General is a French bank, it has been doing business in 25
the United States since the 1930s, literally.
26

million for it. We relying upon Barclays' numbers to


decide whether to do settlements. But we think that

T4

PROCEEDINGS - GIUFFRA
MR. GIUFFRA: Even if the Court disagreed with us on

every single one of those things and said okay, you know,
they didn't have to do a solvency exam, the earned surplus
test, they should somehow pass. No indication they did.

The structure was not fair and was inequitable.


We still think you can't rule against us because we
think you must hold a trial to deal with all the fact issues
surrounding, among other things, Mr. Buchmiller's review,
what he looked at, what he didn't look at, what he saw, what

he didn't see.
Our point, your Honor, is that you can rule for us
on the law, and on what, I think, are disputed facts largely
on their side, and this is not an approval that we think can

be upheld.
This might be a good time for me to take a little

bit of a break.
Is that okay?
THE COURT: Sure. Why don't we take about ten
minutes?
MR. GIUFFRA: Thank you.
(Recess taken.)
THE COURT: Okay.
MR. GIUFFRA: Thank you, your Honor.
I am going to now talk about the Insurance Law and

the key provisions that are relevant in this case.

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thought that it had protection under the New York 3
Insurance Law, and they have no put-back claim against
4
Societe Generale.
5
Societe Generale has 1600 employees in New 6
York, more than four times as many as MBIA. They have
7
a right to have the law enforced fairly and equitably 8
as to them. So, this is side show, and we shouldn't
9
talk about it anymore.
10
Your Honor, we think the court can rule for us 11
on the undisputed facts: Failure to do a solvency 12
exam, the failure of the unearned surplus test, the 13
fact that the structure is completely unfair and
14
inequitable, the failure to have any protections for 15
left-behind policyholders.
16
What this was all motivated by was to get 17
$21.50 to the holding company, which was contrary to 18
the Insurance Law, the material errors that they've 19
admitted to. We think each one of these is a separate 20
and independent ground for annulment.
21
(End of take 3)
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(Continued on next page)
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It came and it bought insurance from MBIA. It

Min-U-Script

PROCEEDINGS - GIUFFRA
One of the arguments that was made by MBIA's
counsel was that the Superintendent had an interest in
promoting the insurance industry generally, and insurance

markets, and then he went on to talk about the public


interests in sort of the municipal bond market and future

municipal bond issuances.


I think that misses the point, your Honor. The
point, your Honor, is that there is nothing in the Insurance

Law, in fact, all the law is to the contrary, suggesting


that the Superintendent can take an action that's adverse to

policyholders to promote some favored issuance in the


financial markets, such as municipalities in Alabama or

Texas.
There is nothing in the Insurance Law that says
that the Superintendent can favor holders of municipal bonds

or future holders of municipal bonds at the expense of

policyholders.
Again, your Honor, the case is really, ultimately
is one about policyholders versus the owners of insurance
companies. That's an issue that I will talk about in some

detail, that the Insurance Law, the State legislature has

focused on quite a bit.


Now, Superintendent Dinallo repeatedly recognized

that the Department's primary duty was to protect


policyholders. I put up first the annual report. I am

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ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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not going to do that again -- but briefly put up slide 3 --

no, slide three.


Here is a letter from Mr. Dinallo in February 2008
to the U.S. Congress, and it's about Financial Guarantee

Insurers and he says, as a regulator the New York


Department's primary interest, primary interest, is to
protect policyholders who have insurance contracts with

FGIs.
Superintendent Dinallo was telling Congress the

primary interest is to protect my clients and other


policyholders at MBIA Insurance.
Let's put up slide 4.
Superintendent Dinallo, May 2009, he is talking
about, this is in connection with a settlement of a case,
and he said, consumer protection has been at the heart of
the Insurance Department's mission since William Barns was

named the first Superintendent 150 years ago.


That, your Honor, is PX 644. The prior document,
the letter to Congress, was PX 891. So, it's PX 891, PX

644.
Put up slide 5.
This, your Honor, is another statement by Mr.
Dinallo. This is PX 924, February 3rd, 2010.
He is talking about what his job was as
Superintendent of Insurance. He says that his job was to

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of websites -- the NYID, the NAIC. It did so in a cropped

fashion -- ellipses.
Put up, let's put up number 7.
Here is the NAIC website. This is, you can go into
this website from the New York Insurance Department website

and the NAIC says -MR. HOLGADO: Could you note the date of this
please?
MR. GIUFFRA: 5/7/12.
It says, our primary goal is to protect insurance
consumers, which we must do proactively and aggressively.

Then it says, we also recognize the consumers, as well as


companies, are well served by efficient market oriented

regulation of the business of insurance.


Now, let's put up number eight.
This was a document that Mr. Kasowitz showed your
Honor. He only showed you half of the page. That was the

discussion about, up at the top they talk about our mission


and protecting the public interest -- I think your Honor may

recall that from last week -- and promote competitive

markets.
But, down further in the same document that Mr.
Kasowitz showed you, it says, it's hard to imagine anyone
can disagree with this, it's just such an elemental part of

insurance regulation, the State regulator's primary

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protect policyholders. This is in connection with the AIG
situation, which was a large focus of Mr. Dinallo's activity

in 2008, in the fourth quarter.


MR.HOLGADO: Can you read the rest of that?
MR. GIUFFRA: I will. I plan to.
He talks about how he represented the Department at
meetings with the Fed and the Treasury, and then he says --

MR. HOLGADO: Can you read what it says?


THE COURT: Wait. Let him finish it, and he will
read it. He said he would.
MR. GIUFFRA: That led to the Fed rescue of AIG.
Of course, everything may not have been handled perfectly,

but we believe then, that we were staring into the abyss.

Then he says, my role was to make clear that


whatever happened with AIG's parent company, policyholders

and the funds set aside to pay their claims, would be


protected.
So, Mr. Dinallo understood, and that's consistent
with the testimony of Mr. Moriarity, it's consistent with
the four Superintendents that we put forward as experts,
everyone who has been an insurance regulator in New York has

understood the reason why this Department was so respected


was because it was focused on policyholder protections, not

holding companies.
Now, your Honor, MBIA's counsel showed you portions

Min-U-Script

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responsibility is to protect the interest of insurance
consumers.
Let's, your Honor, talk a little bit about the law.
MBIA did not put up a single slide with the law in it. The

State Respondents put up one.


Let's put up slide number 7.
This, your Honor, is a critical provision that your
Honor must interpret in this case. This is Section 4105,

the so-called stop sign test, to use Mr. Steinberg's


analogy.
"No domestic stock property casualty insurance
company shall declare or distribute any dividend to
shareholders, except out of earned surplus." That's been

the law for more than 100 years.


Mr. Steinberg will talk this afternoon about why
that provision, that stop sign provision, was not complied
with here, or why that is an independent ground for your

Honor to annul this decision.


Let's put up the next slide, ten. This is another
provision.
This is the provision that says that if you do a
stock repurchase, it must be reasonable and equitable.
That's what the statute says -- "reasonable and equitable".

That was enacted in 1965 and that the point in


1965, you couldn't even do a stock redemption. The law was

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ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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regulation.
7
Let's put up slide 11.
8
This is the -- I will spend a lot of time, your
9
Honor, going through why this provision was put in place and 10
its legislative history. Something no one has talked about 11
in the courtroom.
12
That's the provision that was enacted in the 13
Holding Company Act in 1969 after a commission, called the 14
Reibenhausen Commission, which was put in place by Mr. 15
Stewart, who was the then Superintendent under Governor 16
Rockefeller, he is one of our experts, it was put in place 17
to protect policyholders from the activities of holding 18
companies.
19
That statute says, in plain and simple terms, 20
transactions within a holding company system to which a 21
controlled insurer is a party, shall be subject to the 22
following, and the terms shall be fair and equitable. 23
Down at the bottom it says, the Superintendent, in 24
reviewing transactions pursuant to subsections D and E 25
hereof, shall consider whether they comply with the standard 26

changed to allow stock redemptions, and now it can only


occur if they are reasonable and equitable because those
transactions present a serious risk of a conflict between
the interests of a holding company and the policyholders,
which is, we have shown, is the primary focus of insurance

PROCEEDINGS - GIUFFRA
was put in place to deal with Financial Guarantee insurers.
So, these are all separate statutory provisions adopted by

the legislature.
There is no provision that says that one is more
important than the other. There is certainly no provision

that says your Honor can ignore any of them.


And this provision says, that a Financial Guarantee
Insurance Corporation can't conduct business unless it has a
certain amount of money, two million five hundred thousand

dollars, and then it says, it shall, at all times


thereafter, maintain a minimum surplus to policyholders of

at least $65 million.


When you look at the provision, dealing with 4105,

and the language in the approval letter, which we will


get to, they don't deal with the stop sign in the approval
letter, but they do talk about policyholders' surplus and
supporting rights. But, that's what the statute says.

Now, let's put up slide 13.


During this proceeding, counsel for the Department

said, solvency is the only test that matters. The only

test that matters. There is no support for that.


There is no support for the notion that the fair
and equitable provision should just be ignored. The words

are different. Fair and equitable is not the same as


solvency. I showed your Honor 1309, which is the solvency

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may adversely effect the interests of policyholders. 4
Now, I would like to put up another provision, 5
1309. This is the solvency provision that Mr. Steinberg
6
will talk about later this afternoon.
7
This is a very important provision. It's been in 8
the statute for more than 100 years.
9
Now, this statute lays out a test for solvency. 10
There are two parts to the test. It says that whenever the 11
Superintendent finds that, from a financial statement or 12
report on examination, that an authorized insurer is unable 13
to pay its outstanding lawful obligations as they mature in 14
the regular course of business, as shown by an excess of 15
required reserves and other liabilities over admitted 16
assets, and then the key language, the key word which people 17
were glossing over, or -- that's what the legislature put in 18
place -- or, by its not having sufficient assets to reinsure 19
all outstanding risks with other solvent authorized assuming 20
insurers, after paying all the accrued claims owed such 21
insurer, shall be deemed insolvent.
22
That's what the statute says.
23
Now, let's put up slide 13 -- let's go back to the 24
previous slide.
25
This is the separate provision, 6902(b)(1). This 26

set forth in subsection A, among other things, that the


terms are fair and equitable, and whether the transaction

Min-U-Script

PROCEEDINGS - GIUFFRA
statute.
So, what the Department would like to have your
Honor do is adverturize, not look at all the provisions of

the statute that must be applied here.


Now, let's put up 14. In their surreply
memorandum, your Honor, the Department said Superintendent

Dinallo concluded the terms of the transformation -- let's

not limit. The transformation and its reinsurance


components were fair and equitable within the meaning of
Insurance Law 1505. That's at page 34, I believe -- 31.

I apologize, your Honor.


They cite for that Mr. Dinallo's affidavit, written
in 2012. They don't cite, they don't cite the approval
letter. They don't cite some law. They don't cite a
general counsel point. They cite Mr. Dinallo's affidavit,

written when he is no longer a Superintendent.


Then, they say -MR. HOLGADO: We cite a couple of things there,
Bob.
MR. GIUFFRA: Then they say, for the same reason,
Mr. Dinallo also concluded the share redemption was fair and

equitable within the meaning of the Insurance Law 1411.

After the dividend, MBIA Corp would maintain


sufficient, sufficient surplus to support its obligations
and writings, close quote, under Insurance Law 4105.

NYS Supreme Court Reporters

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ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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We, looking at the statute and those words all
7
policyholders, would be a notion such that their claims 8
would be paid as they came due. That's not this statute, 9
those exact words. That's not the solvency test of 1309. 10
I mean, essentially your Honor, they are playing a 11
little bit of a shell game. They are ignoring the statute, 12
and asking your Honor to basically view five separate 13
provisions of the Insurance Law, enacted at different times, 14
to all mean the same thing.
15
Now, let's look at 15.
16
Then, they have another one in their brief at page 17
44. Superintendent Dinallo determined that the
18
transformation would be fair and equitable to MBIA Corp's 19
policyholders, within the meaning of 1505, as long as after 20
the transformation all policyholders were in a position such 21
that their claims would be paid as they came due. 22
Mr. Dinallo's affidavit was written after he was 23
outside of the Insurance Department. It's not in the 24
approval letter even. Those words don't appear in the 25
approval letter. They appeared in an affidavit that was 26

Now, essentially what they are saying, your Honor,


this notion of all policyholders would be in a position such
that their claims would be paid as they came due, that
covers everything. That covers fair and equitable, covers
reasonable and equitable, covers may adversely effect.

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PROCEEDINGS - GIUFFRA
So, let's put up slide 13.
Your Honor, equating fair and equitable with
minimally solvent, and your Honor, that's without doing a
solvency exam by their own admission, and without being able

to satisfy the 1309 reinsurance test.


MR. KASOWITZ: Just -- I am just going to object to
"by their own admission". It's to the contrary in the
record.
MR. GIUFFRA: I guess the position is now there was
a solvency exam. We will talk about that later this
afternoon, your Honor.
But, the statutes in New York make it quite clear,
this is New York Statutory Law Section 98, that the Court
must harmonize all parts of the statute with each other.
You have to look to the general intent of the whole
statute and its effect and meaning if possible must be given
to the entire statute and every statute and every part and

word thereof.
Might be a typo -- not sure.
So the point, your Honor, is that a basic principle
of statutory construction is that if you have five statutes
that are applicable here, and we showed them to your Honor,

they all mean the same thing -- that's nonsense. That's

not what the law is.


In fact, the First Department has made it quite

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write the affidavit.
7
That's the interpreter saying that's the
8
interpretation of the Insurance Law that your Honor should
9
follow.
10
Slide 16 talks about, I don't need to retain an 11
outside advisor to do a review, to deal with this question 12
of ability to pay claims as they come due. That's not the 13
standard for solvency under 1309, as Mr. Steinberg will make 14
quite clear.
15
Your Honor, the problem with the Respondent's 16
position is, they want you to adopt a rule that essentially 17
says that fair, reasonable, equitable, essentially mean 18
well, as long as we think they would have money to pay 19
claims as they come due, they all mean the same thing. 20
And, it's the most basic position of statutory 21
construction, which is that the Court cannot interpret 22
Insurance Law in a way where one provision is deemed 23
superfluous of another provision. Your Honor has to 24
interpret each provision of the law and give effect to each 25
provision of the law.
26

written, an affidavit that was written -- and we will talk


about why that affidavit was written -- after the fact.
Not only after the fact, after we had been trying to take
Mr. Dinallo's deposition and they tried to buttress their
case, and they got Mr. Dinallo, in private practice, to

Min-U-Script

PROCEEDINGS - GIUFFRA
clear, citing New York Statute 98, that it's a fundamental
principle of statutory construction that effect and meaning,
if possible, must be given to the entire statute and every

part and word thereof.


Let's turn to the next slide.
Now, in New York, your Honor, repeal of a statute
by implication is distinctly disfavored in the law. But
here, if you can go back, Roger, to the slide that shows all

the statutes again -- if that's possible? Just the one


that has the long one page.
We have, each of these provisions of statute are
relevant to this case. They were enacted at different
times. 1309, as I said before, goes back more than
100 years.
The earned surplus test goes back many, many years.

The stock redemption provision was added more

recently.
1505, your Honor, was adopted in 1969, and I will

talk about the circumstances surrounding 1609.


MR.HOLGADO: I have to object to this slide. I
think he showed it earlier too. I mean, the way he is
characterizing 1505 is simply wrong. He should show you the

statute which says, the Superintendent shall consider


whether the transaction may adversely effect the interests

of policyholders.

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ABN AMRO v.
DINALLO, MBIA
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PROCEEDINGS - GIUFFRA
Does not say the transactions may not do so.
MR. GIUFFRA: Your Honor, I can't imagine that the

PROCEEDINGS - GIUFFRA
reasonable and equitable.
Separate tests, separate statutes, separate
requirements -- can't mean the same thing.
Then, they talk about the statute and cite 1505

1
2
3
Department is taking a position now that the transaction 4
would be, that's approved by the Superintendent, can be fair
5
and -- unfair and inequitable to policyholders.
6
THE COURT: I think all that he was saying, that 7
wasn't an exactly correct statement of what 1505 is. Sort
8
of paraphrasing, which I can see, and I assure you when I
9
look at that statute, I will not look at this slide, but I 10
will look at the Insurance Law.
11
MR.HOLGADO: Thank you, your Honor.
12
THE COURT: I think that was your only point. 13
MR.HOLGADO: I think you put it very charitably, 14
your Honor, but that was my point.
15
THE COURT: That's my job. So, I just wondered, 16
sorry to interrupt you, you still think I can write this in 17
five pages? I will have to write real small -- smaller than 18
Mr. Holgado.
19
MR. GIUFFRA: Depends on which way you go, your 20
Honor.
21
I think the point that we are making, each one of 22
these provisions have to be given effect, and our point, 23
your Honor, I think it shows the fallacy of the other side's 24
legal position -- they can't all mean the same thing. They 25
just can't.
26

(d)(2), which requires that the terms of the reinsurance


agreement shall be fair and equitable and may not adversely

effect the interests of policyholders.


So, your Honor, one cannot interpret the statute by
ignoring other provisions, even by their own admission.
Now, let's look at the Department's own regulation,
108. It talks about in connection with, quote, affiliated

transactions or transactions where the transferor is


insolvent or impaired, the transactions shall not be
approved unless it eliminates the impairment or insolvency.
That's focusing on an impairment or insolvency and
if done between affiliates or members of the same holding
company system -- there is no question these transactions
were done among affiliates or members of the same holding

company system -- they have to be fair and equitable.

That's what it says.


So, you can't just say that you focus on, you know,
sort of your own construction, you know, we determine, may

pay claims when due over the next 50 years.


Now, let me show another slide, 14. This is a
case, your Honor, that the Department put up.

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2
They would be a nullity. It would violate the basic 3
principle of statutory construction. Each statutory 4
provision must be given effect.
5
Now, in fact, your Honor, MBIA itself and the 6
Department have indicated these statutes are different. 7
They are not all the same.
8
Let's put up their application. In the application
9
they said you have to decide whether the reinsurance 10
transaction is fair and equitable, and there is a discussion 11
of solvency, then the best interests of the policyholders 12
and then whether the dividend leaves sufficient surplus to 13
support its obligations in writing and whether the share 14
redemption is reasonable and equitable.
15
So, they are not saying you just have to find well, 16
will they be able to pay claims when they are due based on 17
some one person exam done by Mr. Buchmiller. They are 18
separate provisions and they are recognizing that. 19
MR.HOLGADO: Can you make clear who the "they" is? 20
That's from MBIA's application, correct.
21
MR. GIUFFRA: A-hum, absolutely correct. 22
Then, Exhibit B talks about standards of approval 23
to include that MBIA quote, will retain sufficient surplus 24
to support its obligations in writing following payment of 25
the requested dividend, and that the stock redemption is 26

That would render each of the provisions nugatory.

Min-U-Script

PROCEEDINGS - GIUFFRA
You probably remember seeing this Kurscic's case,
Court of Appeals decision from 1980. You would think, your

Honor, that was a case that supported the Department's


position the way they were trumpeting it to the Court.

But, your Honor, in fact, your Honor, in the


Department's recitation of this case they left out some
pretty important things. That was the case dealing with

the interpretation of Insurance Law provision 671.


MR.HOLGADO: What are the ellipses for, Bob?
MR. GIUFFRA: We will get the whole case.
THE COURT: I will make you happy. I ran the whole
case out of the computer yesterday. I have the whole thing
without any -- and I just remind you, so you don't have to

get up every time. If I am going to cite a case, I tend to


read not just what you cite, but also what the case says

completely.
MR.HOLGADO: Yes, your Honor.
THE COURT: I will allay your fears a little bit.
MR. GIUFFRA: The point, your Honor is, the New
York Court of Appeals has said where the question is one of
pure statutory reading and analysis, depending only on the

accurate apprehension of the legislative intent, there is


little basis to rely on any special competence or expertise

of the administrative agency.


We heard a lot about that, but in addition, your

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ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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Honor, the Court of Appeals has made it quite clear that

where the regulation -- that's a case involving a


regulation, as opposed to an interpretation of a fact, if

it's counter to the clear wording of the statutory


provision, it gets no weight.
THE COURT: I just cited it in a case I am writing
this weekend.
MR. GIUFFRA: I hope you cite it in another one.
In that case, your Honor, the Court of Appeals
rejected the Superintendent's interpretation of the
Insurance Law. Rejected it. No deference, rejected it.

This notion they can sort of use the slogan


deference to say the Insurance Law means whatever we want it

to mean, is just not true. Just like it's not true that
four or five provisions of the Insurance Law can mean the

same thing, albeit not something that is even in the


statute. Something they come up with after the fact.
Your Honor, we talked about the fact that, let's
put up slide 15, that -- down at the bottom -- that we have

got to have, it's got to be a meaning and interpretation


that is consistent by the agency over time in a regulation.

In the approval letter that they cite, another


transformation approval, but if it's something you just come

up with after the fact, if it's just in the Attorney


General's brief or in an affidavit written by a former

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Petitioners-Giuffra
T5
Let's talk a little bit about the legislative
history of section 1505. I think it's important to
sort of understand why was this provision put in place.

Let's cull out no. 23. This is an affidavit


from Mr. Stewart, who was the superintendent when this

statute was put in place.


He testified that this Ruebenhausen Commission

that we talked about put in section 1505 because an


insurance holding company can funnel monies, funds away

from its insurance subsidiary by transmitting those


funds to the holding company and its stockholders."

That was the reason the statute was put in


place, your Honor, that $21 and a half we talked about
earlier, that's exactly the concern, that an insurance
company as holding company will take from an insurance

company, and it won't be available, and we saw there


was a document. They actually quantified in this case

$21.50.
Let's put up slide 16. Now, I think this is a
very important document. It was written by Ms.
Ruebenhausen Commission which proposed the adoption of

Article 15 of which 1505 is part.


It talks about what they were seeking when
they put in 1505, what the legislative history of this

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Superintendent, that's not accorded any weight. It's, it's

for your Honor to interpret the statute.


(Continued on next page.)

Min-U-Script

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Petitioners-Giuffra
statute that, your Honor, it's critical to apply in
this case, it says: "The central objective of
insurance regulation is to ensure the solidity of every

insurance company. What is sought is more than


solvency in the traditional sense."
Solvency would be 1309. That's been in place

for a hundred years.


And that's why they cite "excess assets over
liabilities, ability to pay debts as they mature."
But what's sought in 1505 -MR. HOLGADO: It doesn't say that. It says
what is sought. It doesn't cite 1505; I'm sorry. Just
read it the way it's written.
MR. GIUFFRA: Mr. Holgado, we'll put the
legislative history before the court. This was the
commission. We have it all laid out in Mr. Stewart's

affidavit.
He was appointed to essentially look into a
situation that I'll talk about, and that commission
made a proposal -- and, you know, I would be more than

happy to do it, I will spend as much time on it as the

court would like -- in a proposed 1505.


Then it says: "What is sought is a more
stringent test of soundness that will provide assurance
of solvency lasting long enough into the future for any

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DINALLO, MBIA

May 31, 2012


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Petitioners-Giuffra
dangerous development to be detected and the surplus

drain resulting from it stopped."


The point is, your Honor, when this
transaction was approved, there was a lot of
uncertainty. We're all in agreement on that.
But the point of 1505 is the provide an
additional protection to policyholders to do more than

solvency in the traditional sense, to provide for a


more stringent test of soundness that would provide an

assurance for any dangerous development.


So when my clients and other policyholders of
MBIA Insurance bought policies, they were buying into
the New York insurance scheme. They may be banks, but
again, next time, your Honor, it could be homeowners or

someone else.
Let's put up slide 17. This is the
legislative -- joint legislative report for 1505, 1969.
The concern was "the opportunity for noninsurance
enterprises to acquire some of the assets and cash flow

of financially secure and liquid insurers."


They talk about: "Various devices for milking

the assets of an insurance company are readily


available in a holding company relationship."
Your Honor, within a month of this transaction
that issue was raised. It was raised with the CEO of

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MR. KASOWITZ: Whoa.
THE COURT: Wait. That's not the issue.
MR. GIUFFRA: I agree, your Honor.
THE COURT: That's not what we're talking
about. He's just making a point about this particular
reference which, if it's the legislative history, then

1505 didn't exist yet.


It was talked about. I don't know if this is
talking specifically about that section or about the
whole article, but that was Mr. Holgado's point, if I
understood it correctly.
MR. HOLGADO: Yes, your Honor.
THE COURT: So the other issues are, you
know -MR. GIUFFRA: The point is, your Honor, in Mr.
Stewart's affidavit he goes through the whole
legislative history. These documents are attached to

it, and we can put it all before the court. It is


before the court.
THE COURT: It is before the court.
MR. GIUFFRA: Article 15 is about regulating
holding companies, insurance holding companies, and

1505 is a critical provision for that regulation.


Now, your Honor -- let's put up slide 18.
This is the Office of the General Counsel's opinion of

Page 1348

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out."
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This is completely what this statute was put 6
in place to deal with. Let's put up, your Honor -- 7
MR. HOLGADO: Your Honor, I just want to make 8
clear, this legislative history appears to me to be the 9
legislative history for the entirety of Article 15, not 10
for a particular provision in it, as he suggested.
11
If he wants to know something referring to 12
1505 and the purposes behind it, he's more than, you 13
know, capable of doing that, but I think it's
14
characterizing this as all relating to a specific
15
provision within an entire article of the Insurance 16
Law.
17
MR. GIUFFRA: Your Honor, we put before the 18
court the affidavit of Mr. Stewart. Mr. Stewart was 19
the superintendent of insurance under Governor 20
Rockefeller was a Rhodes Scholar. We've heard a lot 21
about buying experts.
22
Mr. Stewart is 77 years old. He was very ill. 23
We had to do the deposition in San Francisco. He was 24
very upset about this transaction. He thinks it's
25
contrary to insurance regulation.
26

MBIA, and he said that the analyst talked about $21.50


in value going to the holding company, and the CEO
said, "I'm glad someone on the outside could figure it

Min-U-Script

Page 1350

Petitioners-Giuffra
the New York Insurance Department.
It talks about the adoption of the Holding
Company Act. It says: "The principal reason for the
amendment was to preclude the milking of insurers'

holding companies."
Then it talks about, among other things, what
it did was "change the maximum limits of a dividend and

requiring the approval by the superintendent for


dividends in excess of those limits."
Your Honor, this has been cited as early as
2003.
Let's put 19 up. Again, your Honor, this is
from Governor Rockefeller's papers in 1969, talking
about Article 15 and talking about dividends or other

distributions. It's not just dividends. It's other


distributions.
Our position, your Honor, is that the way this
was all structured, with the share redemption and all

the money going up for the benefit of the holding


company so we could start a new insurance company, with

all the money, all the profits going to the holding


company, not to the policyholders, it says: "The
concern could be made by a domestic insurance company
to a holding company which would weaken the financial

soundness." Not solvency. Weaken the financial

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ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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soundness.
Let's put up slide 20. This is a prominent
treatise on Insurance Law. It's talking about
affiliated transactions. That's what we're dealing
with here.

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The superintendent should consider whether the 7
terms were fair and equitable, whether the transaction 8
was on a reasonable arm's length basis, whether the 9
services were provided at reasonable cost and whether 10
the expenses and receipts were equitably allocated." 11
There was a concern, as reflected in this
12
leading treatise about holding companies engaging in 13
activities to indirectly violate the Insurance Law. 14
In this case, your Honor, we know that the way 15
the transaction worked was $5 million goes all the way 16
over to National. That money comes from MBIA 17
Insurance.
18
Part of that $5 billion was the fact that MBIA 19
Insurance paid 2.8 of its own money to National to 20
reinsure the munibond.
21
So its own money was used, no. 1, to
22
capitalize National, and then paid money to National 23
for reinsurance. They had the money in the first 24
instance.
25
You know, the other side has talked about a 26

Page 1353

Petitioners-Giuffra
company called Great American Holding. It was a fire

and casually company. There was a raid on that


insurance company for the cash that was into the
surplus.
Even though they had a surplus of 300 million,
they decided to go and take some of that surplus out.
That was the concern that animated the passage

of Article 15. Let's turn to slide 22.


The legislature made the point that the urgent
need for the enactment of this measure, Article 15,
which includes 1505 -- "at the current session, as
illustrated by the recent declaration of an
extraordinary dividend in excess of $170 million, by a
domestic insurer to its holding company."
So the point, your Honor, is that the
legislature s concerned about exactly what happened
here, and the other side basically would like to have
all the statutes in the Insurance Law read to mean
exactly the same thing.
That just can't be right.
Now, there was a discussion by counsel for
MBIA about somehow the public interest can trump the

Insurance Law. Not true, obviously.


The powers of the superintendent -MR. KASOWITZ: Objection, your Honor.

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transaction that was engaged in in 2008 involving MBIA
3
and FGIC.
4
The difference, your Honor, is that that was a 5
transaction between two separate companies. It was not
6
a situation, your Honor, where one insurer had its 7
money used to capitalize another insurer and then it 8
bought reinsurance from the entity that it already 9
capitalized.
10
In this case, your Honor, it paid $2.8 billion 11
for reinsurance for municipal bonds that had $2 million 12
in losses in 2008 and 667 million in the entire history 13
of MBIA.
14
That's because the excess money, as the CEO 15
indicated, as members of the board indicated, that 20 16
and a half dollars was supposed to go to the holding 17
company. "I'm not sharing. I'm glad someone on the 18
outside could figure it out."
19
Now, let's talk about what was part of the 20
motivation for Article 15 -- that's slide 21 -- for the 21
passing of it.
22
That's because there was a holding company 23
that bought an insurance company back in the '60s, and 24
the company called National General Corporation, which 25
was a conglomerate, bought control of an insurance 26

FGIC transaction, some sort of a precedents. That's a

Min-U-Script

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Petitioners-Giuffra
Objection. There is a discussion about public
interest. We never talked about trumping the Insurance

Law, so if you want to get it straight, get it


straight.
THE COURT: Well, why don't you just be a
little bit more accurate about paraphrasing what he
said.
MR. GIUFFRA: Your Honor, his point was that
somehow this public interest standard was equal or --

he talked about them all. I'll state them: Public


interest, you know, markets, and then he said -- he
ignored the fact that the primary role of the insurance

regulation -MR. KASOWITZ: I'm sorry. I'm sorry. I don't


want to object, but we said what we said. We didn't

say it trumped anything.


We talked about it being one of the goals, one
of the admitted goals by their own superintendent
experts and being a valid goal for the transaction.
That's what we talked about.
MR. GIUFFRA: Your Honor-THE COURT: Okay.
MR. GIUFFRA: -- our point is, to the extent
that the public interest, broadly defined by a
particular superintendent at a particular time, is that

NYS Supreme Court Reporters

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ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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public interest cannot trump the Insurance Law. It
cannot trump the core mission of the department, it
cannot trump all the statutory provisions.
The powers of the superintendent are,

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obviously, circumscribed by the Insurance Law. And if 6
the insurance superintendent acts outside of the
7
Insurance Law, the court slaps the insurance
8
superintendent down.
9
Let's put up slide 24: "The Court of Appeals 10
has made quite clear that the public health counsel 11
could not issue regulations banning smoking in public 12
places without legislative guidance."
13
Maybe a good idea, but in that case the agency 14
went beyond its authority.
15
The next case, a case that's an important one 16
to talk about a down at the bottom -- and your Honor 17
has these. We'll make that available -- is the Health 18
Insurance Association of America case versus Corcoran. 19
Mr. Corcoran is one of the superintendents 20
that we have put in an affidavit for, and he basically 21
made what was a very sound policy judgment. He said 22
that health insurers shouldn't be able to inquire into 23
whether people had HIV tests.
24
The Court of Appeals said that the
25
superintendent, quote, "exceeds his authority when he 26

Page 1357

Petitioners-Giuffra
discriminating against any other faction, particularly

policyholder interests."
Let's put up slide 35 -- 36, Mr. Stewart:
"In your view, did the superintendent have the
power to promote municipal insurance market at the

expense of the structured finance policyholders?"


Then Mr. Stewart says:
"He certainly had the right to promote a
market in a line of insurance that he thought was
underserved, but there are sources of money that he
didn't have access to. Robbing the bank is one, and
taking the money away from a group of policyholders

that it stood behind is another."


Mr. Corcoran -- let's go to the next one.
Again, you know, was it okay to reinvigorate the
municipal bond market?
He talked about what the mission of the
Insurance Department was, which was "primarily to
protect the interests of existing policyholders and not

be engaged in a public policy adverse to their


interests."
So, your Honor, each one of these
superintendents made it quite clear that you had to act
within the statute, and to the extent you wanted to do
something that was outside the statute, you had to go

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subjects not contemplated or acted upon by the
3
legislation and, in so doing, substantially eliminates 4
sound underlying practices previously sanctions
5
encouraged under basic principles of Insurance Law and
6
regulation."
7
The point being deference doesn't go beyond
8
the statute. It doesn't go beyond the legislative
9
history.
10
I'm going to very, very briefly -- your Honor, 11
they put up a lot of slides of the various
12
superintendents, submitted affidavits on behalf of 13
petitioners.
14
Those superintendents served under Governors 15
Cuomo, Rockefeller and Pitaki. I think collectively 16
they have 20 years of experience, and essentially you 17
were presented with an ellipses version of their
18
testimony because -- just to give one example, let's 19
put up Mr. Muhl, 34.
20
The whole point was, you know, is the
21
insurance superintendent trying to promote business in 22
New York?
23
That's an appropriate action to approve. And 24
what did Mr. Muhl say?
25
"Yes, to the extent that you are not
26

effects his own vision of societal policy choices over

Min-U-Script

Page 1358

Petitioners-Giuffra
to the legislature to get the power to do it.
MR. KASOWITZ: Objection.
MR. GIUFFRA: Let's put up 44.
THE COURT: What's your objection?
MR. KASOWITZ: Well, he's just quoted
something which says was to protect the interests of

existing policyholders and says that's within the


statute, you know. Where is it?
MR. GIUFFRA: Well, go to the next one.
Unfortunately, I'm trying to rush, which I
apologize because we have a lot of material to address.

Slide 44, please. Okay, question from respondents:


"So the superintendent has the power to make a
determination as to whether a particular type of
insurance should be promoted and the availability of a
particular type of insurance should be promoted, and
then he has the power -- or it is within his mission to
take steps to promote the availability of that
insurance, correct?
"Answer: But keep in mind that what he -- he
has to do it within the law.
"Question: Understood.
"Answer: He can't do it. He can't fund the
new activity by robbing the bank or robbing
policyholders."

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ABN AMRO v.
DINALLO, MBIA

May 31, 2012


Page 1359

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Let's turn to the next slide, 44:

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"Question: To Mr. Corcoran, you would agree
3
with me, would you not, that in New York the Insurance
4
Law vests the superintendent with broad powers to 5
interpret, clarify and implement legislative policy as
6
set forth in the Insurance Law, correct?
7
"Objection.
8
"Answer: Are you reading from a statute?
9
"Whatever I'm reading from, I'm just asking 10
you, do you agree with that statement?
11
"Answer: No, I don't. The superintendent's 12
powers are restricted by the legislature, the law and 13
the Insurance Law.
14
"I don't know how broad they are, but he has 15
to implement the law under the code, under the
16
insurance code."
17
Let's put up 43. I think we missed that one. 18
It makes the point Mr. Kasowitz was raising:
19
"And so I can understand it a little bit
20
better, are you saying that even if something is not 21
prohibited by statute, a superintendent may not take 22
that action unless it's expressly permitted by a
23
statute, regulation or rule?
24
"Answer: If there is something that the
25
Insurance Department determines that is a situation -- 26

Page 1361

Petitioners-Giuffra
important things. The TARP law was created pursuant to

a statute, so that Federal regulators would have the


ability and have the authority to do what they did.
It was not something that was done over a
single weekend. It was a decision, your Honor, unlike
this case, where the federal government decided to use
the federal government's money to promote what the

federal government after congress acted, was an


important policy objective.
It was not done without the involvement of the

legislature, and it didn't involve, for example, the


money of people who had deposited money in the bank.

They were using the government's money.


Let's put up slide 48. Here's the true TARP
timeline. It says: "The claim was that Bank of
America, which in 2008 was bailed out to the tune of
tens of billions of dollars in taxpayer money based on

a single weekend of meetings among Federal


regulators..."
The meeting that he's referring to occurred on
September 17 and 18, and it involved the Secretary of

the Treasury, the head of the Federal and key


legislators.
As your Honor will recall, the treasury
secretary then, Mr. Paulsen, proposed what became known

Page 1360

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even if it's a difficult situation, that people just

1
2
don't like to see happen, you can't do anything about
3
it unless you have the authority.
4
"And if the authority doesn't exist by law,
5
rule or regulation, then you don't tackle that problem.
6
But if you think it's grievous enough, that you want to
7
have some say in it, some regulation over it, and if
8
you don't have the authority, then you gotta go get it, 9
and the only way you get it is you gotta go to the 10
legislative because that's where the laws come from." 11
Now, MBIA's counsel, your Honor, when he 12
started his presentation, made a big deal about
13
something called a TARP.
14
In fact, he said the Bank of America, he said 15
used the word chutzpa was seeking to enforce its rights 16
under the Insurance Law. He said -- I'll read it
17
exactly. We actually have it up there:
18
"Your Honor, we now have a new definition of 19
chutzpa. We have Bank of America, which in 2008 was 20
bailed out to the tune of tens of billions of dollars 21
in taxpayer money, based on a single weekend of 22
meetings among Federal regulators, asking this court to 23
overturn Superintendent Dinallo's approval of MBIA's 24
transformation."
25
But MBIA's counsel, is sort of missing certain 26

Min-U-Script

Page 1362

Petitioners-Giuffra
as the Emergency Economic Stabilization Act. That was

proposed on the 19th.


That law was signed -- that act was signed
into law on October 3, and the act authorized the
treasury to create the TARP program.
Bank of America got the money on October 28,
2008, and they got another 20 million in January. Let
me restate that. There's a typo. That should be -- we

should correct that.


Societe Generale doesn't get any money. Bank

of America paid all the money back.


So, your Honor, the point that's getting
glossed over by respondents is that the TARP program,

which is a great analogy to draw here, that was the


federal government, pursuant to an act of congress,
using the federal government's money, and spending its

own money, to make a loan.


That was not something where they used
third-party money, third-party capital, policyholder
money to start a new insurer.
This was something -- and it ultimately cost
the taxpayers nothing because the money was paid back

with interest.
Now, during their presentation, your Honor,
respondents glossed over the importance of the National

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ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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Association of Insurance Commissioners.
If we can put up slide 49, this is Mr.
Buchmiller himself, who now works at the NAIC.
Mr. Buchmiller himself describes the NAIC as
"a group that establishes standards and best practices
for regulatory oversight activity among its member

insurance departments."
As I discussed on the first day of this
hearing, your Honor, in 1997 the NAIC put out a white

paper dealing with liability-based restructurings.


It had a series of recommendations and best
practices in it. It talked about analyzing the key
responsibility of the regulatory authority in assessing
whether to approve an LBR transaction-- which there is
no question that's what the transformation was -- will
be to analyze financial solvency issues, which included

the termination of the adequacy of loss reserves.


Then they talk about how the regulator should
consider engagement of experts to provide opinions
about the impact on obligations of policyholders.
Then there's a discussion about giving
policyholders an opportunity for direct participation
in the LBR approval process. We'll talk a little bit
later, about how he didn't have participation in the
real transformation transactions, as opposed to what

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Petitioners-Giuffra
Mr. Dinallo, as your Honor will recall, said

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he thought he had some sort of agreement with Mr. --

MR. HOLGADO: Just put up the testimony, Mr.


Giuffra. That's not what he said.
MR. GIUFFRA: In fact, he said multiple
things. We'll do that later. He thought he had some
sort of an agreement on course corrections with Mr.

Brown. We'll play it, your Honor. I'm happy to.


THE COURT: All right, I get the point that
you're objecting to his characterization. I'll let you
deal with that.
MR. GIUFFRA: Thank you. But, your Honor,
they didn't do that. Mr. Brown said there was no such
agreement. They sent a letter on December 23 to the
department, which I showed at the very beginning of my

presentation, making quite clear there was no such


obligation.
(Continued on next page)
(End of take 5)

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were going to use third-party capital or holding
3
company capital to start a new insurance company,
4
something they could have done, not that they were 5
going to take money from the policyholders so that they
6
could start a new insurance company and ultimately 7
dividend 20 and a half dollars up to the holding
8
company.
9
Now, MBIA's own expert Professor Miller in 51 10
said that he viewed this statement, this LBR statement 11
by the NAIC, he said: "I don't see this as a statement 12
of best practices."
13
He saw it, rather, as a statement of what, "in 14
general, insurance departments do when they review 15
applications for liability-based restructurings."
16
Here, your Honor, the department did not do a 17
solvency analysis. They certainly didn't engage in 18
third-party, they did not engage Perello Weinberg, 19
which was available to assist them. They did not 20
provide meaningful notice or an opportunity for 21
comments, in our view.
22
It's quite clear, your Honor, there was
23
certainly no enforceable backstop protection if it 24
turns out, in the massive uncertainty of the financial 25
crisis, that there would be enough money left.
26

was publicly disclosed by MBIA, which was that they

Min-U-Script

PROCEEDINGS - GIUFFRA
T6
MR. GIUFFRA: Now, your Honor, there was a
discussion about the Lloyd's transaction.
And briefly, your Honor, that was a transaction
that Mr. Muhl, one of the Superintendents, was involved in,

he testifies about that in his affidavit. And, Lloyd's is


obviously an English company, that transaction was approved

by the, under the English law, by the English regulators.


It was only approved by the Department after the transfer of

funds to a trust.
There is no question, your Honor, that the original
Lloyd's syndicates retained liability for those pre 1993
asbestos claims. It wasn't done in secret. The English
regulator hired Coopers & Lybrand to analyze Lloyd's assets.

Lloyd's hired independent third parties to conduct literally

a three-year review.
The Department had relied upon a recently conducted
exam. Here, they approved it before the exam was over.
The exam wasn't over until 2010. And, the Department, in
its approval said the transaction was in the best interest
of all U.S. policyholders and the Department and regulators

worked on this transaction for 16 months.


In this case, Mr. Kasowitz said oh, it was a year.
It wasn't a year, your Honor. I mean, when they talked
about doing something in February 2008, they filed the

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ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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talk about this, said they changed their view on whether 3
they would support something in late October 2008. 4
Mr. Buchmiller was, on January 9th, was making 5
requests for information from MBIA and he was, you know, as
6
far as we can tell, he was done by February 11th.
7
The Insurance Department required a provision in 8
Lloyd's of a billion two, in support by Lloyd's to the U.S.
9
trust funds as a condition of its approval. So, the two 10
bear no similarity at all.
11
I think I can briefly do this quickly. Can we put 12
up PX 6?
13
This is something, your Honor, you haven't seen in 14
a long time in this case -- the approval letter -- PX 6. 15
This is a document that's, we think, as a legal 16
matter, the most important document in the case. 17
Now, let's put up slide 2.
18
Our reading of the Insurance Law, your Honor, is 19
that the Department was required to do this in writing. You 20
couldn't have approved one of the biggest transactions in 21
New York State Insurance Department history with a phone 22
call.
23
Our reading of the statute is that it says
24
whenever, by provision of this chapter, this is 302, the 25
Superintendent is authorized to grant any approval, 26

application in December 2008 and, in fact, Mr. Brown will

PROCEEDINGS - GIUFFRA
before the agency.
And, that case, the Third Department said, even
where, quote, no administrative hearing was conducted, our
case, it is an imperative the agency's determination contain
sufficient information to permit this Court to discern both

the rationale for the administrative action taken and


undertake intelligent Appellate review thereof.
Third Department, 2012, if the agency does nothing
more than mimic the statutory language, and sheds no light
upon the manner in which Petitioner's proof is deemed to be

deficient, the agency will fall far short of delineating the


particular grounds for the agency's determination, and in so
doing, effectively precludes this Court from undertaking a

meaningful review of the rationality of the Board's


decision."
Now, here your Honor, Mr. Steinberg talks about the
stop sign provision of 4105. It's not even in the approval
letter. There, they are citing things about the ability to
pay claims when they come due. That's not even in the

approval letter. It's in an affidavit written after the


fact, and so, your Honor -MR.HOLGADO: Your Honor, I am sorry, I have to
interrupt. I was going to save this for my response, but
Office Building Associates says it's okay to use those

affidavits after the fact.

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PROCEEDINGS - GIUFFRA
authorization or permission, or to make any other order, any

other order, the words any, any approval, authorization or


permission to make any other order, such order shall not be

effective, unless made in writing and signed by the


Superintendent or his authority. That's now Financial

Services Law Section 303.


The Department has a regulation that deals with

this -- regulation 1.
Quote, an Order is an official act of the
Superintendent of a particular application, including
approval and like official acts having legal consequences.

Now, let's put up slide 3. We showed this law,


your Honor, previously.
And, just to roughly summarize it -- I am trying to
get through what is a lot to respond to -- but they can
only, the Department can only defend its approval by grounds

that were invoked at the time of the decision.


You can't test an approval based on alternative
grounds that would not have been, they might have been okay

at the time if you cited it, but you can't do it after the
fact. It's not a moving target.
You have to lay forth in the second case, both of
these cases. The case of Office Building, which is a Third
Department case, that's a mandamus to review case, like this

one. It's not from a situation where there was a hearing

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MR. GIUFFRA: It's okay if the affidavits are
merely describing what you did, okay, not what the law was,

not what the reasoning was.


So, Mr. Buchmiller, if he wanted to say I was at
MBIA on January 9th and I spoke to this person, this person
and this person, this was the extent of my review, that can

be done in an affidavit.
But, the idea, and there is an argument there, your
Honor, I will not concede the position I read the C.P.L.R.
provisions to indicate that affidavits can only be used to

justify, create issues of fact.


There have been cases, no question, that have said,
that have said you can use affidavits for limited purposes,

like talking about what someone did in the course of a


review. But, to use an affidavit written after the fact by
a former government official like Mr. Dinallo, to provide

the legal basis for the decision, that the Court should
refer to, it makes absolutely no sense.
Let's look at what they said in their answer, which
they can't run away from. This is the Department's answer

in this litigation. This litigation. This is a binding


admission.
They wrote this answer, your Honor. They got
extensions of time, plenty of people had a chance to look at

it. It's closer in time than Mr. Dinallo's affidavit.

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May 31, 2012


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The answer in paragraph 14 -- they deny the
allegations. But then, they refer the Court, your Honor,

to the approval letter for the best statement of the


standards applied by the Department in reviewing the

transformation.
Paragraph 59. Again -MR.HOLGADO: I want to point out the affidavits
from Mr. Buchmiller and Mr. Moriarity were submitted the

same day as this answer. So, he suggested that the


affidavits were all after this. Some of them were during,

at the same day.


MR. GIUFFRA: That's not what I am saying. Mr.
Dinallo's affidavit was done after the fact, years later.
The point is, this answer to the complaint, they
filed an answer and what they said to your Honor, it's a
binding admission, was that the approval letter is the best
statement of the standards applied by the Department in

reviewing the transformation.


They can't, your Honor, say oh, no, the best
statement of the standards for what we did is what Mr.

Dinallo wrote in some affidavit years later.


Then they said, again, quote, the basis for the
Department's approval was -- I will restate. I apologize.
Quote, the basis for the Department's approval were

disclosed by the Department in the approval letter.

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other boxes? I get your point, that they gave them the
answer at that time, but I don't think it would really be -I don't think you are really suggesting that everything else

after that, that nothing after that has any relevance to


this case?
MR. GIUFFRA: Our position is, I will talk about
this in a minute, the certified administrative record in the
case, they did that early on in the case when they certified

that administrative record.


They took the position that the administrative
record is sufficient to support the decision. That's the -I will take you right through sworn affidavits that were by
the Department, and now, your Honor, they are basically
saying oh no, the administrative record we certified wasn't
sufficient. We want to start doing other things and looking

outside that administrative record.


Now, if you go back to -THE COURT: You told me, you fought like crazy to
get that memo. I am not sure when you got it. But, you
got it before I came into this case and then you got the

whole thing over the weekend.


So, now you are saying that I shouldn't consider
that? I mean, we have spent a lot of time on that memo.
So, that came, you became aware of that later on. These
are all things I am taking into consideration and I thought

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Then 112. This was obviously thought through

carefully by the Department.


Quote, the approval letter -- let me restate that.
They deny the allegations, and then they quote, respectfully
refer the Court to the approval letter as the best statement

of the components of the transformation, close quote.

Let's put up slide number 5.


Your Honor, a statement in a pleading, this is the
First Department case, 2010, Sewa Fashions Private Ltd.,
quote, a statement, a statement in a pleading constitutes a
formal judicial admission and evidence of the fact admitted,

close quote.
They are bound by this admission. They can't have
your Honor look to things other than what they said the best

statement was in an approval letter.


Brown, New York Court of Appeals, 2002. Quote, a

formal judicial admission is conclusive of the facts


admitted. Conclusive of the facts admitted. You can
write a relatively short opinion looking at what they wrote

in their answer.
Now, the question -THE COURT: Really, I don't think you are telling
me that I am limited only to an answer. I know what an
answer is. I know about the facts in it, but you are not
telling me that after the answer I should throw way the

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well, I thought we talked about the issue, about the grounds
and whatever. I don't think they can come up with a whole
new concept for all new grounds, but they can put in other

things that explain, explains some of the reasons.


I mean, I think that's how I am handling this case

and we have all been handling it.


MR. GIUFFRA: To state our position, your Honor,
they had an obligation in the approval letter, in that
approval letter. I cited cases from this year, to state
the basis for their approval letter.
The approval letter, all four corners of it, have
to state the basis of the decision and if the approval
letter, the four corners of the approval letter don't state
sufficiently the basis of the decision, your Honor must and

you will. That's our position.


Next position, your Honor is that to the extent
they initially certified the administrative record in this
case, that original certified administrative record standing

alone, had to be sufficient to sustain this decision.


The law, it's a Court of Appeals decision, your
Honor, is, they can't go and rely upon things, your Honor,

that are, that were not in the original administrative


record to sustain their decision.
The cases make the distinction quite clear, in a
mandamus to review case, the Petitioner can go outside the

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were not before the Court.
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But, your Honor, what they can't do, they are stuck
4
with their approval letter, they are stuck with their 5
answer, they are stuck with their original administrative 6
record.
7
The point is, they were able to certify an
8
administrative record -- oops, we made a mistake. It 9
doesn't support our decision. Oops, we signed an approval 10
letter that doesn't state all the legal reasons for the 11
decision. That approval letter, by the way, as your Honor 12
knows, was reviewed by MBIA.
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So, your Honor, if we put up the approval letter, 14
on the dividend, your Honor, they only talk in that approval 15
letter about the, they only talk about the speed limit test, 16
the fact that you can't take out more than ten percent out 17
of earned surplus. The limitation is there.
18
The stop sign test about how you must pay a 19
dividend out of earned surplus, that first part of the 20
statute, it's not in an approval letter.
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Similarly, your Honor, this approval letter
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purports to find that MBIA will retain quote, sufficient 23
surplus to support its obligations and writings, close 24
quote, following the dividend.
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But there is no mention in this approval letter of 26

administrative record and bring before the Court things that

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affidavits.
MR. GIUFFRA: Your Honor, our position is, there is
a difference between an affidavit that Mr. Buchmiller says I

did this, this and this and an approval order that doesn't

-THE COURT: I agree. There is certainly a


difference. That's no doubt.
MR. GIUFFRA: Our point is, your Honor, if you
don't have basic statutory approvals set out in the approval

letter, you have to annul the decision.


And, the problem is -- it's because of the fact we
are dealing with now -- they want to come in with affidavits

after the fact and say oh, no, we really did this analysis.
The point, is, they should have done it at the time, and

they didn't do it.


That, ultimately, is fatal to this decision. You
can't have an approval where you don't talk about both parts

of 4105.
Now, on the -- this was obviously an important
situation and they hired outside counsel, and our view would
be the reason why it's not in the approval letter, they knew

they couldn't pass it. Mr. Steinberg will talk about that.
On the stock redemption, your Honor, all it says is
that the stock redemption was reasonable and equitable.
But, it doesn't provide any basis whatsoever for what they

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magnifying glass and look at the thing -3
THE COURT: What's in the approval letter is in the 4
approval letter. I have that in front of me.
5
Your position is, because they didn't mention it in
6
that letter, that's the end of the case?
7
MR. GIUFFRA: Yes.
8
THE COURT: Then, you should sit down and finish. 9
It had to be in the approval.
10
What case says that every single, every single 11
thing they considered and everything they do has to be 12
written in the approval letter? What case?
13
MR. GIUFFRA: The Third Department case I just 14
cited basically says, they must provide the basis for the 15
decision in their approval letter.
16
THE COURT: But every single thing?
17
MR. GIUFFRA: I would think, your Honor. 18
THE COURT: I would like to see the case. Tell me 19
which case.
20
MR. GIUFFRA: We recited a series of cases in our 21
petition. The case I put up before, which is another case, 22
Berry versus O'Connell, we will get you the cite for and we 23
will, your Honor, we will bring it in.
24
MR.HOLGADO: The Third Department case references 25
Office Building Associates, the case which also permits the 26

a finding of solvency under 1309. Your Honor, could take a

Min-U-Script

PROCEEDINGS - GIUFFRA
were doing. Nothing. There is no explanation, there is
no funding, other than it was reasonable and equitable.
MR.HOLGADO: And, if you could read the next
sentence, says what that finding is based on. Says 1, 2, 3.
I hate to keep standing up, your Honor, but he said
there is no basis. He used the word base. Based upon 1,

2 and 3.
MR. GIUFFRA: Your Honor, but it doesn't say, it
not does not delineate as to why this transaction was
reasonable and equitable to the policyholders of MBIA

Insurance. It doesn't say that.


THE COURT: Okay, I get your point.
MR. GIUFFRA: I will keep moving.
THE COURT: Why don't you -- I know I asked you a
few questions, but since this is oral argument, now that we
are getting through the second round of it, at some point, I
know -- anything else that you need to finish up before we

take a break or can we take a break now?


MR. GIUFFRA: We will just come back, your Honor.
THE COURT: Is that okay?
MR. GIUFFRA: Thank you so much.
THE COURT: Thank you. Have a nice break. See you
at 2 o'clock.
MR.HOLGADO: Thank you, your Honor.
(Lunch recess taken).

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AFTERNOON SESSION
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THE COURT: Okay, why don't you continue. 4
MR. GIUFFRA: Your Honor, before the break I 5
cited several cases on this question of the importance
6
of the approval letter.
7
THE COURT: You already got a notebook 8
together for us? That's pretty good.
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MR. GIUFFRA: I'd like to hand this up
10
(handing).
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copy.
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MR. GIUFFRA: He's got it.
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THE COURT: He gets upset.
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And Mr. Kasowitz, and I'll take my copy, sure 16
(handed).
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MR. GIUFFRA: Your Honor, the cases we think 18
are particularly applicable are Barry versus O'Connell, 19
303 N.Y. 461951, the Office Building Associate case, 20
we've talked about before, another case is LaRocca, 21
Third Department 1986120 A.D. 2d 149, and then another 22
case is called Ryan 79 A.D. 3d 881, Second Department 23
2010.
24
MR. HOLGADO: Your Honor, I would just also 25
remind the court that we have briefed a lot of these 26

T7

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Petitioners-Giuffra
approval letter talks about the master services
agreement that was entered into in connection with the
reinsurance transaction and talks about how the terms

and conditions of that agreement were fair and


equitable and would not adversely impact policyholders.

I would note, your Honor, that to the extent


that respondents say, oh, this transaction was similar
to a transaction involving FGIC, in terms of the terms,

our point, your Honor, is that was an arm's length


transaction between two separate companies, as opposed

to this transaction, where the funding for the


reinsurance came from MBIA insurance, your Honor, this

approval letter does not cite anywhere in it any


precedents.
We heard from the other side that this was
sort of a routine approval almost. That's clearly not

so. Your Honor, let's put up slide 8. The Dewey


Leboeuf law firm was Ms. Boisseau's law firm.
THE COURT: The former Dewey Leboeuf.
MR. GIUFFRA: Yes.
THE COURT: The dearly departed.
MR. GIUFFRA: Yes, they describe this
transaction in a press release they put out, literally,
the same day as the deposition's press release as a
"ground-breaking transaction."

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brief.
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THE COURT: It's a footnote.
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MR. HOLGADO: It's a footnote; of course, your 6
Honor, in our May 11 brief and how the particular 7
statute at issue there actually required specifically 8
certain reasons and findings be set forth.
9
We also deal with the Office Building case in 10
that brief as well, your Honor in footnote 7 and
11
elsewhere.
12
Thanks.
13
THE COURT: Okay.
14
MR. GIUFFRA: Your Honor, back to where we 15
were: Looking at the approval letter, section 1505, 16
which is a provision that we discussed during the 17
course of the morning, requires that a transaction be 18
fair and equitable if it's done between a holding
19
company and its insurance subsidiaries.
20
This approval letter only discusses the
21
reinsurance transaction. It does not discuss the
22
transformation as a whole, and it doesn't detail why 23
this transaction in any way benefitted the left-behind 24
policyholders at MBIA Insurance.
25
I would also note, your Honor, that the
26

issues in limine motions. We addressed the very issue


of the McConnell case in footnote 10 of our May 11

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Petitioners-Giuffra
Your Honor, I want to rush through this
because I'm running a little behind. Slide 9 discusses
arguments that your Honor has heard during the course
of this proceeding that are not in the approval letter.

There is no description of the transactions as


simultaneous. There is no discussion of any guarantee

or backstop in the approval letter. There is no


discussion of the transformation as a whole being fair

and equitable.
There is no finding under the stop sign part
of 4105A. There is no discussion of Federal funding or

TARP. There is no discussion of revitalizing the


municipal bond market.
Your Honor may recall there was reliance on a

press release that came after the approval letter.


Now, in this case the department has
emphasized the importance of its own record. Let's put

up slide 10.
This was in a brief that was submitted to
Justice Yates when they were opposing expansion of
discovery, and the department talked about the fact
that they had assembled an administrative record, that

to put before the court the factual materials and


methodology upon which its review relied.
I would also, your Honor, note at slide 11, I

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May 31, 2012


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think this is a very important document. This is

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something that was prepared by Mr. E. Benger, who was
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in the Insurance Department. He compiled the
4
administrative record in this case.
5
He said that he did so "on the basis of a
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diligent, thorough and careful search," and he said to 7
the court that the administrative record that he
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certified "provided an adequate basis upon which to 9
review the superintendent's determination."
10
He said under oath that, quote, "To the best 11
of my knowledge and belief, the record is an objective 12
compilation of the documents that are the basis for the 13
determination that is the subject of this proceeding." 14
That, your Honor, was a 980-page
15
administrative record, as compared the all the
16
documents we have seen here.
17
During the course of the proceeding, turning 18
to slide 12, your Honor has heard reliance by
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respondents on a press release. These are talking 20
points, literally, talking points that were exchanged 21
with MBIA.
22
It wasn't in the certified administrative
23
record. The press release itself, your Honor, was not 24
in the certified administrative record.
25
This Governor Patterson letter to Secretary 26

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Petitioners-Giuffra
the very affidavits that he's complaining about.
MR. GIUFFRA: Our position is a different one.
They certified the administrative record. The purpose

of that certification is to put before the court the


basis of the decision.
That's what Mr. Benger said to Justice Yates.
How what they're doing.
THE COURT: Mr. Who?
MR. GIUFFRA: Benger, B-E-N-G-E-R, he's a
lawyer at the insurance department. He may well be in

the courtroom I'm not sure.


But the point is, your Honor, they certified
it. They said this is where you can find the basis for

our decision in the administrative record.


Now we're trying to uphold the decision before
this court. They're relying on things that weren't in
the administrative record.
That is our point, and I think it's revealing
because, presumably, they could have gotten it right
the first time in the approval letter.
They could have gotten it right in the
administrative record, and I think it's telling as to
the compliance of this transaction with the Insurance
Law.
MR. HOLGADO: Your Honor, Justice Yates

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never happened.
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That was in not in the administrative record.
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Then this Dinallo April 28, 2009 Thompson 5
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again, you know, months after the transaction is
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approved.
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That wasn't in the certified administrative
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record.
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So, essentially, what the other side is doing 11
is they were supposed to and said to the court that 12
they could support the decision of the administrative 13
record.
14
They certified that to the court under penalty 15
of perjury, and they indicated to your Honor that 16
answer, the approval letter was the basis.
17
Now they're running away from it and citing 18
other documents.
19
MR. HOLGADO: Your Honor, if he's going to 20
talk about penalty of perjury and certifications, he 21
should talk about all certifications that ended up 22
being required as a result of his own very arguments to 23
Justice Yates that the record be expanded to include 24
all the communications between MBIA and the department 25
in connection with the transformation and to include 26

Geitner, which was an attempt to get some funding that

Min-U-Script

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Petitioners-Giuffra
required us to get it right by doing a further
certification that he has not shown you in February
2011 for Mr. Benger. He should show it.
MR. GIUFFRA: Your Honor, the point was there
we had been pressing the department because we did not
believe that the department had provided information to

us that was adverse to the position that was taken in

the administrative record.


In fact, in that certification from Mr. Benger
he made the point: "I'm put not putting before the
court every scrap of paper. This is just things that
we think support our decision."
It made the point that there are things that
don't support your decision and all this discovery
we've been fighting to get over the past several years
has turned up all the e-mails and all the documents.

But the basic legal point is, was the


certified -- first of all, did the approval letter
state the basis for the decision? Our point is that
there are statutory provisions and approvals that are

not even in it.


Second, your Honor, the administrative record
as certified apparently now is insufficient to sustain
the decision. That's our point.
THE COURT: I got your point. I don't think

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we need to go through past history.
MR. GIUFFRA: Slide 13. Your Honor, just to
give an example in terms of the slides that the
department put up, you know, 63 of the slides, your
Honor, were of lawyer-written affidavits from Mr.
Dinallo and Mr. Buchmiller.

Petitioners-Giuffra
MR. GIUFFRA: She used to work -- she was the
lawyer before Mr. Holgado.
Okay, so the point is, your Honor, he didn't
ask for it before.
MR. KASOWITZ: But I asked for it in September
2010, your Honor.
MR. GIUFFRA: Mark, over a year before Mr.
Dinallo put in his affidavit. You said I only wanted
it after he put in his affidavit.
That's just not true.
THE COURT: Does that really matter now?
MR. GIUFFRA: The point I'm making, your
Honor, is now they're relying upon Mr. Dinallo's
surreply affidavit to justify the approval. They
fought to give us Mr. Dinallo's deposition.
Our basic point, your Honor, again, is this
approval was not one where the approval letter
supported the decision, and the certified

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extent that they relied upon the administrative record, 9
it was three times and the approval letter on slides, 10
two times.
11
Your Honor, the positions that are being put 12
forward here are litigating positions that are entitled 13
to no deference.
14
Your Honor -- we can put up slide 146. This 15
reflects, your Honor, the fact that the department is 16
basically changing theories of the case, and they've 17
taken the position in their answer.
18
This is their answer, that things that
19
happened after the determination and could not have 20
been considered, shouldn't be considered.
21
And now, your Honor, the approval clearly 22
happened on February 17.
23
Now they're citing all sorts of things that
24
happened after the approval as a basis to sustain the 25
decision. The press release, the governor's letters. 26

administrative record, your Honor, was supposed to be

something that you get it, it's consistent with what


we've heard from the other side.
You looked at the certified administrative
record, and all the bases for the decision are in
there. Now they're relying upon things that were not
in the administrative record and affidavits that were

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I think we have a bit more of that.
So, just to sort of put a fine point on it,

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your Honor, we pressed to get Mr. Dinallo's deposition.
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MR. KASOWITZ: Objection, your Honor for the 5
first two years of this litigation, two and a half
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years, they wouldn't ask for his deposition.
7
The only reason that they refuse to ask for
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his deposition -- they asked for everybody else's
9
department except for Mr. Dinallo.
10
Mr. Dinallo's deposition was only taken after 11
he submitted a surreply affidavit. That's the only 12
time it was taken. I'll save the argument for either 13
tomorrow or Monday, your Honor.
14
MR. GIUFFRA: In fact, your Honor, I will 15
support the statement I made that we press forward his 16
deposition, and we'll bring the transcript before your 17
Honor, and we can put up next slide, your Honor. 18
In fact, it was at our request, which was made 19
at a September 22, 2010 conference, well, well in 20
advance of his affidavit, was described by Ms.
21
Foreman -- and I think we should defer -- I have no 22
idea why Mr. Giuffra -- I guess that's me -- wants to 23
take.
24
THE COURT: Well, I guess that's you, too, but 25
who is Ms. Foreman?
26

Min-U-Script

Page 1390

Petitioners-Giuffra
literally written years after the fact.
That's our point. We've put the law before
the court, and, obviously, the other side can argue,
you know, whatever position they'd like to take.
MR. HOLGADO: Your Honor-THE COURT: Why don't you save that for your
rebuttal. We've been through this argument before.
MR. HOLGADO: Yes, your Honor.
THE COURT: I know you don't agree.
MR. GIUFFRA: I'll turn to another subject,
and then we'll hear the melodious voice of Mr.
Steinberg.
As I mentioned at the outset, when MBIA's
counsel first talked, they said essentially that
petitioners knew about the transformation, and they
liked it and commented on it, and that was a big part

of the outline -- of the discussion.


Can we just put up slide 1. I talked about
this Bill Ackman proposal, the stacked structure versus

what happened.
The point is that if you did a stacked
structure, National, the muni bond insurer, the profits
would go through to MBIA Insurance and then up to the

holding company.
Here money from MBIA Insurance was used to

NYS Supreme Court Reporters

(31) Page 1387 - Page 1390

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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Petitioners-Giuffra
start National, but the profits only go to MBIA Inc.
The original Ackman proposal was for a stacked
structure. In February 2008 there is no question that
MBIA put out a press release, no. 1, saying that the

1
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stacked structure would be good for policyholders, and
6
that's the document where Mr. Brown said he had a 7
fiduciary obligation to policyholders, and he wasn't
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going to support the stacked structure because it
9
wasn't fair to policyholders.
10
Then there is no question that they put out a 11
press release in February. Let's put up slide 9. You 12
know they put out a letter talking about the need to 13
change the financial guarantee industry.
14
This is MRX 614. This is Mr. Brown, publicly 15
available to the world, talking about: "We're only 16
going to restructure on a timeframe -- and they talk 17
about five years -- or in a manner that allows us to 18
carefully consider the needs of all of our
19
stakeholders.
20
"First among all considerations is that we 21
will protect the interests of all our policyholders." 22
So if you're a policyholder of MBIA Insurance 23
in February 2008 , you know, 1, he's opposed to a 24
stacked structure because it's unfair to policyholders, 25
and he says that: "If I'm going to do any kind of a 26

Page 1393

Petitioners-Giuffra
taking the capital of MBIA Insurance and using it to
start a new insurance company, and we'll go through and

I'll go through all of the documents, including


documents that Mr. Kasowitz put up but didn't put up
all the different language that was in those documents.
The basic point, your Honor, is policyholders
and the stock market generally and investors generally

understood that they were going to lose their own


capital, money that's in the holding company, money
they'd raised to start a new municipal bond insurer.
That's different from using the policyholders'
money and giving the policyholders no upside, going

back to, you know, "that's the reason why I'm not
giving it back," from the director.
We saw that letter, and we also saw what Mr.
Finer was talking about literally within a month of the

transaction, giving the policyholders some equity.


So they had a public transformation proposal
that was not objectionable because it was going to be
fair to policyholders, and our position is they were

privately working on a different transaction.


So, your Honor, on slide 10, as Mr. Kasowitz
put up, he read from part of that document. This is a

Societe Generale asset research document.


He didn't read the last sentence: Quote,

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Petitioners-Giuffra
restructuring, it's going to be protect the interests

1
2
of all our policyholders, and the goal would be to have 3
a highest ratings that we can for both our structured 4
and public finance businesses."
5
There is no discussion of using the capital of 6
MBIA Insurance to start a new insurance company, and
7
the world understood that they would not pursue a 8
restructuring that was any more adverse than what Mr. 9
Ackman was talking about.
10
MR. KASOWITZ: Objection, your Honor. I'm not 11
sure what the basis of what the world understood is in 12
that comment.
13
MR. GIUFFRA: Your Honor, it's based on the 14
public disclosures of MBIA. Mr. Kasowitz made the 15
point last week -- and I sat here, and I listened. He 16
said that we knew about this, we commented on it, and 17
we liked it. That's what he said.
18
Those are his words. And that's just not
19
true.
20
MR. KASOWITZ: I'm fine, your Honor. He 21
accurately just said what I said, that's right.
22
MR. GIUFFRA: The plan that they talked about 23
was, yes, some restructuring on a five-year time 24
horizon. That's what this public disclosures says. 25
The plan that ultimately was approved involved 26

Min-U-Script

Page 1394

Petitioners-Giuffra
"While the potential for legal action remains a
significant threat, the ability to maintain a triple A
or double A structured credit guarantee rating should

satisfy those guaranteed by that entity."


The point being if they were doing some sort
of restructuring, the AAA rating would be for both
entities, not that the structured policyholders would
be an entity, as it turned out here, where that was a
junk rating.
So that's what Societe General understood.
And we sat here last week and heard how policyholders

liked and wanted this proposal.


Let's put up slide 11. This is another
document that your Honor saw. This is from Bank of
America, Bank of America Equity Research, February 26,

2008.
This document was shown by counsel for MBIA.

He didn't put up the: "As soon as possible but win


five years," and the key language wasn't shown to the

court.
MR. KASOWITZ: Objection, your Honor.
MR. GIUFFRA: Only under the condition -MR. KASOWITZ: Objection, your Honor. We
showed that. We showed that exhibit to the court.
MR. GIUFFRA: You did. But you didn't

NYS Supreme Court Reporters

(32) Page 1391 - Page 1394

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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highlight-MR. KASOWITZ: We showed it, and I read the
whole exhibit, your Honor.
THE COURT: I have to go back to the

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transcript to remember everything that's read. If you
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want to read something, go ahead, that you don't think 7
he read.
8
MR. KASOWITZ: I'll make the last comment and 9
sit down, your Honor. Not only did we show, not only 10
did read it. That's exactly what happened. The
11
transformation took care of the interests of all of the 12
policyholders. They may not like it, but it did.
13
MR. GIUFFRA: I think, your Honor, it took 14
care of the interests of the stockholders as reflected, 15
your Honor, in what Mr. Brown said: I'm glad somebody 16
on the outside could figure out the fact that we're 17
taking 21 and a half dollars of value.
18
MR. KASOWITZ: Objection. That's not what he 19
said. Objection. That's not what he said. That's not 20
what that e-mail says.
21
THE COURT: Wait, guys.
22
MR. GIUFFRA: I didn't jump up once last week. 23
MR. KASOWITZ: Because every time you did, you 24
got a burn.
25
THE COURT: Listen. Try to be accurate in 26

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PROCEEDINGS - GIUFFRA
T8
MR. GIUFFRA: Your Honor, if I put up slide 42,
that's the proposal that they were making to the Department
in February, Dewey LaBoeuf, and that is a transaction that
talks about a capitalization by a dividend, a reinsurance
transaction, and it's not what, what they were publicly

talking about.
Now, your Honor -MR.HOLGADO: Just to be clear, the e-mail you just
read from was not to the Department. It was an internal

e-mail.
MR. GIUFFRA: Correct, an internal e-mail to MBIA.
Mr. Dinallo, in slide 43, basically said that he was against
the proposal that they made in early 2008 because, quote, we
did not believe they would advance the interests of any MBIA

Corp policyholders.
Then, your Honor, if I could call out slide 44,
when Mr. Dinallo, you know, we talked about this last week,
when they talk about the billion dollar dividend they wanted

to do in '97, and he said no, and he cut it down.


Now, in slide 13, which is PX 306, I think it's
important to look at the date of this e-mail. It's
February 17th, 2008 -- happens to be my birthday -- and it's

Mr. Coulter and Mr. Lee. Those are the big stockholders
from Warburg Pincus, and they are sending it to Mr. Fallon,

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1
your reflecting what they say.
2
I hear your objection.
3
MR. KASOWITZ: Thank you, your Honor. 4
THE COURT: You can comment on it later. 5
MR. GIUFFRA: Your Honor, our position is that 6
in February of 2008 while they're publicly talking 7
about a plan that would be fair to all policyholders,
8
they're privately discussing a different policy. Let's 9
put up slide 12.
10
Now, this is Chuck Chaplin. He is the CFO of 11

MBIA, February 20, 2008. He's talking about the 12


problem of creating two classes of policyholders, which 13

is what happened here.


Mr. Chaplin is saying, quote: "For which
there is no provision in the Insurance Law."

14
15
16
Let me restate it. "The Ackman plan, which was 17
the stacked structure, was a heck of a lot better than 18
the sister structure, which they did: Quote, "If the 19
structure actually worked the way Ackman suggests, it 20
creates two classes of policyholders for which there is 21
no provision in the Insurance Law."
22
(End of take 7)
23
(Continued on next page)
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Min-U-Script

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PROCEEDINGS - GIUFFRA
who is the President of MBIA, and he is talking about the
fact that he has, we work through the restructured plan.
One key component is the negotiations with the bank
counter parties, with large CDS exposures. Their deals will
end up in the runoff company. We plan to start contacting
the banks tomorrow to advise them, given the news regarding
FGIC and statements regarding Dinallo and Spitzer, we may be

forced to split into multiple companies and then he says


quote, I will not tip our hand with specifics. We want to

try to maximize our leverage and limit their time to


respond.
Then, your Honor, there were documents talking
about starting a new "greenfield". A "greenfield insurer"
is when the holding company puts money in, creates a new
company funding by the holding company or by third-party

outside capital.
So, your Honor, if we put up slide 14, this was one
that MBIA's counsel showed the Court, this is a February,
excuse me, a March 28, 2008 e-mail from Bank of America
folks internally, and they are talking about MBIA, quote,
eventually intends to split the company with municipal and
structured businesses being written from separate operating

entities -- and this is the key part -- with both having


adequate capital. Both entities ideally will be AAA rated.

Then they say, the first priority of this is what

NYS Supreme Court Reporters

(33) Page 1395 - Page 1398

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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object to it. It's just not there. He read the sentence
6
and then he added something to it, as if it were there. 7
It's not there.
8
That's exactly accurate, there were cushions in 9
both companies, but it's, I will just object to him reading 10
something into an e-mail or a document that's just not 11
there.
12
Thank you, your Honor.
13
MR. GIUFFRA: Your Honor, let's put up slide 15. 14
Now, this is a presentation made in May 2008. This 15
is a presentation to the Insurance Department and it talks 16
about how MBIA, it says, will write new U.S. public finance 17
policies based on a capital injection of approximately 500 18
million dollars.
19
So, they are talking about using their own money 20
with a capital injection from the holding company or a 21
third-party, to create a new public finance insurer -- not 22
using money from MBIA Insurance.
23
Now, there comes a downgrade of MBIA to AA in June, 24
and there is a further downgrade by Moody's first, was an S 25
& P downgrade, the second was a Moody's downgrade. 26

they are being told by MBIA, is to build a capital cushion


sufficient to support both business units, not to use the
money from MBIA Insurance to start the new insurance Co.
MR. KASOWITZ: Your Honor, sorry. I have to

PROCEEDINGS - GIUFFRA
Insurance Department, MBIA Inc. has decided to contribute

900 million of the proceeds of the offering to, there is an


offering they had done of a billion dollar equity offering
they completed in February. That's what is in the language

of the document I am putting before the Court.


Contribute 900 million of the proceeds of the
offering to it subsidiaries in the next 10 to 30 days.
Let's put up slide 18.
Now, this is what MBIA is telling the world.
Again, their document, June 11, 2008.
MBIA issues letters to owners. I will read the
whole thing. One key item is to continue to pursue
opportunities to support the bond insurance market as a
whole, in conjunction with the New York State Insurance

Department and other stake holders.


In addition, we will assess what would be required
of us by the rating agencies and regulators to use one of
our two fully licensed subsidiaries as an AAA subsidiary for
the new public finance business, and then the key language,

quote, we have received a wide variety of third-party


interests in providing capital directly to such a new
company.
We have a substantial amount of liquidity
available, provided by our shareholders and, your Honor,

that's the money that they raised in that offering, so

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MBIA showed you, let's put up slide 17. They

1
2
showed you the Bank of America equity research report. The
3
research reports are being written for stockholders who are
4
interested in buying MBIA, and banks have research people
5
cover those stocks.
6
And, that document talks about the fact quote, MBIA
7
and AMBAC can possibly put capital to work in another clean
8
subsidiary, which would have AAA ratings, and provide
9
municipal bond insurance -- not using the capital from MBIA 10
Insurance, but using the capital from a third-party. 11
MR. KASOWITZ: Your Honor, I know what counsel 12
would like these documents to say. They just don't say it. 13
They don't say where that capital is coming from. 14
So, I just have a continuing objection to the 15
extent he is reading language as if it were in the document 16
and it's not. I will deal with it on my argument. We 17
will make our argument really, really short, but he is 18
making it up.
19
MR. GIUFFRA: Your Honor, I don't think I am making 20
it up at all. I am putting documents before the Court and 21
again, the facts speak for themselves, and it's not
22
attacking counsel, it's about what the facts are.
23
If you look at slide 16, PX 770, this is a press 24
release sent out to the world by MBIA, and they are talking 25
about how, after consultation with the New York State 26

Min-U-Script

Page 1402

PROCEEDINGS - GIUFFRA
having adequate capital is not an obstacle, close quote.
The point, your Honor, they are publicly telling
the world in June 2008, that they are thinking about having
a new public finance business. This is PX 32, I believe, is

the number.
They are telling the world that they want to start
this new AAA subsidiary, and they are saying they will fund

it. This is the words that MBIA told investors, told my

clients, that they have received a wide variety of


third-party interest in providing capital directly to such a
new company, and we have a substantial amount of liquidity

available, provided by our shareholders.


That's, your Honor, the money that was raised in
that offering. So, having adequate capital is not an
obstacle. There is no disclosure in this document of using

MBIA Insurance's capital to start this business.


Now, this letter, your Honor, was put before the
Court last week and I don't believe that counsel for MBIA
put that, focused on that language about the third-party

interests and having a substantial amount of liquidity

available.
Now -MR. KASOWITZ: In fact, your Honor, we did.

And,

he ought to read, he ought to read the whole notice to


shareholders if he would like. I will do it on my turn.

NYS Supreme Court Reporters

(34) Page 1399 - Page 1402

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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right, your Honor.
5
MR. GIUFFRA: Your Honor, I stand by every word I 6
have said, and we support it by the documents.
7
What your Honor heard last week, we liked it, we
8
knew all about it. Well, what was talked about is
9
obviously different than the transformation that ultimately 10
happened. That's what the records support.
11
MR. KASOWITZ: I am objecting to that, your Honor. 12
MR. GIUFFRA: All right. That's fine. The 13
objection is noted.
14
THE COURT: I think that's my line.
15
MR. GIUFFRA: Let's put up PX 31.
16
This is an internal e-mail, your Honor, MBIA -- 17
certainly not put up before the Court -- Chuck Chaplin, the 18
CFO to Mr. Brown and other extremely senior members of MBIA, 19
and they are talking about, this is June 12th, 2008, PX 31. 20
Then he says, quote, a start-up -- the subject 21
matter is reply from today's letter to owners.
22
They say, quote, a start-up with some third-party 23
capital would be superior to 100 percent MBIA owned new Co., 24
from a rating agency perspective. It will also have a 25
superior marketing position. I think, the question is how 26

Just coming out and making statements that are just not
borne out by the record is just not right or, including
language within a document that's not there, is just not

PROCEEDINGS - GIUFFRA
is an e-mail from Mr. Ram Wertheim, the general counsel of
MBIA, and it's attaching a copy of this release that's dated

June 11, 2008.


And, what the e-mail says -- excuse me, your Honor,

this is actually a public press release. This is a public

press release put out by MBIA.


MBIA is disclosing that instead of putting that
$900 million that they talked about putting into MBIA
Insurance, that when we first reported our financial, quote,

when we first reported our first quarter financial results


on May 12, 2008, we said we would downstream 900 million in

proceeds from our recent public equity offering from the


holding company to our subsidiaries to support our AAA

ratings, said Chuck Chaplin, CFO.


Then, it goes on to say, however, our landscape has

changed.
So originally, they were going to take the
$900 million and downstream it into the insurance Co., the

ratings weren't able to be maintained, and they decided


rather than use the money to start a new municipal bond
insurer what they would, in fact do, is -- we will show,
your Honor -- put up slide, I think it's 45, new muni bond,

municipal bond.
What they did, your Honor, was they used the money

to buy back stock. Instead of using the money to put it

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much money is really needed and what proportion of the

ownership goes to the third-party. I am, I still am


assuming that the start-up requires only a few hundred
million, and we could be a majority owner if we so desire.

We would still have the ability to engage in a very


substantial buy back.
That's a stock buy back they engaged in, instead of

putting the money down to the Insurance Co.


So, the point, your Honor, is in June 2009, MBIA is

talking about what they are telling the world.


THE COURT: 2008.
MR. GIUFFRA: And, the last line, Mr. Steinberg
reminds me, quote, we should hold off on buy backs -- that's
stock buy backs -- until we know what's required to launch a

new, high rated municipal bond insurer.


They are talking in mid June 2008 about using their

own capital to start this new municipal bond insurer.


That's what was, is being talked about privately in MBIA as

an option.
There is no question that during 2008, MBIA Inc.
had sufficient money, and they have quantified how much they
think they need to start a new municipal bond insurance Co.,

as opposed to using money that was needed to pay


policyholders.
Now, let's put up slide 21. This is PX 953. This

Min-U-Script

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into the subsidiary like they publicly said they would,
instead of putting it into the subsidiary, instead of using
$200 million which is what the CFO stated was needed to
start the new municipal bond, they decided it made more
sense to buy back the stock. They bought back 45 million
in shares in September, 52 million in November, and 78

million in December.
MR. KASOWITZ: Your Honor, I just got to object.
The graph doesn't account for sums that were put into the
insurance Co. at or about that time. It makes it sound as
if there weren't -- there were amounts. We will do it on
our time. There were amounts that were put indirectly and

directly, which we will deal with it.


Thank you, your Honor.
MR. GIUFFRA: We will get an argument.

I sat here

for days. The argument you are getting is inaccurate.


Our point is a much more simple one. They were
going to take $900 million and put it in the subsidiary.
They don't do that because the ratings had gone down and in

fact, what this did instead, there is no question in this


period, between August and September of 2008, they bought

back all of this stock.


They could have spent the money on doing something
else. They could have used it to start a new insurance Co.

Let's put up 23.

NYS Supreme Court Reporters

(35) Page 1403 - Page 1406

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


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MR.HOLGADO: Your Honor, before he moves on, he is
saying "instead of", you know, 900 million, and he showed

you 220 million. A lot of this money was used, as Mr.


Kasowitz will get to on his next time that he is able to
speak, to retire Guarantee Investment contracts that they
had entered into, but Corporation was a guarantor, so there

was an indirect benefit to Corporation as retiring those.

MR. GIUFFRA: We are talking apples and oranges.


Our point is simple.
We were told they were going to go out, and I have
shown you public documents of MBIA, talking about raising

third-party capital, using third-party capital where MBIA

Inc. assets start a new municipal insurance Co.


I showed you, your Honor, a CFO e-mail saying it
would cost $200 million to do so. That's what Mr. Chaplin

said in his e-mail. We haven't doctored the e-mail. It's a

real e-mail.
The point, your Honor, is that they ultimately used
more than $200 million to buy back their stock. So, what I

am saying is, what they ultimately did in this transaction

was used the capital at MBIA Insurance to start that


municipal insurance Co.
So, what Mr. Kasowitz was talking about that, when
he spoke about this, he was saying well, everyone knew about
the transformation. The public transformation was one that

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question in between there. Just to make it, clear he
answers yes to that question, and the question following is

that, "tell us about those discussions".


I am not saying it's particularly changing what the

answer is, but let's just be accurate.


MR. GIUFFRA: Your Honor, I am happy to put it up.
We are not changing any meaning. We are not using any

ellipses.
Our point, your Honor, is that Mr. Brown -- why
don't we put up the whole page? Facts are the facts.
Okay. Do you recall any discussions with Mr. Brown
about his decision not to downstream $900 million to MBIA

Corp.?
"Answer: Yes.
"Question: Tell us about those discussions.
"Answer: I don't know how I will, I don't know how

I was informed of the decision not to downstream, but I


remember being disappointed with it and having, so to speak,

in a serious of conversations -- " let's keep going -"having it out -- " no, no, you are doing a great job,
Roger. It's hard.
"And having it out with him about it." That's what

Mr. Dinallo said.


MR. HOLGADO: Read the next two questions and
answers.

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1
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funded with third-party capital. It was not something that
3
was going to be done that was a transaction that was worse,
4
worse, than the Bill Ackman stacked structure.
5
Our point, your Honor, is they had a public
6
transformation plan that was known to the world and people
7
commented on, and then, they had a private plan. The
8
private plan was one that was unfair to the structured 9
policyholders at MBIA Insurance because they used money that 10
should have been used to pay their claims to protect them in 11
the middle of the financial crisis, to start a new municipal 12
insurance Co. to benefit the holding company.
13
Now, your Honor, here is Mr. Dinallo's testimony. 14
It is at his deposition he was asked about this $900 million 15
and why it wasn't down streamed.
16
He said I remember being disappointed with it -- 17
346 and 47. He says, I remember being disappointed with it 18
and having, so to speak, in a series of conversations -- let 19
me restate.
20
Quote: Do you recall any discussions with Mr. Brown 21
about his decision not to downstream the $900 million to 22
MBIA Corp?
23
"Answer: I don't know who I was -- I don't know 24
how I was informed of the decision not to downstream." 25
MR.HOLGADO: There is an another answer and another 26

was going to be AAA for both structured and non structured,

Min-U-Script

Page 1410

PROCEEDINGS - GIUFFRA
MR. GIUFFRA: Did Mr. Brown ever indicate to you
why he was not down streaming the 900 million to MBIA Corp?

"Answer: Yes.
"What did he say?
"Because of his belief, which I came to agree with
based on, I don't remember the record, could have been based
on conversation with him, presentations, I don't remember,

but in a principle sense, I came to conclude it was, it had


been raised with the intention of keeping the AAA rating.
"And, that once the AAA rating had been breached,

it was not a condition, conditions had not been met, in

essence, to speak like a lawyer."


MR.HOLGADO: The rest.
MR. GIUFFRA: So, "I said, okay, you are correct.
I concluded it was raised for that purpose and then the
conversation went into other directions, but initially, we

had a disagreement."
The point is, they said they were putting the money
in, when the rating went down it wasn't in their economic

advantage to do so. They changed their mind.


Superintendent Dinallo was not happy about that.
They may have had conversations. We can cross examine Mr.

Dinallo on the details of it, but the bigger point, which is

getting lost here, is that they used -- the public plan,


transformation plan, was to use their own money to start

NYS Supreme Court Reporters

(36) Page 1407 - Page 1410

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


Page 1411

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a fiduciary duty to treat fairly in the final plan.
4
Let's call out number 24. This is an internal Soc
5
Gen e-mail.
6
And, quote, with the MBIA downgrade, Moody's also
7
penalized MBIA for electing to keep 1.1 capital billion
8
capital proceedings at the holding company and threatening
9
to use the cash to start a new financial guarantor, instead 10
of down streaming to the existing insurer.
11
The point being, Soc Gen is writing e-mails 12
internally in the middle of June of how they may use the 13
money to start a new insurance Co., not they are taking the 14
money from MBIA Co. Insurance.
15
Slide 25. This is the Standard & Poors document. 16
Mr. Kasowitz showed you this document. And, it talks about 17
the fact that the money, this is what Standard & Poors is 18
writing about, the fact they have had some success in 19
accessing 2.6 billion of additional claims paying resources 20
and this is the part that was read before, and then goes on 21
to say, quote, this money may be used to fund it new, 22
proposed new subsidiary or support other initiatives, close 23
quote.
24
Then, down at the bottom, S & P, quote, understands 25
that management has initiated a plan in restructuring its 26

this business and certainly not to do a transaction that was


less favorable to policyholders who, Mr. Brown said, he had

PROCEEDINGS - GIUFFRA
What does the Merrill Lynch person say? We have
spent -- and there is no discussion in this, e-mail about
taking 5 billion in claims, paying asset from MBIA Insurance

to start this new public finance subsidiary.


What does the Merrill Lynch person say?
Quote, we have spent some considerable time on the

legal aspects of a potential spin off. We don't see how

this is possible."
Not that they supported it, not they thought this
was going to work -- that was the publically disclosed plan.

Here is another document 27.


This was an e-mail that MBIA showed to the Court
between a Merrill Lynch employee and Mr. Aldama about

commutation discussions.
Now, this was described to the Court as being about
transformation. In fact, your Honor, this e-mail was about

commutations -- settlement.
There is evidence that Mr. Dinallo, among others,
was involved in trying to promote the Merrill Lynch
settlement during the course of this entire period, but your
Honor, it says, quote, this is October 24th from Merrill
Lynch to Barclays, good, I think MBIA talked to Dinallo
yesterday, and he now has one side of the equation. Will be

good to get the other side in front of him, close quote.


What they are talking about is commutations and

Page 1412

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subsidiary and stabilized MBIA's AA rating.
4
The point again being, your Honor, there is
5
discussion about using existing money that they have to fund
6
this new insurer.
7
Now -8
MR. KASOWITZ: I will object. I am objecting just 9
for the record, your Honor.
10
MR. GIUFFRA: MBIA's counsel did not show the Court 11
e-mails in which Petitioner's questioned whether even the 12
publically disclosed transformation plans were legal. 13
Internally, in e-mails they are questioning what 14
they are talking about publicly, what S & P is talking 15
about, whether it would be legal.
16
So, let's put up 26.
17
This is an e-mail involving Merrill Lynch and Mr. 18
Aldama at Barclays, and the Merrill Lynch employee is 19
telling Mr. Aldama -- let me restate.
20
Mr. Aldama, in October, because this is getting 21
pretty late in the story, my understanding -- quote, my 22
understanding is that this discussion is around supporting 23
muni book. Also on the table is the good Co. and spin Co., 24
whereby treasury adds support to good Co. and distressed 25
stuff are placed in spin Co.
26

business in such a way that, according to MBIA, the public


finance business would be insured by a separate non dormant

Min-U-Script

PROCEEDINGS - GIUFFRA
trying to force policyholders to take less money than they

were entitled to understand their insurance contracts.


Now, now, MBIA itself has said that the Insurance
Department refused to even consider its private, what we

call the "secret transformation plan", until the end of


November.
So, let's put up 28. This is a question,
deposition of Mr. Brown, page 139, and the question is,

prior to October 30, 2008 who, from the Insurance


Department, was against the transformation transaction?

"Objection:
"Answer: -- " there is a meeting in October which
has been talked about during the course of this proceeding,

October 30th.
Mr. Brown's testimony was, quote, prior to this
meeting, the Department was focused on a collective approach

to Treasury in trying to get a solution for the entire


industry. That was their preferred solution. And so,
they weren't interested in discussing an MBIA unique
solution that didn't involve support from Treasury."
This also contradicts the whole notion that was,
this was reviewed for a year, your Honor. The CEO is
saying, as of October, the Department wasn't focused on an

MBIA unique solution.


Your Honor, let's put up 46. This is Mr. Dinallo,

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ABN AMRO v.
DINALLO, MBIA

May 31, 2012


Page 1415

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paragraph 43 of his supplemental affidavit.

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2
"MBIA Corp formulated a restructuring proposal in
3
the fall of 2008 that was, in general terms, similar to the
4
proposal he made in February 2008.
5
"The Department's initial reaction to the proposal 6
at this time was different however, because one, the rating
7
downgrades effectively precluded MBIA Corp from writing new
8
business, removing my principal concern about the effect of
9
the February 2008 book splitting proposal on MBIA Corp's AAA 10
rating, and two, I had been told and believed that splitting 11
MBIA Corp. for any FIGs book was a prerequisite for 12
receiving TARP or any other Federal assistance." 13
The point is, your Honor, he was against this 14
proposal until October, and his testimony, which I think I 15
put before the Court previously, and where Mr. Brown says 16
there was a change, part of the reason for the change was 17
because the Federal money wasn't going to be coming 18
available.
19
29. This is Mr. Brown writing an e-mail on 20
October 30th. That's the day of the big meeting where 21
there is a big switch at the Department in terms of their 22
view on whether to support this private transformation, 23
secret transformation plan.
24
Again, I am not making up the documents. That's 25
Jay Brown, PX 44.
26

PROCEEDINGS - GIUFFRA
banks to inject into this document something that's not
there, namely, what the transformation proposal was, I mean,

it's just not in the document.


So, we object to it to that extent, your Honor.
MR. GIUFFRA: I don't have it on this slide. There
is an October 30th meeting, there is a slide show
presentation. That slide show proceedings, I believe,
presentation, it's in the administrative record. In fact, a
lot of things talked about in this case, talked about the

secret transformation plan.


That doesn't talk about using third-party capital
using the money that was at the holding company to start a

new municipal bond insurer. Obviously, the Insurance


Department wouldn't be opposed to using MBIA Inc.'s capital

to start a new insurance Co.


(Continued on next page.)

Page 1416

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Quote, thanks for taking this on. Eventful day.
We, the guys, pitched transformation to the NYID."

This is the key language -- "for the first time,


they focused on how we plan on getting it done."
How we plan on getting it done versus being against

it.
"Also submitted non binding offer structure for
price to -- that has nothing to do with the point.
The point, your Honor is, on October 30th, Mr.
Brown is noting that for the first time, the Department is
focused on how we plan on getting it done versus being

against it.
Obviously, the Department wouldn't have an
objection to MBIA using its own capital or third-party
capital to start a new muni bond insurer. That's what they
publicly disclosed. This is a different plan, not one that
was disclosed to policyholders or the rest of the market.

MR. KASOWITZ: Your Honor, I have to object to


that. We don't object to the document. It's exactly what
we have been saying, which is, that the Department had been
not in favor of transformation earlier on when they were

talking to us about it, but they weren't in favor of it.


They certainly weren't in MBIA's pocket -- no question about

that.
That supports our position entirely, but for the

Min-U-Script

Page 1418

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Petitioners-Giuffra
T9
MR. KASOWITZ: Your Honor -MR. GIUFFRA: This was a different plan of
different magnitude, and that, your Honor, was the big

issue, and that's where the change came.


MR. KASOWITZ: Your Honor -MR. GIUFFRA: Mr. Kasowitz has been glossing
over the key facts, which is that final transformation
plan used MBIA Inc. capital to start this insurance
company. Didn't use third-party money and didn't use

Inc. money.
MR. KASOWITZ: I'll make this point, your
Honor, and deal with it on argument, which is fine. We

just heard for the first time that there are two plans:
Secret 1 and not secret 1.
We also heard the banks' point that at the
beginning -- and you just saw it -- that Mr. Dinallo
was opposed to the plan. He was opposed to the plan to
use insurance company money to fund the new National.

That was the reason that he was opposed to the plan.


Now he's trying the say, well, I don't know if

he was opposed to it, but it was for a different


reason, whatever.
We'll do it on argument. As long as he
doesn't just put language in a document that's not

NYS Supreme Court Reporters

(38) Page 1415 - Page 1418

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


Page 1419

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Petitioners-Giuffra
there. Thank you.
MR. GIUFFRA: Your Honor, I stand by every
word I have said. The frustrating thing about this is
that they're the ones making the big statements that
our clients knew about and supported this transaction.
I have put before the court what was publicly disclosed

by MBIA.
I've even put before the court private
documents where they're talking about using third-party

money, and there is a big difference, your Honor,


between using third-party money or MBIA money and using

money that belongs to the shareholders.


THE COURT: Okay, well, I think you've all
made it clear that there is a big issue about this, and
you have different positions on it, so I will hear each

of you.
I certainly am aware that this is an issue
that I am going to have to look into, so we'll let him
finish, you have your objections, and it would probably

be better at this point on that issue for him to


finish. Everyone will get an opportunity.
MR. HOLGADO: Very briefly, I would just say
my objection is a different one, which is that this is
plenary action issue. This is not really an issue for
this proceeding, but that's a little bit different from

Page 1421

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Petitioners-Giuffra
business with MBIA in the future.
He wants more business. They're customers.
It sort of gets lost in all this case that Societe
Generale is a customer.
Societe Generale bought insurance just like
you and I buy housing -- property and casualty
insurance or health insurance.
They bought this insurance. They're trying to
-- basically their salesman is going out and meeting
with Societe Generale in November. He's looking for
feedback, and they talk about how they're in the
process of creating a new municipal bond insurer.
Now, down at the bottom are highlights of the
meeting. First bullet: "Mr. Barbour stressed that
MBIA is very much aware that any new company must not

harm existing policyholders, as existing clients are


the most likely targets for new business," close quote.

Then Mr. Barbour asked a few questions. I


think -- let's just keep going. Go back to the main
document. I want to put up the original document, so

there's no question.
Up at the top this is reporting on this
meeting with Mr. Barbour: Quote, SG is flexible
regarding supervision outside the U.S. This is a
question of who is going to regulate MBIA non-U.S.

Page 1420

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Petitioners-Giuffra
what they've been talking about.
THE COURT: Thank you for your input.
MR. GIUFFRA: Your Honor, respectfully, the

1
2
3
4
document that I'm putting before the court talks about
5
a meeting with the New York Insurance Department. 6
The central issue in our case is the use of
7
claims-paying assets to start a new insurance company 8
for the benefit of the holding company. It's clearly 9
relevant.
10
Now let's put up slide 30, another document 11
that we hadn't seen before. Now, this is a report to 12
Societe Generale. Let's actually put the whole thing 13
up, so there is no question about what we're doing 14
here; can we do that? These guys are so talented. 15
This is a meeting that was requested by MBIA. 16
It was requested by a Ian Barbour, who was a managing 17
director at MBIA UK.
18
The date of it is November 7, 2008, and
19
they're talking about, if you look down at the bottom: 20
"There's been a downgrade. Below is a summary of a 21
meeting we held at MBIA's request."
22
So an MBIA person is going to meet with 23
Societe Generale on November 7.
24
Mr. Barbour was interested in getting some 25
feedback from the European banks regarding doing 26

Min-U-Script

Page 1422

Petitioners-Giuffra
insurance subsidiary."
It says: "SG is flexible regarding
supervision outside the U.S., so long as there is
transparency and rigorous supervision.
The SG folks thought that, you know, New York

insurance, 150 years of pretty tough pro-insurance


policyholder regulation.
Quote: "SG has been disappointed that U.S.
regulators have made a differentiation in policyholders

(municipal versus CDF).


There had been discussions publicly in
connection with other monoline restructurings about

municipal versus structured.


Then: "SG says SG would like to be treated
equally with all policyholders. Mr. Barbour stated
that MBIA is mindful of this."
So this is an e-mail, internal e-mail
reporting on a November 7 meeting that was set up at
MBIA's request, which Societe Generale is basically
saying that we would like to be treated equally with
all policyholders, and the MBIA salesperson is saying,

quote, "MBIA is mindful of this," close quote.


The point being they're certainly -- MBIA is
certainly not telling Societe Generale, as one would
have thought listening last week, that we're going to

NYS Supreme Court Reporters

(39) Page 1419 - Page 1422

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


Page 1423

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Page 1425

Petitioners-Giuffra

1
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He's telling them we're mindful of the fact
3
that you want to be treated equally.
4
The application itself was submitted on
5
December 5. Let's put up that slide. In the actual 6
application itself MBIA requested confidential
7
treatment. There is no question about that.
8
Last week when I was listening, I was thinking
9
you know, maybe there's going to be a motion for 10
reconsideration to the Court of Appeals that somehow we 11
knew about all this.
12
There is not a shred of evidence that the
13
public knew about this application, and it was treated 14
confidentially, and that's been the position of
15
everyone in this case from day 1.
16
Now, on February 18 the transaction gets 17
publicly announced. The e-mail, your Honor, tells the 18
story, not the affidavits that are written by lawyers 19
after the fact.
20
It's the contemporaneous documents the other 21
side would like to have your Honor just sort of ignore, 22
but that's where the key evidence is in this case. 23
Here's a February -- let's put up slide 61.
24
Societe Generale -- this is e-mail. Let's put up the 25
whole thing, so there is no question.
26

Petitioners-Giuffra
MR. GIUFFRA: I think that's pretty much it.
THE COURT: Well, it's probably not all it,

essentially engage in a transaction that will harm you.

but...
MR. GIUFFRA: Put it up. Your Honor, I'm
happy to have our translator do it. That's my
understanding. Pull it up.
Didn't you take French? You can read it for
us.
MR. KASOWITZ: Is something redacted?
MR. GIUFFRA: Your Honor, we'll circulate the
whole e-mail to everyone and deal with whatever issues

they'd like to deal with.


MR. KASOWITZ: I mean I don't know, your
Honor. I thought I saw something that said redacted on

there.
MR. GIUFFRA: Different document.
MR. KASOWITZ: Another document that's
redacted.
MR. GIUFFRA: Mark, as you know, to the extent
that -MR. KASOWITZ: I'm directing my comment to the
court.
THE COURT: He said he does not have the
complete e-mail, and when he does, he will give it to
you, the original one with the certified translation,

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Petitioners-Giuffra
Actually, it's more complicated. This is an
e-mail on February 18, 2009. It's at 2:13 in the

1
2
3
afternoon. The e-mail was in French. I was a very bad
4
French student, so I'm not going to attempt to read it.
5
But we went and got the e-mail in French, and
6
this is senior people at Societe Generale communicating
7
with one another, the people who supposedly liked this
8
plan and knew about it in advance and endorsed it.
9
The translation of the e-mail -- we have a 10
certified translation that we got -- said, quote:
11
"This is a pretty appalling deal. The policy of the 12
new company is second-pay, so MBIA Insurance Company is 13
still on the hook for the entire risk on the munis and 14
must pay 2.9 billion in premiums. How can that be 15
legal?"
16
That's what Societe Generale was saying when 17
this was publicly announced. They certainly never 18
endorsed it.
19
What they're focused on, your Honor, is the 20
fact that MBIA Insurance paid $2.9 billion to National 21
for this reinsurance, but the way the reinsurance 22
worked, MBIA Insurance was still ultimately on the hook 23
for those policies.
24
MR. KASOWITZ: Your Honor, can we have the 25
whole e-mail.
26

Min-U-Script

Page 1426

Petitioners-Giuffra
okay?
So if you can get that to us tomorrow, that
would be good.
MR. KASOWITZ: Thank you, your Honor.
MR. GIUFFRA: We'll do that.
MR. KASOWITZ: Also with the information, A,
whether it was produced and, B, when it was translated
and the like, so we can at least have that information.
MR. GIUFFRA: Absolutely. We'll give it to

you, no problem.
MR. KASOWITZ: Thanks.
MR. GIUFFRA: The point, your Honor, is that
senior folks at SG are writing in French, how can this

transaction be legal, the day it gets publicly


announced.
That certainly belies any notion that they
knew about this, they supported it, that they endorsed

it.
Then another e-mail. Let's put up 36. This
is e-mail Bank of America Securities, and the date of

that one is February 24 after the transaction was


announced.
It's MRX 1318, and the Bank of America person
is talking about, you know, what had happened, and they

said: "We had heard it was being discussed, but I

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DINALLO, MBIA
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Petitioners-Giuffra
thought the conclusion was it was not feasible."
So to the extent that there was any market
scuttlebutt about this transaction, people thought it
wasn't feasible, it wasn't legal, it couldn't go
through.
So the notion that the petitioner supported
this transaction is preposterous.
MR. KASOWITZ: Not to be a stickler, your

Petitioners-Steinberg
MR. STEINBERG: Absolutely, your Honor.
THE COURT: Let's come back after a short

1
2
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5
6
7
8
9
Honor, but could we read the e-mail that was responding 10
to it? "Shouldn't come as a total surprise over there, 11
right? Some people were told last November/December 12
this was coming."
13
MR. GIUFFRA: Yes, and the answer is: "We 14
have heard it was being discussed, but we understood 15
that it was not feasible," it was not lawful. There is 16
no question, your Honor -17
THE COURT: It doesn't say lawful.
18
MR. GIUFFRA: "Not feasible."
19
THE COURT: Definitely "not feasible," it 20
says.
21
MR. GIUFFRA: But, your Honor, we actually 22
have other e-mails. The point, your Honor, is that the 23
notion that everyone supported this, knew about it, is 24
completely belied by the record.
25
MR. KASOWITZ: We'll introduce -- reintroduce 26

break.
(Short recess taken)
THE COURT: Am I going to hear your melodious
voice now?
MR. STEINBERG: I had a great PR agent
apparently. He's really built me up so well, I think
I'm like the Rolling Stones coming on as the second

act.
Unfortunately, I have a little bit less
exciting things to talk about than the Stones might be

playing for you.


I get to go back and talk about 1309, two
prongs, the objective test and the more subjective loss

reserve analysis.
THE COURT: That sounds great.
MR. STEINBERG: It's the afternoon. I see the
Diet Coke. I share your pain.
THE COURT: I've got caffeine.
MR. STEINBERG: We'll just start with what is
the standard of conduct that's going to be measured
here? Because in this case the New York Insurance

Department has done us the terrific favor of


identifying what they thought in their answer is the

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Petitioners-Giuffra
the e-mails where they talked about it being feasible,
so that's fine. I just wanted the whole e-mail read,

your Honor, thank you.


MR. GIUFFRA: Feasibility, Mr. -- your Honor,
is that's using third-party capital and the like to
support it.
Let's put up slide 39. The ultimate notion
that this whole transaction was public, that this
transaction that they wanted confidential treatment on,
that there was no public disclosure by MBIA that they'd

filed the application, that's undisputed.


They never put out a press release saying we
just filed an application with the New York Insurance

Department.
The New York Insurance Department certainly
never put out a press release, we're considering this
application. And the terms of the application were
clearly secret, there is no question about that, and
the structure of the transaction was secret.
What happened the day that this transaction
was announced? The stock price went up 30 percent.
Your Honor, I'm going to stop right now and
turn the baton over to Mr. Steinberg. Thank you.
THE COURT: Do you want to take just a few
minutes, Mr. Steinberg, before you start.

Min-U-Script

Page 1430

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Petitioners-Steinberg
relevant test with regards to solvency, and that is
1309.
I am not going to spend a lot of time, we've
already discussed this before, but let's put up slide
2.2. In their verified answer, the state affirmatively
averred that the definition of insolvency stated by
petitioners in our paragraph, they said was irrelevant.
Instead, the department determination of MBIA
Corp.'s post transformation solvency was based on the
definition of insolvency provided for in Insurance Law
section 1309, and here's the important part: "... which
the department was required to utilize in making its

determination."
Now, your Honor, obviously, knows that the
highest form of evidence is an admission in a verified
answer. That is what they admit to be the standard of
conduct, the standard of insolvency to be measured at

in this case.
Now, let's go to 1309 itself, and we have
talked about, your Honor, before the provisions of
1309, and let's just sort of reorient ourselves around

it because there are these two tests.


And the statute has sort of two parts to it.
It has -- well, there's really sort of two elements to
it.

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Petitioners-Steinberg

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do after they find insolvency? The first part of it, 3
the part that I'm going to be focusing on right now, 4
is, what is the definition of insolvency?
5
So the statute says that when the
6
superintendent finds, from a financial statement or 7
report on examination, that an authorized insurer -8
someone like MBIA -- is unable to pay its outstanding 9
lawful obligations as they mature in the regular course 10
of business.
11
That's what they're setting up as the
12
standard. Then the legislature has given two different 13
ways, both of which must be met, to insure that that 14
initial standard is correct.
15
It refers to "as shown by," and then there is 16
what we have added is the bracket. The two different 17
elements, right "as spoken by the required reserves and 18
other liabilities over admitted assets."
19
That, we talked about before as the more
20
subjective element. It involves having loss reserve 21
understandings and judgments.
22
And the second is "by its not having
23
sufficient assets to reinsure all outstanding risks 24
with other solvent authorized assuming insurers after 25
paying all the accrued claims owed."
26

One is, what is the superintendent supposed to

Page 1433

Petitioners-Steinberg
capital line. I'm not going to spend a lot of time on
it. It's actually the admitted assets because when we
talk about solvency, you've got to measure it against
the standard.
Again, I'm sorry. I didn't write the statute,
but the statute has a definition of admitted assets.
Admitted assets are assets available to an
insurer to fulfill policyholder obligations.
These are -- there are accounting standards
and statutory accounting principles, your Honor, and
statutory accounting principle no. 87 describes
nonadmitted assets, and those nonadmitted assets are
"assets having economic value other than which can be

used to fulfill policyholder obligations or those


assets that are unavailable due to encumbrances or
other third-party interests, should not be recognized
on the balance sheet."
Now, we don't have to know what it is. It's
not important to the analysis I'm going to talk about,
but I want it to be known that there is a difference
between admitted assets, which can be used to measure
against the liabilities, versus something more broadly

called statutory capital, which also has admitted


assets, but it adds on certain required reserves and
contingency reserves.

Page 1432

Page 1434

Petitioners-Steinberg
So right now I'm just going to focus on those
two prongs. There has been no dispute among the
parties that you have to satisfy both prongs.
The state says -- and I will get to that.
Excuse me, Mr. Holgado.
The state says that it was impossible during
this period to meet that standard and that that
standard, that second standard, is not enforced.
Have I satisfied you, Mr. Holgado?
MR. HOLGADO: You said that there is no
dispute between the parties as to they have to satisfy
both prongs. That's not what Mr. Moriarty testified;
that's not what the state respondents are saying.
The department never relied on this

Petitioners-Steinberg
It takes the admitted assets, it subtracts out
the liabilities, but then it adds in the contingency
reserves.
That's not the test we're talking about. In
this statute you're not looking at the contingency

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reinsurance prong, and that's what Mr. Moriarty says in 16
his 31 years at the department. It's not been
17
utilized.
18
MR. STEINBERG: Okay, I want to focus on that 19
because I'm going to come back to that, your Honor. 20
That's the state's position.
21
THE COURT: Okay.
22
MR. STEINBERG: Never been focused upon, never 23
been used. Mr. Moriarty's testimony. We're at issue 24
on that, and I'm going to come back to that.
25
Now, I want to talk about the statutory
26

Min-U-Script

reserves. You're only looking at the admitted assets

minus the liabilities.


So it is a stricter test than just looking at
the whole universe of assets that could potentially be

available.
Now, where in the record is the determination
that 1309 has been complied with in any respect? It

isn't in the letter, it isn't in the approval letter.


It's not in the press release, it's not in the talking
points. It's not even in the hedge fund conference
statement that Mr. Dinallo gave.
There is no determination that this conduct,
this test, which is the state says is required, is
anywhere met in the administrative record in this case.

I thought that until I heard some grumblings


from the MBIA respondents that the respondents don't
dispute that no one actually did a solvency exam under

1309.
Let's put it in this light. The New York
Insurance Department indicated that they didn't do one,

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Petitioners-Steinberg
and that was reestablished through the Buchmiller
testimony -- I'm not going to read it again for you. I
read it for you before -- and the Moriarty testimony.
Both of them focused on it would take time to
do it. It would take a lot of time because it's a real
endeavor.
Now, this was no great surprise to anybody.
In fact, in the conversation that we had, the
discussion of the tapes that were made between Mr.
Chaplin and Mr. Buchmiller, and in the tape that we
played for your Honor, which was evidence of a
conversation from January 9 of 2009, there was a
discussion again of the amount of time it would take.
Let's pull up PX 50. This is from that
transcription, and Mr. Chaplin is talking to Jack

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Buchmiller on January 9, so just a little bit more than 17
a month before the transformation transaction is 18
approved.
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Mr. Chaplin says: "And they need -- they 20
need -- well, obviously, the" -- sort of, you know, 21
conversational -- "if we're going to go bankrupt, you 22
need to know that.
23
"But that's not -- that's not what we're
24
thinking, but, you know, we want to go over with you 25
the exact thought process and what we're talking about 26

Page 1437

Petitioners-Steinberg
what they really said is -- they characterized our
argument.
They said that: "We're saying the
superintendent" -- I'm quoting from the May 24 at page
1009 -- "should have waited for months and months and
months and months of a triannual exam, more than an
additional year of a triannual exam to be done in order
to make any kind of decision or it should have gone out
and hired BlackRock, but he should have done nothing."

Now, that is exactly not our position in this


case. In fact, Mr. Holgado told the court about a
formal examination under the Insurance Law 309 that
takes 12 to 18 months and is done every three to five

years.
So we should just -- we're actually asking
them to do it super-slow, to follow the rules, and it
would just take too long, and they didn't have that
time.
Well, there's a problem with that, your Honor.
It's that they're not limited to doing a triannual exam
once every five years. They can do one whenever they

want.
So let's put up Insurance Law 309A. 309A
says: "The superintendent may make an examination into

the affairs of any insurance corporation or other

Page 1436

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Petitioners-Steinberg
reserving for Q4.
"Mr. Buchmiller: Uh-huh.
"Mr. Chaplin: So you can think about, okay,
is there any future volatility associated with that,
and is it reasonable to expect that the leave-behind

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company really that MBIA is still going to be a solvent
7
and have financial integrity on a go-forward basis?" 8
Mr. Buchmiller says: "Yeah, personally I
9
looked at the question, and that's what we're here for; 10
that's what the examination is about.
11
"Mr. Chaplin: Yeah.
12
"Mr. Buchmiller: That's not a short time 13
line. It's going to take -- that's going to take us
14
some months to grind through."
15
Of course, they didn't do that analysis. Mr. 16
Buchmiller and Mr. Moriarty both agreed that the New 17
York Insurance Department didn't do that, and that 18
that, in fact, that exam, that solvency examination, 19
wasn't done until May 2010.
20
So, how do the respondents then come back with 21
their come-back?
22
They say -- they insist that waiting for a
23
solvency exam would mean the transaction would be 24
completed every five years, and you heard about the 25
triannual examinations, right, and they characterized-- 26

Min-U-Script

Page 1438

Petitioners-Steinberg
insurer doing or authorized to do any insurance
business in this state or any pension funds, retirement
system or organization which is required by law to make

reports, or is subject to examination by the


department" -- here's the kicker, "as often as he deems
it expedient for the protection of the interests of the

people of this state."


He can do it whenever he wants.
THE COURT: The thing was he was doing it. At
the time this was happening, he was in the midst of
doing it.
MR. GIUFFRA: Right.
MR. STEINBERG: Right. He didn't have to
wait.
THE COURT: He may not have finished the whole
thing, but he was doing it.
MR. STEINBERG: He was doing it, but if you're
going to have the test, if you're going to meet the
test, when did they satisfy the test? May 2010?
That's when they finished the exam. They
hadn't reached conclusions. Where are the conclusions

that they've met this test by February of 2010?


Everyone is saying they didn't have time to do it, your

Honor; they couldn't get it done.


MR. KASOWITZ: I'm going to object to that,

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May 31, 2012


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Petitioners-Steinberg
that that's actually not what the record says, so, you
know, we'll have argument on that.
There is no agreement to that. Both the
approval letter and the press release and numerous

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5
documents, including Mr. Buchmiller's report the other
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day all talk about the fact that they found that there
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was solvency here.
8
So I am just noting this objection for the
9
record before this goes on without that gap.
10
MR. STEINBERG: There is not a finding in Mr. 11
Buchmiller's memo that the requisite items, the 309, 12
are met, there is no discussion that he admitted
13
assets, there is no discussion of the solvency
14
analysis.
15
It wasn't done until May, and if they want to 16
argue about this, at best they're now pushing
17
themselves into a disputed issue of fact that would 18
require full examination of that point.
19
But, your Honor, it gets worse than that. It 20
gets worse because if they really wanted to do it 21
quickly, they could do it. They could ask for more 22
personnel, they could have increased the staffing. 23
They could have, in fact, started the solvency 24
exam back in between 2008. If they wanted to get it 25
done, they could have.
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Petitioners-Steinberg
work, and there is no finding in the press release -- I

think I heard an utterance of a press release.


There is no findings, no mention of admitted
assets in the press release, there is no mention of
admitted assets in the hedge fund discussion. There is
no mention of admitted assets in the talk points. And
there is certainly no mention of admitted assets in the

approval decision in the approval letter.


(Continued on next page)
(End of take 9)

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Petitioners-Steinberg
What's more, the superintendent could have

1
2
required MBIA to pay the expenses associated with an 3
independent adviser in connection with the examination.
4
That's specified in 313A of the Insurance Law.
5
Let's put that up.
6
This is, I don't think, controversial: "The
7
expenses of every examination of the affairs of any
8
insurer shall be borne and paid by the insurer."
9
If they wanted to get it done, they could get 10
it done.
11
Now, actually, in this case MBIA -- you've 12
heard reference to Fried Frank. MBIA paid Fried 13
Frank's fees. Fine.
14
They could have also -- and they did pay for 15
Bridge. We're going to talk about Bridge. I know they 16
don't want to talk about it so much, but I want to talk 17
about it because they could get it done.
18
They could have worked and gotten a final 19
solvency opinion, gotten the findings, done the
20
analysis. But they didn't do it.
21
Now, respondents are basically claiming that 22
it's inconvenient for them to do the work. 309 says, 23
you know, you can do the work. You can do it whenever 24
you want to do. You can have MBIA pay for it. 25
But the important thing is they have to do the 26

Min-U-Script

Page 1442

PROCEEDINGS - STEINBERG
T10
MR. STEINBERG: Now, we talked about before that
when you go back, and let's put up 309 again -- sorry, 1309.

When you break it down, the excess of required


reserves and other liabilities over admitted assets, because
the Department wasn't done with their analysis, they had

Bridge do it.
Now, if it is their position, by the way, that they
had done the analysis, then why were, why were you getting

Bridge to do their solvency analysis in two and a half

weeks?
In two and a half weeks, your Honor, they were
going to do that solvency analysis. Why do that if, in

fact, they didn't need it?


In fact, if the Department was getting it done, I
don't know why you need Bridge. Why did you have to put

Bridge through a drill of a two and a half week solvency

opinion -- errors and all -- why do it?


But, they did that for the first prong of
1309(a) -- the excess of required reserves and other
liabilities over admitted assets. So Bridge's opinion,

right, it references that portion of 1309.


It says, they come to that conclusion, we can talk
about that, the value of that conclusion, the value of that
opinion, but then, there is the separate point, your Honor,

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1
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test, as Mr. Holgado jumped up and reminded the Court, has
3
never been done in 31 years, according to Mr. Moriarity and
4
they couldn't pass, and that was a market based and an 5
objective test -- market based and objective. Right. 6
So, let's just, to be clear, MBIA couldn't pass the
7
reinsurance test and that evidence came through PX 126,
8
which is the July 2008 e-mail from Mr. Chaplin to Mr. Brown.
9
Chaplin is their CFO, Brown is the CEO.
10
This, we have showed you this before, but I want to 11
make clear we are all on the same page. Mr. Chaplin is 12
writing to Jay Brown on July 27, 2008 about an audit 13
committee presentation on solvency, and they say, "in 14
today's reinsurance market, we don't believe there is 15
capacity to reinsure our entire book at virtually any 16
price."
17
So, any analysis of a required price is highly 18
speculative. They can't meet it.
19
Then, what he tells the audit committee -20
MR. KASOWITZ: Just, I am just going to object to 21
"they couldn't meet it".
22
MR. STEINBERG: So, what does he say?
23
Thank you, Mr. Kasowitz.
24
He says, "I wouldn't plan on telling the audit 25
committee that we meet the second test in Section 1309 in 26

that there is as well, a reinsurance test. The reinsurance

PROCEEDINGS - STEINBERG
Guarantee insurers together in some way, and I think since

one is stressed, they are all stressed because, in fact,


their portfolios are, in some respects, materially
different. Having said that, what I have understood from
various sources, based on my review in this case, is that it
would have been -- " let's go to the next page -- "well, two

things.
"One, it would have been impossible to attempt to
reinsure the book, given the disruption of the market" -this is their expert -- meaning that Financial Guarantee
insurers were experiencing, you know, issues themselves with

respect to their structured finance exposures. No capacity

apparently for this reinsurance. So, they couldn't meet

it.
And two, "then too, I further understand that this
was a test that hadn't been used, except maybe once in the

last 31 years, in Mr. Moriarity's experience." That's


another point that Mr. Holgado got up on.
Now, in fact, I told your Honor when I talked with
you, which seems like a long time ago, that the CDS market
provides relevant information about what it would cost to

insure, reinsure MBIA's portfolio.


As we talked about it, I described that Professor

Stulz has offered an opinion.


The appropriate measure to reinsure the book of

Page 1444

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PROCEEDINGS - STEINBERG
any direct way."

1
2
So, I think, we can't tell them in any direct way,
3
so instead, the header on the page may be misleading.
4
"I will prepare an alternative slide to hand out at
5
the meeting, unless you think it warrants an advanced
6
distribution."
7
So, he doesn't think they are going to make it. 8
Now, what does -- now, MBIA has experts in this case and
9
their experts have said that it was not possible, that the 10
reinsurance market was distorted at the time of
11
transformation. That's their view of reinsurance because 12
of the tremendous amount of financial, the blizzard of 13
financial issues that were coming -- by the summer of 2008 14
had distorted the reinsurance market.
15
Mr. Dudney says, this is from his deposition at 16
353, line 11 through 354, line 11.
17
He wrote in his expert report about the distortion 18
in this reinsurance market.
19
"Question: What did you mean when you wrote that 20
the market for reinsurance was distorted at the time of the 21
transformation review?
22
"Answer: My understanding was that obviously, 23
there was a fair amount of stress with respect to the 24
Financial Guarantee insurers at and around this time. 25
Recognizing you can't lump, as I understood, Financial 26

Min-U-Script

Page 1446

PROCEEDINGS - STEINBERG
business at fair value of these liabilities, and MBIA itself
had estimates of fair value of those liabilities, and in its
Form 10K was approximately twenty billion dollars -- well in

excess of it capacity to pay.


Respondents, in their presentation, never discussed

Mr. Stulz or his opinions.


Now, I will not belabor the point, but by rehashing
Mr. Stulz' undisputed testimony, that they had not said
anything about, I will refer your Honor to paragraphs 179
through 183 of Mr. Stulz' March 9, 2011 affidavit, which was

submitted in support of our reply.


Now, instead, instead of addressing the market for
reinsurance, what the Respondents apparently argue is that
applying the plain language of Section 1309 would lead to an

absurd result.
And, the application of 1309(a) reinsurance test
would, and this is from May 21, 2012 at page 760 from this
transcript, "would require the Department to deem every FGI

insurer, every FGI under his regulatory supervision


insolvent."
In other words, if they applied the test, everyone

would be insolvent.
But, what were the facts at that time? What would

happen to these other FGIs? What is the record here?


"There is no dispute that the entire FGI industry

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faced serious challenges in 2008 -- " that's from Mr.
Moriarity's affidavit, paragraph 17.
"In late 2007" -- this is Mr. Moriarity's

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affidavit -- "the Department developed a three part plan to
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address the serious challenges faced by Financial Guarantee
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insurance industry. There were obviously challenges at
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that point.
8
In fact, Mr. Moriarity touted the Deputy's efforts
9
to stabilize a number of FGIs to prevent the collapse, the 10
collapse of the Financial Guarantee insurance industry. 11
So, that was the Department's efforts. They were concerned 12
that there was going to be a collapse of the Financial 13
Guarantee insurance industry.
14
Now, when we -- now, what were those, some of those 15
financial guarantors? In July 2008, this is what Mr. 16
Moriarity describes in his affidavit at paragraph 20, "they 17
approved a transaction to avoid the rehabilitation and/or 18
liquidation proceedings for Syncora -- " one of the FGIs. 19
Again, they were apparently either insolvent or on 20
the verge of insolvency, because that's what happens. You 21
need to be insolvent before you can go into rehabilitation 22
and/or liquidation proceedings.
23
Here is another one of these FGIs that were 24
supposedly, you know, that this market in reinsurance had 25
distorted.
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PROCEEDINGS - STEINBERG
such insurer shall be deemed insolvent." That's the
legislative judgment right there.
But, you know, they gave them a safety valve and
"the Superintendent may proceed against it -- " against the
insolvent insurer -- "pursuant to the provision of Article

74 of this chapter.
Article 74 are the rehabilitation proceedings of
the chapter.
Now where, as here, the Department has stated that
the only thing that matters for purposes of assessing the
permissibility of an extraordinary unprecedented transaction

is whether the left behind company remains solvent, they


can't redefine the meaning of solvency that was adapted by

the legislature.
The State Departments argue that the 1309 objective
reinsurance test just does not matter because the Department

has ignored it for a long time. And they, that was, they
indicated that it doesn't matter at the May 21 transcript at

759.
But, your Honor, there is a law about that. Long
standing disregard of the plain meaning of a statute does

not make the statute any less binding.


In fact, let's look at, we have two cases for your
Honor that you can't disregard the plain statutory language.

This is Wendell versus Lavin (ph), a 1977 case.

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"MBIA FGIC reinsurance transaction" -- Mr.

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2
Moriarity's affidavit, paragraph 21 -- "enable FGIC to avoid
3
imminent rehabilitation and/or liquidation proceedings."
4
Doesn't sound so good for either Syncora or FGIC.
5
Then, there is CFIG. January 2009, there was a 6
restructuring, again described in Mr. Moriarity's affidavit,
7
enabled CFIG to avoid imminent rehabilitation or liquidation
8
proceedings.
9
So mind you, the test is apparently a dead letter, 10
but nevertheless, if they were using it, it will show all of 11
these as problems.
12
Now, if there is no absurdity in the outcome of 13
these FGIs were insolvent -- the legislature decided what 14
criteria would render an insurer insolvent.
15
But, what the legislature did do, they said, once 16
you find it insolvent, we will leave it up to you to 17
exercise your discretion about how best to resolve that 18
insolvency.
19
Let's go back to 1309. I will show you how that 20
works.
21
Now if, again, sort of go back through it, whenever 22
the Superintendent finds "that the authorized insurer is 23
unable to pay it outstanding lawful applications as they 24
mature in the regular course of it business, as shown by 25
either the loss reserve methodology or by the reinsurance, 26

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"Sometimes the interpretation of a doubtful and obscure
clause in an act of legislature or in the constitution -- "
in this case, it's about a constitution, but the next one is
not -- "may be aided by the practice which has grown up

under it.
"But, plain and clear provisions of a constitution
require no such aid. They are to be enforced and brought

to life early or late, and must not be smothered by the

accumulation of custom or violations."


Hardly a novel proposition, but a 1981 Court of
Appeals case. It has never been the law in this State that

the clear, unknown ambiguous wording of a statute or


constitutional providing may be overlooked entirely when it

is seemingly inconsistent with the practice and usage of

those charged with the implementation of the laws."


Now, were Petitioners -- they say, by the way, that
it has never been used, but we were, we are actually at a
deposition of Mr. Moriarity where we found out it might have

been used once, but they wouldn't let us go into that.


So, let's look at Mr. Moriarity's deposition at
pages 345 through 346.
And, this is testimony that we have gone over
before. Mr. Holgado brought it out.
"The Department, in my 31 years in the Department
and based on conversations with colleagues, have never used

NYS Supreme Court Reporters

(46) Page 1447 - Page 1450

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


Page 1451

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Page 1453

PROCEEDINGS - STEINBERG
the second part of this provision, the reinsurance

1
2
provision, to determine on insolvency. It was only recently
3
we were considering in another case to utilize it. But, we
4
have always used the standard of whether your liabilities
5
are more than your assets, the more subjective tests.
6
"Question: Why was it the Department recently was
7
considering using the second prong of 1309 in evaluating the
8
solvency of another insurer?
9
"Ms. Forman -- " Mr. Holgado's predecessor -- "to 10
the extent you are talking about purely internal insurance 11
decision, that didn't result in a decision or were not made 12
public, I would instruct you not to answer the question. 13
"If you can answer it, if you can answer it
14
otherwise, i.e., by referring to something that wasn't 15
private and within the Department, please do so." 16
Mr. Moriarity said, "nope, it was an internal 17
discussion -- " so couldn't, couldn't answer the question. 18
Now, that's, you know, we have seen the evidence of 19
sword and shield in this case. That's another one. 20
What I want to talk about it, seems that according 21
to the New York Insurance Department that -22
MR. HOLGADO: Your Honor, before he continues, 23
there is testimony that preceded this, where Mr. Moriarity 24
actually made clear that, and I can quote, but how it was 25
considering using it, but not actually using it.
26

PROCEEDINGS - STEINBERG
view is that this 1309 is a dead letter. Dead letter, your

Honor.
But, apparently, 1309 has arisen like a phoenix,

your Honor. It's back.


Let's put up the ELNY brief. This is the Executive
Live brief, and start with just the cover page. This is
Exhibit 1262. This is from the Superintendent's office, the
Attorney General of the State of New York, representing the
Superintendent of Financial Services for the State of New

York, filed at, file stamp is March 1st, 2012.


Let's go to the first a page of the brief.
They have a footnote, it's from the Department of
Financial Services. I want to make clear, your Honor, that
The Department of Financial Services is the successor, and

they make that clear in footnote 1. I won't read it, but

we, so you will know.


THE COURT: We know that.
MR. STEINBERG: Know it to be true. I will go to
the next page. This is page 13.
Page 13 of the brief, where this reinsurance
provision is supposedly a dead letter says, "in addition to
its inability to pay its outstanding lawful obligations -- "
and this refers to Executive Life Insurance New York -- "as
they mature, in the regular course of business, ELNY also

lacks sufficient assets to reinsure all of its outstanding

Page 1452

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PROCEEDINGS - STEINBERG
And, he did not show you that testimony. I am
trying to find it, but I can't pinpoint it.
MR. STEINBERG: Your Honor -THE COURT: When you get up, you can make a
reference to it.
MR. STEINBERG: Your Honor, I will now hand two
sets of documents to you, that I found just the other day,

and to Mr. Holgado.


THE COURT: Tell me what they are before you hand
them up to me, at least.
MR. STEINBERG: They are in the Matter of the
Rehabilitation of the Executive Life Insurance Company of
New York, and affidavit of Jonathan Bing, from the DFS, and
a brief, the omnibus reply memo of law in response to the

objections of the proposed liquidation of Executive Life


Insurance Company of New York, and deliberation of ELNY

assets, pursuant to the restructuring agreement.


Let me hand it, as well, to Mr. Holgado. If I can

hand it up to the Court?


(Handed).
MR. STEINBERG: We have marked these for the
record, your Honor, Exhibits 1255 and 1262, your Honor.
The date of this brief, which I will get to in a moment, is

March 1st, 2012.


Now, what Mr. Moriarity has apparently taken the

Min-U-Script

Page 1454

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PROCEEDINGS - STEINBERG
risk with a solvent insurer."
That's what they told the Court in Nassau County in

March of 2012.
I guess, it's getting better. It's not quite dead
yet, your Honor.
The beginning affidavit, which I also handed out
and circulated, there is a reference to paragraph nine.
Mr. Bing is doing this under Article 74 of the New
York Insurance Law. That's the provision I talked about
where, your Honor, once you find an insolvency, that's the

proceedings you go to.


Mr. Bing, again, he has a footnote talking about
the same issue which is that, well now, the DFS has replaced
the New York Insurance Department and he highlights that in

footnote 1.
Now, we discussed the brief references, paragraph

9. Let's go there.
Paragraph 9 of Mr. Bing's affidavit says, actually
if you go to paragraph 8, he is describing how he gets to
the conclusion that they cannot reinsure these liabilities.
And, Mr. Bing says, "these audited statutory basis balance
sheet reflect that ELNY -- " Executive Life, Executive Life
New York -- "has a net capital deficiency that continues to

increase, and that the value of ELNY's assets, assets


experience a significant decline in 2008 -- " i.e., the same

NYS Supreme Court Reporters

(47) Page 1451 - Page 1454

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


Page 1455

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PROCEEDINGS - STEINBERG
period where they say that this provision is a dead letter
and shouldn't be used, in part, due in part to the national

economic downturn.
This is a life insurance company. I am not going
to say it's a financial guarantee, but you have heard the

testimony.
Mr. Holgado got up here, and he told your Honor,
that this has never been used. Mr. Moriarity said in his

31 years, it has never been used. It's being used.


Now, paragraph 9, "as a result, the gap between
ELNY assets and estimated liabilities has grown, making it
clear that ELNY will be unable to pay its outstanding lawful

obligations as they mature in the regular course of the

business." That's the section one.


He goes on, "moreover, ELNY lacks sufficient assets

to reinsure all of its outstanding risk with a solvent


insurer."
Accordingly, as set forth in the petition, the
Superintendent determined that continuing under the
rehabilitation plan would be futile because it would allow
ELNY to meet all of its future payment obligations under the

ELNY contracts. This is not a dead letter.


Actually, and what is the most remarkable thing
that is said in the brief -- go back to the brief -- GABC,
who is supposed to be the assuming insurer here -- let me
Page 1456

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PROCEEDINGS - STEINBERG
make sure. One moment, your Honor.
GABC's inability to assume this was the insurer
that was going to take over these, to reinsure all of ELNY's
policy obligations under the reinsurance and assumption

agreement, is simply a reflection of the fact that ELNY

assets are insufficient for the reinsurance of all its


policy obligations in a solvent corporation -- the very, the
very definition of insolvency under Section 1309 of the

Insurance Law.
That is a brief that comes from Mr. Holgado's
office, not the office here, but the Attorney General of the
State of New York. It is not a dead letter. It is alive,
well, and living in Nassau County, and it's on the books of

this State.
Now, your Honor, maybe this is a convenient time

for me to break before I go to my next subject?


THE COURT: Okay. Well, you have to break until
tomorrow. Fine. Okay.
Thank you very much. We will continue tomorrow

morning at 10 o'clock.
MR. GIUFFRA: Thank you, your Honor.
MR.HOLGADO: Thank you, your Honor.
MR. KASOWITZ: Thank you, your Honor.
(Whereupon, the case stood in recess to Friday,
June 1, 2012 at 10:00 A.M.)

Min-U-Script

NYS Supreme Court Reporters

(48) Page 1455 - Page 1456

ABN AMRO v.
DINALLO, MBIA

$
$1.1 (1)
1299:2
$1.2 (2)
1301:10,13
$13 (2)
1291:18,20
$170 (1)
1353:14
$2 (7)
1275:23;1291:8,20,
20;1316:25;1317:3;
1352:12
$2.8 (1)
1352:11
$2.89 (3)
1291:4,7,21
$2.9 (1)
1424:21
$20 (1)
1291:23
$200 (3)
1406:4;1407:16,20
$21 (1)
1345:15
$21.50 (7)
1293:21;1302:16;
1303:2;1304:23;
1324:18;1345:20;
1348:2
$22 (1)
1291:26
$3.75 (3)
1317:25;1320:11;
1322:26
$5 (4)
1280:19;1293:16;
1351:16,19
$500 (1)
1308:7
$65 (1)
1333:13
$667 (2)
1280:18;1291:8
$9 (1)
1291:19
$900 (6)
1405:9,19;1406:19;
1408:15,22;1409:13

1
1 (14)
1286:4;1351:22;
1368:9;1378:5,7;
1390:19;1391:5,24;
1418:16,16;1423:16;
1453:16;1454:16;
1456:26
1.1 (1)
1411:8
Min-U-Script

May 31, 2012


1.7 (1)
1293:9
10 (5)
1380:3;1382:19;
1393:23;1401:8;
1456:21
10:00 (1)
1456:26
100 (4)
1330:15;1332:9;
1338:15;1403:24
10004 (1)
1268:6
10019-6799 (1)
1268:13
1009 (1)
1437:6
10271 (1)
1268:19
108 (1)
1341:12
10K (1)
1446:4
11 (10)
1275:3;1331:8;
1380:3,7;1382:26;
1394:14;1401:11;
1405:4;1444:17,17
112 (1)
1372:2
11th (1)
1367:7
12 (8)
1291:18,20;1301:10;
1316:17;1383:19;
1396:10;1405:12;
1437:14
1255 (1)
1452:23
126 (1)
1443:8
1262 (2)
1452:23;1453:8
12th (1)
1403:20
13 (9)
1302:12;1315:24;
1332:24;1333:19;
1337:2;1387:3;1397:22;

1453:20,21
1300 (1)
1315:24
1309 (32)
1272:14;1297:10;
1298:9,12,14,15,22;
1332:6;1333:26;
1335:10;1336:14;
1337:6;1338:14;1346:7;
1376:2;1429:15;1430:3,

12,20,22;1434:13,24;
1442:4,23;1443:26;
1446:15;1448:20;
1449:16;1451:8;1453:2,

4;1456:9
1309a (2)
1442:21;1446:17
1318 (1)
1426:24
139 (1)
1414:9
14 (4)
1334:6;1341:25;
1371:2;1398:18
1411 (2)
1272:13;1334:23
146 (1)
1387:15
149 (1)
1379:22
15 (11)
1318:22;1335:16;
1343:20;1345:24;
1348:10;1349:22;
1350:15;1352:21;
1353:9,11;1399:14
150 (2)
1327:18;1422:7
1505 (22)
1272:13;1286:2;
1334:11;1335:20;
1338:19,23;1339:8;

1977 (1)
1449:26
1980 (1)
1342:3
1981 (1)
1450:11
1986120 (1)
1379:22
1993 (1)
1366:13
1997 (1)
1363:10
19th (1)
1362:3
1st (2)
1452:25;1453:11

2 (5)
1280:16;1367:18;
1378:5,8,24
2.09 (2)
1290:22;1293:15
2.2 (1)
1430:6
2.6 (1)
1411:20
1341:5;1345:4,10,24,26; 2.8 (1)
1346:11,13,23;1347:7,
1351:20
18;1348:13;1349:8,24; 2.89 (1)
1353:12;1380:16
1293:15
16 (5)
2.9 (1)
1297:5;1336:11;
1424:15
1345:21;1366:23;
2:13 (1)
1400:24
1424:3
1600 (1)
20 (8)
1324:6
1274:2;1351:3;
1609 (1)
1352:16;1356:17;
1338:20
1362:8;1364:8;1396:12;
17 (6)
1447:17
1305:3;1347:17;
2002 (1)
1361:22;1387:23;
1372:17
1400:2;1447:3
2003 (1)
179 (1)
1350:12
1446:10
2004 (1)
17th (1)
1311:8
1397:24
2007 (1)
18 (6)
1447:4
1349:25;1361:22;
2008 (49)
1401:9;1423:17;1424:3;
1272:2;1280:16;
1437:14
1281:11;1292:25;
183 (1)
1316:18,21;1317:24;
1446:11
1323:18,19;1327:4;
19 (2)
1328:4;1352:3,13;
1288:16;1350:13
1360:20;1361:17;
1930s (1)
1362:8;1366:26;1367:2,
1323:26
4;1391:4,24;1394:17;
1965 (2)
1396:7,12;1397:15,24;
1330:25,26
1398:20;1399:15;
1969 (4)
1401:11;1402:4;
1331:14;1338:19;
1403:20;1404:12,17,21;
1347:18;1350:14
1405:4,12;1406:22;

NYS Supreme Court Reporters

1414:10;1415:4,5,10;
1420:19;1439:25;
1443:9,13;1444:14;
1447:2,16;1454:26
2009 (10)
1284:10;1288:16;
1317:15,17;1327:14;
1384:5;1404:10;1424:3;

1435:13;1448:6
2010 (9)
1327:24;1366:20;
1372:10;1379:24;
1388:20;1389:7;
1436:20;1438:20,23
2011 (3)
1297:5;1386:4;
1446:11
2012 (8)
1267:21;1334:14;
1369:9;1446:18;
1452:25;1453:11;
1454:4;1456:26
2054 (2)
1279:7;1293:9
21 (6)
1352:21;1395:18;
1404:26;1446:18;
1448:3;1449:19
21.50 (3)
1293:17;1294:4,15
22 (3)
1281:11;1353:9;
1388:20
220 (1)
1407:4
23 (3)
1345:6;1365:15;
1406:26
23rd (1)
1294:7
24 (4)
1355:10;1411:5;
1426:22;1437:5
24th (1)
1413:22
25 (2)
1288:2;1411:16
26 (2)
1394:16;1412:17
266 (2)
1313:11,19
267 (2)
1311:24,26
27 (2)
1413:12;1443:13
28 (4)
1362:7;1384:5;
1398:20;1414:8
29 (2)
1284:10;1415:20
2d (1)
1379:22

(1) $1.1 - 2d

ABN AMRO v.
DINALLO, MBIA

May 31, 2012


1327:24

3
3 (6)
1324:22;1327:2;
1362:5;1368:13;1378:5,
8
3.2 (1)
1301:20
30 (7)
1287:26;1289:4;
1295:11;1401:8;
1414:10;1420:11;
1428:22
300 (1)
1353:6
302 (1)
1367:25
303 (2)
1368:7;1379:20
306 (1)
1397:22
309 (4)
1437:13;1439:12;
1440:23;1442:4
309A (2)
1437:24,24
30th (5)
1297:24;1414:15;
1415:21;1416:10;
1417:7
31 (9)
1267:21;1334:11;
1403:16,20;1432:17;
1443:4;1445:18;
1450:25;1455:10
313A (1)
1440:5
32 (1)
1402:5
34 (2)
1334:11;1356:20
345 (1)
1450:22
346 (2)
1408:18;1450:22
35 (2)
1291:9;1357:4
353 (1)
1444:17
354 (1)
1444:17
36 (2)
1357:4;1426:20
361 (1)
1307:15
362 (2)
1307:15;1308:5
39 (1)
1428:8
3d (1)
1379:23
3rd (1)
Min-U-Script

6 (4)
1312:3,4;1367:13,15
60 (1)
1267:20
60s (1)
1352:24
61 (1)
1423:24
614 (1)
1391:15
63 (1)
1387:5
644 (2)
1327:19,21
667 (1)
1352:13
671 (1)
1342:9
6902b1 (1)
1332:26

4
4 (1)
1327:13
4.3 (1)
1301:22
40 (1)
1279:5
4105 (7)
1272:13;1298:24;
1330:9;1333:14;
1334:26;1369:18;
1377:19
4105A (1)
1382:12
42 (1)
1397:3
43 (3)
1359:18;1397:14;
1415:2
44 (6)
1335:18;1358:4,13;
1359:2;1397:18;
1415:26
45 (2)
1405:23;1406:6
46 (1)
1414:26
461951 (1)
1379:20
47 (1)
1408:18
48 (1)
1361:15
49 (1)
1363:3

5
5 (9)
1281:2;1287:6;
1311:26;1312:4;
1327:22;1365:20;
1372:8;1413:4;1423:6
5/7/12 (1)
1329:10
50 (4)
1287:5;1317:13;
1341:24;1435:15
500 (3)
1308:22;1321:7;
1399:18
51 (1)
1364:10
52 (1)
1406:7
59 (1)
1371:7

7 (7)
1329:4;1330:7;
1380:11;1396:23;
1420:19,24;1422:19
74 (3)
1449:7,8;1454:9
759 (1)
1449:20
760 (1)
1446:18
77 (1)
1348:23
770 (1)
1400:24
78 (9)
1267:20;1271:15;
1275:14;1276:20;
1310:16;1311:11,19;
1314:10;1406:7
79 (1)
1379:23

8
8 (3)
1316:17;1381:18;
1454:20
87 (2)
1298:10;1433:12
881 (1)
1379:23
891 (2)
1327:20,20

9
9 (10)
1274:25;1382:3;
1391:12;1435:13,17;
1441:11;1446:11;

1454:18,19;1455:11
900 (5)
1401:3,7;1405:12;
1407:3;1410:3
924 (1)
1327:24
953 (1)
1404:26
97 (1)
1397:21
98 (2)
1337:14;1338:2
980-page (1)
1383:15
9th (2)
1367:5;1370:6

1314:18;1406:10
accounting (4)
1307:10;1433:10,11,
12
accrued (2)
1332:21;1431:26
accumulation (1)
1450:10
accuracy (1)
1312:24
accurate (6)
1314:13;1342:23;
1354:7;1395:26;1399:9;

1409:6
accurately (1)
1392:22
Ackman (6)
1390:20;1391:3;
A
1392:10;1396:17,20;
1408:5
AA (2)
Ackman's (3)
1399:24;1412:4
1281:14;1287:19;
AAA (10)
1292:26
1394:7;1398:25;
1400:9;1401:19;1402:8; acquire (1)
1347:20
1405:14;1408:2;
across (1)
1410:10,11;1415:10
1314:20
ability (6)
act (15)
1336:13;1346:10;
1280:6,7,7;1282:13,
1361:4;1369:19;1394:3;
19;1331:14;1350:4;
1404:6
1357:24;1362:2,4,5,16;
able (7)
1368:10;1429:11;
1312:26;1337:5;
1450:3
1340:17;1355:23;
1375:8;1405:20;1407:5 acted (2)
1356:3;1361:9
ABN (1)
action (7)
1278:9
1282:23;1326:11;
above (2)
1356:24;1359:23;
1301:23;1305:2
1369:7;1394:2;1419:25
absolutely (4)
activities (2)
1340:22;1370:19;
1331:18;1351:14
1426:10;1429:2
activity (3)
absurd (1)
1328:3;1358:25;
1446:16
1363:7
absurdity (1)
acts (4)
1448:13
1276:24,25;1355:7;
abyss (1)
1368:12
1328:14
actual (1)
Academy (1)
1423:6
1303:5
actually (23)
accepted (1)
1271:11;1284:22;
1305:2
1294:26;1297:9;
access (1)
1311:25;1345:19;
1357:12
1360:18;1380:8;
accessing (1)
1396:20;1405:6;
1411:20
1420:13;1424:2;
accorded (1)
1427:22;1433:3;
1344:2
1434:23;1437:16;
according (4)
1439:2;1440:12;
1291:22;1412:2;
1450:18;1451:25,26;
1443:4;1451:21
1454:19;1455:24
Accordingly (1)
AD (2)
1455:19
1379:22,23
account (2)

NYS Supreme Court Reporters

(2) 3 - AD

ABN AMRO v.
DINALLO, MBIA
adapted (1)
1449:14
added (4)
1315:18;1338:17;
1399:7;1431:17
addition (5)
1301:21;1322:20;
1342:26;1401:17;
1453:22
additional (4)
1301:19;1347:8;
1411:20;1437:8
address (2)
1358:12;1447:6
addressed (1)
1380:2
addresses (1)
1278:17
addressing (1)
1446:13
adds (3)
1412:25;1433:25;
1434:3
adequacy (1)
1363:18
adequate (5)
1274:14;1383:9;
1398:25;1402:2,15
administrative (37)
1276:3,19;1342:25;
1369:4,7;1373:8,10,11,
15,17;1374:18,19,23;
1375:2,6,9;1382:23;
1383:5,8,16,23,25;
1384:4,9,13;1385:4,15,
18,23;1386:9,23;1387:9;
1389:20,23,26;1417:9;
1434:20
admission (9)
1337:5,8;1341:10;
1370:23;1371:17;
1372:12,14,18;1430:16
admit (1)
1430:17
admits (1)
1315:8
admitted (21)
1324:20;1332:16;
1354:19;1372:12,19,19;
1431:19;1433:3,7,8,22,
24;1434:2,7;1439:13;
1441:4,6,7,8;1442:6,22
admittedly (1)
1281:4
adopt (1)
1336:17
adopted (2)
1333:3;1338:19
adoption (2)
1345:23;1350:3
advance (3)
1388:21;1397:16;
1424:9
Min-U-Script

May 31, 2012


advanced (2)
1273:7;1444:6
advantage (1)
1410:21
adverse (4)
1326:11;1357:21;
1386:8;1392:9
adversely (5)
1332:4;1335:6;
1338:25;1341:7;1381:6
adverturize (1)
1334:4
advise (1)
1398:7
adviser (1)
1440:4
advisor (1)
1336:12
affairs (2)
1437:26;1440:8
affected (2)
1309:23;1310:25
affidavit (40)
1296:4;1305:19;
1310:26;1314:7;
1334:13,16;1335:23,26;

1336:2,3,7;1343:26;
1345:6;1346:18;
1348:19;1349:17;
1355:21;1366:7;
1369:21;1370:8,16,26;
1371:14,22;1377:4;
1388:12,21;1389:9,10,
15;1415:2;1446:11;
1447:3,5,17;1448:3,7;
1452:14;1454:7,19
affidavits (17)
1274:20;1276:12;
1296:23;1356:13;
1369:26;1370:2,11,14;
1371:8,11;1373:13;
1377:2,13;1385:2;
1387:6;1389:26;
1423:19
affiliated (2)
1341:12;1351:5
affiliates (2)
1341:17,19
affirmatively (1)
1430:6
afternoon (7)
1298:21;1330:16;
1332:7;1337:12;1379:3;

1424:4;1429:19
AG (1)
1267:10
again (31)
1280:25;1283:5;
1288:5;1291:7;1292:8;
1302:8,14;1305:6;
1321:11;1326:19;
1327:2;1338:10;
1347:15;1350:13;

1357:16;1371:7,23;
1384:7;1389:17;
1400:22;1401:11;

1456:13
allay (1)
1342:19
1412:5;1415:25;1433:6; allegations (2)
1435:3,14;1442:4;
1371:3;1372:5
1447:20;1448:7,22;
allocated (1)
1454:13
1351:11
against (16)
allow (8)
1279:2;1292:26;
1276:14,20;1280:9;
1323:9,23;1324:4;
1287:16;1293:24;
1325:7;1357:2;1397:14;
1295:11;1331:2;
1414:11;1415:14;
1455:21
1416:6,13;1433:4,23; allows (1)
1449:5,5
1391:18
agencies (1)
almost (3)
1401:18
1277:16;1279:7;
agency (20)
1381:17
1275:15;1276:19,20,
alone (2)
22,24;1311:9,11,14,21,
1287:22;1374:20
21;1312:6;1313:4,5;
Along (3)
1342:25;1343:22;
1270:16;1310:12;
1355:14;1369:2,9,12;
1314:11
1403:25
alternative (2)
agency's (2)
1368:19;1444:5
1369:5,13
although (1)
agent (1)
1304:18
1429:8
always (2)
aggressively (1)
1287:14;1451:5
1329:12
AMBAC (1)
ago (3)
1400:8
1308:2;1327:18;
ambiguous (1)
1445:21
1450:13
agree (7)
amendment (1)
1279:9;1349:4;
1350:5
1359:3,11;1377:7;
America (17)
1390:10;1410:6
1277:21;1290:4;
agreed (2)
1295:24;1323:10,18;
1313:6;1436:17
1355:19;1360:15,20;
agreement (11)
1361:17;1362:7,12;
1294:10;1341:7;
1394:16,16;1398:20;
1347:6;1365:3,8,15;
1400:3;1426:21,24
1381:3,5;1439:4;
American (1)
1452:18;1456:6
1353:2
ahead (1)
among (10)
1395:7
1325:9;1332:2;
A-hum (1)
1341:19;1350:7;
1340:22
1360:23;1361:19;
aid (1)
1363:7;1391:21;
1450:8
1413:19;1432:3
aided (1)
amount (7)
1450:5
1333:10;1401:24;
AIG (2)
1402:12,21;1435:14;
1328:2,12
1444:13,24
AIG's (1)
amounts (2)
1328:16
1406:12,13
Alabama (1)
AMRO (1)
1326:13
1278:9
albeit (1)
analogy (2)
1343:17
1330:11;1362:15
Aldama (4)
analyses (3)
1412:19,20,21;
1316:6,6,10
1413:14
analysis (22)
alive (1)
1275:22;1276:17;

NYS Supreme Court Reporters

1297:23;1305:25,25;
1315:20;1317:16;
1321:8,22;1342:22;
1364:18;1377:14;
1429:17;1433:20;
1436:16;1439:15;
1440:21;1442:7,10,11,
14;1443:18
analyst (3)
1289:26;1290:19;
1348:2
analyze (2)
1363:17;1366:15
analyzing (1)
1363:13
and/or (3)
1447:18,23;1448:4
angry (3)
1285:13;1287:5;
1293:19
animated (1)
1353:8
announced (6)
1284:12;1423:18;
1424:18;1426:16,23;
1428:22
annual (2)
1272:2;1326:26
annul (6)
1270:19;1296:16,19;
1307:6;1330:19;
1377:11
annulled (2)
1311:9;1313:8
annulment (1)
1324:21
answered (1)
1278:16
anticipates (1)
1301:19
anymore (2)
1310:24;1324:10
apologize (6)
1285:3;1297:25;
1306:21;1334:12;
1358:12;1371:24
appalling (1)
1424:12
apparently (8)
1386:24;1429:9;
1445:14;1446:14;
1447:20;1448:10;
1452:26;1453:4
Appeals (13)
1276:24;1309:21,25;
1342:3,21;1343:2,10;
1355:10,25;1372:17;
1374:21;1423:11;
1450:12
appear (1)
1335:25
appeared (1)
1335:26
(3) adapted - appeared

ABN AMRO v.
DINALLO, MBIA
appears (1)
1348:9
appease (1)
1285:12
Appellate (1)
1369:8
apples (1)
1407:9
applicable (2)
1337:23;1379:19
application (21)
1284:4;1301:11,13;
1302:5,5;1309:24;
1314:13;1322:4;1340:9,
9,21;1367:2;1368:11;
1423:5,7,14;1428:12,14,
18,18;1446:17
applications (2)
1364:16;1448:24
applied (6)
1304:6;1316:22;
1334:5;1371:5,18;
1446:22
applies (1)
1309:12
apply (3)
1298:18;1310:21;
1346:2
applying (1)
1446:15
appointed (1)
1346:19
apprehension (1)
1342:23
approach (2)
1293:4;1414:17
appropriate (2)
1356:24;1445:26
approval (87)
1270:20;1279:9;
1281:9;1282:23;
1284:12;1297:6,9,10,11;
1298:13;1311:10,15;
1325:14;1333:15,16;
1334:14;1335:25,26;
1340:23;1343:23,24;
1350:9;1360:24;
1363:24;1366:21;
1367:10,15,26;1368:3,
12,17,19;1369:18,21;
1371:4,17,24,25,26;
1372:4,6,16;1374:9,10,
11,12,13,14;1375:5,10,
12,14,15,21,22,26;
1376:4,5,10,13,16;
1377:5,10,18,22;1379:7;
1380:16,21;1381:2,14,
17;1382:5,8,16;1384:17;
1385:21;1386:19;
1387:10,22,25;1389:15,
18,18;1434:14;1439:5;
1441:9,9
approvals (2)
Min-U-Script

May 31, 2012


1377:10;1386:21
approve (2)
1356:24;1363:15
approved (11)
1339:5;1341:15;
1347:5;1366:8,10,19;
1367:21;1384:8;
1392:26;1435:19;
1447:18
approving (2)
1280:24;1304:22
approximately (4)
1301:20,21;1399:18;
1446:4
April (1)
1384:5
arbitrary (2)
1276:13;1313:8
architect (1)
1312:9
argue (5)
1270:14;1390:4;
1439:17;1446:14;
1449:16
argued (1)
1311:11
argument (22)
1298:26;1305:20;
1313:13;1318:20,24;
1319:7,20,24;1321:14;
1322:25;1370:9;
1378:16;1388:13;
1390:8;1400:17,18;

1413:8
assembled (1)
1382:23
assertion (1)
1314:6
assertions (1)
1274:9
assess (1)
1401:17
assessing (2)
1363:14;1449:11
assessment (1)
1276:26
asset (3)
1307:19;1393:25;
1413:4
assets (40)
1280:10;1282:14;
1332:17,19;1346:9;
1347:20,23;1366:15;
1407:14;1420:8;
1431:19,24;1433:3,7,8,
8,13,13,14,16,22,25;
1434:2,7,10;1439:14;

1424:5;1445:9
attendant (1)
1313:2
Attorney (3)
1343:25;1453:9;
1456:12
Attorneys (2)
1268:5,12
audit (3)
1443:13,20,25
audited (1)
1454:22
August (2)
1316:18;1406:22
authority (8)
1355:15,26;1360:4,5,
9;1361:4;1363:14;
1368:6
authorization (2)
1368:2,3
authorized (8)
1332:13,20;1362:5;
1367:26;1431:8,25;
1438:2;1448:23
1441:5,6,7,8;1442:6,22; availability (2)
1451:6;1452:18;
1358:16,19
1453:26;1454:25,25;
available (19)
1455:12,16;1456:7
1275:17,24;1287:10;
assist (1)
1305:10;1316:7,14,19;
1364:20
1317:11;1345:18;
assistance (1)
1347:24;1355:18;
1415:13
1364:20;1391:16;
associate (2)
1401:25;1402:13,22;
1406:16,17;1418:14,25;
1269:11;1379:20
1415:19;1433:8;
1437:3;1439:3
associated (2)
1434:11
arguments (4)
1436:5;1440:3
averred (1)
1318:26;1326:2;
Associates (2)
1430:7
1382:4;1384:23
1369:25;1376:26
avert (1)
arisen (1)
Association (3)
1277:13
1453:4
1294:12;1355:19;
avoid (3)
arm's (2)
1363:2
1447:18;1448:3,8
1351:9;1381:10
assume (3)
award (2)
around (6)
1270:4;1293:6;1456:3
1303:5,5
1269:17;1287:6;
Assuming (5)
aware (4)
1323:16;1412:23;
1312:5;1332:20;
1269:9;1373:25;
1430:22;1444:25
1404:4;1431:25;
1419:18;1421:16
arrangement (1)
1455:26
away (7)
1290:17
assumption (1)
1285:21,23;1309:6;
Article (23)
1456:5
1345:11;1357:13;
1267:20;1271:15;
assumptions (1)
1370:21;1384:18
1275:14;1276:19;
1305:2
awhile (1)
1284:9,11;1285:10;
assurance (2)
1295:8
1310:16;1311:11,19;
1346:25;1347:11
1314:10;1345:24;
assure (1)
B
1348:10,16;1349:11,22;
1339:9
1350:15;1352:21;
attached (1)
BA (1)
1353:9,11;1449:6,8;
1349:18
1267:8
1454:9
attaching (1)
back (40)
asbestos (1)
1405:3
1283:23;1284:25,26;
1366:14
attacking (1)
1294:7,8;1296:8;
aside (1)
1400:23
1308:12;1314:20;
1328:17
attempt (4)
1332:24;1338:9,14,16;
aspects (1)
1323:15;1384:2;
1352:24;1362:12,23;
NYS Supreme Court Reporters

1373:18;1378:20;
1380:15;1393:14,15;
1395:5;1404:7,8;
1405:26;1406:6,6,23;
1407:20;1421:20;
1429:3,15;1432:20,25;
1436:21;1439:25;
1442:4;1448:20,22;
1453:5;1455:25
backs (2)
1404:14,15
backstop (3)
1282:25;1364:24;
1382:8
bad (5)
1269:18;1277:12;
1292:12;1302:22;
1424:4
bailed (2)
1360:21;1361:17
balance (3)
1301:22;1433:18;
1454:22
bandied (3)
1270:24;1284:14;
1285:15
BANK (29)
1267:5,5,6,9;1277:20;
1279:2;1290:4;1295:24;

1314:18,20;1318:17;
1323:9,18,25;1357:12;
1358:25;1360:15,20;
1361:13,16;1362:7,11;
1394:15,16;1398:4,20;
1400:3;1426:21,24
bankrupt (2)
1318:10;1435:22
bankruptcies (3)
1294:24,25;1295:3
banks (19)
1277:12,12,16,19;
1278:2,3;1285:13,15,22;

1287:5,12,16;1292:12;
1303:21;1347:14;
1398:7;1400:5;1417:2;
1420:26
banks' (1)
1418:17
banning (1)
1355:12
Barbour (6)
1420:17,25;1421:15,
19,24;1422:16
Barclays (4)
1318:15;1322:9;
1412:19;1413:23
Barclays' (1)
1323:2
Barns (1)
1327:17
Barry (1)
1379:19
base (1)

(4) appears - base

ABN AMRO v.
DINALLO, MBIA
1378:7
based (21)
1298:7,11,17;
1305:24;1311:10;
1316:6;1340:17;
1360:22;1361:18;
1368:19;1378:5,7;
1392:14;1399:18;
1410:7,7;1430:10;
1443:5,6;1445:6;
1450:26
bases (1)
1389:24
basic (11)
1303:3,9;1321:16;
1336:21;1337:21;
1340:3;1356:6;1377:10;
1386:18;1389:17;
1393:7
basically (14)
1291:13,22;1314:17;
1316:20;1335:13;
1353:18;1355:21;
1373:14;1376:15;
1387:17;1397:14;
1421:10;1422:20;
1440:22
basis (23)
1275:16;1342:24;
1351:9;1370:18;
1371:23,25;1374:11,13,
15;1376:15;1377:26;
1378:7;1383:6,9,13;
1384:17;1385:6,14;
1386:20;1387:25;
1392:12;1436:8;
1454:22
baton (1)
1428:24
bear (1)
1367:11
became (2)
1361:26;1373:25
become (3)
1283:26;1284:2;
1302:23
begin (1)
1288:5
beginning (4)
1313:11;1365:16;
1418:18;1454:7
behalf (1)
1356:13
behind (4)
1348:13;1357:14;
1382:3;1449:13
belabor (1)
1446:8
belied (2)
1305:17;1427:25
belief (2)
1383:12;1410:6
belies (1)
Min-U-Script

May 31, 2012


1426:17
belongs (4)
1292:22,23;1294:5;
1419:13
below (4)
1281:15,22,22;
1420:21
benefit (6)
1276:23;1277:4;
1350:20;1407:8;
1408:13;1420:9
benefits (1)
1313:2
benefitted (1)
1380:24
Benger (5)
1383:3;1385:7,10;
1386:4,10
B-E-N-G-E-R (1)
1385:10
BENSON (2)
1268:14;1269:11
Berry (1)
1376:23
best (19)
1282:13,19;1318:21;
1319:17;1320:17;
1321:13;1340:12;
1363:6,12;1364:13;
1366:21;1371:4,17,20;
1372:6,15;1383:11;
1439:17;1448:18
better (9)
1284:26;1287:15;
1288:23;1289:9,16;
1359:21;1396:18;
1419:21;1454:5
beyond (3)
1355:15;1356:8,9
big (14)
1279:2;1290:13;
1292:12;1306:13;
1314:22;1360:13;
1390:17;1397:25;
1415:21,22;1418:5;
1419:5,11,15
bigger (1)
1410:24
biggest (1)
1367:21
Bill (3)
1281:13;1390:20;
1408:5
billion (30)
1275:23;1280:19;
1281:3;1287:7;1290:22;
1291:5,7,20,21;1293:9,

15,15,16;1299:2;
1301:10,14,20,22;
1321:8;1351:19;
1352:11;1367:9;
1397:20;1401:4;1411:8,

20;1413:4;1424:15,21;

1446:4
Billions (4)
1315:24,25;1360:21;
1361:18
binding (5)
1298:4;1370:22;
1371:17;1416:8;
1449:23
Bing (4)
1452:14;1454:9,13,22
Bing's (1)
1454:19
birthday (1)
1397:24
bit (17)
1301:6;1304:12,14;
1314:25;1325:17;
1326:23;1330:4;
1335:12;1342:19;

1310:6;1456:14
boosted (1)
1287:26
borne (4)
1279:21,25;1403:3;
1440:9
both (18)
1282:17;1310:5;
1368:23;1369:6;
1377:18;1392:4;1394:7;

1398:24,25;1399:3,10;
1408:2;1431:14;1432:4,

13;1435:5;1436:17;
1439:4
bottom (7)
1307:21;1331:24;
1343:20;1355:17;
1411:25;1420:20;
1421:14
1345:3;1354:7;1359:20; bought (12)
1363:24;1388:2;
1277:24;1323:18,19;
1419:26;1429:12;
1324:2;1347:13;1352:9,
1435:17
24,26;1406:6,22;1421:6,
black (3)
9
1275:8;1317:6;
bound (2)
1321:20
1298:9;1372:14
BlackRock (1)
boxes (8)
1437:10
1275:9,9,9;1317:6,7,7;
blizzard (1)
1321:20;1373:2
1444:13
bracket (1)
blown (1)
1431:17
1293:10
Brady (1)
blue (1)
1276:25
1317:7
BRANCH (1)
BNP (1)
1267:10
1267:4
Bransten (1)
board (1)
1323:13
1352:16
breached (1)
Board's (1)
1410:11
1369:15
break (10)
Bob (2)
1309:9;1325:17;
1334:20;1342:10
1378:19,19,23;1379:5;
Boisseau's (1)
1429:4;1442:5;1456:17,
1381:19
18
bolloxed (1)
BRIAN (1)
1271:20
1268:9
bond (28)
Bridge (9)
1273:15,20;1284:2;
1297:17,20,22;
1285:11,20,21;1287:7,9;
1440:16,16;1442:8,11,
1288:3;1289:7;1326:6,
17,18
7;1357:17;1382:14;
Bridge's (1)
1390:23;1393:11;
1442:22
1400:10;1401:14;
brief (17)
1404:16,18,23;1405:21,
1297:5;1335:17;
23,24;1406:5;1416:16;
1343:26;1380:4,7,11;
1417:14;1421:13
1382:20;1452:15,24;
bonds (3)
1453:6,7,12,21;1454:17;
1326:16,17;1352:12
1455:25,25;1456:11
book (8)
briefed (1)
1309:26;1311:26;
1379:26
1412:24;1415:10,12;
briefly (5)
1443:16;1445:10,26
1327:2;1356:11;
books (2)
1366:5;1367:12;

NYS Supreme Court Reporters

1419:23
bring (4)
1288:6;1375:2;
1376:24;1388:17
broad (2)
1359:5,15
broadly (2)
1354:25;1433:23
Broderick (3)
1317:26;1318:5;
1321:18
brother (1)
1269:10
Brothers (9)
1316:4;1318:8,11,12,
14,14,20;1319:16;
1321:4
brought (3)
1301:4;1450:8,24
Brown (36)
1281:12;1282:7,11;
1285:4,7;1288:15;
1290:8;1292:25;
1294:10,10;1295:15,26;

1296:5;1302:16;
1314:20;1365:9,14;
1367:2;1372:17;1391:7,

15;1395:16;1403:19;
1408:21;1409:10,12;
1410:2;1411:3;1414:9;
1415:16,20,26;1416:11;

1443:9,10,13
Brown's (3)
1288:20;1289:13;
1414:16
BSA (2)
1312:6,18
Buchmiller (50)
1273:25;1274:26;
1275:7;1279:14;
1283:10;1295:4;
1296:22;1297:22,25;
1302:9,10,12;1303:12;
1304:8;1305:16;
1308:26;1311:2;
1314:25;1315:7,16;
1316:6,14,16,26;
1317:18,21,25;1318:4;
1319:13;1321:16,23;
1322:16,20,24,26;
1340:18;1363:4,5;
1367:5;1370:5;1371:9;
1377:4;1387:7;1435:2,
11,17;1436:3,9,13,17
Buchmiller's (10)
1273:24;1274:13,18;
1276:2,8;1279:16;
1314:6;1325:9;1439:6,
12
build (1)
1399:2
Building (5)
1368:24;1369:25;
(5) based - Building

ABN AMRO v.
DINALLO, MBIA
1376:26;1379:20;
1380:10
built (1)
1429:9
bullet (1)
1421:15
burn (1)
1395:25
business (33)
1285:21,21;1287:7,17,
23;1289:7;1295:20;
1299:23;1322:3,7,11;
1323:25;1329:15;
1332:15;1333:9;
1356:22;1399:3;
1401:20;1402:5,17;
1411:2;1412:2,3;
1415:9;1421:2,3,18;
1431:11;1438:3;1446:2;
1448:25;1453:25;
1455:15
businesses (2)
1392:5;1398:23
bust (1)
1318:14
Buttner (3)
1307:9,11;1308:4
button (1)
1317:2
buttress (1)
1336:5
buy (11)
1305:7,8,9;1404:7,8,
14,15;1405:26;1406:6;
1407:20;1421:7
buying (3)
1347:13;1348:22;
1400:5
buys (2)
1278:26;1279:2
Byrne (2)
1311:4,5

C
C/O (1)
1313:7
caffeine (1)
1429:21
calculating (1)
1275:19
calculation (1)
1307:18
call (6)
1270:10;1283:16;
1367:23;1397:18;
1411:5;1414:6
called (7)
1295:21;1331:14;
1352:25;1353:2;
1360:14;1379:23;
1433:24
CALYON (1)
Min-U-Script

May 31, 2012


1267:4
Cambio (1)
1271:10
came (15)
1316:8,25;1321:5;
1324:2;1335:4,9,22;
1373:21,25;1381:13;
1382:16;1410:6,9;
1418:6;1443:8
can (77)
1291:14,26;1302:16,
26;1309:3;1310:5,13;
1314:6,13;1318:26;
1324:11;1325:12,14;
1326:11,16;1328:5,9;
1329:5,25;1331:2;
1333:7;1338:9;1339:5,9,
17;1340:20;1343:13,16;

1345:11;1349:19;
1353:23;1359:20;
1363:3;1367:7,12,12;
1368:16,17;1370:7,11,
14;1372:19;1374:3,4,26;

1378:19;1385:14;
1387:15;1388:18;
1390:4,19;1392:4;
1396:5;1400:8;1410:23;

1420:15;1424:15,25;
1425:8;1426:3,9,14;
1433:14,22;1436:4;
1437:22;1438:9;

1294:17
capricious (2)
1276:13;1313:8
care (2)
1395:12,15
careful (2)
1276:25;1383:7
carefully (2)
1372:3;1391:19
cares (1)
1318:10
case (137)
1269:17,19;1270:14;
1271:5,10,11,13,15;
1272:8;1276:17;1277:5,
20;1278:8,9,11;1284:7;

1289:6;1290:4;1292:8,
15;1293:18;1296:2;
1297:21;1300:2;1304:5,
13,16;1305:12;1307:3;
1309:5,16,16,17,20,25;
1311:6,6,7,9,11,18,19,
21,24;1312:14;1313:5,
16,16,24;1314:10,21;
1322:14;1323:8,12,13,
13,14;1325:26;1326:19;
1327:15;1330:9;1336:6;
1338:13;1341:26;
1342:2,4,7,8,11,13,15,
16;1343:3,7,10;1345:19;

1346:3;1351:15;

1440:24,24,25;1442:24;
1447:22;1451:14,14,25;

1352:11;1355:14,16,16,

1452:5,19
CANADIAN (1)
1267:4
capable (1)
1348:14
capacity (3)
1443:16;1445:13;
1446:5
CAPITAL (46)
1267:9;1273:15;
1287:7,8,8,9;1288:3;
1290:24;1295:21;
1362:20;1364:3,4;
1392:6;1393:2,10;
1398:17,25;1399:2,18,
21;1400:8,10,11,14;
1401:22;1402:2,11,15,
17;1403:24;1404:18;
1407:13,13,22;1408:3;
1411:8,9;1416:15,16;
1417:12,15;1418:10;
1428:6;1433:2,24;
1454:24
capitalization (1)
1397:6
capitalize (2)
1351:23;1352:8
capitalized (2)
1301:26;1352:10
capitalizing (1)

1367:15,17;1368:23,24,
25,25;1369:3,5;1372:10;

19;1361:7;1366:24;
1373:6,9,9,21;1374:6,
19,26;1376:7,11,13,14,
19,20,22,22,25,26;
1379:20,21,23;1380:3,
10;1382:17;1383:5;
1387:17;1417:10;
1420:7;1421:4;1423:16,
23;1429:24;1430:19;
1434:20;1437:12;
1440:12;1444:9;1445:6;
1449:26;1450:4,12;
1451:4,20;1456:25
cases (18)
1271:7;1274:20;
1275:14;1277:7;1298:5;
1305:13;1307:5;
1309:26;1310:14,16;
1368:24;1370:13;
1374:10,25;1376:21;
1379:6,18;1449:24
cash (3)
1347:20;1353:4;
1411:10
casually (1)
1353:3
Casualty (3)
1309:20;1330:12;
1421:7

CDF (1)
1422:11
CDO (4)
1318:2;1321:23,24;
1322:24
CDOs (5)
1316:5;1317:25;
1318:22;1320:24;
1321:3
CDS (2)
1398:5;1445:21
central (2)
1346:3;1420:7
Centre (1)
1267:20
CEO (7)
1281:12;1289:20;
1347:26;1348:3;
1352:15;1414:23;
1443:10
certain (5)
1272:5;1333:10;
1360:26;1380:9;
1433:25
certainly (21)
1281:26;1287:24;
1307:24;1308:6,21;
1313:18;1333:6;1357:9;

1364:18,24;1377:7;
1403:18;1411:2;
1416:24;1419:18;
1422:24,25;1424:18;
1426:17;1428:16;
1441:8
certainty (1)
1303:16
certificate (3)
1312:8,23,26
certification (6)
1311:10,12;1313:22;
1385:5;1386:3,10
certifications (2)
1384:21,22
certified (20)
1311:16;1312:14;
1373:8,9,15;1374:18,19;
1383:9,23,25;1384:9,15;

1385:4,13;1386:19,24;
1389:19,23;1424:11;
1425:26
certify (1)
1375:8
CFIG (2)
1448:6,8
CFO (6)
1396:11;1403:19;
1405:15;1406:4;
1407:15;1443:10
challenges (3)
1447:2,6,7
chance (2)
1313:13;1370:25
change (5)

NYS Supreme Court Reporters

1350:8;1391:14;
1415:17,17;1418:6
changed (10)
1309:4,8,12,13;
1310:10;1314:7;1331:2;

1367:3;1405:17;
1410:21
changing (3)
1387:17;1409:5,8
Chaplin (14)
1285:8;1396:11,15;
1403:18;1405:15;
1407:16;1435:11,16,20;
1436:4,12;1443:9,10,12

chapter (5)
1282:5;1294:3;
1367:25;1449:7,9
characterization (1)
1365:11
characterized (1)
1437:2
characterized- (1)
1436:26
characterizing (2)
1338:23;1348:15
charged (1)
1450:16
charitably (1)
1339:14
CHASE (1)
1267:5
chief (1)
1287:3
choice (3)
1305:10;1307:6;
1323:5
choices (2)
1323:6;1356:2
choose (1)
1291:3
chooses (1)
1290:16
Chris (1)
1295:19
Chuck (3)
1396:11;1403:18;
1405:15
chutzpa (2)
1360:16,20
circulate (1)
1425:11
circulated (1)
1454:8
circumscribed (1)
1355:6
circumstances (4)
1302:24;1312:10,13;
1338:20
cite (20)
1292:16;1300:2;
1307:3;1309:5;1334:13,

14,14,15,15,16,19;
1341:5;1342:15,16;
(6) built - cite

ABN AMRO v.
DINALLO, MBIA
1343:9,23;1346:9,13;
1376:23;1381:14
cited (9)
1277:5;1278:8;
1343:7;1350:11;
1368:21;1374:10;
1376:15;1379:6;1387:8
citing (6)
1271:8,10;1338:2;
1369:19;1384:18;
1387:24
civil (1)
1273:25
claim (6)
1272:19,20;1285:14;
1288:13;1324:4;
1361:16
claiming (1)
1440:22
claims (28)
1273:19;1280:11,21,
23;1281:3,19;1283:2;
1287:10;1291:2;1293:3,
8,11;1323:22;1328:17;
1332:21;1335:4,8,22;
1336:13,20;1340:17;
1341:24;1366:14;
1369:20;1408:11;
1411:20;1413:4;
1431:26
claims-paying (1)
1420:8
clarify (1)
1359:6
classes (2)
1396:13,21
clause (1)
1450:3
claw (1)
1276:4
clean (1)
1400:8
clear (34)
1272:3,6;1274:12,22;
1275:13;1276:22;
1281:9;1283:9,12;
1306:22;1328:15;
1336:15;1337:13;
1338:2;1340:20;1343:2,
5;1348:9;1355:11;
1357:24;1364:23;
1365:17;1374:25;
1397:10;1409:2;
1419:15;1443:7,12;
1450:7,13;1451:25;
1453:14,16;1455:13
clearer (1)
1289:22
Clearly (5)
1277:2;1381:17;
1387:22;1420:9;
1428:19
clients (6)
Min-U-Script

May 31, 2012


1302:20;1327:11;
1347:12;1402:10;
1419:6;1421:17
close (12)
1290:8;1295:25;
1311:18;1334:26;
1372:7,13;1375:24;
1402:2;1411:23;
1413:25;1421:18;
1422:23
closely (1)
1290:5
closer (2)
1305:3;1370:26
CMBS (4)
1305:12,23,24;1316:5
co (28)
1290:23,25;1291:5,
15;1292:23;1293:12,12,

13,22;1294:16;1295:8;
1399:4;1403:24;1404:9,
23;1405:19;1406:11,25;

1407:14,23;1408:13;
1411:14,15;1412:24,24,

25,26;1417:16
code (3)
1311:16;1359:16,17
code-compliant (1)
1312:15
Coke (1)
1429:20
Coliseum (1)
1295:21
collapse (3)
1447:10,11,13
collateralized (1)
1287:11
colleagues (1)
1450:26
collective (1)
1414:17
collectively (1)
1356:16
come-back (1)
1436:22
coming (6)
1400:14;1403:2;
1415:18;1427:13;
1429:10;1444:14
commend (1)
1311:5
comment (5)
1313:26;1392:13;
1395:9;1396:5;1425:22
commented (3)
1390:17;1392:17;
1408:8
commenting (1)
1295:23
comments (1)
1364:22
commission (6)
1331:14,15;1345:9,

23;1346:17,20
Commissioners (2)
1294:12;1363:2
committee (3)
1443:14,20,26
communicating (1)
1424:7
communications (2)
1275:4;1384:25
commutation (3)
1318:25;1319:14;
1413:15
commutations (3)
1320:22;1413:18,26
commute (1)
1322:2
companies (15)
1278:21,22;1282:16;
1326:21;1328:25;
1329:14;1331:19;
1349:23,23;1350:6;
1351:13;1352:6;
1381:11;1398:9;
1399:10
company (101)
1273:20,21;1278:6,
14;1279:26,26;1280:10,

11,12;1281:2,4,15,16,
18;1282:9,10,12,26;
1283:26;1284:2;1289:3,
9;1290:22;1292:2,7,10,

11,11;1293:3;1295:11,
20;1302:16,26;1303:8;
1304:23;1315:23;
1324:18;1328:16;
1330:13;1331:5,14,21;
1341:18,20;1345:11,13,
17,17,18;1346:5;
1347:23,24;1348:3;
1350:4,21,21,23,24,25;
1352:18,23,24,25;
1353:2,3,4,15;1364:4,4,
7,9;1366:8;1380:20;
1390:25;1392:7;1393:3,
10;1398:6,15,16,16,22;
1399:21;1401:23;
1402:12;1405:14;
1408:13;1411:9;
1417:13;1418:11,20;
1420:8,9;1421:16;
1424:13,13;1436:7;
1449:13;1452:13,17;
1455:5
company's (1)
1287:17
compared (1)
1383:16
competence (1)
1342:24
competitive (1)
1329:21
compilation (1)
1383:13

compiled (1)
1383:4
complain (1)
1287:6
complained (1)
1285:22
complaining (2)
1293:19;1385:2
complaint (1)
1371:15
complete (1)
1425:25
completed (6)
1311:13,17;1312:15;
1313:23;1401:5;
1436:25
completely (7)
1285:17,18;1296:9;
1324:14;1342:17;
1348:6;1427:25
compliance (2)
1311:17;1385:24
complicated (1)
1424:2
complied (2)
1330:17;1434:13
comply (3)
1312:18;1313:18;
1331:26
component (1)
1398:4
components (2)
1334:10;1372:7
computer (1)
1342:13
concede (1)
1370:10
concept (1)
1374:4
concern (6)
1345:16;1347:19;
1350:24;1351:12;
1353:8;1415:9
concerned (6)
1280:22;1294:18;
1297:19;1299:15;
1353:17;1447:12
conclude (1)
1410:9
concluded (3)
1334:8,22;1410:16
conclusion (7)
1315:2,3,4;1427:2;
1442:24,25;1454:21
conclusions (2)
1438:22,22
conclusive (2)
1372:18,19
condition (4)
1309:22;1367:10;
1394:23;1410:12
conditions (2)
1381:5;1410:12

NYS Supreme Court Reporters

conduct (5)
1333:9;1366:16;
1429:23;1430:18;
1434:18
conducted (2)
1366:18;1369:4
conference (3)
1283:16;1388:20;
1434:16
confidential (2)
1423:7;1428:10
confidentially (1)
1423:15
confirmed (1)
1321:2
conflict (1)
1331:4
conglomerate (1)
1352:26
Congress (5)
1327:5,10,20;1361:9;
1362:16
conjunction (1)
1401:15
connection (7)
1327:15;1328:2;
1341:12;1381:3;
1384:26;1422:13;
1440:4
consensus (1)
1305:3
consequences (1)
1368:12
conservative (1)
1293:6
consider (9)
1308:8,23;1331:26;
1338:24;1351:7;
1363:20;1373:23;
1391:19;1414:5
considerable (1)
1413:7
consideration (1)
1373:26
considerations (1)
1391:21
considered (3)
1376:12;1387:21,21
considering (4)
1428:17;1451:4,8,26
consistent (5)
1280:7;1328:19,20;
1343:22;1389:21
constitutes (1)
1372:11
constitution (3)
1450:3,4,7
constitutional (1)
1450:14
construction (5)
1336:22;1337:22;
1338:3;1340:4;1341:23
consultation (1)
(7) cited - consultation

ABN AMRO v.
DINALLO, MBIA
1400:26
consumer (1)
1327:16
consumers (3)
1329:12,13;1330:3
contacting (1)
1398:6
contain (1)
1369:5
contained (1)
1292:18
contemplated (1)
1356:3
contemporaneous (5)
1274:10;1301:17;
1315:7;1317:19;
1423:21
contemporaneously (1)
1314:26
Continental (1)
1309:20
contingency (3)
1433:26;1434:3,6
continue (4)
1301:26;1379:4;
1401:13;1456:20
Continued (9)
1286:3;1300:5;
1312:17;1324:23;
1344:4;1365:19;
1396:24;1417:17;
1441:10
continues (2)
1451:23;1454:24
continuing (2)
1400:15;1455:20
contracts (4)
1327:8;1407:6;
1414:3;1455:23
contradicted (2)
1271:26;1274:10
contradicts (2)
1285:14;1414:22
contrary (6)
1277:6;1307:5;
1324:18;1326:10;
1337:8;1348:26
contribute (2)
1401:2,7
control (1)
1352:26
controlled (1)
1331:22
controversial (1)
1440:7
convenient (1)
1456:16
conversation (4)
1410:8,17;1435:9,13
conversational (1)
1435:22
conversations (4)
1408:19;1409:20;
Min-U-Script

May 31, 2012


1410:23;1450:26
Coopers (1)
1366:15
copy (3)
1379:13,16;1405:3
Corcoran (4)
1355:19,20;1357:15;
1359:3
core (4)
1271:24;1272:3;
1278:20;1355:3
corners (2)
1374:12,14
CORP (10)
1267:17;1290:12;
1334:24;1397:17;
1408:23;1409:14;
1410:3;1415:3,8,12
corporate (2)
1294:20;1303:3
Corporation (6)
1333:9;1352:25;
1407:7,8;1437:26;
1456:8
Corp's (4)
1298:7;1335:19;
1415:10;1430:10
corrected (1)
1306:4
corrections (1)
1365:8
correctly (1)
1349:12
Co's (1)
1294:20
cost (4)
1351:10;1362:22;
1407:16;1445:22
Coulter (3)
1290:9;1295:17;
1397:25
counsel (21)
1274:5,9;1299:6;
1310:7;1326:3;1328:26;

1333:20;1334:16;
1353:22;1355:11;
1360:12,26;1377:21;
1390:15;1394:18;
1398:19;1400:12,23;
1402:19;1405:2;
1412:11
Counsel's (1)
1349:26
counter (4)
1294:6,19;1343:5;
1398:5
counterparty (2)
1321:6,9
counting (1)
1315:17
Countrywide (1)
1323:18
County (2)

1454:3;1456:14
couple (2)
1319:26;1334:19
course (17)
1269:16;1310:5;
1328:13;1332:15;
1365:8;1370:15;1380:6,

18;1382:4;1383:18;
1413:21;1414:14;
1431:10;1436:16;
1448:25;1453:25;
1455:14
COURT (169)
1267:2;1268:25;
1269:3,5,20,26;1270:4,
8,13,19;1271:3,8,23;
1273:2;1274:11,12;
1275:26;1276:10,21,24;

1277:10;1278:15,17;
1279:17;1296:15,19;
1297:5;1298:10;1299:5;

1304:13;1306:6,10;
1307:6;1309:21,25;
1310:7;1311:9,14,25;
1312:20;1313:5,6,26;
1314:14;1320:7;
1324:11;1325:2,19,23;
1328:10;1336:22;
1337:14;1339:7,13,16;
1342:3,5,12,19,21;
1343:2,7,10;1346:16,23;
1348:19;1349:3,5,14,19,

20,21,21;1354:6,23;
1355:8,10,25;1358:5;
1360:23;1365:10;
1369:6,14;1370:18;
1371:3;1372:6,17,23;
1373:19;1374:21;
1375:2,3;1376:4,9,17,
19;1377:7;1378:13,15,
21,23;1379:4,8,12,15,
26;1380:5,14;1381:20,
22;1382:24;1383:8;
1384:12,15;1385:5,9,17;

1386:12,26;1388:25;
1389:12;1390:4,7,10;
1394:21,25;1395:5,22,
26;1396:5;1398:19;
1400:21;1401:6;
1402:19;1403:15,18;
1404:12;1412:11;
1413:13,16;1415:16;
1419:7,9,14;1420:3,5;
1423:11;1425:3,23,24;
1427:18,20;1428:25;
1429:3,6,18,21;1432:22;

1437:12;1438:10,16;
1443:3;1450:11;1452:5,

10,20;1453:18;1454:3;
1456:18
courtroom (6)
1269:9;1270:25;
1284:14;1323:16;

1331:12;1385:12
courts (2)
1276:14;1287:15
cover (4)
1270:17;1277:24;
1400:6;1453:7
coverage (1)
1288:5
covered (1)
1270:15
covers (6)
1289:26;1290:19;
1335:5,5,5,6
CPLR (1)
1370:10
crazy (1)
1373:19
create (3)
1362:6;1370:12;
1399:22
created (1)
1361:2
creates (2)
1396:21;1398:15
creating (3)
1282:14;1396:13;
1421:13
credit (1)
1394:4
creditors (2)
1303:8,11
crisis (6)
1279:10;1316:10;
1317:11;1323:20;
1364:26;1408:12
criteria (2)
1312:5;1448:15
critical (4)
1278:15;1330:8;
1346:2;1349:24
cropped (1)
1329:2
cross (1)
1410:23
cull (1)
1345:6
Cuomo (1)
1356:16
current (12)
1275:11,13,24;
1304:20,24,25;1314:12,
12;1316:23;1317:2,14;
1353:12
currently (1)
1275:17
cushion (1)
1399:2
cushions (1)
1399:9
custom (1)
1450:10
customer (1)
1421:5

NYS Supreme Court Reporters

customers (1)
1421:3
cut (2)
1274:14;1397:21

D
d2 (1)
1341:6
dangerous (2)
1347:2,11
DANIEL (1)
1268:14
data (3)
1275:7,20;1321:19
date (7)
1288:16;1299:7;
1329:8;1397:23;
1420:19;1426:21;
1452:24
dated (1)
1405:3
daughter (1)
1289:14
day (13)
1269:5;1290:20;
1363:9;1371:10,12;
1381:25;1415:21;
1416:2;1423:16;
1426:15;1428:21;
1439:7;1452:8
days (3)
1290:6;1401:8;
1406:17
dazzle (1)
1297:13
dazzling (1)
1289:11
dead (8)
1448:10;1453:2,2,22;
1454:5;1455:2,23;
1456:13
deal (18)
1285:23;1287:14;
1290:13;1305:8;1325:8;

1333:2,16;1336:12;
1348:7;1360:13;
1365:12;1380:10;
1400:17;1406:14;
1418:14;1424:12;
1425:12,13
dealing (7)
1312:9;1314:18;
1333:14;1342:8;1351:5;

1363:11;1377:13
deals (3)
1311:19;1368:8;
1398:5
dearly (1)
1381:22
debt (4)
1277:25;1287:11;
1288:5;1295:20
(8) consumer - debt

ABN AMRO v.
DINALLO, MBIA
debts (1)
1346:10
December (7)
1294:7;1316:18;
1321:26;1365:15;
1367:2;1406:8;1423:6
decide (4)
1320:25;1322:22;
1323:3;1340:10
decided (7)
1271:15;1353:7;
1361:7;1401:2;1405:20;
1406:5;1448:14
decision (51)
1272:12;1277:14;
1288:8;1296:16,20;
1307:3;1309:4,8,13,14;
1310:10,25;1314:7;
1321:26;1322:4;
1330:19;1342:3;1361:6;
1368:18;1369:16;
1370:18;1373:12;
1374:13,15,20,21,24;
1375:10,12;1376:16;
1377:11,17;1384:13;
1385:6,15,16;1386:13,
15,20,25;1387:26;
1389:19,24;1408:22,25;
1409:13,18;1437:9;
1441:9;1451:12,12
decisions (2)
1322:7,11
declaration (1)
1353:13
declare (1)
1330:13
decline (4)
1311:15;1312:7;
1313:7;1454:26
deem (1)
1446:19
deemed (4)
1332:22;1336:23;
1369:11;1449:2
deems (1)
1438:6
deep (1)
1318:2
defend (1)
1368:17
defense (1)
1310:23
defer (1)
1388:22
deference (4)
1343:12,14;1356:8;
1387:14
deferential (1)
1276:23
deferred (2)
1307:13,19
deficiency (1)
1454:24
Min-U-Script

May 31, 2012


deficient (1)
1369:12
defined (2)
1299:7;1354:25
Definitely (1)
1427:20
definition (8)
1298:8,12;1360:19;
1430:7,11;1431:5;
1433:7;1456:9
degree (1)
1281:6
deliberation (1)
1452:17
delineate (1)
1378:10
delineating (1)
1369:12
demonstrated (1)
1301:18
deny (4)
1298:5;1312:18;
1371:2;1372:5
departed (1)
1381:22
DEPARTMENT (112)
1267:15;1271:25;
1272:4;1275:4;1276:7;
1281:4;1283:8,16,22;
1287:4;1288:17;
1293:22;1294:8;
1298:16,21;1305:17;
1306:25;1307:2;1309:3,

16;1311:7,23;1313:6;
1322:12;1328:7,23;
1329:6;1333:20;1334:3,

7;1335:24;1337:26;
1339:4;1340:7;1341:26;
1350:2;1355:3;1357:19;

1359:26;1364:17;
1365:16;1366:10,18,20,
22;1367:8,20,22;1368:8,
17,25;1369:3,9;1371:5,

18,26;1372:3,10;
1373:14;1376:14,25;
1379:22,23;1382:17,22;

1383:4;1384:25;
1385:11;1386:6,7;
1387:5,16;1388:10;
1397:4,11;1399:16;
1401:2,16;1414:5,11,17,
24;1415:22;1416:11,14,

21;1417:15;1420:6;
1428:15,16;1429:25;
1430:9,13;1432:15,17;
1434:26;1436:18;
1438:6;1442:7,16;
1446:19;1447:5;
1449:10,17;1450:25,25;

1451:7,16,22;1453:13,
15;1454:15
departments (3)
1363:8;1364:15;

1449:16
Department's (17)
1278:19;1297:16;
1298:2,4,6;1299:6;
1326:25;1327:7,17;
1341:11;1342:4,7;
1370:21;1371:24,25;
1415:6;1447:12
depending (1)
1342:22
Depends (1)
1339:20
deposed (2)
1274:21;1322:21
deposited (1)
1361:13
deposition (18)
1283:10;1295:2;

1430:9,14;1434:12,18
determine (2)
1341:23;1451:3
determined (2)
1335:18;1455:20
determines (1)
1359:26
developed (1)
1447:5
development (2)
1347:2,11
device (2)
1278:6;1292:15
devices (1)
1347:22
Dewey (3)
1381:18,20;1397:5
DFS (2)
1297:15;1303:6;1336:5;
1452:14;1454:14
1348:24;1387:8;1388:4, Diet (1)
7,9,11,17;1389:16;
1429:20
1408:15;1414:9;
differ (1)
1444:16;1450:19,21
1309:18
depositions (2)
difference (5)
1276:11;1318:6
1352:5;1377:4,8;
deposition's (1)
1419:11;1433:21
1381:25
different (29)
Depression (2)
1272:22,23;1273:5;
1279:11;1302:23
1274:16;1275:8;
deputy (3)
1302:10;1319:15;
1284:12;1287:2;
1333:25;1335:14;
1289:18
1338:13;1340:7;1385:3;
Deputy's (1)
1393:6,12,22;1396:9;
1447:9
1403:10;1415:7;
describe (1)
1416:17;1418:4,5,23;
1381:23
1419:16,24,26;1425:17;
described (6)
1431:13,17;1445:5
1318:11,13;1388:21;
differentiation (1)
1413:16;1445:24;
1422:10
1448:7
difficult (1)
describes (3)
1360:2
1363:5;1433:12;
diligent (1)
1447:17
1383:7
describing (2)
dilution (1)
1370:3;1454:20
1294:16
description (1)
Dinallo (39)
1382:6
1272:2;1279:13;
desire (1)
1280:6;1281:12;
1404:5
1282:11;1287:5;
despite (1)
1292:25;1294:9,26;
1312:17
1297:15,19;1326:24;
detail (5)
1327:4,10,14,24;
1299:10;1302:9;
1328:19;1334:8,22;
1315:9;1326:22;
1335:18;1336:6;1365:2;
1380:23
1370:17;1371:22;
details (1)
1384:5;1387:7;1388:10;
1410:24
1389:9;1397:14,19;
detected (1)
1398:8;1409:24;
1347:2
1410:22,24;1413:19,23;
determination (14)
1414:26;1418:18;
1280:3;1298:6,11;
1434:17
1313:7;1358:15;1369:5, Dinallo's (15)
13;1383:10,14;1387:20;
1270:19;1272:12;

NYS Supreme Court Reporters

1328:3;1334:13,16;
1335:23;1336:5;
1360:24;1370:26;
1371:14;1388:4,11;
1389:14,16;1408:14
direct (4)
1290:11;1363:23;
1444:2,3
directing (1)
1425:22
direction (1)
1322:19
directions (1)
1410:17
directly (4)
1274:10;1401:22;
1402:11;1406:14
director (5)
1289:2,15,21;
1393:15;1420:18
disagree (1)
1329:25
disagreed (1)
1325:2
disagreement (2)
1279:23;1410:18
disappointed (4)
1408:17,18;1409:19;
1422:9
discern (1)
1369:6
disclosed (8)
1281:26;1364:2;
1371:26;1412:13;
1413:11;1416:17,18;
1419:7
disclosing (1)
1405:8
disclosure (2)
1402:16;1428:11
disclosures (2)
1392:15,25
discovery (3)
1304:12;1382:22;
1386:15
discretion (3)
1311:15;1312:7;
1448:18
discriminating (1)
1357:2
discuss (2)
1272:18;1380:22
discussed (8)
1281:8;1363:9;
1380:17;1426:26;
1427:15;1430:5;1446:6;

1454:17
discusses (2)
1380:21;1382:3
discussing (2)
1396:9;1414:20
discussion (24)
1269:18;1306:13;
(9) debts - discussion

ABN AMRO v.
DINALLO, MBIA
1307:17;1329:19;
1340:11;1353:22;
1354:2;1363:22;1366:4;
1382:7,9,12,13;1390:18;
1392:6;1412:6,23;
1413:3;1435:10,14;
1439:13,14;1441:6;
1451:18
discussions (6)
1408:21;1409:4,12,
16;1413:15;1422:12
disfavored (1)
1338:8
disposition (1)
1309:24
dispute (5)
1312:6;1432:3,12;
1434:23;1446:26
disputed (2)
1325:13;1439:18
disregard (2)
1449:22,25
disruption (1)
1445:10
distinction (1)
1374:25
distinctly (1)
1338:8
distorted (4)
1444:11,15,21;
1447:26
distortion (1)
1444:18
distress (1)
1292:9
distressed (1)
1412:25
distribute (1)
1330:13
distribution (1)
1444:7
distributions (2)
1350:16,17
divided (1)
1287:23
dividend (15)
1290:23,23;1299:18;
1330:13;1334:24;
1340:13,26;1350:8;
1353:14;1364:8;
1375:15,20,25;1397:6,
20
dividends (3)
1350:10,15,16
division (2)
1282:14,20
DOB (1)
1312:17
doctored (1)
1407:17
document (55)
1274:24;1276:2,3,6;
1279:18;1281:20,21;
Min-U-Script

May 31, 2012


1283:7;1284:6,23,24,25, Dow (3)
26;1288:13;1289:24,24;
1284:11;1285:7,19

1298:4;1304:7,16;
1306:24;1310:7;
1316:16;1327:19;
1329:17,23;1345:19,22;

1367:16,17;1383:2;
1391:7;1393:24,25;
1394:15,18;1399:11;
1400:7,16;1401:6,11;
1402:16;1403:4;
1411:16,17;1413:12;
1416:20;1417:2,4;
1418:26;1420:5,11;
1421:21,21;1425:17,18
documents (27)
1271:21;1274:10;
1281:7;1289:11;
1301:17;1304:15;
1305:18;1314:26;
1317:19;1349:18;
1383:13,17;1384:19;
1386:17;1393:4,5,6;
1398:13;1400:13,21;
1403:7;1407:12;
1415:25;1419:10;
1423:21;1439:6;1452:8
dollar (2)
1397:20;1401:4
dollars (12)
1291:2;1315:25;
1321:8;1322:3;1333:11;

1352:17;1360:21;
1361:18;1364:8;
1395:18;1399:19;
1446:4
domestic (3)
1330:12;1350:24;
1353:15
done (44)
1275:2,3;1278:10;
1283:18;1287:14;
1290:10;1293:7;
1297:23;1299:22;
1313:25;1319:14;
1340:18;1341:17,19;
1361:5,11;1364:5;
1366:14;1367:7;1370:8;

1371:14;1377:15;
1380:19;1401:4;1408:4;

1416:5,6,12;1429:25;
1436:20;1437:8,10,14;
1438:25;1439:16,26;
1440:10,11,18,20;
1442:7,10,16;1443:4
dormant (1)
1412:3
double (1)
1394:4
doubt (1)
1377:8
doubtful (1)
1450:2

1325:4;1330:14;
1338:16;1375:18,20
down (22)
economic (6)
1279:8;1281:21;
1283:6;1304:21;
1307:21;1319:25;
1362:2;1410:20;
1329:23;1331:24;
1433:14;1455:4
1343:20;1355:9,17;
economist (1)
1376:9;1395:10;
1287:3
1397:21;1404:9;
economists (1)
1406:20;1408:16;
1303:15
1410:3,20;1411:11,25; effect (11)
1420:20;1421:14;
1273:3;1332:4;
1442:5
1335:6;1336:25;
downgrade (6)
1337:17;1338:3,25;
1399:24,25,26,26;
1339:23;1340:5;1341:8;
1411:7;1420:21
1415:9
downgrades (1)
effective (2)
1415:8
1274:3;1368:5
downstream (6)
effectively (2)
1405:12,19;1408:22,
1369:14;1415:8
25;1409:13,18
effects (1)
downturn (2)
1356:2
1304:21;1455:4
efficient (1)
dozens (2)
1329:14
1295:22;1301:17
effort (2)
drain (1)
1274:7,8
1347:3
efforts (3)
draw (1)
1274:6;1447:9,12
1362:15
eight (1)
drill (1)
1329:16
1442:18
either (5)
drive (1)
1304:13;1388:13;
1318:2
1447:20;1448:5,26
drug (2)
electing (1)
1278:5;1292:14
1411:8
Dudney (1)
element (1)
1444:16
1431:21
due (11)
elemental (1)
1287:18;1335:4,9,22;
1329:25
1336:13,20;1340:17;
elements (2)
1341:24;1369:20;
1430:25;1431:18
1433:16;1455:3
eliminates (2)
during (15)
1341:15;1356:4
1277:5,11;1283:20;
ellipses (12)
1297:21;1306:17;
1271:7,12,14,18;
1333:20;1362:25;
1277:8;1288:14,19;
1371:11;1380:17;
1296:3;1329:3;1342:10;
1382:4;1383:18;
1356:18;1409:9
1404:21;1413:21;
ELNY (10)
1414:14;1432:7
1452:17;1453:6,25;
duty (2)
1454:23;1455:12,13,16,
1326:25;1411:4
22,23;1456:6
ELNY's (2)
E
1454:25;1456:4
else (5)
1288:8;1347:16;
earlier (4)
1373:4;1378:18;
1287:5;1338:22;
1406:25
1345:16;1416:22
else's (1)
early (5)
1388:9
1323:18;1350:11;
1373:9;1397:15;1450:9 elsewhere (1)
1380:12
earned (9)
1298:23;1299:2,8,19; e-mail (46)

NYS Supreme Court Reporters

1274:25;1284:21;
1288:10,16,24,25;
1289:17;1292:5;
1295:13;1296:8;
1395:21;1397:10,12,13,
23;1398:20;1399:11;
1403:17;1405:2,5;
1407:15,17,17,18;
1411:6;1412:18;1413:3,
13,17;1415:20;1422:18,
18;1423:18,25;1424:3,4,

6,10,26;1425:12,25;
1426:20,21;1427:10;
1428:3;1443:9
e-mails (9)
1274:11;1297:18;
1315:8;1386:17;
1411:12;1412:12,14;
1427:23;1428:2
Emergency (1)
1362:2
emphasized (1)
1382:18
employee (2)
1412:19;1413:14
employees (1)
1324:6
enable (1)
1448:3
enabled (1)
1448:8
enacted (4)
1330:25;1331:13;
1335:14;1338:13
enactment (1)
1353:11
encouraged (1)
1356:6
encumbrances (1)
1433:16
End (14)
1286:4;1304:8;
1305:14;1306:2,9,10;
1321:15;1324:22;
1365:20;1376:7;
1396:23;1398:6;1414:6;

1441:11
endeavor (1)
1435:7
ended (1)
1384:22
endorsed (3)
1424:9,19;1426:18
enforce (1)
1360:16
enforceable (1)
1364:24
enforced (3)
1324:8;1432:9;1450:8
engage (5)
1277:8;1364:18,19;
1404:6;1423:2
engaged (4)
(10) discussions - engaged

ABN AMRO v.
DINALLO, MBIA
1300:4;1352:3;
1357:21;1404:8
engagement (7)
1319:20,21;1320:3,5,
9,10;1363:20
engaging (2)
1276:16;1351:13
English (4)
1366:8,9,9,14
enough (7)
1277:16;1299:19,20,
22;1346:26;1360:7;
1364:26
ensure (1)
1346:4
entered (2)
1381:3;1407:7
enterprises (1)
1347:20
entire (12)
1280:17;1297:5;
1303:14;1337:18;
1338:4;1348:16;
1352:13;1413:21;
1414:18;1424:14;
1443:16;1446:26
entirely (6)
1292:23,23;1293:12;
1308:23;1416:26;
1450:14
entirety (1)
1348:10
entities (3)
1394:8;1398:24,25
entitled (2)
1387:13;1414:3
entity (3)
1352:9;1394:5,9
ephemeral (1)
1283:25
equal (1)
1354:10
equally (3)
1422:16,21;1423:4
equating (1)
1337:3
equation (1)
1413:24
equitable (31)
1280:26;1282:14,20;
1293:4;1315:5;1330:23,
24;1331:3,23;1332:3;
1333:24,25;1334:10,23;
1335:5,6,19;1336:18;
1337:3;1340:11,15;
1341:2,7,20;1351:8;
1377:25;1378:3,11;
1380:19;1381:6;
1382:10
equitably (2)
1324:8;1351:11
equity (10)
1285:13;1287:16,23;
Min-U-Script

May 31, 2012


1288:21;1289:18;
1315:19;1318:19;
1393:18;1394:16;
1320:23;1372:12;
1400:3;1401:4;1405:13
1413:19;1423:13,23;
erosion (2)
1430:16;1435:12;
1294:16;1295:12
1443:8;1451:19
erroneous (2)
evil (1)
1277:3;1311:20
1292:12
error (13)
exact (2)
1272:19;1301:10;
1335:10;1435:26
1302:4;1306:23,26;
exactly (10)
1307:6,13;1309:6;
1282:4;1339:8;
1310:21;1311:3;1314:5,
1345:16;1353:17,20;
23,24
1360:18;1395:11;
errors (5)
1399:9;1416:20;
1301:6,7;1307:12;
1437:11
1324:19;1442:19
exaggerating (1)
ESQ (5)
1289:11
1268:7,8,9,14,15
exam (16)
essence (1)
1324:13;1325:4;
1410:13
1337:5,11;1340:18;
essentially (11)
1366:19,19,20;1434:23;
1271:19;1299:16;
1436:19,24;1437:7,8,21;
1335:2,11;1336:17,18;
1438:21;1439:25
1346:19;1356:17;
examination (10)
1384:11;1390:15;
1332:13;1431:8;
1423:2
1436:11,19;1437:13,25;
establishes (1)
1438:5;1439:19;1440:4,
1363:6
8
estimate (1)
examinations (1)
1318:21
1436:26
estimated (1)
examine (1)
1455:12
1410:23
estimates (1)
example (4)
1446:3
1305:11;1356:19;
European (1)
1361:12;1387:4
1420:26
exceeds (1)
evaluating (1)
1355:26
1451:8
Except (4)
even (26)
1290:15;1330:14;
1271:6;1272:24;
1388:10;1445:17
1276:6;1279:20;
excerpts (1)
1298:16;1311:3,11;
1276:10
1312:18;1313:2;
excess (8)
1316:11;1325:2;
1332:15;1346:9;
1330:26;1335:25;
1350:10;1352:15;
1341:10;1343:17;
1353:14;1442:5,21;
1353:6;1359:21;1360:2;
1446:5
1369:3,18,20;1386:22; exchanged (1)
1412:12;1414:5;1419:9;
1383:21
1434:16
exciting (1)
Eventful (1)
1429:13
1416:2
Excuse (5)
eventually (1)
1297:25;1312:4;
1398:22
1398:20;1405:5;1432:6
everybody (3)
Executive (6)
1269:3,12;1388:9
1452:13,16;1453:6,
everyone (8)
24;1454:23,23
1328:22;1407:25;
executives (2)
1419:22;1423:16;
1318:4;1322:7
1425:12;1427:24;
exercise (2)
1438:24;1446:22
1312:7;1448:18
evidence (13)
Exhibit (5)
1274:7;1276:26;
1301:10;1340:23;

1394:25;1395:4;1453:8
Exhibits (1)
1452:23
exist (3)
1299:8;1349:8;1360:5
existed (1)
1301:7
existing (9)
1281:16,19;1287:8;
1357:20;1358:8;
1411:11;1412:6;
1421:17,17
expanded (1)
1384:24
expansion (1)
1382:21
expect (1)
1436:6
expedient (1)
1438:7
expense (2)
1326:17;1357:7
expenses (5)
1294:16;1295:8;
1351:11;1440:3,8
experience (4)
1269:15;1356:17;
1445:18;1454:26
experiencing (1)
1445:12
expert (10)
1307:8,9,10;1308:5;
1310:22;1314:23;
1315:14;1364:10;
1444:18;1445:11
expertise (1)
1342:24
experts (10)
1297:2,16;1305:4;
1328:21;1331:17;
1348:22;1354:20;
1363:20;1444:9,10
explain (1)
1374:5
explains (2)
1315:14;1374:5
explanation (2)
1319:13;1378:2
explicitly (1)
1320:4
exposure (3)
1292:18,19;1294:16
exposures (2)
1398:5;1445:13
express (1)
1281:13
expression (1)
1279:14
expressly (1)
1359:23
extensions (1)
1370:25
extensive (1)

NYS Supreme Court Reporters

1274:6
extent (14)
1271:15;1290:15;
1354:24;1356:26;
1357:25;1370:7;
1374:17;1381:7;1387:9;

1400:16;1417:5;
1425:20;1427:3;
1451:11
extraordinary (2)
1353:14;1449:12
extreme (4)
1303:26;1305:13,15;
1307:19
extremely (2)
1290:5;1403:19

F
face (4)
1301:11,13;1302:4,5
faced (2)
1447:2,6
fact (83)
1269:10;1271:6,14,16,
17;1272:15;1273:8;
1279:12;1281:21,23;
1282:4;1289:17,20;
1295:5,5,6;1298:20;
1309:3;1310:9;1311:4;
1313:20,23;1316:19;
1319:11;1324:14;
1325:8;1326:10;1336:3,

4;1337:26;1340:6;
1342:6;1343:4,18,19,25;

1351:19;1354:13;
1360:15;1365:6;1367:2;

1368:22;1369:22,26;
1370:12,16;1371:14;
1372:12;1375:17;
1377:12,14;1382:22;
1386:10;1387:16;
1388:15,19;1390:2;
1395:17;1398:3;1400:7;

1402:24;1405:22;
1406:21;1411:18,19;
1413:17;1417:9;1423:3,

20;1424:21;1435:9;
1436:19;1437:12;
1439:7,18,24;1442:15,
16;1445:3,20;1447:9;
1449:24;1456:6
fact-by-fact (1)
1276:16
faction (1)
1357:2
facts (21)
1270:23;1271:4;
1277:17;1297:13,13;
1299:14;1305:21;
1321:25;1323:17,17;
1324:12;1325:13;
1372:18,19,25;1400:22,
(11) engagement - facts

ABN AMRO v.
DINALLO, MBIA
23;1409:11,11;1418:9;
1446:24
factual (3)
1274:9;1315:26;
1382:24
failed (2)
1293:22;1312:15
failure (4)
1294:8;1324:12,13,15
fair (29)
1280:26;1289:19;
1293:3;1315:5;1325:6;
1331:23;1332:3;
1333:23,25;1334:10,22;
1335:5,19;1336:18;
1337:3;1339:5;1340:11;
1341:7,20;1351:8;
1380:19;1381:5;1382:9;
1391:10;1393:21;
1396:8;1444:24;1446:2,
3
fairly (2)
1324:8;1411:4
fairly' (1)
1285:26
fall (2)
1369:12;1415:4
fallacy (1)
1339:24
Fallon (1)
1397:26
false (3)
1311:10,12;1313:21
falsely (2)
1311:16;1312:14
far (4)
1277:20;1283:3;
1367:7;1369:12
fashion (1)
1329:3
Fashions (1)
1372:10
fatal (1)
1377:17
favor (4)
1326:16;1416:22,23;
1429:25
favorable (1)
1411:3
favored (1)
1326:12
fear (1)
1305:6
fears (2)
1279:19;1342:19
Feasibility (1)
1428:5
feasible (6)
1427:2,5,16,19,20;
1428:2
February (28)
1275:3;1281:11;
1292:25;1305:3;
Min-U-Script

May 31, 2012


1317:14;1327:4,24;
1366:26;1367:7;1386:3;

1387:23;1391:4,12,24;
1394:16;1396:7,12;
1397:5,24;1398:19;
1401:5;1415:5,10;
1423:17,24;1424:3;
1426:22;1438:23
Fed (2)
1328:8,12
Federal (14)
1294:23;1304:19;
1360:23;1361:3,7,8,9,
19,23;1362:16,17;
1382:12;1415:13,18
feedback (2)
1420:26;1421:12
fees (1)
1440:14
few (5)
1315:17;1378:16;
1404:4;1421:19;
1428:25
FGI (3)
1446:19,20,26
FGIC (7)
1352:2,4;1381:9;
1398:8;1448:2,3,5
FGIs (6)
1327:9;1446:25;
1447:10,19,24;1448:14
fiduciary (9)
1282:13;1288:17,17,
18;1292:26;1300:4;
1302:19;1391:8;1411:4
fight (3)
1276:4;1304:16,17
fighting (1)
1386:16
FIGs (1)
1415:12
figure (8)
1296:6,7,13,15;
1302:17;1348:4;
1352:19;1395:17
file (4)
1276:2;1312:22;
1315:22;1453:11
filed (5)
1366:26;1371:16;
1428:12,14;1453:11
filing (1)
1299:4
final (4)
1291:16;1411:4;
1418:9;1440:19
FINANCE (16)
1267:16;1281:4;
1291:6,19;1292:18,20;
1294:19;1357:7;1392:5;
1399:17,22;1401:20;
1402:5;1412:3;1413:5;
1445:13

FINANCIAL (41)
1267:7;1279:10;
1304:20,25,25;1316:10;
1317:11,15,18;1323:20;

1326:13;1327:5;
1332:12;1333:2,8;
1350:25,26;1363:17;
1364:25;1368:6;1384:6;

1391:14;1405:10,11;
1408:12;1411:10;
1431:7;1436:8;1444:13,

14,25,26;1445:11;
1447:6,11,13,16;
1453:10,14,15;1455:6
financially (1)
1347:21
find (9)
1274:14;1295:17;
1340:16;1375:23;
1385:14;1431:3;
1448:17;1452:3;
1454:11
finding (8)
1297:7;1315:3,5;

11;1418:15;1421:15;
1431:3;1442:20;
1453:12
Fischer (1)
1283:9
five (11)
1281:24;1333:10;
1335:13;1337:22;
1339:18;1343:16;
1391:18;1394:20;
1436:25;1437:14,22
five-year (1)
1392:24
FK (1)
1289:14
flexible (2)
1421:24;1422:3
flow (1)
1347:20
focus (8)
1272:13;1275:26;

Forman (1)
1451:10
formed (1)
1282:15
former (5)
1308:26;1309:2;
1343:26;1370:17;
1381:20
formulated (1)
1415:3
forth (6)
1320:4;1332:2;
1359:7;1368:23;1380:9;

1455:19
forward (3)
1328:21;1387:13;
1388:16
forwarded (2)
1288:10,25
forwarding (2)
1285:6,7
1297:13;1328:3;1331:6; fought (2)
1341:22;1432:2,19
1373:19;1389:16
focused (11)
found (3)
1376:2;1378:5;1382:11;
1318:4;1326:23;
1439:7;1450:19;
1439:11;1441:2
1328:24;1402:20;
1452:8
findings (3)
1414:17,24;1416:5,12; founder (1)
1380:9;1440:20;
1424:20;1432:23;
1295:21
1441:4
1435:5
four (6)
finds (3)
focusing (2)
1281:7;1324:7;
1332:12;1431:7;
1341:16;1431:4
1328:21;1343:16;
1448:23
folks (7)
1374:12,14
fine (10)
1274:21;1288:11;
fourth (3)
1270:7;1308:13;
1297:11;1315:10;
1316:20;1317:17;
1319:20;1388:3;
1398:21;1422:6;
1328:4
1392:21;1403:13;
1426:14
frame (1)
1418:14;1428:3;
follow (2)
1275:5
1440:14;1456:19
1336:10;1437:17
franchise (1)
Finer (6)
follower (1)
1283:24
1284:13;1287:2,13,
1295:25
Francisco (1)
15;1288:8;1393:17
following (7)
1348:24
finish (5)
1283:14;1301:21;
Frank (1)
1328:10;1376:9;
1302:2;1331:23;
1440:13
1378:18;1419:20,22
1340:25;1375:25;
Frank's (1)
finished (2)
1409:3
1440:14
1438:16,21
follows (1)
fraud (1)
fire (1)
1290:4
1309:20
1353:2
footnote (8)
FRAWLEY (1)
firm (5)
1380:3,5,6,11;
1268:9
1287:23;1318:10;
1453:13,16;1454:13,16 French (6)
1321:23;1381:19,19
force (1)
1323:25;1424:4,5,6;
first (33)
1414:2
1425:8;1426:14
1270:6;1281:11,18;
forced (1)
Friday (1)
1282:9;1293:2;1309:16;
1398:9
1456:25
1311:7,23;1313:6;
foreign (1)
Fried (2)
1326:26;1327:18;
1277:25
1440:13,13
1337:26;1351:24;
Foreman (2)
friend (1)
1363:9;1372:10;
1388:22,26
1295:19
1375:20;1385:21;
form (4)
front (4)
1386:19;1388:6;
1308:14,20;1430:16;
1306:6;1320:12;
1390:15;1391:21;
1446:4
1376:5;1413:25
1398:26;1399:25;
formal (3)
frustrating (1)
1405:10,11,11;1416:4,
1372:12,18;1437:13
1419:4

NYS Supreme Court Reporters

(12) factual - frustrating

ABN AMRO v.
DINALLO, MBIA
fulfill (2)
1433:9,15
full (3)
1277:9;1288:14;
1439:19
fully (2)
1321:17;1401:19
fund (7)
1358:24;1402:8;
1411:22;1412:6;
1418:20;1434:16;
1441:6
fundamental (4)
1272:26;1279:23;
1280:25;1338:2
funded (1)
1408:3
funding (5)
1378:3;1381:12;
1382:12;1384:2;
1398:16
funds (7)
1295:21;1328:17;
1345:11,13;1366:11;
1367:10;1438:3
funnel (1)
1345:11
funny (1)
1310:20
further (7)
1288:24;1303:25;
1314:2;1329:23;1386:2;
1399:25;1445:16
futile (1)
1455:21
future (8)
1279:3;1302:14;
1326:6,17;1346:26;
1421:2;1436:5;1455:22
FYI (1)
1295:19

May 31, 2012


1364:15;1394:11;
1405:2;1415:4;1453:9;
1456:12
Generale (16)
1277:21;1323:24;
1324:5,6;1362:11;
1393:25;1420:13,24;

1309:2,7;1310:24;

1408:1;1409:1,7;1410:1,
2,15;1411:1;1412:1,11;

1311:21;1312:6;1361:7,

1413:1;1414:1;1415:1;

9;1362:16;1370:17

1416:1;1417:1,6;1418:4, government's (3)

8;1419:3;1420:4;
1361:8,14;1362:17
1425:2,5,11,17,20;
Governor (4)
1426:6,10,13;1427:14,
1331:16;1348:20;
1421:5,6,11;1422:20,25;
19,22;1428:5;1438:13;
1350:14;1383:26
1423:25;1424:7,17
1456:22
Governors (1)
generally (3)
given (10)
1356:15
1326:4;1393:8,8
1273:26;1290:24;
governor's (1)
General's (1)
1307:2;1337:17;1338:4;
1387:26
1343:26
1339:23;1340:5;1398:7; grant (1)
gets (16)
1431:13;1445:10
1367:26
1276:22;1278:26;
giving (6)
graph (1)
1284:26;1288:23,25;
1289:8;1312:2;
1406:10
1295:13,16;1343:6;
1363:22;1393:13,15,18 Great (10)
1379:12,15;1421:4;
glad (8)
1279:11;1299:10;
1423:17;1426:15;
1296:5,7,12,14;
1311:6;1319:25;1353:2;
1439:20,21;1454:20
1302:17;1348:4;
1362:15;1409:21;
GIUFFRA (194)
1352:18;1395:16
1429:8,18;1435:8
1269:24;1270:8,12;
glass (1)
greater (2)
1284:17,19,22;1287:1,2,
1376:3
1279:20;1287:22
21;1288:1;1289:1;
global (1)
green (2)
1290:1;1291:1;1292:1;
1384:6
1275:9;1317:7
1293:1;1294:1;1295:1; gloss (1)
GREENBLATT (1)
1296:1;1297:1;1298:1;
1297:12
1268:15
1299:1;1300:1;1303:14; glossed (4)
greenfield (2)
1306:4,8,11;1308:12,18;
1272:10;1298:25;
1398:14,14
1310:5,8,13,17;1312:4;
1362:14,26
Greenspan (5)
1313:10,12;1314:4,16; glossing (2)
1274:3;1275:21;
1319:4,10;1320:6,9;
1332:18;1418:8
1316:12,13,22
1325:1,2,21,24;1326:1; goal (3)
Greenspan's (2)
1327:1;1328:1,6,12;
1329:11;1354:20;
1275:22;1315:14
1329:1,10;1330:1;
1392:3
grievous (1)
1331:1;1332:1;1333:1; goals (2)
1360:7
1334:1,21;1335:1;
1354:18,19
grind (1)
1336:1;1337:1,10;
goes (16)
1436:15
1338:1;1339:1,3,20;
1279:4;1287:15;
ground (4)
1340:1,22;1341:1;
1293:5;1294:4;1295:14;
1270:15;1296:19;
1342:1,11,20;1343:1,9;
1304:18,23;1338:14,16;
1324:21;1330:18
1344:1;1346:15;
1349:17;1351:16;
ground-breaking (1)
1348:18;1349:4,16,22;
1404:3;1405:16;
1381:26
G
1354:9,22,24;1358:4,10;
1411:21;1439:10;
grounds (6)
1365:5,6,13;1366:1,3;
1455:16
1270:18;1368:17,20;
GABC (1)
1367:1;1368:1;1369:1; go-forward (1)
1369:13;1374:2,4
1455:25
1370:1,2;1371:1,13;
1436:8
group (4)
GABC's (1)
1372:1;1373:1,7;1374:1, Goldin (1)
1283:24;1287:4;
1456:3
8;1375:1;1376:1,8,14,
1303:4
1357:13;1363:6
game (2)
18,21;1377:1,3,9;
Goldstock (1)
grown (2)
1293:14;1335:12
1378:1,9,14,20,22;
1271:11
1450:5;1455:12
gap (2)
1379:5,10,14,18;
Good (15)
grumblings (1)
1439:10;1455:11
1380:15;1381:21,23;
1269:3,4,15,18;
1434:21
gave (5)
1385:3,10;1386:5;
1313:16;1325:16;
GUARANTEE (15)
1277:7;1306:24;
1387:3;1388:15,23;
1355:14;1379:9;1391:6;
1267:16;1327:5;
1373:2;1434:17;1449:4
1389:2,8,13;1390:11;
1412:24,25;1413:23,25;
1333:2,8;1382:7;
Geitner (1)
1392:14,23;1394:23,26;
1426:4;1448:5
1391:14;1394:4;1407:6;
1384:2
1395:14,23;1396:6;
Google (2)
1444:25;1445:2,11;
Gen (2)
1397:1,3,13;1398:1;
1290:2;1295:22
1447:6,11,14;1455:6
1411:6,12
1399:1,14;1400:1,20; gotta (2)
guaranteed (1)
general (12)
1401:1;1402:1;1403:1,6,
1360:9,10
1394:5
1299:6;1323:25;
13,16;1404:1,13;1405:1; government (11)
guarantor (2)
1334:16;1337:16;
1406:1,16;1407:1,9;
1294:23;1308:26;
1407:7;1411:10
1349:26;1352:25;
Min-U-Script

NYS Supreme Court Reporters

guarantors (1)
1447:16
guess (7)
1270:10;1306:19;
1315:13;1337:10;
1388:23,25;1454:5
guidance (2)
1294:11;1355:13
guy (4)
1289:20;1295:15,26;
1304:24
guys (4)
1303:5;1395:22;
1416:3;1420:15

H
half (10)
1278:7;1329:18;
1345:15;1352:17;
1364:8;1388:6;1395:18;

1442:11,13,18
Hampton (1)
1287:2
hand (9)
1304:17;1310:2;
1379:10;1398:10;
1444:5;1452:7,10,19,20
handed (5)
1304:15;1310:7;
1379:17;1452:21;
1454:7
handing (2)
1310:3;1379:11
handled (1)
1328:13
handling (3)
1323:14;1374:6,7
happen (4)
1290:17;1303:18;
1360:3;1446:25
happened (16)
1293:20;1300:3;
1301:5;1303:10;
1328:16;1353:17;
1384:3;1387:20,23,25;
1390:21;1395:11;
1396:14;1403:11;
1426:25;1428:21
happening (1)
1438:11
happens (4)
1283:19;1290:18;
1397:24;1447:21
Happy (8)
1287:21;1308:12;
1342:12;1346:22;
1365:9;1409:7;1410:22;

1425:6
hard (4)
1288:12;1295:5;
1329:24;1409:22
Hardly (1)
(13) fulfill - Hardly

ABN AMRO v.
DINALLO, MBIA
1450:11
harm (2)
1421:17;1423:2
harmonize (1)
1337:15
hate (1)
1378:6
haystacks (1)
1274:16
haywire (1)
1316:20
head (1)
1361:23
header (1)
1444:4
headline (1)
1285:12
health (4)
1355:11,18,23;1421:8
healthy (1)
1285:20
hear (9)
1269:18;1270:10;
1299:13;1319:7;
1320:15;1390:12;
1396:3;1419:16;1429:6
heard (29)
1270:6;1275:7;
1276:13;1277:11,15;
1282:21,24;1294:25;
1304:11;1305:20;
1307:11;1321:19;
1342:26;1348:21;
1381:16;1382:4;
1383:19;1389:22;
1394:12;1403:8;
1418:15,17;1426:26;
1427:15;1434:21;
1436:25;1440:13;
1441:3;1455:6
hearing (4)
1323:11;1363:10;
1368:26;1369:4
heart (1)
1327:16
heck (1)
1396:18
hedge (2)
1434:16;1441:6
held (2)
1292:19;1420:22
help (1)
1304:4
helped (1)
1321:2
helping (1)
1296:11
hereof (1)
1331:26
Here's (5)
1283:7;1361:15;
1423:24;1430:12;
1438:6
Min-U-Script

May 31, 2012


hey (1)
1322:26
hidden (1)
1316:10
high (3)
1295:8;1321:5;
1404:16
highballed (2)
1320:16,20
higher (6)
1275:4,23;1316:26;
1318:8;1321:21;
1322:18
highest (2)
1392:4;1430:16
highlight- (1)
1395:2
highlighted (1)
1277:8
highlights (2)
1421:14;1454:15
highly (1)
1443:18
himself (5)
1295:15;1315:7;
1322:20;1363:4,5
hindsight (1)
1275:8
hire (1)
1297:2
hired (4)
1366:15,16;1377:21;
1437:10
history (16)
1280:17;1294:2;
1299:11,26;1331:11;
1345:4,26;1346:16;
1348:9,10;1349:7,18;
1352:13;1356:10;
1367:22;1387:2
HIV (1)
1355:24
hold (5)
1290:23;1292:23;
1295:8;1325:8;1404:14
holders (3)
1326:16,17;1401:16
holding (56)
1273:21;1278:14,21;
1279:25;1280:10;
1281:2;1282:10,26;
1283:26;1289:3,9;
1291:15,26;1292:7,10;
1302:16,26;1304:23;
1324:18;1328:25;
1331:5,14,18,21;
1341:17,19;1345:11,13,
17;1347:24;1348:3;
1349:23,23;1350:3,6,20,
22,25;1351:13;1352:17,
23;1353:2,15;1364:3,8;

1380:19;1390:25;
1393:10;1398:15,16;

1399:21;1405:14;
1408:13;1411:9;
1417:13;1420:9
holds (1)
1302:14
Holgado (44)
1269:26;1270:2;

13;1336:9,16,24;1337:3, hook (2)

4,12,21,23;1338:7,19;
1339:3,12,15,21,24;
1340:6;1341:9,26;
1342:4,6,6,18,20;
1343:2,10,19;1344:3;
1345:15;1346:2;1347:4,

15,25;1348:7,8,18;
1349:4,13,16,25;

1284:16,18,21;1287:20;

1303:13;1305:26;
1310:4,13,15;1312:3;
1313:9,15;1328:9;
1329:8;1334:19;
1339:19;1346:12,15;

1350:11,13,18;1351:15;
1352:5,7,11;1353:16,26;

1354:9;1355:17;
1356:11;1357:23;
1360:12,19;1361:6,25;
1362:13,25;1363:10;

1348:8;1349:13;1365:4;

1379:12,25;1380:6;
1384:20;1385:26;
1389:3;1390:6,9;
1409:25;1419:23;
1432:6,10,11;1437:12;
1443:3;1445:19;
1450:24;1451:23;
1452:9,19;1455:8
Holgado's (3)
1349:11;1451:10;
1456:11
homeowners (3)
1292:13;1303:22;
1347:15
Honor (406)
1269:4,24;1270:3,12,
21;1271:6,9,19,21,26;
1272:6,9,11,15,18,20,26;

1273:6,11,23;1274:22;
1275:6,10;1277:2,7,13,
16;1278:8,10,21;1279:9,
24;1280:5,14,19,26;
1281:7,20,21;1282:2,5,
21;1283:13,15;1284:6;
1285:3;1287:19;
1288:10,23;1289:2,10,
12,13,22,23;1291:7,11,
13;1292:8,17;1293:14;
1294:22;1296:14;
1297:12,26;1298:3,14,
16;1299:9,14,16,21,24;
1301:9,11;1302:7,14,24;
1304:4,9,13;1305:4,22,
26;1306:3,16,26;
1307:26;1308:9,24;
1309:9,10,12;1310:2,8,
12,19,20;1311:4,5,18,24,

26;1313:9,10,12,22;
1314:16;1315:13;
1316:3,4,11;1317:12,23;
1318:19,23;1319:10,19;

1320:6,8,10,13,23;
1321:16;1322:15;
1323:7,21;1324:11;
1325:12,24;1326:8,9,19;

1327:19,23;1328:26;
1329:18,20;1330:4,8,9,
19;1331:10;1333:7,26;
1334:4,7,12;1335:2,11,

1364:17,23;1365:2,9,13;
1366:3,5,12,25;1367:14,
19;1368:14;1369:17,22,

23;1370:10,24;1371:3,
16,20;1372:9,15;
1373:14;1374:8,15,17,
22,22;1375:4,12,14,15,
22;1376:2,18,24;1377:3,

9,24;1378:6,9,20,25;
1379:5,18,25;1380:7,11,

15,26;1381:7,10,13,18;
1382:2,4,15,26;1383:15,

1424:14,23
hope (2)
1269:5;1343:9
hopes (1)
1288:5
horizon (1)
1392:25
house (1)
1278:26
housing (1)
1421:7
huge (3)
1290:26;1295:2,3
hundred (4)
1279:7;1333:10;
1346:8;1404:4
hundreds (1)
1322:3
hurricane (1)
1278:4
hurt (1)
1292:14
HUTH (1)
1268:8
hyperbole (1)
1270:22
hypothetical (2)
1301:9,12

19,24;1384:16,20;
1385:13,26;1386:5,23;
1387:3,6,12,15,16,22;
1388:4,5,14,15,18,18;
I
1389:4,7,14,17,20;
1390:9;1392:11,14,21; Ian (1)
1393:7,23;1394:15,22,
1420:17
24;1395:4,10,14,16;
ice (1)
1396:4,6;1397:3,9,18;
1277:13
1398:13,18;1399:5,13, idea (4)
14;1400:12,20;1401:25;
1303:7;1355:14;
1402:3,14,18,24;1403:5,
1370:9;1388:23
6,8,12,17;1404:10;
ideally (1)
1405:5,23,25;1406:9,15;
1398:25
1407:2,15,19;1408:6,14; identify (1)
1409:7,10;1412:5,10;
1320:24
1413:17,22;1414:23,26; identifying (1)
1415:14;1416:10,19;
1429:26
1417:5;1418:3,5,7,14; idle (2)
1419:3,11;1420:4;
1302:3,4
1423:18,22;1424:20,25; ie (2)
1425:5,11,15;1426:5,13;
1451:15;1454:26
1427:10,17,22,23;
ignore (7)
1428:4,5,23;1429:2;
1277:17,17;1298:18;
1430:15,21;1432:20;
1299:5,7;1333:7;
1433:11;1435:12;
1423:22
1437:20;1438:25;
ignored (4)
1439:20;1442:13,26;
1278:18;1333:24;
1445:20;1446:10;
1354:13;1449:18
1449:21,25;1451:23;
ignoring (3)
1452:4,7,23,23;1453:3,
1294:11;1335:12;
5,14;1454:6,11;1455:8;
1341:10
1456:2,16,22,23,24
III (3)
Honor- (3)
1317:26;1318:5;
1319:5;1354:22;
1321:18
1390:6
ill (1)

NYS Supreme Court Reporters

(14) harm - ill

ABN AMRO v.
DINALLO, MBIA
1348:23
illegal (1)
1299:17
ILLINOIS (1)
1267:17
illustrated (1)
1353:13
imagine (2)
1329:24;1339:3
imbedded (3)
1278:12;1317:21;
1321:17
immediately (1)
1301:20
imminent (2)
1448:4,8
impact (6)
1307:22;1308:8,19,
23;1363:21;1381:6
impaired (1)
1341:14
impairment (2)
1341:15,16
impediment (1)
1272:11
imperative (1)
1369:5
IMPERIAL (1)
1267:4
implement (2)
1359:6,16
implementation (1)
1450:16
implication (1)
1338:8
importance (4)
1309:19;1362:26;
1379:6;1382:18
important (24)
1298:24;1299:12;
1301:16;1305:15,16;
1306:11;1316:11;
1317:14;1322:11;
1332:8;1333:6;1342:8;
1345:4,22;1355:16;
1361:2,10;1367:17;
1377:20;1383:2;
1397:23;1430:12;
1433:20;1440:26
impossible (4)
1273:26;1274:13;
1432:7;1445:9
impressed (1)
1297:16
improperly (1)
1312:8
inability (2)
1453:23;1456:3
inaccurate (1)
1406:17
INC (11)
1267:7,15;1285:20;
1289:2;1291:24;1391:2;
Min-U-Script

May 31, 2012


1401:2;1404:21;
1407:14;1418:10,12
incentive (1)
1312:21
include (3)
1340:24;1384:24,26
included (1)
1363:17
includes (1)
1353:12
including (5)
1277:23;1368:11;
1393:4;1403:3;1439:6
incomplete (1)
1277:3
inconsistent (1)
1450:15
inconvenient (1)
1440:23
increase (1)
1454:25
increased (3)
1283:24;1287:18;
1439:23
Inc's (1)
1417:15
indeed (1)
1297:6
independent (6)
1270:18;1296:19;
1324:21;1330:18;
1366:16;1440:4
indicate (2)
1370:11;1410:2
indicated (7)
1317:20;1340:7;
1352:16,16;1384:16;
1434:26;1449:19
indicating (4)
1297:19;1319:16;
1320:16;1321:12
indication (3)
1319:18;1320:20;
1325:5
indirect (1)
1407:8
indirectly (2)
1351:14;1406:13
industry (7)
1326:4;1391:14;
1414:19;1446:26;
1447:7,11,14
inequitable (3)
1324:15;1325:6;
1339:6
information (30)
1275:11,14,17,24;
1276:21;1277:3,4;
1297:20;1306:15,15,20;

1311:20;1314:12;
1316:13,24;1317:2,8,9,
10,11,14;1320:22;
1322:15,18;1367:6;

1369:6;1386:7;1426:7,
9;1445:22
informed (2)
1408:25;1409:18
ing (1)
1288:14
initial (2)
1415:6;1431:15
initially (2)
1374:18;1410:17
initiated (1)
1411:26
initiatives (1)
1411:23
inject (1)
1417:2
injection (2)
1399:18,21
injured (2)
1278:5;1303:23
input (1)
1420:3
inquire (1)
1355:23
insignificant (1)
1311:12
insist (1)
1436:23
insolvency (13)
1298:8;1341:15,16;
1430:7,11,18;1431:3,5;
1447:21;1448:19;
1451:3;1454:11;1456:9
insolvent (11)
1332:22;1341:14;
1446:21,23;1447:20,22;
1448:14,15,17;1449:2,6
instance (1)
1351:25
Instead (14)
1299:8,23;1404:8;
1405:8,26;1406:3,3,21;
1407:3;1411:10;1430:9;
1444:4;1446:13,13
instruct (1)
1451:13
insufficient (3)
1274:17;1386:24;
1456:7
insulated (1)
1288:4
INSURANCE (241)
1267:15;1271:25;
1272:7,17;1273:18;
1276:7;1277:22,24,26;
1278:6,13,14,16,19,21,

1293:2,11,12,22,22;

1416:16;1417:14;

1294:8,12,20;1298:8,24;

1421:13;1431:8;1433:9;

1299:6,25;1301:24;
1302:21,25;1303:20;
1305:7,8,9,17;1309:3;
1314:17;1315:6;1324:2,
4,19;1325:25;1326:4,4,
9,15,20,22;1327:8,12,17,

26;1328:22;1329:6,11,
15,26;1330:2,12;1331:6;

1333:9;1334:11,23,26;
1335:14,24;1336:9,23;
1339:11;1342:9;
1343:12,14,16;1345:11,
12,16,17;1346:4,5;
1347:13,14,23;1348:16,
20,26;1349:23;1350:2,
21,24;1351:4,14,18,20;
1352:24,26;1353:4,19,
24;1354:3,13;1355:2,6,
7,8,8,19;1356:6,22;
1357:6,10,19;1358:16,
17,20;1359:4,7,14,17,
26;1360:17;1363:2,8;
1364:4,7,15;1367:8,19,
22;1378:12;1380:20,25;
1381:13;1383:4;
1385:11,24;1390:24,26;
1391:23;1392:7,7;
1393:2,3;1396:16,22;
1399:4,4,16,23;1400:10,
11;1401:2,14,15;1404:9,
23;1405:10,19;1406:11,

25;1407:14,22,23;
1408:10,13;1411:14,15;

1413:4;1414:3,4,10;
1417:14,16;1418:10,20;

1420:6,8;1421:6,8,8,9;
1422:2,7;1424:13,21,23;

1428:14,16;1429:24;
1430:11;1434:26;
1436:18;1437:13,24,26;

1438:2;1440:5;1447:7,
11,14;1451:11,22;
1452:13,17;1453:24;
1454:10,15;1455:5;
1456:10
Insurance's (2)
1299:24;1402:17
insure (3)
1291:3;1431:14;
1445:23
insured (2)
1287:11;1412:3
insurer (39)
1273:16;1285:11,20;
25,26;1279:2,26;1280:2,
1287:9;1288:4;1331:22;
8,11,12,17;1281:2,10,15,
1332:13,22;1352:7,8;
16,18;1282:4,9,12,15;
1353:15;1362:21;
1283:2,17;1284:13;
1390:23;1393:11;
1287:3,3;1288:17;
1398:14;1399:22;
1290:12,15,22,25;
1404:16,18;1405:22;
1291:5;1292:3,4,9,11;
1411:11;1412:7;

NYS Supreme Court Reporters

1438:2;1440:9,9;
1446:20;1448:15,23;
1449:2,6;1451:9;
1454:2;1455:18,26;
1456:3
Insurers (9)
1327:6;1332:21;
1333:2;1347:21;
1355:23;1431:25;
1444:25;1445:2,12
insurers' (2)
1272:5;1350:5
insuring (1)
1285:21
integrity (1)
1436:8
intelligent (1)
1369:8
intends (1)
1398:22
intent (2)
1337:16;1342:23
intention (1)
1410:10
interest (23)
1282:13,19;1287:25,
25;1289:7;1291:25;
1292:2,7;1326:3;1327:7,

7,11;1329:20;1330:2;
1353:23;1354:3,10,12,
25;1355:2;1362:24;
1366:21;1402:11
interested (3)
1400:5;1414:20;
1420:25
interesting (2)
1285:2;1295:17
interests (20)
1292:6;1326:6;
1331:5;1332:4;1338:25;
1340:12;1341:8;1357:3,

20,22;1358:7;1391:22;
1392:2;1395:12,15;
1397:16;1401:22;
1402:21;1433:17;
1438:7
intern (2)
1269:13,17
internal (9)
1284:21;1305:18;
1397:11,13;1403:17;
1411:5;1422:18;
1451:11,17
internally (3)
1398:21;1411:13;
1412:14
INTERNATIONAL (1)
1267:6
interns (2)
1269:8,10
interpret (6)

(15) illegal - interpret

ABN AMRO v.
DINALLO, MBIA
1330:9;1336:22,25;
1341:9;1344:3;1359:6
interpretation (7)
1273:2;1336:9;
1342:9;1343:4,11,21;
1450:2
interpreter (1)
1336:8
interrupt (2)
1339:17;1369:24
into (36)
1270:17;1275:20;
1283:2,17;1290:21;
1295:4,4;1299:10;
1303:25;1318:2;
1328:14;1329:5;
1346:19,26;1347:13;
1353:4;1355:23;1362:5;
1373:21,26;1381:3;
1398:9;1399:11;1405:9,
19;1406:2,3,10;1407:7;
1410:17;1417:2;
1419:19;1437:25;
1439:18;1447:22;
1450:20
introduce (1)
1427:26
investing (1)
1295:20
investment (2)
1318:17;1407:6
investors (3)
1273:13;1393:8;
1402:9
inviting (1)
1272:20
invoked (1)
1368:18
involve (2)
1361:12;1414:21
involved (5)
1309:6;1361:22;
1366:6;1392:26;
1413:20
involvement (1)
1361:11
involves (1)
1431:21
involving (5)
1292:9;1343:3;
1352:3;1381:9;1412:18
irrelevant (2)
1304:3;1430:8
Island (2)
1278:4;1292:13
issuance (1)
1326:12
issuances (1)
1326:7
issue (28)
1269:25;1272:7;
1278:15,17;1283:15;
1302:3;1307:20;
Min-U-Script

May 31, 2012


1310:19;1311:20;
1313:17;1316:2;
1326:21;1347:26;

1305:24;1443:9,13;
1447:16
jump (2)
1349:3;1355:12;1374:2;
1273:9;1395:23
1380:2,8;1418:6;
jumped (1)
1419:15,18,21,25,25;
1443:3
1420:7;1432:24;
June (10)
1439:18;1454:14
1305:24;1399:24;
issued (1)
1401:11;1402:4;
1312:8
1403:20;1404:10,17;
issuers (1)
1405:4;1411:13;
1296:11
1456:26
issues (12)
June/July (1)
1271:16,17;1314:22;
1316:7
1325:8;1349:14;
junk (1)
1363:17;1370:12;
1394:10
1380:2;1401:12;
Justice (6)
1425:12;1444:14;
1267:24;1304:14;
1445:12
1382:21;1384:24;
item (1)
1385:7,26
1401:13
justify (2)
items (1)
1370:12;1389:15
1439:12

K
J
Kasowitz (69)
1269:11;1270:5,6;

Jack (1)
1435:16
January (7)
1274:25;1362:8;

1279:6;1306:14;1308:9,

1367:5;1370:6;1435:13,

17;1448:6
Jay (7)
1295:14,19,26;
1296:5;1303:4;1415:26;

1443:13
job (6)
1320:17;1321:13;
1327:25,26;1339:16;
1409:21
joint (1)
1347:18
Jonathan (1)
1452:14
Jones (3)
1284:11;1285:7,19
JOSHUA (1)
1268:15
Journal (1)
1284:19
JPMORGAN (1)
1267:5
JR (1)
1268:7
Judge (2)
1323:11,13
judgment (2)
1355:22;1449:3
judgments (1)
1431:22
judicial (2)
1372:12,18
July (4)

16;1313:4;1317:20;
1318:9,23;1319:6,19;
1320:8,14;1323:11;
1329:17,24;1337:7;
1349:2;1353:26;
1354:15;1358:3,6;
1359:19;1366:24;
1379:16;1388:5;1389:6;

1392:11,15,21;1393:5,
23;1394:22,24;1395:3,9,

1295:10
key (13)
1325:26;1332:17,17;
1361:23;1363:13;
1394:20;1398:4,24;
1401:13,20;1416:4;
1418:9;1423:23
kicker (1)
1438:6
kind (6)
1276:16,17;1294:8;
1302:24;1391:26;
1437:9
KLEIN (1)
1268:20
knew (17)
1281:4;1285:15;
1318:3,5;1321:18,20;
1377:22;1390:16;
1392:17;1403:9;
1407:25;1419:6;
1423:12,14;1424:9;
1426:18;1427:24
knowledge (2)
1312:24;1383:12
known (10)
1279:14;1281:5;
1283:21;1302:13,15;
1317:3;1322:22;
1361:26;1408:7;
1433:21
knows (4)
1303:17,18;1375:13;
1430:15
KOSS (1)
1268:24
Kurscic's (1)
1342:2

19,24;1396:4;1399:5;
1400:12;1402:24;

1403:12;1406:9;1407:5,

24;1411:17;1412:9;
1416:19;1418:3,7,8,13;
1424:25;1425:10,14,18,
22;1426:5,7,12;1427:9,
26;1438:26;1443:21,24;
1456:24
Kasowitz's (1)
1274:23
keep (10)
1287:21;1288:7;
1315:20;1317:24;
1358:21;1378:6,14;
1409:20;1411:8;
1421:20
keeping (1)
1410:10
kept (1)
1318:17
Kevin (1)
1285:4
Kewsong (4)
1288:25,26;1289:5;

LaBoeuf (1)
1397:5
lacks (2)
1453:26;1455:16
laid (1)
1346:17
landscape (1)
1405:16
language (14)
1332:17;1333:15;
1369:10;1393:6;
1394:20;1400:16;
1401:5,20;1402:20;

1289:23;1299:3;
1305:20;1307:26;
1317:12;1329:21;
1392:16;1393:26;
1394:12;1395:9,23;
1397:19;1402:19;
1403:8;1404:13;
1422:26;1423:9;
1427:12;1445:18
lasting (1)
1346:26
late (6)
1285:11,19;1367:4;
1412:22;1447:4;1450:9
later (11)
1282:18,20;1309:7;
1332:7;1337:11;
1363:25;1365:7;
1371:14,22;1373:25;
1396:5
launch (3)
1287:7,8;1404:15
Lavin (1)
1449:26
law (107)
1270:23;1271:5;
1272:7,10,17;1275:13;
1276:22;1277:18;
1278:13,16;1280:2,4,8;
1281:10;1292:4;
1293:24,24,25;1297:13,
14;1298:8,25;1301:24;
1303:3,20;1306:18;
1307:7,7;1309:9,11;
1312:19;1314:8,9;
1315:6;1324:4,8,19;
1325:13,25;1326:10,10,
15,22;1330:4,5,15,26;
1334:11,15,23,26;
1335:14;1336:9,23,25,
26;1337:14,25;1338:8;
1339:11;1342:9;
1343:12,14,16;1348:17;

1351:4,14;1353:19,24;
1354:4;1355:2,6,8;
1356:6;1358:22;1359:5,
7,13,14,16;1360:5,17;
1361:2;1362:4,5;
1366:9;1367:19;1368:7,
13;1370:3;1374:21;
1381:19,19;1385:25;
1390:3;1396:16,22;
1430:11;1437:13,24;
1438:4;1440:5;1449:21;
1450:12;1452:15;
1403:4;1416:4;1418:26;
1454:10;1456:10
1446:15;1449:25
lawful (7)
large (3)
1332:14;1427:16,18;
1315:9;1328:3;1398:5
1431:10;1448:24;
largely (2)
1453:23;1455:13
1305:20;1325:13
laws (2)
LaRocca (1)
1360:11;1450:16
1379:21
lawsuits (1)
last (19)

NYS Supreme Court Reporters

(16) interpretation - lawsuits

ABN AMRO v.
DINALLO, MBIA
1293:20
lawyer (6)
1276:7;1305:20;
1318:20;1385:11;
1389:3;1410:13
lawyers (1)
1423:19
lawyer's (1)
1296:4
lawyer-written (4)
1274:20;1276:12;
1305:19;1387:6
lay (1)
1368:23
lays (1)
1332:10
LBR (3)
1363:15,24;1364:11
lead (1)
1446:15
leading (1)
1351:13
least (3)
1333:13;1426:9;
1452:11
leave (1)
1448:17
leave-behind (1)
1436:6
leaves (2)
1287:9;1340:13
Leboeuf (2)
1381:19,20
led (1)
1328:12
Lee (4)
1288:26,26;1289:5;
1397:25
Lee's (1)
1295:10
left (4)
1321:15;1342:7;
1364:26;1449:13
left-behind (4)
1277:23;1278:23;
1324:16;1380:24
legal (15)
1272:19;1287:13;
1339:25;1367:16;
1368:12;1370:18;
1375:11;1386:18;
1394:2;1412:13,16;
1413:8;1424:16;
1426:15;1427:5
legally (1)
1298:4
legislation (1)
1356:4
legislative (18)
1294:2;1304:20;
1331:11;1342:23;
1345:3,26;1346:16;
1347:18,18;1348:9,10;
Min-U-Script

May 31, 2012


1349:7,18;1355:13;
1356:9;1359:6;1360:11;

1449:3
legislators (1)
1361:24
legislature (15)
1272:23;1280:2;
1326:22;1332:18;
1333:4;1353:10,17;
1358:2;1359:13;
1361:12;1431:13;
1448:14,16;1449:15;
1450:3
legitimate (1)
1298:26
Lehman (25)
1305:12,23,24;1316:4,
5,5,5,7,8;1317:24;
1318:8,11,12,14,14,17,
20;1319:12,16;1320:16;

1321:2,4,12;1322:9,17
length (2)
1351:9;1381:10
less (8)
1287:9;1293:13;
1294:15;1321:10;
1411:3;1414:2;1429:12;

1449:23
letter (85)
1281:11;1282:24;
1283:7;1294:7;1297:7,
10,10,12;1298:13;
1299:9,10,11,13;
1319:21;1320:3,9,10;
1327:4,20;1333:15,17;
1334:15;1335:25,26;
1343:23;1365:15;
1367:15;1369:19,21;
1371:4,17,26;1372:4,6,
16;1374:9,10,11,12,14,
14;1375:5,11,12,14,16,
21,22,26;1376:4,5,7,13,
16;1377:11,22;1379:7;
1380:16,21;1381:2,14;
1382:5,8,16;1383:26;
1384:17;1385:21;
1386:19;1387:10;
1389:18;1391:13;
1393:16;1402:18;
1403:22;1434:14,14;
1439:5;1441:9;1448:10;
1453:2,2,22;1455:2,23;

1456:13
letters (2)
1387:26;1401:12
level (1)
1301:23
leverage (1)
1398:11
liabilities (14)
1282:15;1332:16;
1346:10;1431:19;
1433:23;1434:3,8;

1442:6,22;1446:2,3;
1451:5;1454:21;
1455:12
liability (1)
1366:13
liability-based (2)
1363:11;1364:16
licensed (1)
1401:19
lien (1)
1316:15
life (8)
1279:4;1450:9;
1452:13,16;1453:24;
1454:23,23;1455:5
light (3)
1313:20;1369:10;
1434:25
liked (8)
1273:8;1285:16;
1322:21;1390:17;
1392:18;1394:13;
1403:8;1424:8
likely (2)
1318:21;1421:18
likes (1)
1319:2
limine (1)
1380:2
limit (3)
1334:9;1375:16;
1398:11
limitation (1)
1375:18
limited (3)
1370:14;1372:24;
1437:21
limits (2)
1350:8,10
line (7)
1357:10;1403:15;
1404:13;1433:2;
1436:14;1444:17,17
liquid (1)
1347:21
liquidation (5)
1447:19,23;1448:4,8;
1452:16
liquidity (3)
1401:24;1402:12,21
listen (2)
1294:26;1395:26
listened (1)
1392:16
listening (6)
1270:14;1271:23;
1273:6,23;1422:26;
1423:9
literally (9)
1276:4;1279:6;
1295:23;1323:26;
1366:16;1381:24;
1383:21;1390:2;

1393:17
litigating (1)
1387:13
litigation (8)
1290:4;1291:11;
1295:24,24;1323:9;
1370:22,22;1388:6
little (18)
1277:15;1285:2;
1296:17;1301:6;
1314:25;1325:16;
1330:4;1335:12;
1342:19,24;1345:3;
1354:7;1359:20;
1363:24;1382:3;
1419:26;1429:12;
1435:17
live (2)
1278:3;1453:7
living (1)
1456:14
LLC (1)
1287:23
Lloyd's (7)
1366:4,7,13,15,16;
1367:9,9
loan (1)
1362:18
loans (1)
1277:25
Loft (1)
1312:19
logic (1)
1320:21
LONDON (1)
1267:10
long (16)
1270:22;1278:4;
1292:13;1302:22;
1312:24;1335:20;
1336:19;1338:11;
1346:26;1367:15;
1418:25;1422:4;
1437:18;1445:21;
1449:18,21
longer (1)
1334:17
look (34)
1269:19;1274:15;
1276:15;1280:23;
1284:10;1288:15;
1290:21;1295:4,4;
1307:8;1314:26;
1316:17;1317:21;
1322:14;1325:10;
1333:14;1334:4;
1335:16;1337:16;

NYS Supreme Court Reporters

looked (7)
1271:11;1315:10,23;
1317:26;1325:10;
1389:23;1436:10
looking (12)
1315:8;1316:17;
1321:18,24;1335:7;
1372:20;1373:16;
1380:16;1421:11;
1434:6,7,9
looks (2)
1275:16;1284:20
lose (1)
1393:9
loses (1)
1293:14
loss (6)
1280:15;1294:15;
1363:18;1429:16;
1431:21;1448:26
losses (19)
1275:22;1279:19;
1280:16;1288:4;1291:8,

9;1294:23;1301:20;
1303:25;1316:25;
1317:3;1318:8,21,26;
1320:16,19;1321:7;
1322:18;1352:13
lost (2)
1410:25;1421:4
lot (28)
1270:15,24,25;
1276:13;1277:12;
1280:20;1282:21;
1293:10;1298:3;
1304:11;1314:21;
1315:10;1321:19;
1331:9;1342:26;1347:5;

1348:21;1356:12;
1358:12;1368:16;
1373:24;1379:26;
1396:18;1407:4;
1417:10;1430:4;1433:2;

1435:6
love (1)
1319:7
lower (2)
1313:6;1322:13
Ltd (1)
1372:10
lump (1)
1444:26
Lunch (1)
1378:26
Lybrand (1)
1366:15
LYNCH (11)
1339:10,10,11;1341:11;
1267:6;1323:19,22,
1346:19;1370:20,25;
23;1412:18,19;1413:2,6,
1372:15;1376:3;
14,20,23
1397:23;1400:24;
1419:19;1420:20;
M
1449:24;1450:21
(17) lawyer - LYNCH

ABN AMRO v.
DINALLO, MBIA
machine (2)
1275:19,20
magnifying (1)
1376:3
magnitude (1)
1418:5
main (1)
1421:20
maintain (4)
1272:5;1333:12;
1334:24;1394:3
maintained (1)
1405:20
maintaining (1)
1301:23
majority (1)
1404:5
makes (7)
1285:2;1293:12;
1321:4,11;1359:19;
1370:19;1406:11
making (17)
1272:3;1289:19;
1321:14;1322:7;
1339:22;1349:6;
1365:17;1367:5;
1389:13;1397:4;
1400:19,20;1403:2;
1415:25;1419:5;
1430:13;1455:12
man (2)
1288:16;1302:19
management (3)
1288:11,19;1411:26
managing (1)
1420:17
mandamus (2)
1368:25;1374:26
manifest (1)
1301:25
manner (3)
1282:16;1369:11;
1391:18
many (9)
1274:11,20;1276:8,
10;1277:23;1283:21;
1324:7;1338:16,16
March (7)
1284:10;1288:16;
1398:20;1446:11;
1452:25;1453:11;
1454:4
MARIE-LOUISE (1)
1268:8
MARK (3)
1268:20;1389:8;
1425:20
marked (1)
1452:22
market (22)
1298:17;1326:6;
1329:14;1357:6,10,17;
1382:14;1393:8;
Min-U-Script

May 31, 2012


1401:14;1416:18;
1427:3;1443:5,6,15;
1444:11,15,19,21;
1445:10,21;1446:13;
1447:25
marketing (1)
1403:26
markets (4)
1326:5,13;1329:22;
1354:12
massive (2)
1317:18;1364:25
master (1)
1381:2
material (13)
1306:20,23,26;
1307:6;1308:8,19;
1309:5;1310:22;1314:5,
23,24;1324:19;1358:12

materiality (10)
1306:13,17,18;
1308:24;1309:11,15,16;

1310:8,21;1314:9
materially (2)
1277:3;1445:4
materials (2)
1307:2;1382:24
matter (9)
1298:19;1309:23;
1314:9;1367:17;
1389:12;1403:22;
1449:17,19;1452:12
matters (4)
1293:18;1333:21,22;
1449:11
mature (6)
1332:14;1346:10;
1431:10;1448:25;
1453:25;1455:14
maximize (1)
1398:11
maximum (1)
1350:8
May (37)
1267:21;1294:17;
1305:26;1327:14;
1328:13;1329:20;
1332:4;1335:6;1338:25;

MBIA (177)
McKiernan (3)
1267:15;1272:17;
1318:3;1319:11;
1273:11,18;1277:22,24,
1320:23
25;1280:17;1281:12,23; mean (22)
1282:3;1283:2,8,17,22;
1269:6;1272:21,23,
1284:17;1285:5,5,9,12,
24;1335:11,15;1336:18,
20,24;1287:6,11,26;
20;1337:24;1338:22;
1288:4,7,11;1289:2,4,
1339:25;1341:4;
20,26;1290:2,12;
1343:15,16;1353:19;
1291:24;1294:14;
1366:25;1373:24;
1295:15,22,26;1297:4,7;

1298:7,14;1299:24,25;
1300:3;1301:18,26;
1302:20;1307:2;1311:3;
1314:11;1317:21,23;
1318:13;1321:3,25;
1322:8,15;1324:2,7;
1327:12;1330:5;
1334:24;1335:19;
1340:6,24;1347:13;
1348:2;1351:17,19;
1352:3,14;1353:23;
1364:2;1367:6;1370:6;
1375:13,23;1378:11;
1380:25;1381:13;
1383:22;1384:25;
1390:24,26;1391:2,5,23;

1392:7,15;1393:2;
1394:18;1396:12;
1397:13,16;1398:2,21;
1399:2,4,17,23,24;
1400:2,5,7,10,25;
1401:2,10,12;1402:9,17,

19;1403:17,19,24;
1404:10,19,21;1405:3,7,

8,9;1407:12,13,22;
1408:10,23;1409:13;
1410:3;1411:7,8,15;
1412:2;1413:4,13,23;
1414:4,20,25;1415:3,8,
10,12;1416:15;1417:15;

1418:10;1419:8,12;
1420:16,18,23;1421:2,
16,26;1422:17,22,23,24;

1423:7;1424:13,21,23;
1428:11;1430:9;1431:9;
1434:22;1436:7;1440:3,
12,13,25;1443:7;1444:9;

1339:2;1341:7,23;
1446:2;1448:2
1347:14;1359:22;
MBIA's (30)
1380:3,7;1382:15;
1273:8;1275:12;
1385:11;1395:13;
1279:19;1283:14;
1398:8;1399:15;
1284:5;1303:26;1305:2,
1405:12;1410:23;
12;1307:8;1308:5;
1411:13,22;1436:20;
1316:6,9,22;1317:9,10;
1437:5,25;1438:16,20;
1326:2;1328:26;
1439:16;1444:4;
1340:21;1360:12,24,26;
1446:18;1449:5,19;
1364:10;1390:14;
1450:5,14
1398:19;1412:4,11;
Maybe (6)
1416:24;1420:22;
1292:13;1308:2;
1422:20;1445:23
1355:14;1423:10;
McConnell (1)
1445:17;1456:16
1380:3

memory (1)
1276:2
memos (1)
1302:9
mention (6)
1375:26;1376:6;
1441:4,5,7,8
mentioned (2)
1301:16;1390:14
merely (1)
1374:6;1417:3;1425:14;
1370:3
1436:24;1444:20
MERRILL (11)
meaning (10)
1267:6;1323:19,22,
1334:10,23;1335:20;
23;1412:18,19;1413:2,6,
1337:17;1338:3;
14,20,22
1343:21;1409:8;
met (7)
1445:11;1449:14,22
1287:5;1312:5;
meaningful (2)
1410:12;1431:14;
1364:21;1369:15
1434:20;1438:23;
means (3)
1439:13
1290:13;1292:23;
methodology (2)
1343:14
1382:25;1448:26
meant (1)
MICHAEL (1)
1297:25
1268:7
measure (4)
mid (1)
1353:11;1433:4,22;
1404:17
1445:26
middle (3)
measured (2)
1279:10;1408:12;
1429:23;1430:18
1411:13
measurement (1)
midst (1)
1299:7
1438:11
medical (3)
might (8)
1278:5,26;1292:15
1295:17;1309:23;
meet (8)
1312:7;1325:16;
1420:23;1432:8;
1337:20;1368:20;
1438:19;1443:19,22,26;
1429:13;1450:19
1445:14;1455:22
Mike (1)
meeting (13)
1270:16
1361:21;1414:13,17;
milking (2)
1415:21;1417:7;1420:6,
1347:22;1350:5
16,22;1421:10,15,24; Miller (1)
1422:19;1444:6
1364:10
meetings (3)
million (40)
1328:8;1360:23;
1280:16,18;1291:8,9;
1361:19
1308:7,23;1316:25;
Mehta (8)
1317:3,25;1320:11;
1289:26;1290:3,3,6;
1321:7;1323:2;1333:10,
1291:22;1293:16;
13;1351:16;1352:12,13;
1295:22;1296:10
1353:6,14;1362:8;
melodious (2)
1399:19;1401:3,7;
1390:12;1429:6
1404:5;1405:9,12,19;
member (1)
1406:4,6,7,8,19;1407:3,
1363:7
4,16,20;1408:15,22;
members (4)
1409:13;1410:3
1341:17,19;1352:16;
millions (1)
1403:19
1322:3
memo (10)
mimic (1)
1279:16;1304:8;
1369:10
1305:14;1306:2,8;
mind (4)
1315:22;1373:20,24;
1319:19;1358:21;
1439:12;1452:15
1410:21;1448:10
memorandum (1)
mindful (3)
1334:7
1422:17,23;1423:3

NYS Supreme Court Reporters

(18) machine - mindful

ABN AMRO v.
DINALLO, MBIA
minds (1)
1309:18
mine (2)
1295:19;1305:3
minimally (1)
1337:4
minimum (2)
1315:26;1333:12
minor (1)
1312:11
minus (1)
1434:8
minute (1)
1373:8
minutes (3)
1319:26;1325:20;
1428:26
misconstrue (1)
1320:2
misinstruction (1)
1319:8
misleading (1)
1444:4
missed (1)
1359:18
misses (1)
1326:8
missing (2)
1271:12;1360:26
mission (9)
1271:25;1272:3;
1274:13;1278:20;
1327:17;1329:19;
1355:3;1357:18;
1358:18
misspoke (1)
1306:20
mistake (2)
1306:5;1375:9
model (3)
1317:6,9,10
modeling (2)
1316:23;1322:25
models (3)
1275:8,12,18
moment (2)
1452:24;1456:2
Monday (1)
1388:14
money (88)
1273:18,18,21;
1280:20;1282:8;1283:2,
17;1289:8;1291:10,14;
1293:10;1299:20,22,24,
25;1301:3;1314:17,17,
19;1315:24;1321:10;
1322:2;1333:10;
1336:19;1350:20,22;
1351:17,20,22,23,24;
1352:8,15;1357:11,13;
1360:22;1361:8,13,13,
14,18;1362:7,11,12,17,
18,20,21,23;1364:6,26;
Min-U-Script

May 31, 2012


mortgage (1)
1398:15;1399:4,20,23;
1288:4
1401:26;1402:14;
most (8)
1404:2,9,22,24;1405:21,
1275:17;1303:9;
25,26;1406:24;1407:4;
1305:11;1317:2;
1408:10;1410:19,26;
1336:21;1367:17;
1411:14,15,18,22;
1421:18;1455:24
1412:6;1414:2;1415:18; motion (2)
1417:13;1418:11,12,20;
1312:20;1423:10
1419:11,12,12,13
motions (1)
monies (1)
1380:2
1345:11
motivated (1)
monoline (1)
1324:17
1422:13
motivation (1)
month (6)
1352:21
1284:11;1287:5;
move (1)
1288:22;1347:25;
1313:9
1393:17;1435:18
moves (1)
months (9)
1407:2
1296:26;1366:23;
moving (4)
1384:7;1436:15;1437:6,
1287:6;1288:3;
6,7,7,14
1368:22;1378:14
Moody's (3)
MRHOLGADO (17)
1399:25,26;1411:7
1328:5;1338:21;
more (50)
1339:12,14;1340:20;
1275:3;1277:20;
1342:10,18;1369:23;
1280:20;1283:3;1285:2;
1371:8;1376:25;1378:4,
1291:9,10,22;1304:18;
25;1397:10;1407:2;
1314:4;1315:11;1316:8,
1408:26;1410:14;
11,12,23;1317:3,13;
1456:23
1321:10;1323:15;
MRX (2)
1324:7;1330:15;1332:9;
1391:15;1426:24
1333:5;1338:14,17;
much (21)
1346:5,21,24;1347:8,10;
1270:12,13;1275:7;
1348:13;1354:7;
1294:25;1295:11;
1369:10;1375:17;
1297:21;1307:11;
1388:2;1392:9;1406:5,
1309:10;1314:4;1316:8,
18;1407:20;1421:3;
11;1318:8;1346:22;
1424:2;1429:16;
1378:22;1404:2,22;
1431:20;1433:23;
1406:18;1421:16;
1435:17;1437:7;
1425:2;1440:17;
1439:22;1440:2;1451:6,
1456:20
6
Muhl (3)
moreover (1)
1356:20,25;1366:6
1455:16
multiple (4)
Moriarity (12)
1278:18;1290:3;
1296:22;1299:21;
1365:6;1398:9
1328:20;1371:9;1443:4; muni (11)
1447:9,17;1450:19;
1291:6;1294:15,23,24,
1451:17,24;1452:26;
25;1295:3,7;1390:23;
1455:9
1405:23;1412:24;
Moriarity's (6)
1416:16
1445:18;1447:3,4;
munibond (1)
1448:3,7;1450:21
1351:21
Moriarty (4)
municipal (41)
1432:13,16;1435:4;
1273:15,20;1280:15,
1436:17
17,20,22;1281:3,17;
Moriarty's (1)
1284:2;1285:21;1287:9;
1432:24
1288:3;1289:7;1292:19,
morning (7)
21,22;1296:11;1326:6,7,
1269:3,4,8;1270:11;
16,17;1352:12;1357:6,
1285:15;1380:18;
17;1382:14;1393:11;
1456:21
1398:22;1400:10;

1404:16,18,23;1405:21,
24;1406:4
24;1406:5;1407:14,23; needs (2)

1390:26;1393:10,10,13;

1408:12;1417:14;
1421:13;1422:11,14
municipalities (1)
1326:13
munis (1)
1424:14
must (23)
1273:2;1275:13;
1282:13;1296:15,16;
1301:15;1312:18;

1274:26;1391:19
negative (5)
1307:25;1308:4,7,22;
1316:8
negotiations (1)
1398:4
net (1)
1454:24
nevertheless (1)
1448:11
1325:8;1329:12;1330:9, NEW (116)
23;1334:5;1337:15,17;
1267:2,8,14;1268:6,6,
1338:4;1340:5;1374:15;

1375:19;1376:15;
1421:16;1424:15;
1431:14;1450:9

13,13,18,19,19;1273:15,
15;1276:22;1278:16,19;

1280:2,12;1281:3,9,15,
17;1284:2;1287:3,8,17;
1288:3;1299:26;
N
1301:24;1303:19;
1305:16;1307:3;1309:9,
21;1317:10;1324:3,6;
NA (2)
1327:6;1328:22;1329:6;
1267:5,5
1337:13,14;1338:2,7;
NAIC (7)
1342:20;1347:14;
1329:2,5,7;1363:4,5,
1350:2,21;1356:23;
10;1364:12
1358:25;1359:4;
name (1)
1360:19;1362:21;
1284:14
1364:4,7;1367:22;
named (1)
1372:17;1374:4,4;
1327:18
1392:7;1393:3,11;
namely (1)
1398:14,15;1399:4,17,
1417:3
22;1400:26;1401:15,20,
narrative (1)
22;1402:5,8,12;1403:24;
1312:19
1404:16,18,23;1405:21,
narrow (1)
23;1406:5,25;1407:14;
1274:16
1408:12;1411:10,14,22,
Nassau (2)
23;1412:7;1413:5;
1454:3;1456:14
1415:8;1416:16;
NATIONAL (24)
1417:14,16;1418:20;
1267:16;1290:11,14,
1420:6,8;1421:13,16,18;
16,21;1291:3,4,5,6,14;
1422:6;1424:13;
1293:15;1294:12,21;
1428:14,16;1429:24;
1351:17,20,23,23;
1434:25;1436:17;
1352:25;1362:26;
1451:22;1452:14,17;
1390:23;1391:2;
1453:9,10,24;1454:9,15,
1418:20;1424:21;
24;1456:13
1455:3
newly (2)
NATIXIS (2)
1282:15;1287:22
1267:7,7
news (2)
near (2)
1290:3;1398:7
1306:9,10
newspaper (1)
necessary (1)
1284:9
1312:22
Next (44)
need (14)
1278:3,4;1281:23;
1269:7;1313:17;
1286:3;1287:20;
1336:11;1353:11;
1288:24;1289:24;
1378:18;1387:2;
1290:9;1292:13,13;
1391:13;1404:23;
1297:4;1300:5;1303:21,
1435:20,21,23;1442:15,
22;1304:7;1306:2;
17;1447:22
1307:23,23;1308:25;
needed (8)
1313:13;1324:23;
1273:19;1280:10,20;
1330:20;1338:6;
1281:3;1291:10;1404:2,

NYS Supreme Court Reporters

(19) minds - Next

ABN AMRO v.
DINALLO, MBIA
1341:24;1344:4;
1347:15;1355:16;
1357:15;1358:10;
1359:2;1365:19;
1374:17;1378:4;
1388:18;1396:24;
1401:8;1407:5;1409:25;
1417:17;1441:10;
1445:7;1450:4;1453:20;
1456:17
nice (2)
1269:5;1378:23
NINA (1)
1268:24
Nine (4)
1291:2;1296:2,14;
1454:8
nine-word (1)
1292:5
nobody (1)
1269:21
non (4)
1297:6;1408:2;
1412:3;1416:8
nonadmitted (2)
1433:13,13
none (5)
1272:17;1273:21;
1313:20,24;1318:19
noninsurance (1)
1347:19
nonsense (1)
1337:24
non-US (1)
1421:26
nope (1)
1451:17
note (7)
1306:3;1308:9;
1313:26;1329:8;
1380:26;1381:7;
1382:26
notebook (1)
1379:8
noted (1)
1403:14
noteworthy (1)
1313:25
notice (3)
1273:7;1364:21;
1402:25
notices (1)
1312:17
noting (3)
1319:6;1416:11;
1439:9
notion (11)
1288:20;1305:15;
1333:23;1335:3,8;
1343:13;1414:22;
1426:17;1427:7,24;
1428:8
notwithstanding (1)
Min-U-Script

May 31, 2012


1316:19
novel (1)
1450:11
November (7)
1297:5;1406:7;
1414:7;1420:19,24;
1421:11;1422:19
November/December (1)
1427:12
nugatory (1)
1340:2
nullity (1)
1340:3
number (12)
1294:22;1307:24;
1308:3,6,22;1329:4,16;
1330:7;1372:8;1402:6;
1411:5;1447:10
numbers (14)
1279:6;1280:14;
1315:17;1316:18,18;
1319:17;1321:5,21;

obligation (7)
1282:26;1283:13,17;

1309:2;1368:10,12;
1370:17
1284:4;1365:18;1374:9; officials (1)
1391:8
1276:11
obligations (15)
often (2)
1287:11;1332:14;
1293:7;1438:6
1334:25;1340:14,25;
old (3)
1363:21;1375:24;
1293:13;1294:16;
1431:10;1433:9,15;
1348:23
1453:23;1455:14,22;
omnibus (1)
1456:5,8
1452:15
obscure (1)
once (7)
1450:2
1395:23;1410:11;
observe (2)
1437:22;1445:17;
1269:13,20
1448:16;1450:20;
obstacle (2)
1454:11
1402:2,16
one (94)
obtain (1)
1269:7,10;1272:16;
1312:22
1273:4,12;1277:6;
obviously (20)
1284:8;1285:23;
1271:14;1285:14;
1292:16,18,19;1293:23,
1294:18;1301:15;
26;1294:3;1297:2;
1322:6,8,9,10,12;1323:2
1306:23;1309:17;
1300:2,2;1303:15,17,18;
numerous (1)
1318:16;1353:24;
1304:9,15;1306:20;
1439:5
1355:6;1366:8;1372:2;
1307:3,4;1309:8;1310:2,
NY (1)
1377:20;1390:4;
3,4,6,6;1314:5;1317:25;
1379:20
1403:10;1416:14;
1322:19;1324:20;
NYID (3)
1417:14;1430:15;
1325:3;1326:2,20;
1276:11;1329:2;
1435:21;1444:23;
1330:6;1331:11,17;
1416:3
1447:7
1333:5;1335:17;
occupancy (3)
1336:23;1338:10,11;
1312:9,23,26
1339:22;1340:18;
O
occur (2)
1341:9;1342:21;1343:9;
1294:17;1331:3
1352:7;1354:18,18;
oath (1)
occurred (2)
1355:16,20;1356:19;
1383:11
1279:10;1361:21
1357:12,15,23;1358:10;
Object (15)
o'clock (2)
1359:18;1366:6;
1308:14,20;1318:23;
1378:24;1456:21
1367:21;1368:26;
1337:7;1338:21;
O'Connell (2)
1385:3;1389:18;1398:4,
1354:16;1399:6,10;
1376:23;1379:19
18;1401:13,18;1406:18;
1406:9;1412:9;1416:19,
October (13)
1407:26;1408:9;
20;1417:5;1438:26;
1362:5,7;1367:4;
1413:24;1415:7;
1443:21
1412:21;1413:22;
1416:17;1419:24;
objecting (3)
1414:10,13,15,24;
1422:25;1424:8;
1365:11;1403:12;
1415:15,21;1416:10;
1425:26;1426:22;
1412:9
1417:7
1431:2;1434:23,26;
objection (21)
off (4)
1437:22;1445:3,9;
1308:10,17;1319:6;
1282:3;1301:13;
1447:19,24;1450:4;
1353:26;1354:2;1358:3,
1404:14;1413:8
1451:20;1455:15;
5;1359:8;1388:5;
offer (2)
1456:2
1392:11;1394:22,24;
1285:25;1416:8
ones (3)
1395:19,20;1396:3;
offered (1)
1315:22;1320:25;
1400:15;1403:14;
1445:25
1419:5
1414:12;1416:15;
offering (7)
only (35)
1419:24;1439:9
1401:3,4,4,8,26;
1276:23;1287:9;
objectionable (1)
1402:15;1405:13
1288:3;1294:14;
1393:20
Office (9)
1310:23;1318:2;
objections (2)
1349:26;1368:24;
1329:18;1331:2;
1419:20;1452:16
1369:25;1376:26;
1333:21,21;1336:4;
objective (8)
1379:20;1380:10;
1339:13;1342:22;
1298:17;1346:3;
1453:8;1456:12,12
1360:10;1366:10;
1361:10;1383:12;
OFFICIAL (6)
1368:17,17;1370:11;
1429:16;1443:6,6;
1268:25;1308:26;
1372:24;1375:15,16;
1449:16
NYS Supreme Court Reporters

1380:21;1388:8,11,12;
1389:9;1391:2,16;
1394:23;1395:10,10;
1404:4;1434:7;1449:11;
1451:3
oops (2)
1375:9,10
opened (1)
1279:26
operating (1)
1398:23
operations (2)
1283:14;1284:5
opinion (7)
1349:26;1372:20;
1440:20;1442:19,22,26;
1445:25
opinions (3)
1299:6;1363:20;
1446:7
opportunities (1)
1401:14
opportunity (4)
1347:19;1363:23;
1364:21;1419:22
opposed (13)
1305:19;1313:4,5;
1343:4;1363:26;
1381:11;1391:24;
1404:24;1417:15;
1418:19,19,21,23
opposing (1)
1382:21
opposite (1)
1282:4
opposition (1)
1281:13
opted (1)
1305:11
option (1)
1404:20
oral (1)
1378:16
oranges (1)
1407:9
order (7)
1368:2,3,4,4,10;
1377:5;1437:8
ordered (2)
1302:8;1304:13
ordering (1)
1279:17
organization (1)
1438:4
oriented (1)
1329:14
original (10)
1284:3;1287:7,19;
1366:12;1374:19,23;
1375:6;1391:3;1421:21;
1425:26
originally (1)
1405:18

(20) nice - originally

ABN AMRO v.
DINALLO, MBIA
others (1)
1413:19
otherwise (3)
1269:18;1283:13;
1451:15
ought (2)
1402:25,25
ours (1)
1310:3
ourselves (1)
1430:22
out (63)
1271:19;1279:4,7;
1283:2;1287:24,25;
1290:14,22,24;1291:18;
1293:9,12;1296:6,7,13,
15;1297:2;1302:18;
1314:21;1316:8;
1321:19;1330:14;
1332:10;1342:7,13;
1345:6;1346:17;1348:5;
1352:19;1353:7;
1360:21;1361:17;
1363:10;1364:25;
1371:8;1375:17,17,20;
1377:10;1381:24;
1391:5,11,13;1394:9;
1395:17;1397:18;
1400:25;1403:2,3;
1405:7;1407:11;
1409:21,23;1411:5;
1421:10;1428:13,17;
1434:2;1437:9;1444:5;
1450:19,24;1454:7
outcome (1)
1448:13
outdated (1)
1305:25
outline (1)
1390:18
outlined (1)
1312:19
outset (2)
1277:22;1390:14
outside (18)
1296:6,7,13,15;
1302:17;1335:24;
1336:12;1348:4;
1352:19;1355:7;
1357:26;1373:17;
1374:26;1377:21;
1395:17;1398:17;
1421:25;1422:4
outstanding (9)
1332:14,20;1431:9,
24;1448:24;1453:23,26;
1455:13,17
over (30)
1272:10;1276:4;
1297:12;1298:25;
1318:15;1332:16,18;
1341:24;1343:22;
1346:9;1351:17;1356:2;
Min-U-Script

May 31, 2012


1360:8;1361:5;1362:14, pages (2)
26;1366:19,20;1373:22;
1339:18;1450:22
1386:16;1389:8;1418:9; paid (15)

1427:11;1428:24;
1431:19;1435:25;
1442:6,22;1450:23;
1456:4
overall (1)
1295:9
overlooked (1)
1450:14
oversaw (1)
1285:24
oversight (1)
1363:7
overturn (2)
1306:25;1360:24
owed (2)
1332:21;1431:26
own (32)
1274:13,23;1278:21;
1287:25;1289:11,12;

1291:5,7;1320:11;
1322:26;1335:4,9,22;
1351:20,23;1352:11;
1362:12,23;1424:21;
1440:9,13
pain (1)
1429:20
painstaking (1)
1276:25
panic (3)
1304:20,25,25
paper (2)
1363:11;1386:12
papers (4)
1269:19;1271:15;
1312:22;1350:14
paragraph (17)
1281:22;1287:20;
1298:10;1306:11;
1292:11,17;1296:24,25;
1313:11;1371:2,7;
1307:8;1310:22;
1415:2;1430:8;1447:3,
1314:23;1322:12;
17;1448:3;1454:8,17,19,
1337:5,8;1341:10,11,23;
20;1455:11
1351:20,22;1354:19;
paragraphs (2)
1356:2;1362:18;
1306:3;1446:10
1364:10;1382:18;
paraphrasing (2)
1384:23;1393:9;
1339:9;1354:7
1399:20;1404:18;
parent (1)
1410:26;1416:15
1328:16
owned (1)
PARIBAS (1)
1403:24
1267:4
owner (7)
part (23)
1282:12;1289:4;
1276:18;1294:18;
1311:16;1312:11,14,25;
1313:18;1329:25;
1404:5
1337:18;1338:5;
owners (5)
1345:24;1351:19;
1303:8;1312:22;
1352:20;1375:20;
1326:20;1401:12;
1382:11;1390:17;
1403:22
1393:24;1398:24;
ownership (1)
1411:21;1415:17;
1404:3
1430:12;1431:3,4;
owns (2)
1447:5;1451:2;1455:3,3
1290:2;1295:11
participation (2)
1363:23,25
particular (10)
P
1313:24;1348:11;
1349:6;1354:26,26;
page (33)
1358:15,17;1368:11;
1286:3;1288:12;
1369:13;1380:7
1290:9;1300:5;1307:23;
particularly (4)
1308:5;1311:24,25;
1313:15;1357:2;
1312:4;1313:11,19;
1379:19;1409:5
1324:23;1329:18;
parties (6)
1334:11;1335:17;
1294:6,19;1366:16;
1338:11;1344:4;
1398:5;1432:4,12
1365:19;1396:24;
partner (1)
1409:11;1414:9;
1270:16
1417:17;1437:5;
parts (5)
1441:10;1443:12;
1299:12;1332:11;
1444:4;1445:7;1446:18;
1337:15;1377:18;
1453:7,12,20,20,21

1430:24
party (2)
1301:3;1331:22
pass (6)
1281:18;1282:9;
1325:5;1377:23;1443:5,

7
passage (1)
1353:8
passed (2)
1272:22;1298:15
passing (1)
1352:22
past (2)
1386:16;1387:2
Pastore (1)
1285:8
Patterson (1)
1383:26
Paulsen (1)
1361:26
pay (29)
1273:19;1280:11,20;
1281:3,19;1287:10;
1293:3;1322:2,3;
1328:17;1332:14;
1336:13,19;1340:17;
1341:24;1346:10;
1369:20;1375:19;
1404:24;1408:11;
1424:15;1431:9;1440:3,

15,25;1446:5;1448:24;
1453:23;1455:13
paying (6)
1293:8,11;1332:21;
1411:20;1413:4;
1431:26
payment (2)
1340:25;1455:22
penalized (1)
1411:8
penalty (2)
1384:15,21
pending (2)
1322:5;1323:22
pension (1)
1438:3
people (27)
1274:2;1276:20;
1278:3,5;1285:8;
1289:6;1292:14,16;
1293:18,19;1303:23;
1304:17;1305:7,8;
1321:20;1332:17;
1355:24;1360:2;
1361:13;1370:25;
1400:5;1408:7;1424:7,
8;1427:4,12;1438:8
per (5)
1291:23;1293:17,21;
1294:4,15
percent (7)
1287:26;1288:2;

NYS Supreme Court Reporters

1289:4;1295:11;
1375:17;1403:24;
1428:22
Perello (1)
1364:19
perfectly (1)
1328:13
performed (1)
1313:2
period (7)
1276:4;1283:20;
1312:16;1406:22;
1413:21;1432:8;1455:2
perjury (2)
1384:16,21
permissibility (1)
1449:12
permission (2)
1368:2,4
permit (1)
1369:6
permits (2)
1303:20;1376:26
permitted (2)
1292:4;1359:23
person (10)
1283:9;1285:5;
1340:18;1370:6,6,7;
1413:2,6;1420:23;
1426:24
personally (2)
1304:18;1436:9
personnel (1)
1439:23
perspective (2)
1287:14;1403:25
pessimistic (2)
1304:19;1305:11
petition (2)
1376:22;1455:19
Petitioner (2)
1374:26;1427:7
Petitioners (8)
1268:5;1269:24;
1273:7,14;1356:14;
1390:16;1430:8;
1450:17
Petitioner's (2)
1369:11;1412:12
Petitioners-Giuffra (92)
1269:1;1270:1;
1271:1;1272:1;1273:1;
1274:1;1275:1;1276:1;
1277:1;1278:1;1279:1;
1280:1;1281:1;1282:1;
1283:1;1284:1;1285:1;
1286:1;1301:1;1302:1;
1303:1;1304:1;1305:1;
1306:1;1307:1;1308:1;
1309:1;1310:1;1311:1;
1312:1;1313:1;1314:1;
1315:1;1316:1;1317:1;
1318:1;1319:1;1320:1;

(21) others - Petitioners-Giuffra

ABN AMRO v.
DINALLO, MBIA
1321:1;1322:1;1323:1;
1324:1;1345:1;1346:1;
1347:1;1348:1;1349:1;
1350:1;1351:1;1352:1;
1353:1;1354:1;1355:1;
1356:1;1357:1;1358:1;
1359:1;1360:1;1361:1;
1362:1;1363:1;1364:1;
1365:1;1379:1;1380:1;
1381:1;1382:1;1383:1;
1384:1;1385:1;1386:1;
1387:1;1388:1;1389:1;
1390:1;1391:1;1392:1;
1393:1;1394:1;1395:1;
1396:1;1418:1;1419:1;
1420:1;1421:1;1422:1;
1423:1;1424:1;1425:1;
1426:1;1427:1;1428:1
Petitioners-Steinberg (13)
1429:1;1430:1;
1431:1;1432:1;1433:1;
1434:1;1435:1;1436:1;
1437:1;1438:1;1439:1;
1440:1;1441:1
ph (1)
1449:26
phoenix (1)
1453:4
phone (1)
1367:22
Pick (1)
1294:22
picture (2)
1277:9;1288:14
pieces (1)
1293:6
pierce (1)
1294:19
Pincus (7)
1287:23,24;1289:4;
1290:8,9;1295:18;
1397:26
pinpoint (1)
1452:3
Pitaki (1)
1356:16
pitched (1)
1416:3
place (14)
1293:25,26;1295:12;
1301:12;1331:10,15,17;
1332:19;1333:2;1345:5,
8,15;1346:7;1348:7
placed (2)
1291:18;1412:26
places (2)
1302:10;1355:13
plain (5)
1331:20;1446:15;
1449:22,25;1450:7
plan (37)
1270:16;1273:14,17;
1287:19;1291:16;
Min-U-Script

May 31, 2012


1292:26;1328:6;
1319:15;1383:21,21;
1392:23,26;1396:8,17;
1434:16;1441:7
1398:3,6;1408:7,8,9;
policies (6)
1410:25,26;1411:4,26;
1279:5,8;1322:2;
1413:11;1414:6;
1347:13;1399:18;
1415:24;1416:5,6,12,17;
1424:24
1417:11;1418:4,10,19, policy (11)
19,21;1424:9;1443:25;
1279:5;1312:21;
1447:5;1455:21
1355:22;1356:2;
planned (1)
1357:21;1359:6;
1282:2
1361:10;1396:9;
plans (3)
1424:12;1456:5,8
1273:12;1412:13;
policyholder (12)
1418:15
1273:19;1292:6;
play (1)
1308:3,4;1323:21;
1365:9
1328:24;1357:3;
played (1)
1362:20;1391:23;
1435:12
1422:8;1433:9,15
playing (2)
policyholders (92)
1335:11;1429:14
1271:24;1272:4;
PLC (1)
1273:22;1277:15,23;
1267:9
1278:12,20,24;1279:22,
pleading (2)
25;1280:9;1281:19;
1372:9,11
1282:3,14,19;1288:18,
please (4)
21;1289:8;1290:15,25;
1308:17;1329:9;
1291:19,26;1292:10;
1358:13;1451:16
1293:14;1302:15,20,26;
plenary (1)
1303:11,19;1304:9;
1419:25
1324:16;1326:12,18,20,
plenty (1)
26;1327:8,12;1328:2,16;
1370:25
1331:5,18;1332:4;
pocket (1)
1333:12;1335:3,8,20,21;
1416:24
1338:26;1339:6;
point (87)
1340:12;1341:8;1347:8,
1281:23;1282:7;
12;1350:23;1357:7,13,
1314:4,15;1316:11,26;
20;1358:8,26;1363:21,
1318:9;1319:15;
23;1364:6;1366:22;
1320:14;1321:19;
1378:11;1380:25;
1325:12;1326:8,9;
1381:6;1391:6,8,10,22,
1330:25;1334:16;
25;1392:3;1393:7,13,18,
1337:21;1339:13,15,22,
21;1394:8,12;1395:13;
23;1342:20;1347:4,7;
1396:8,13,21;1397:17;
1349:6,11,16;1353:10,
1404:25;1408:10;
16;1354:9,24;1356:8,21;
1411:3;1414:2;1416:18;
1359:19;1362:13;
1421:17;1422:10,16,22
1365:10;1371:8,15;
policyholders' (3)
1373:2;1375:8;1377:9,
1293:3;1333:17;
15;1378:13,17;1381:10;
1393:12
1385:13,19;1386:5,11, Poors (2)
14,18,20,25,26;1388:3;
1411:16,18
1389:4,13,17;1390:3,22; popular (1)
1392:16;1393:7;1394:6;
1277:20
1402:3;1404:10;
portfolio (1)
1406:18;1407:10,19;
1445:23
1408:6;1409:10;
portfolios (1)
1410:19,24;1411:12;
1445:4
1412:5;1415:14;1416:9, portion (1)
10;1418:13,17;1419:21;
1442:23
1422:24;1426:13;
portions (2)
1427:23;1439:19;
1271:7;1328:26
1442:26;1445:19;
position (32)
1446:8;1447:8
1276:15;1290:2;
points (5)
1311:22;1335:3,21;

1444:5
prepared (1)
1383:3
1373:7,11;1374:8,16,17; preposterous (1)
1376:6;1377:3;1385:3;
1427:8
1386:8;1387:18;1390:5; prerequisite (1)
1393:21;1396:6;
1415:12
1403:26;1416:26;
present (2)
1423:15;1432:21;
1312:13;1331:4
1437:11;1442:9
presentation (11)
positions (3)
1277:11;1306:17;
1387:12,13;1419:16
1360:13;1362:25;
positive (4)
1365:17;1399:15,16;
1307:24;1308:3,7,22
1417:8,9;1443:14;
possible (8)
1446:6
1282:17;1312:25;
presentations (3)
1337:17;1338:4,10;
1270:22;1277:6;
1394:19;1413:9;
1410:8
1444:10
presented (1)
possibly (1)
1356:18
1400:8
presenting (1)
post (4)
1277:9
1297:7;1298:7;
President (1)
1317:11;1430:10
1398:2
potential (2)
press (19)
1394:2;1413:8
1381:24,25;1382:16;
potentially (1)
1383:20,24;1387:26;
1434:10
1388:16;1391:5,12;
power (4)
1400:24;1405:6,7;
1357:6;1358:2,14,18
1428:13,17;1434:15;
powers (5)
1439:5;1441:2,3,5
1282:22;1353:25;
pressed (1)
1355:5;1359:5,13
1388:4
PR (2)
pressing (1)
1285:5;1429:8
1386:6
practice (3)
presumably (1)
1336:6;1450:5,15
1385:20
practices (4)
pretty (6)
1356:5;1363:6,13;
1342:8;1379:9;
1364:13
1412:22;1422:7;
pre (1)
1424:12;1425:2
1366:13
prevent (2)
preceded (1)
1294:24;1447:10
1451:24
previous (1)
precedents (2)
1332:25
1352:2;1381:15
previously (3)
preceding (1)
1356:5;1368:14;
1305:12
1415:16
preclude (1)
price (4)
1350:5
1416:9;1428:22;
precluded (1)
1443:17,18
1415:8
pricing (1)
precludes (1)
1295:8
1369:14
primarily (1)
predecessor (1)
1357:19
1451:10
primary (8)
preferred (1)
1326:25;1327:7,7,11;
1414:19
1329:11,26;1331:6;
preliminary (3)
1354:13
1315:2,2,4
principal (2)
premiums (1)
1350:4;1415:9
1424:15
principle (8)
prepare (1)
1272:26;1303:3,9;

NYS Supreme Court Reporters

1336:17,21;1337:10;
1339:4,25;1342:5;
1350:18;1370:10;

(22) Petitioners-Steinberg - principle

ABN AMRO v.
DINALLO, MBIA
1337:21;1338:3;1340:4;
1410:9;1433:12
principles (2)
1356:6;1433:11
prior (4)
1291:9;1327:19;
1414:10,16
prioritize (1)
1320:25
priority (1)
1398:26
Private (9)
1287:23;1336:6;
1372:10;1408:8,9;
1414:5;1415:23;1419:9;
1451:16
privately (3)
1393:22;1396:9;
1404:19
proactively (1)
1329:12
probably (5)
1270:17;1285:11;
1342:2;1419:20;1425:3
problem (10)
1269:22;1270:2,4;
1284:24;1336:16;
1360:6;1377:12;
1396:13;1426:11;
1437:20
problems (2)
1312:12;1448:12
proceed (1)
1449:5
proceeding (7)
1269:13;1333:20;
1382:5;1383:14,18;
1414:14;1419:26
proceedings (93)
1269:14,21;1287:1;
1288:1;1289:1;1290:1;
1291:1;1292:1;1293:1;
1294:1;1295:1;1296:1;
1297:1;1298:1;1299:1;
1300:1;1325:1;1326:1;
1327:1;1328:1;1329:1;
1330:1;1331:1;1332:1;
1333:1;1334:1;1335:1;
1336:1;1337:1;1338:1;
1339:1;1340:1;1341:1;
1342:1;1343:1;1344:1;
1366:1;1367:1;1368:1;
1369:1;1370:1;1371:1;
1372:1;1373:1;1374:1;
1375:1;1376:1;1377:1;
1378:1;1397:1;1398:1;
1399:1;1400:1;1401:1;
1402:1;1403:1;1404:1;
1405:1;1406:1;1407:1;
1408:1;1409:1;1410:1;
1411:1,9;1412:1;
1413:1;1414:1;1415:1;
1416:1;1417:1,8;

Min-U-Script

May 31, 2012


1442:1;1443:1;1444:1;
1445:1;1446:1;1447:1,
19,23;1448:1,4,9;
1449:1,8;1450:1;
1451:1;1452:1;1453:1;
1454:1,12;1455:1;
1456:1
proceeds (3)
1401:3,7;1405:13
process (7)
1276:18;1304:12;
1312:19;1321:2;
1363:24;1421:13;
1435:26
produced (1)
1426:8
production (1)
1279:17
products (1)
1315:24
Professor (2)
1364:10;1445:24
profits (4)
1281:17;1350:22;
1390:23;1391:2
program (2)
1362:6,14
prohibited (1)
1359:22
pro-insurance (1)
1422:7
prominent (1)
1351:3
promised (1)
1313:3
promote (8)
1326:12;1329:21;
1356:22;1357:6,9;
1358:19;1361:8;
1413:20
promoted (2)
1358:16,17
promoting (1)
1326:4
prong (3)
1432:16;1442:20;
1451:8
prongs (4)
1429:16;1432:3,4,13
proof (3)
1289:9,16;1369:11
properly (1)
1312:7
property (2)
1330:12;1421:7
proportion (1)
1404:2
proposal (14)
1281:14;1346:21;
1390:20;1391:3;
1393:19;1394:13;
1397:4,15;1415:3,5,6,
10,15;1417:3

proposed (6)
1345:23;1346:23;
1361:26;1362:3;
1411:23;1452:16
proposition (2)
1314:8;1450:11
protect (15)
1272:4;1278:23;

PUBLIC (39)
1267:16;1277:25;
1287:24;1288:5;1289:6;
1291:25;1292:2;1326:5;

1329:20;1353:23;
1354:2,10,11,25;1355:2,

11,12;1357:21;1392:5,
15,25;1393:19;1399:17,
22;1401:20;1402:5;

1279:2;1326:25;1327:8,

11;1328:2;1329:11;
1330:2;1331:18;
1357:20;1358:7;
1391:22;1392:2;
1408:11
protected (2)
1291:2;1328:18
protecting (3)
1271:24;1278:20;
1329:20
protection (7)
1278:11;1282:26;
1324:3;1327:16;1347:8;

1364:24;1438:7
protections (2)
1324:15;1328:24
provide (12)
1312:21;1318:21;
1346:25;1347:7,9,10;
1363:20;1364:21;
1370:17;1376:15;
1377:26;1400:9
provided (8)
1298:8,12;1351:10;
1383:9;1386:7;1401:25;

1402:13;1430:11
provides (1)
1445:22
providing (5)
1288:14;1311:20;
1401:22;1402:11;
1450:14
provision (42)
1273:3;1298:24;
1330:8,17,17,21,22;
1331:10,13;1332:5,6,8,
26;1333:5,6,8,14,24;
1336:23,24,25,26;
1338:17;1340:5;1342:9;
1343:6;1345:5;1348:11,

16;1349:24;1367:8,25;
1369:18;1380:17;
1396:16,22;1449:6;
1451:2,3;1453:22;
1454:10;1455:2
provisions (17)
1272:7;1278:18;
1325:26;1333:3;1334:4;
1335:14;1338:12;
1339:23;1340:2,19;
1341:10;1343:16;
1355:4;1370:11;
1386:21;1430:21;
1450:7

1405:6,6,13;1407:12,26;
1408:6;1410:25;1412:2;
1413:5;1423:14;1428:9,

11;1451:13
publically (2)
1412:13;1413:11
publicly (15)
1273:12;1316:7;
1364:2;1391:15;1396:7;

1397:7;1402:3;1406:2;
1412:15;1416:17;
1419:7;1422:12;
1423:18;1424:18;
1426:15
pull (3)
1290:9;1425:7;
1435:15
pundits (1)
1303:15
purchaser (1)
1278:25
pure (1)
1342:22
purely (1)
1451:11
purports (1)
1375:23
purpose (7)
1273:5;1276:19;
1304:26;1319:22;
1320:4;1385:4;1410:16
purposefully (1)
1321:5
purposes (5)
1318:25,26;1348:13;
1370:14;1449:11
pursuant (5)
1331:25;1361:2;
1362:16;1449:6;
1452:18
pursue (2)
1392:8;1401:13
push (1)
1317:2
pushes (2)
1314:19,20
pushing (1)
1439:17
put (180)
1269:7;1271:9,18;
1272:16,16,17;1273:15;
1274:11,12,23;1275:20;
1276:21;1279:6;1280:8;
1281:7,20;1283:2,17;

NYS Supreme Court Reporters

1284:23,23,24,24;
1288:12;1289:23,24,24;
1290:21,24;1293:25,26;

1294:11;1296:21;
1297:4,11,19;1298:2;
1299:9;1301:9;1302:12,
15,25;1303:18;1306:14;

1307:14,15;1308:25;
1317:8,9;1320:9,12;
1326:26;1327:2,13,22;
1328:21;1329:4,4,16;
1330:5,6,7,20;1331:8,
10,15,17;1332:5,18,24;
1333:2,19;1334:6;
1337:2;1339:14;1340:9;

1341:26;1343:20;
1345:5,8,10,14,21,26;
1346:15;1347:17;
1348:6,7,18;1349:19,25;

1350:13;1351:3;
1355:10,21;1356:12,20;
1357:4;1358:4;1359:18;

1361:15;1363:3,10;
1365:4;1367:12,18;
1368:13;1372:8;1374:4;

1375:14;1376:22;
1381:18,24;1382:18,24;
1385:5;1386:11;1387:5,
12,15;1388:3,18;1389:9,
10;1390:3,19;1391:5,11,

12,13;1393:5,5,24;
1394:14,19;1396:10;
1397:3;1398:18;
1399:14;1400:2,8;
1401:9;1402:18,20;
1403:16,18;1404:26;
1405:7,23,26;1406:10,
13,19,26;1409:7,11;
1412:17;1414:8,26;
1415:16;1418:26;
1419:7,9;1420:11,13;
1421:21;1423:6,24,25;
1425:5;1426:20;1428:8,

13,17;1430:5;1434:25;
1437:24;1440:6;1442:4,

17;1453:6
put-back (4)
1323:9,13,22;1324:4
puts (1)
1398:15
putting (10)
1296:3;1386:11;
1400:21;1401:6;1404:9;

1405:8,9;1406:3;
1410:19;1420:5
PX (16)
1327:19,20,20,20,24;
1367:13,15;1397:22;
1400:24;1402:5;
1403:16,20;1404:26;
1415:26;1435:15;
1443:8
pyramid (2)
(23) principles - pyramid

ABN AMRO v.
DINALLO, MBIA
1295:15,16

Q
Q4 (1)
1436:2
qua (1)
1297:6
quantified (2)
1345:19;1404:22
quarter (4)
1316:20;1317:17;
1328:4;1405:11
quasi (1)
1291:12
quickly (2)
1367:12;1439:22
quite (15)
1274:22;1283:9,12;
1295:8;1326:23;
1336:15;1337:13,26;
1343:2;1355:11;
1357:24;1364:23;
1365:17;1374:25;
1454:5
quote (51)
1284:15,17;1311:15;
1334:26;1340:24;
1341:12;1355:26;
1368:10;1369:4;
1371:23,25;1372:4,5,7,
11,13,17;1375:23,25;
1383:11;1393:26;
1396:15,19;1397:15;
1398:10,21;1400:7;
1401:21;1402:2;
1403:21,23;1404:14;
1405:10;1408:21;
1411:7,22,24,25;
1412:22;1413:7,22,25;
1414:16;1416:2;
1421:18,24;1422:9,23,
23;1424:11;1451:25
quoted (2)
1290:3;1358:6
quoting (1)
1437:5

R
Rachmani (1)
1309:25
raid (1)
1353:3
RAIFFEISEN-BOERENLEENBANK (1)

1267:8
raised (8)
1271:16;1347:26,26;
1393:11;1401:26;
1402:14;1410:10,16
raising (2)
1359:19;1407:12
Ram (1)
Min-U-Script

May 31, 2012


1405:2
ran (2)
1316:23;1342:12
rated (2)
1398:25;1404:16
rather (2)
1364:14;1405:21
rating (11)
1394:4,7,10;1401:18;
1403:25;1410:10,11,20;

1412:4;1415:7,11
ratings (6)
1282:16;1392:4;
1400:9;1405:15,20;
1406:20
rational (1)
1275:16
rationale (1)
1369:7
rationality (1)
1369:15
razzle (2)
1289:10;1297:13
razzle-dazzle (1)
1270:25
reach (3)
1290:14,25;1291:18
reached (1)
1438:22
reaction (3)
1288:20,22;1415:6
read (42)
1269:19;1285:11;
1287:20;1306:2;
1308:10,12,16;1310:13;

1311:7,25;1313:10;
1315:13;1328:5,9,11;
1342:16;1346:14;
1353:19;1360:17;
1370:10;1378:4;
1393:24,26;1395:3,6,7,
8,11;1397:11;1399:6;
1401:12;1402:25,25;
1409:25;1411:21;
1424:5;1425:8;1427:10;

1428:3;1435:3,4;
1453:16
readily (1)
1347:23
reading (8)
1287:21;1342:22;
1359:9,10;1367:19,24;
1399:10;1400:16
reads (1)
1295:16
real (10)
1288:12;1296:4;
1297:18;1299:14;
1302:10;1318:13;
1339:18;1363:26;
1407:18;1435:6
really (16)
1314:14;1326:19;

1372:23;1373:3,4;
1377:14;1389:12;
1400:18,18;1404:2;
1419:25;1429:9;

reconsideration (1)
1423:11
record (64)
1269:7,23;1276:3;
1430:25;1436:7;1437:2;
1308:11;1315:16,19;
1439:21
1319:2,4,8,9,10,16,18,
reapply (1)
21,22;1320:2,5,15;
1314:12
1321:12;1337:9;1373:8,
reason (11)
10,12,15,17;1374:18,19,
1306:25;1328:23;
24;1375:2,7,9;1382:18,
1334:21;1345:14;
23;1383:5,8,12,16,24,
1350:4;1377:22;1388:8;
25;1384:4,10,14,24;
1393:14;1415:17;
1385:4,15,18,23;1386:9,
1418:21,24
23;1387:9;1389:20,24,
reasonable (14)
26;1403:3;1410:7;
1309:18;1330:23,24;
1412:10;1417:9;
1331:3;1335:6;1336:18;
1427:25;1434:12,20;
1340:15;1341:2;1351:9,
1439:2,10;1446:25;
10;1377:25;1378:3,11;
1452:23
1436:6
records (1)
reasoning (1)
1403:11
1370:4
recourse (1)
reasons (4)
1287:14
1272:23;1374:5;
red (1)
1375:11;1380:9
1275:9
rebuttal (3)
redact (1)
1270:9;1319:26;
1304:4
1390:8
redacted (6)
recall (8)
1303:24;1304:8;
1307:22;1308:18;
1306:12;1425:10,15,19
1329:21;1361:25;
redaction (1)
1365:2;1382:15;
1304:5
1408:21;1409:12
redefine (1)
receipts (1)
1449:14
1351:11
redemption (8)
received (2)
1330:26;1334:22;
1401:21;1402:10
1338:17;1340:15,26;
receiving (1)
1350:19;1377:24,25
1415:13
redemptions (1)
recent (3)
1331:2
1287:25;1353:13;
reestablished (1)
1405:13
1435:2
recently (4)
reexposure (1)
1338:18;1366:18;
1290:16
1451:3,7
refer (4)
Recess (4)
1370:19;1371:3;
1325:22;1378:26;
1372:6;1446:10
1429:5;1456:25
reference (4)
recession (1)
1349:7;1440:13;
1302:22
1452:6;1454:8
recitation (1)
references (3)
1342:7
1376:25;1442:23;
recited (1)
1454:17
1376:21
referring (3)
recognize (1)
1348:12;1361:21;
1329:13
1451:15
recognized (3)
refers (2)
1312:20;1326:24;
1431:16;1453:24
1433:17
reflect (1)
recognizing (2)
1454:23
1340:19;1444:26
reflected (4)
recommendations (1)
1278:17;1316:9;
1363:12
1351:12;1395:15

NYS Supreme Court Reporters

reflecting (1)
1396:2
reflection (1)
1456:6
reflects (1)
1387:16
refuse (2)
1281:18;1388:8
refused (1)
1414:5
regarding (5)
1398:7,8;1420:26;
1421:25;1422:3
regardless (1)
1312:23
regards (1)
1430:2
regular (5)
1332:15;1431:10;
1448:25;1453:25;
1455:14
regulate (1)
1421:26
regulating (1)
1349:22
regulation (19)
1329:15,26;1331:7;
1341:11;1343:3,4,22;
1346:4;1348:26;
1349:24;1354:14;
1356:7;1359:24;1360:6,

8;1368:8,9;1384:6;
1422:8
regulations (1)
1355:12
regulator (7)
1290:23;1292:3;
1302:25;1327:6;
1328:22;1363:19;
1366:15
regulators (8)
1285:24;1360:23;
1361:3,20;1366:9,22;
1401:18;1422:10
regulator's (1)
1329:26
regulatory (5)
1287:13;1304:19;
1363:7,14;1446:20
rehabilitation (7)
1447:18,22;1448:4,8;
1449:8;1452:13;
1455:21
rehashing (1)
1446:8
Reibenhausen (1)
1331:15
reinsurance (42)
1290:16;1291:12;
1298:15,22;1299:21,25;

1300:3;1301:4;1334:9;
1337:6;1340:10;1341:6;

1351:24;1352:9,12;
(24) Q4 - reinsurance

ABN AMRO v.
DINALLO, MBIA
1380:22;1381:4,13;
1397:6;1424:22,22;
1432:16;1443:2,2,8,15;
1444:11,12,15,19,21;
1445:14;1446:14,17;
1447:25;1448:2,26;
1449:17;1451:2;
1453:21;1456:5,7
reinsure (14)
1291:3,6;1299:23;
1332:19;1351:21;
1431:24;1443:16;
1445:10,23,26;1453:26;
1454:21;1455:17;
1456:4
reintroduce (1)
1427:26
reinvigorate (1)
1357:16
rejected (3)
1343:11,12,12
related (2)
1288:4;1301:8
relating (1)
1348:15
relationship (1)
1347:24
relative (1)
1295:9
relatively (2)
1312:11;1372:20
release (19)
1381:24,25;1382:16;
1383:20,24;1387:26;
1391:5,12;1400:25;
1405:3,6,7;1428:13,17;
1434:15;1439:5;1441:2,
3,5
relevance (1)
1373:5
relevant (8)
1313:18;1322:23;
1323:12;1325:26;
1338:13;1420:10;
1430:2;1445:22
reliance (2)
1382:15;1383:19
relied (6)
1275:7;1276:12;
1366:18;1382:25;
1387:9;1432:15
rely (8)
1274:19;1277:2;
1298:21;1314:6;
1322:12;1323:4;
1342:24;1374:22
relying (8)
1322:6,8,8,10;1323:2;
1385:17;1389:14,25
remains (2)
1394:2;1449:13
remarkable (1)
1455:24
Min-U-Script

May 31, 2012


remember (7)
1342:2;1395:6;
1408:17,18;1409:19;
1410:7,8
remind (2)
1342:14;1379:26
reminded (1)
1443:3
reminds (1)
1404:14
remove (1)
1271:7
Removed (1)
1271:13
removing (1)
1415:9
render (2)
1340:2;1448:15
renovations (2)
1312:25;1313:3
reorganization (1)
1291:12
reorient (1)
1430:22
repeal (1)
1338:7
repeatedly (4)
1278:12;1306:16,22;
1326:24
replaced (1)
1454:14
reply (4)
1314:3;1403:22;
1446:12;1452:15
report (16)
1272:2;1315:14;

1340:26;1420:16,17;
1423:7
requests (1)
1367:6
require (5)
1270:19;1273:26;
1439:19;1446:19;
1450:8
required (23)
1276:17;1301:24;
1312:16,25;1313:21;

Respondents (25)
1268:12;1270:2,26;

retire (1)
1407:6
1271:4,6,10,23;1272:10, retirement (1)
16;1273:6,23;1278:19;
1438:3
1330:6;1358:13;
retiring (1)
1362:14,26;1381:8;
1407:8
1383:20;1432:14;
Reuter (1)
1434:22,22;1436:21;
1384:6
1440:22;1446:6,14
revealing (2)
respondents' (4)
1270:26;1385:19
1270:22;1272:18;
revenue (1)
1315:6;1332:16;1367:8,
1274:5;1277:11
1288:6
20;1380:8;1384:23;
Respondent's (2)
review (23)
1386:2;1401:17;
1297:21;1336:16
1273:24;1274:25;
1404:15;1430:13;
responding (1)
1276:23;1296:24,26;
1431:18;1433:25;
1427:10
1297:3,23;1304:24;
1434:19;1438:4;1440:3; response (3)
1309:7;1325:9;1336:12;
1442:5,21;1443:18
1292:6;1369:24;
1364:15;1366:17;
requirements (1)
1452:15
1368:25;1369:8,15;
1341:4
responses (1)
1370:7,16;1374:26;
requires (3)
1304:20
1382:25;1383:10;
1341:6;1380:18;
responsibilities (1)
1444:22;1445:6
1404:4
1293:23
reviewed (3)
requiring (2)
responsibility (2)
1315:23;1375:13;
1271:17;1350:9
1330:2;1363:14
1414:23
requisite (1)
rest (3)
reviewing (3)
1439:12
1328:5;1410:14;
1331:25;1371:5,19
rescue (1)
1416:18
revitalizing (1)
1328:12
restate (6)
1382:13
research (6)
1362:9;1371:24;
revocation (1)
1316:7;1393:25;
1372:4;1396:17;
1312:8
1394:16;1400:3,4,5
1408:20;1412:20
revoke (2)
reserve (3)
restrained (1)
1311:15;1313:7
1429:17;1431:21;
1273:10
Rhodes (1)
1448:26
restricted (1)
1348:21
reserves (12)
1359:13
rich (1)
1316:5;1317:24;1318:7;
1283:19;1293:9;
restructure (1)
1283:26
1319:12;1322:17,26;
1301:22;1332:16;
1391:17
right (31)
1326:26;1332:13;
1363:18;1431:18;
restructured (1)
1275:20;1288:12;
1347:18;1400:3;
1433:25,26;1434:4,7;
1398:3
1289:25;1301:11;
1420:12;1431:8;1439:6;
1442:6,21
restructuring (8)
1302:4,5;1314:17;
1444:18
reserving (1)
1392:2,9,24;1394:7;
1322:4;1324:8;1353:21;
reported (2)
1436:2
1411:26;1415:3;1448:7;
1357:9;1365:10;
1405:10,11
resetting (1)
1452:18
1373:13;1385:20,22;
REPORTERS (1)
1291:13
restructurings (3)
1386:2;1392:22;1403:3,
1268:25
resolve (1)
1363:11;1364:16;
5,13;1427:12;1428:23;
reporting (3)
1448:18
1422:13
1431:4,18;1432:2;
1283:10;1421:23;
resources (3)
result (4)
1436:26;1438:13,14;
1422:19
1293:8,11;1411:20
1384:23;1446:16;
1442:23;1443:6;1449:3
reports (2)
respect (4)
1451:12;1455:11
rights (2)
1400:4;1438:5
1316:14;1434:13;
resulted (1)
1333:18;1360:16
representative (1)
1444:24;1445:13
1322:18
rigorous (1)
1289:3
respected (2)
resulting (1)
1422:5
represented (1)
1321:23;1328:23
1347:3
ripping (1)
1328:7
Respectfully (3)
results (1)
1282:3
representing (2)
1270:21;1372:5;
1405:11
risk (15)
1287:4;1453:9
1420:4
retain (4)
1279:3,4,21,25;
repurchase (2)
respects (1)
1312:26;1336:11;
1280:8;1294:25;1295:2,
1299:20;1330:23
1445:4
1340:24;1375:23
3;1302:25;1303:18;
request (4)
respond (2)
retained (1)
1318:25;1331:4;
1276:7;1388:19;
1368:16;1398:12
1366:13
1424:14;1454:2;
1420:22;1422:20
respondent (1)
retains (1)
1455:17
requested (4)
1275:26
1282:16
risks (3)
NYS Supreme Court Reporters

(25) reinsure - risks

ABN AMRO v.
DINALLO, MBIA
1302:14;1332:20;
1431:24
RMBS (2)
1316:15;1317:4
Robbing (3)
1357:12;1358:25,25
Rockefeller (3)
1331:17;1348:21;
1356:16
Rockefeller's (1)
1350:14
Roger (2)
1338:9;1409:22
role (2)
1328:15;1354:13
Rolling (1)
1429:10
roughly (1)
1368:15
round (1)
1378:17
routine (1)
1381:17
rubber (1)
1272:11
rubber-stamp (2)
1276:15;1277:14
Ruebenhausen (2)
1345:9,23
rule (7)
1304:5;1324:11;
1325:7,12;1336:17;
1359:24;1360:6
rules (1)
1437:17
run (4)
1275:23;1279:5,8;
1370:21
running (2)
1382:3;1384:18
runoff (1)
1398:6
rush (2)
1358:11;1382:2
Ryan (1)
1379:23

May 31, 2012

1410:9
sent (4)
1316:14;1317:4;1323:7;
1283:8;1295:13;
1368:23;1378:17;
1365:15;1400:25
1379:23;1386:23;
sentence (6)
1399:26;1429:10;
1301:15;1303:13;
1431:23;1432:9;
1313:19;1378:5;
1443:26;1451:2,8
1393:26;1399:6
second-guessing (1)
sentences (1)
1317:5
1271:20
second-pay (1)
separate (16)
1424:13
1270:18;1296:18;
secret (9)
1299:5;1324:20;
1273:17;1366:14;
1332:26;1333:3;
1414:6;1415:24;
1335:13;1340:19;
1417:11;1418:16,16;
1341:3,3,3;1352:6;
1428:19,20
1381:11;1398:23;
Secretary (3)
1412:3;1442:26
1361:22,26;1383:26
September (9)
section (20)
1297:24;1316:9;
1272:13;1297:10;
1317:24;1323:19;
1298:9,12,15,23;
1361:22;1388:20;
1307:12,17;1330:9;
1389:6;1406:7,22
1337:14;1345:4,10;
series (5)
1349:10;1368:7;
1271:20,21;1363:12;
1380:16;1430:12;
1376:21;1408:19
1443:26;1446:15;
serious (5)
1455:15;1456:9
1272:19;1331:4;
sectors (1)
1409:20;1447:2,6
1277:24
servant (1)
secure (2)
1273:25
1312:24;1347:21
served (2)
securities (4)
1329:14;1356:15
1296:8;1313:17;1335:2;
1285:22;1287:10;
SERVICES (7)
1336:8;1339:7;1340:16;
1320:18;1426:21
1267:7;1351:10;
1359:21;1371:13;
seeing (3)
1368:7;1381:2;1453:10,
1373:15,23;1391:5;
1287:22;1315:18;
14,15
1396:15;1402:8;1407:3,
1342:2
session (2)
15,21,25;1409:5;
seek (1)
1353:12;1379:3
1414:24;1416:21;
1312:8
set (7)
1422:21,22;1424:17;
seeking (2)
1328:17;1332:2;
1428:13;1432:14;
1345:25;1360:16
1359:7;1377:10;1380:9;
1437:4;1438:24
seem (1)
1422:19;1455:19
scenario (2)
1320:14
sets (2)
1279:20;1305:11
seemingly (1)
1320:4;1452:8
scenarios (2)
1450:15
setting (1)
1301:9;1304:2
seems (2)
1431:12
scheme (1)
1445:21;1451:21
settle (1)
S
1347:14
selectively (1)
1321:10
Scholar (1)
1271:4
settlement (3)
safety (1)
1348:21
sell (2)
1327:15;1413:18,21
1449:4
scope (3)
1299:25;1320:26
settlements (1)
salesman (1)
1274:16,25;1297:17
send (1)
1323:3
1421:10
SCOTLAND (1)
1291:26
several (2)
salesperson (1)
1267:9
sending (1)
1379:6;1386:16
1422:22
scrap (1)
1397:26
Sewa (1)
same (23)
1386:12
senior (7)
1372:10
1272:21,24;1315:12,
Screwing (1)
1285:8;1288:11,19;
SF (3)
15;1329:23;1333:25;
1291:25
1318:3;1403:19;1424:7;
1292:20;1293:7;
1334:21;1335:15;
scuttlebutt (1)
1426:14
1294:6
1336:20;1337:24;
1427:4
sense (7)
SG (7)
1339:25;1340:8;1341:4,
1321:4,11;1346:6;
1421:24;1422:3,6,9,
17,19;1343:17;1353:20; search (1)
1383:7
1347:9;1370:19;1406:6;
15,15;1426:14
1371:10,12;1381:25;
Min-U-Script

1443:12;1454:14,26
sample (2)
1274:14;1315:9
San (1)
1348:24
sanction (1)
1312:20
sanctions (1)
1356:5
sat (3)
1392:16;1394:12;
1406:16
satisfied (1)
1432:10
satisfied' (1)
1285:23
satisfy (6)
1285:25;1337:6;
1394:5;1432:4,12;
1438:20
save (4)
1319:25;1369:24;
1388:13;1390:7
saw (12)
1279:6;1280:14;
1315:11;1316:16;
1325:10;1345:18;
1364:14;1393:16,16;
1394:15;1418:18;
1425:15
saying (34)
1275:18,19;1280:5,6;
1289:21,21;1290:7;

second (16)
1301:7;1313:11;

NYS Supreme Court Reporters

shall (12)
1330:13;1331:22,23,
26;1332:22;1333:11;
1338:24;1341:7,14;
1368:4;1440:9;1449:2
share (17)
1287:16;1288:8,20;
1291:2,18,19,20,23,26;
1293:17,21;1294:4,15;
1334:22;1340:14;
1350:19;1429:20
shareholders (8)
1290:26;1292:24;
1294:5;1330:14;
1401:25;1402:13,26;
1419:13
shares (1)
1406:7
sharing (5)
1289:5,15,18;
1295:10;1352:18
sheds (1)
1369:10
sheet (3)
1301:22;1433:18;
1454:23
shell (1)
1335:12
shield (1)
1451:20
short (8)
1270:23;1274:14;
1369:12;1372:20;
1400:18;1429:3,5;
1436:13
show (22)
1271:3;1273:11;
1282:5;1284:6;1285:17;

1298:20;1305:4,5;
1319:13;1323:8;1324:9;

1338:23;1341:25;
1386:4;1395:10;
1405:22;1412:11;
1417:7,8;1448:11,20;
1452:2
showed (21)
1308:2;1328:26;
1329:17,18,24;1333:26;

1337:23;1338:22;
1365:16;1368:13;
1394:25,25;1395:3;
1398:19;1400:2,3;
1407:3,15;1411:17;
1413:13;1443:11
showing (2)
1272:16;1318:8
shown (13)
1271:21;1307:26;
1312:11;1319:11;
1322:15;1331:6;
1332:15;1386:3;
1394:18,20;1407:12;
1431:16;1448:25
(26) RMBS - shown

ABN AMRO v.
DINALLO, MBIA
shows (3)
1319:9;1338:9;
1339:24
shred (1)
1423:13
sick (1)
1292:14
side (22)
1274:19;1279:24;
1280:4,15,15,17;1281:8;
1282:25;1294:2;1301:8;
1323:8;1324:9;1325:14;
1351:26;1353:18;
1381:16;1384:11;
1389:22;1390:4;
1413:24,25;1423:22
side's (1)
1339:24
sign (6)
1330:10,17;1333:16;
1369:18;1375:19;
1382:11
signed (5)
1272:2;1362:4,4;
1368:5;1375:10
significance (1)
1316:3
significant (8)
1279:13;1281:5,5;
1294:24;1311:22;
1313:16;1394:3;
1454:26
similar (2)
1381:8;1415:4
similarity (1)
1367:11
Similarly (1)
1375:22
simple (5)
1314:4;1316:12;
1331:20;1406:18;
1407:10
simply (3)
1305:17;1338:23;
1456:6
simultaneous (1)
1382:7
sine (1)
1297:6
single (12)
1300:2;1304:12,14;
1309:5;1325:3;1330:5;
1360:22;1361:6,19;
1376:11,11,17
sister (1)
1396:19
sit (5)
1269:13;1313:14;
1319:25;1376:9;
1395:10
sitting (1)
1269:9
situation (10)
Min-U-Script

May 31, 2012


1292:9;1294:9;
1312:10;1328:3;
1346:20;1352:7;
1359:26;1360:2;
1368:26;1377:21
situations (3)
1293:26;1295:20,23
six (1)
1274:2
size (2)
1274:14;1315:9
skipped (1)
1303:13
slaps (1)
1355:8
slide (75)
1271:9;1272:16;

1303:6
snipping (1)
1288:13
Soc (2)
1411:5,12
so-called (2)
1323:9;1330:10
societal (1)
1356:2
Societe (18)
1277:21;1323:24,24;
1324:5,6;1362:11;
1393:25;1394:11;
1420:13,24;1421:4,6,11;

1422:20,25;1423:25;
1424:7,17
solidity (1)
1296:3;1297:4;1302:12;
1346:4
1307:15;1308:25;
solution (5)
1327:2,3,13,22;1330:5,
1287:16;1414:18,19,
7,20;1331:8;1332:24,25;
21,25
1333:19;1336:11;
solvency (46)
1337:2;1338:6,9,21;
1272:5;1296:17,18,23,
1339:10;1341:25;
26;1297:3,23;1298:7,11;
1343:20;1345:21;
1315:3;1324:12;1325:4;
1347:17;1349:25;
1332:6,10;1333:21,26,
1351:3;1352:21;1353:9;
26;1335:10;1336:14;
1355:10;1357:4;
1337:5,11;1340:12;
1358:13;1359:2;
1346:6,7,26;1347:9;
1361:15;1363:3;
1350:26;1363:17;
1367:18;1368:13;
1364:18;1376:2;1430:2,
1372:8;1381:18;1382:3,
10;1433:4;1434:23;
19,26;1383:19;1387:3,
1436:19,24;1439:8,14,
15;1388:18;1390:19;
24;1440:20;1442:11,14,
1391:12;1393:23;
18;1443:14;1449:14;
1394:14;1396:10;
1451:9
1397:3,14,18,22;
solvent (10)
1398:18;1399:14;
1297:7;1301:26;
1400:2,24;1401:9;
1332:20;1337:4;
1404:26;1405:23;
1431:25;1436:7;
1411:16;1417:6,7,8;
1449:13;1454:2;
1420:11;1423:6,24;
1455:17;1456:8
1428:8;1430:5;1444:5 somebody (4)
slides (5)
1309:6;1310:9,23;
1272:15;1356:12;
1395:16
1387:4,5,10
somebody's (1)
slogan (3)
1303:6
1276:14;1295:5;
somehow (9)
1343:13
1294:17,19;1299:3;
slogans (1)
1320:16,20;1325:5;
1270:24
1353:23;1354:10;
small (3)
1423:11
1278:26;1295:9;
someone (15)
1339:18
1278:26;1290:2,7,19;
smaller (1)
1296:6,7,12,14;1302:17;
1339:18
1317:15;1347:16;
SMBC (1)
1348:4;1352:18;
1267:9
1370:15;1431:9
smoking (1)
someone's (1)
1355:12
1309:13
smothered (1)
Sometimes (1)
1450:9
1450:2
snippeting (1)
soon (2)

1319:25;1394:19
sophisticated (1)
1290:19
sorry (8)
1339:17;1346:13;
1354:15,15;1369:23;
1399:5;1433:6;1442:4
sort (22)
1281:24;1315:20;
1323:8;1326:6;1339:8;
1341:23;1343:13;

split (7)
1278:6;1285:24;
1287:6,18;1290:12;
1398:9,22
splitting (3)
1285:20;1415:10,11
spoke (3)
1280:15;1370:6;
1407:25
spoken (2)
1311:3;1431:18
1345:5;1352:2;1360:26; Stabilization (1)
1365:3,8;1381:17;
1362:2
1388:3;1394:6;1421:4; stabilize (1)
1423:22;1430:22,24,25;
1447:10
1435:21;1448:22
stabilized (1)
sorts (1)
1412:4
1387:24
stacked (12)
sought (4)
1281:14,15;1282:8;
1346:5,11,13,24
1292:26;1390:20,22;
sound (4)
1391:3,6,9,25;1396:18;
1355:22;1356:5;
1408:5
1406:11;1448:5
staffing (1)
soundness (4)
1439:23
1346:25;1347:10;
stage (1)
1350:26;1351:2
1312:18
Sounds (2)
stake (2)
1294:23;1429:18
1287:26;1401:16
sources (2)
stakeholders (1)
1357:11;1445:6
1391:20
speak (6)
stale (3)
1314:2;1400:22;
1275:7;1297:20;
1407:6;1408:19;
1317:10
1409:19;1410:13
stamp (1)
special (2)
1453:11
1295:20;1342:24
stamping (1)
specific (2)
1272:12
1276:16;1348:15
stand (4)
specifically (4)
1281:9;1306:4;
1319:22;1321:22;
1403:6;1419:3
1349:10;1380:8
standard (22)
specifics (1)
1276:23;1277:4;
1398:10
1308:24;1309:15;
specified (1)
1310:11,11,21;1331:26;
1440:5
1336:14;1354:10;
speculation (1)
1411:16,18;1429:23;
1321:15
1430:17,18;1431:13,15;
speculative (1)
1432:8,9,9;1433:5;
1443:19
1451:5
speed (1)
standards (6)
1375:16
1340:23;1363:6;
spend (5)
1371:5,18,21;1433:10
1298:3;1331:9;
standing (3)
1346:22;1430:4;1433:2
1374:19;1378:6;
spending (2)
1449:22
1270:13;1362:17
stands (1)
spent (4)
1278:13
1373:24;1406:24;
staring (1)
1413:3,7
1328:14
spin (3)
start (37)
1412:24,26;1413:8
1273:15,20;1280:11;
Spitzer (1)
1281:3;1350:21;
1398:8
1362:21;1364:4,7;

NYS Supreme Court Reporters

(27) shows - start

ABN AMRO v.
DINALLO, MBIA
1373:16;1391:2;1392:7;
1393:3,11;1398:6;
1399:4;1402:7,17;
1404:18,23;1405:21;
1406:5,25;1407:14,22;
1408:12;1410:26;
1411:10,14;1413:5;
1416:16;1417:13,16;
1418:10;1420:8;
1428:26;1429:22;
1453:7
started (4)
1269:8;1274:23;
1360:13;1439:24
starting (2)
1289:7;1398:14
start-up (3)
1403:21,23;1404:4
STATE (33)
1267:2,14,15;
1268:18;1271:10;
1272:16;1299:26;
1326:22;1329:26;
1330:6;1354:11;
1367:22;1374:8,10,13,
14;1375:11;1386:20;
1400:26;1401:15;
1430:6;1432:5,7,14;
1434:19;1438:3,8;
1449:16;1450:12;
1453:9,10;1456:13,15
stated (4)
1406:4;1422:16;
1430:7;1449:10
statement (21)
1289:13;1312:19;
1327:23;1332:12;
1339:8;1359:11;
1364:11,11,12,14;
1371:4,18,21;1372:6,9,
11,11,16;1388:16;
1431:7;1434:17
statements (4)
1276:9;1398:8;
1403:2;1419:5
States (1)
1323:26
state's (1)
1432:21
statute (53)
1281:2;1298:17,18;
1313:17,19;1330:24;
1331:20;1332:9,10,23;
1333:18;1334:2,5;
1335:7,9,12;1337:15,17,
18,18;1338:2,4,7,12,24;
1339:10;1341:5,9;
1343:18;1344:3;1345:8,
14;1346:2;1348:6;
1356:9;1357:25,26;
1358:9;1359:9,22,24;
1361:3;1367:24;
1375:21;1380:8;

Min-U-Script

May 31, 2012


1430:24;1431:6;1433:6,

7;1434:6;1449:22,23;
1450:13
statutes (10)
1272:21,22,25;
1273:3;1337:13,22;
1338:10;1340:7;1341:3;

1353:19
statutory (24)
1273:2;1278:18;
1299:4;1301:22,23;
1333:3;1336:21;
1337:14,22;1338:3;
1340:4,4;1342:22;
1343:5;1355:4;1369:10;

1377:10;1386:21;
1432:26;1433:11,12,24;

1449:25;1454:22
STEINBERG (47)
1268:7;1270:16;
1273:10;1285:12;
1296:18;1298:20;
1299:9;1330:16;1332:6;

1336:14;1369:17;
1377:23;1390:13;
1404:13;1428:24,26;
1429:2,8,19,22;1432:19,
23;1438:14,18;1439:11;

1442:1,3;1443:1,23;
1444:1;1445:1;1446:1;
1447:1;1448:1;1449:1;
1450:1;1451:1;1452:1,4,

7,12,22;1453:1,19;
1454:1;1455:1;1456:1
Steinberg's (1)
1330:10
step (1)
1291:16
steps (1)
1358:19
Stewart (7)
1331:16;1345:7;
1348:19,19,23;1357:4,8
Stewart's (2)
1346:17;1349:17
stickler (1)
1427:9
still (10)
1277:25;1285:23;
1321:15;1325:7;
1339:17;1404:3,6;
1424:14,23;1436:7
stock (21)
1290:5,19;1294:15;
1295:25;1299:19;
1330:12,23,26;1331:2;
1338:17;1340:26;
1377:24,25;1393:8;
1404:8,15;1405:26;
1406:6,23;1407:20;
1428:22
stockholders (6)
1278:14;1291:23;

1345:13;1395:15;
1397:25;1400:4
stocks (1)
1400:6
stolen (1)
1293:21
Stones (2)
1429:10,13
stood (2)
1357:14;1456:25
stop (10)
1285:11,20;1294:9;
1330:10,17;1333:16;
1369:18;1375:19;
1382:11;1428:23
stopped (1)
1347:3
stories (1)
1290:3
story (3)
1285:6;1412:22;
1423:19
straight (3)
1320:5;1354:4,5
streamed (1)
1408:16
streaming (2)
1410:3;1411:11
Street (3)
1267:20;1284:19;
1318:10
stress (12)
1279:20;1301:16,19;
1302:11;1305:12,12,13,
15,23,24;1307:19;
1444:24
stressed (3)
1421:15;1445:3,3
stricter (1)
1434:9
stringent (2)
1346:25;1347:10
structure (17)
1281:14;1282:8;
1293:2;1324:14;1325:6;
1390:20,23;1391:4,6,9,

25;1396:18,19,20;
1408:5;1416:8;1428:20
structured (17)
1291:6,19;1292:18,
20;1294:19;1315:24;
1350:19;1357:7;1392:4;
1394:4,8;1398:23;
1408:2,2,9;1422:14;
1445:13
stubborn (1)
1321:25
stuck (3)
1375:4,5,6
student (2)
1277:24;1424:5
studied (1)
1318:22

stuff (1)
1412:26
Stulz (2)
1445:25;1446:7
Stulz' (2)
1446:9,11
sub (2)
1290:15;1292:21
subject (6)
1331:22;1383:14;
1390:11;1403:21;
1438:5;1456:17
subjective (3)
1429:16;1431:21;
1451:6
subjects (1)
1356:3
submitted (7)
1356:13;1371:9;
1382:20;1388:12;
1416:8;1423:5;1446:12
subordinated (1)
1292:7
subs (1)
1292:17
sub's (1)
1292:22
subsection (1)
1332:2
subsections (1)
1331:25
subsidiaries (4)
1380:20;1401:8,19;
1405:14
subsidiary (12)
1290:11;1345:12;
1400:9;1401:19;1402:8;

1406:2,3,19;1411:23;
1412:4;1413:5;1422:2
subsidize (2)
1283:13;1284:4
substantial (7)
1283:5,20;1312:16;
1401:24;1402:12,21;
1404:7
substantially (1)
1356:4
subtracts (1)
1434:2
success (1)
1411:19
successor (1)
1453:15
sufficient (17)
1274:15;1283:20;
1332:19;1334:25,25;
1340:13,24;1369:6;
1373:12,16;1374:20;
1375:23;1399:3;
1404:22;1431:24;
1453:26;1455:16
sufficiently (2)
1315:9;1374:15

NYS Supreme Court Reporters

suggested (3)
1287:18;1348:11;
1371:10
suggesting (2)
1326:10;1373:4
suggests (1)
1396:20
Sullivan (1)
1323:12
sum (2)
1293:14;1296:15
summarize (1)
1368:15
summary (1)
1420:21
summer (2)
1269:8;1444:14
summit (1)
1384:6
sums (1)
1406:10
super-expert (1)
1322:24
superfluous (1)
1336:24
Superintendent (54)
1267:14;1270:19;
1272:3;1282:22;
1284:13;1287:2;
1289:18;1326:3,11,16,
24;1327:10,14,18,26;
1331:16,24;1332:12;
1334:7,17;1335:18;
1338:24;1339:5;1344:2;
1345:7;1348:20;1350:9;

1351:7;1353:25;
1354:19,26;1355:5,7,9,
26;1356:22;1357:5;
1358:14;1359:5,22;
1360:24;1367:26;
1368:6,11;1410:22;
1431:2,7;1437:5,25;
1440:2;1448:23;1449:5;
1453:10;1455:20
Superintendents (6)
1328:21;1355:20;
1356:13,15;1357:24;
1366:6
Superintendent's (4)
1343:11;1359:12;
1383:10;1453:8
superior (2)
1403:24,26
super-slow (1)
1437:17
supervision (4)
1421:25;1422:4,5;
1446:20
supplemental (1)
1415:2
support (31)
1274:8;1283:14;
1284:5;1315:3,4;
(28) started - support

ABN AMRO v.
DINALLO, MBIA
1333:22,23;1334:25;
1340:14,25;1367:4,9;
1373:12;1375:10,24;
1384:13;1386:13,15;
1388:16;1391:9;1399:3;
1401:14;1403:7,11;
1405:14;1411:23;
1412:25;1414:21;
1415:23;1428:7;
1446:12
supported (8)
1285:16;1342:4;
1389:19;1413:10;
1419:6;1426:18;1427:7,
24
supporting (2)
1333:18;1412:23
supports (3)
1314:8,10;1416:26
supposed (6)
1278:23;1352:17;
1384:12;1389:20;
1431:2;1455:26
supposedly (4)
1302:19;1424:8;
1447:25;1453:22
SUPREME (1)
1267:2
sure (11)
1269:21,22;1285:6;
1325:19;1337:20;
1373:20;1379:12,16;
1385:12;1392:12;
1456:2
surplus (23)
1291:14;1298:23;
1299:2,19;1301:23;
1308:3,4;1324:13;
1325:4;1330:14;
1333:12,17;1334:25;
1338:16;1340:13,24;
1347:2;1353:5,6,7;
1375:18,20,24
surpluses (1)
1299:8
surprise (2)
1427:11;1435:8
surreply (3)
1334:6;1388:12;
1389:15
surrounding (2)
1325:9;1338:20
sustain (4)
1374:20,24;1386:24;
1387:25
Swersky (1)
1309:17
switch (1)
1415:22
sword (1)
1451:20
sworn (1)
1373:13
Min-U-Script

May 31, 2012


Syncora (2)
1447:19;1448:5
syndicates (1)
1366:13
system (4)
1331:21;1341:18,20;
1438:4
systematically (1)
1271:3

T
T1 (1)
1269:2
T10 (1)
1442:2
T2 (1)
1287:2
T3 (1)
1301:2
T4 (1)
1325:2
T5 (1)
1345:2
T6 (1)
1366:2
T7 (1)
1379:2
T8 (1)
1397:2
T9 (1)
1418:2
tab (3)
1311:26;1312:3,4
table (1)
1412:24
tackle (1)
1360:6
talented (1)
1420:15
talk (66)
1271:2;1273:4;
1275:14;1280:4;

1442:24;1451:21
talked (43)
1270:26;1273:12;
1274:4;1279:14;1295:2;

1302:11;1306:17,18;
1331:11;1343:19;
1345:10,15;1348:2;
1349:9;1351:26;1354:3,

11,18,21;1357:18;
1363:13;1366:25;
1374:2;1379:21;
1382:22;1390:15,19;
1392:23;1397:19;
1403:9;1404:19;1405:9;

1413:23;1414:14;
1417:10,10;1428:2;
1430:21;1431:20;
1442:3;1445:20,24;
1454:10
talking (50)
1274:26;1289:18;
1302:13;1303:7;
1304:24;1307:18,20;
1314:25;1327:14,25;
1349:5,10;1350:14,15;
1351:4;1370:15;
1383:20,21;1391:13,16;

1392:10;1393:17;
1396:7,12;1397:8;
1398:2,13,21;1399:20;
1400:25;1403:20;
1404:11,17;1407:9,12,
24;1412:15,15;1413:26;

1416:23;1419:10;
1420:2,20;1426:25;
1434:5,15;1435:16,26;
1451:11;1454:13
talks (25)
1281:21,22;1287:4;
1290:10,11,12,18;
1291:4;1294:2;1319:22;

1328:7;1336:11;
1340:23;1341:12;
1345:25;1350:3,7;
1369:17;1381:2,4;

1282:25;1289:6;1292:5,
17;1293:23,25;1295:7,7;
1296:17,18;1297:11,21;

1397:6;1399:16;1400:7;

1298:23;1301:6;

1411:17;1420:5

1305:22;1318:5;1323:7, tape (1)

24;1324:10;1325:25;
1326:5,21;1329:19;
1330:4,16;1332:7;
1333:17;1336:2;
1337:11;1338:20;
1341:5;1345:3;1346:20;

1347:22;1352:20;
1355:17;1363:19,24;
1367:3;1373:7;1375:15,
16;1377:18,23;1384:21,

22;1391:17;1397:20;
1417:12;1421:12;
1429:13,15;1432:26;
1433:4,20;1439:7;
1440:16,17,17;1441:7;

1435:11
tapes (1)
1435:10
target (1)
1368:22
targets (1)
1421:18
TARP (7)
1360:14;1361:2,15;
1362:6,14;1382:13;
1415:13
task (2)
1273:26,26
tax (2)
1307:13,19

taxpayer (2)
1360:22;1361:18
taxpayers (1)
1362:23
team (5)
1274:2;1318:12,13,14,
18
telling (13)
1272:9;1327:10;
1372:23,26;1385:23;
1401:10;1402:3,7;
1404:11;1412:20;
1422:25;1423:3;
1443:25
tells (2)
1423:18;1443:20
temporary (1)
1309:22
ten (3)
1325:19;1330:20;
1375:17
tend (1)
1342:15
tens (2)
1360:21;1361:18
termination (1)
1363:18
terms (15)
1272:7;1321:3;
1331:20,23;1332:3;
1334:8;1341:6;1351:8;
1381:4,9,9;1387:4;
1415:4,22;1428:18
terrific (1)
1429:25
test (42)
1298:15,18,22,23;

testing (1)
1301:16
tests (6)
1301:18;1302:11;
1341:3;1355:24;
1430:23;1451:6
Texas (1)
1326:14
Thanks (3)
1380:13;1416:2;
1426:12
theoretical (1)
1282:22
theories (1)
1387:17
thereafter (1)
1333:12
therefore (1)
1294:14
thereof (3)
1337:19;1338:5;
1369:8
thinking (3)
1402:4;1423:9;
1435:25
third (8)
1301:3;1366:16;
1368:24;1369:3,9;
1376:14,25;1379:22
third-party (23)
1300:3;1362:20,20;
1364:3,19;1398:16;
1399:22;1400:11;
1401:21;1402:11,20;
1403:23;1404:3;
1407:13,13;1408:3;
1416:15;1417:12;
1305:15,23,24;1307:19;
1418:11;1419:10,12;
1324:13;1325:5;
1428:6;1433:17
1330:10;1332:10,11;
Thompson (1)
1333:21,22;1335:10;
1384:5
1337:6;1338:16;
thorough (1)
1346:25;1347:10;
1383:7
1368:19;1375:16,19;
though (4)
1429:16;1430:2;1434:5,
1298:17;1310:8;
9,19;1438:19,20,20,23;
1311:11;1353:6
1443:2,3,6,8,26;
thought (22)
1445:17;1446:17,22;
1269:12,15,20;
1448:10;1449:17
1283:3;1295:16;1321:3;
testified (3)
1324:3;1357:10;1365:3,
1283:10;1345:9;
7;1372:2;1373:26;
1432:13
1374:2;1413:10;1422:6,
testifies (2)
26;1425:15;1427:2,4;
1275:21;1366:7
1429:26;1434:21;
testimony (21)
1435:26
1276:8;1296:21,22,22, thousand (1)
23;1318:24;1328:20;
1333:10
1356:19;1365:4;1387:8; threat (1)
1408:14;1414:16;
1394:3
1415:15;1432:24;
threatening (1)
1435:3,4;1446:9;
1411:9
1450:23;1451:24;
three (6)
1452:2;1455:7
1299:17;1315:8;

NYS Supreme Court Reporters

(29) supported - three

ABN AMRO v.
DINALLO, MBIA
1327:3;1387:10;
1437:14;1447:5
three-year (1)
1366:17
throughout (1)
1279:4
throw (2)
1323:15;1372:26
Thus (1)
1301:25
time/date (1)
1284:10
timeframe (1)
1391:17
timeline (1)
1361:16
times (7)
1272:22;1324:7;
1333:11;1335:14;
1338:14;1387:10,11
tip (1)
1398:10
today (3)
1269:9,13;1270:17
today's (2)
1403:22;1443:15
together (4)
1271:20;1299:18;
1379:9;1445:2
told (18)
1269:23;1288:16;
1292:25;1298:10;
1311:4;1318:7;1322:16;
1373:19;1399:2;1402:9,
9;1407:11;1415:11;
1427:12;1437:12;
1445:20;1454:3;1455:8
tomorrow (6)
1270:17;1388:14;
1398:7;1426:3;1456:19,
20
tonight (1)
1310:14
took (10)
1271:19;1280:19,19;
1299:24;1307:24;
1308:6,22;1373:11;
1395:12,14
top (8)
1282:16;1289:20;
1295:14,15,16,26;
1329:19;1421:23
total (1)
1427:11
totally (1)
1296:10
tough (1)
1422:7
touted (1)
1447:9
toxic (4)
1285:22;1293:7,7,7
traditional (2)
Min-U-Script

May 31, 2012


1346:6;1347:9
transaction (70)
1280:24;1281:25;
1282:3;1283:18;
1288:23;1289:17,25;
1290:7,10;1296:5;
1299:21;1300:4;1301:4;
1304:22;1315:5;1332:3;

1338:25;1339:4;
1340:11;1347:5,25;
1348:25;1351:8,16;
1352:2,3,6;1354:20;
1366:4,5,8,21,23;
1378:10;1380:18,22,24;
1381:4,8,9,11,12,24,26;

1384:7;1385:24;
1393:18,22;1397:5,7;
1407:21;1408:4;1411:2;
1414:11;1419:6;1423:2,
17;1426:15,22;1427:4,8;

1428:9,10,20,21;
1435:18;1436:24;
1447:18;1448:2;
1449:12
transaction- (1)
1363:15
transactions (17)
1299:17;1315:8,11,15,
21;1331:4,21,25;1339:2;

1341:13,13,14,18;
1351:5;1363:26;
1367:21;1382:6
transcript (4)
1388:17;1395:6;
1446:19;1449:19
transcription (1)
1435:16
transfer (1)
1366:10
transferor (1)
1341:13
transformation (47)
1273:8,12;1281:24;
1282:2;1283:14;1297:8;
1298:7;1299:3;1301:21;

1302:2;1334:8,9;
1335:19,21;1343:24;
1360:25;1363:16,26;
1371:6,19;1372:7;
1380:23;1382:9;
1384:26;1390:16;
1393:19;1395:12;
1403:10;1407:26,26;
1408:7;1410:26;
1412:13;1413:17;
1414:6,11;1415:23,24;
1416:3,22;1417:3,11;
1418:9;1430:10;
1435:18;1444:12,22
translate (1)
1303:25
translated (1)
1426:8

translation (3)
1424:10,11;1425:26
translator (1)
1425:6
transmitting (1)
1345:12
transparency (1)
1422:5
transparent (1)
1321:17
Treasury (7)
1328:8;1361:23,25;
1362:6;1412:25;
1414:18,21
treat (1)
1411:4
treated (5)
1285:25;1422:15,21;
1423:4,14
treatise (2)
1351:4,13
treatment (2)
1423:8;1428:10
tremendous (1)
1444:13
triable (1)
1271:16
trial (2)
1271:17;1325:8
triannual (4)
1436:26;1437:7,8,21
tried (2)
1297:12;1336:5
triple (1)
1394:3
trivial (1)
1309:23
troublesome (1)
1271:7
troubling (1)
1276:9
true (10)
1282:6;1298:21;
1305:5;1343:15,15;
1353:24;1361:15;
1389:11;1392:20;
1453:19
trump (4)
1353:23;1355:2,3,4
trumped (1)
1354:17
trumpeting (1)
1342:5
trumping (1)
1354:3
trust (2)
1366:11;1367:10
truth (1)
1274:21
try (3)
1320:26;1395:26;
1398:11
trying (12)

1274:14;1336:4;
unclear (1)
1356:22;1358:11;
1315:16
1368:15;1385:16;
under (28)
1413:20;1414:2,18;
1281:9;1292:4;
1418:22;1421:9;1452:3
1307:19;1324:3;
tune (2)
1331:16;1334:26;
1360:21;1361:17
1336:14;1348:20;
turn (9)
1356:6,15;1359:16,16;
1271:13;1283:2;
1360:17;1366:9;1376:2;
1288:23;1338:6;1353:9;
1382:11;1383:11;
1359:2;1390:11;
1384:15;1394:23;
1402:26;1428:24
1434:23;1437:13;
turned (2)
1446:20;1450:6;1454:9;
1386:17;1394:9
1455:20,22;1456:5,9
turning (1)
underlying (1)
1383:18
1356:5
turns (1)
underpinning (1)
1364:25
1297:6
twenty (1)
underscores (1)
1446:4
1292:6
two (34)
underserved (1)
1273:11;1292:17;
1357:11
1299:5;1306:2;1321:25; understandings (1)
1332:11;1333:10;
1431:22
1352:6;1367:9,10;
understands (1)
1381:11;1387:11;
1411:25
1388:6,6;1396:13,21; understood (11)
1401:19;1409:25;
1328:19,23;1349:12;
1415:11;1418:15;
1358:23;1392:8,12;
1429:15;1430:23,24,25;
1393:9;1394:11;
1431:13,17;1432:3;
1427:15;1444:26;
1442:11,13,18;1445:7,
1445:5
16;1449:24;1452:7
undertake (1)
type (2)
1369:8
1358:15,17
undertaking (1)
typo (3)
1369:14
1306:24;1337:20;
undisputed (7)
1362:9
1298:14;1301:7;
1313:20,23;1324:12;
1428:12;1446:9
U
unearned (1)
1324:13
UK (1)
unexpected (1)
1420:18
1305:9
ultimate (1)
unfair (4)
1428:8
1324:14;1339:6;
ultimately (10)
1391:25;1408:9
1295:13;1326:19;
Unfortunately (2)
1362:22;1364:7;
1358:11;1429:12
1377:17;1392:26;
unimportant (1)
1403:10;1407:19,21;
1309:17
1424:23
unique (2)
unable (4)
1414:20,25
1332:13;1431:9;
United (1)
1448:24;1455:13
1323:26
unavailable (1)
units (1)
1433:16
1399:3
uncertain (1)
universe (2)
1279:3
1303:14;1434:10
uncertainty (8)
unknown (1)
1279:13;1280:9;
1450:13
1281:6;1283:6,21;
unknowns (5)
1317:18;1347:6;
1279:15;1281:5;
1364:25

NYS Supreme Court Reporters

(30) three-year - unknowns

ABN AMRO v.
DINALLO, MBIA
1283:21;1302:13,15
unless (7)
1271:16;1333:9;
1341:15;1359:23;
1360:4;1368:5;1444:6
unlike (1)
1361:6
unprecedented (1)
1449:12
unredacted (2)
1279:16;1302:8
unscrupulous (1)
1312:21
unsigned (1)
1299:10
unsupported (1)
1305:21
untethered (1)
1305:21
untouchable (1)
1294:6
untrue (2)
1285:17,18
up (159)
1271:10;1272:16,16,
17;1273:9;1274:23;
1275:4;1279:6;1281:7,
20;1284:23,24,24,24,25;
1288:7,12,24;1289:23,
24,24;1290:9,12;1296:3,
15,21;1297:4,12,19;
1298:2;1299:9;1301:10;
1302:12;1306:14;
1308:21,25;1310:2;
1315:18;1316:25;
1319:12,17;1321:5;
1326:26;1327:2,13,22;
1329:4,4,16,19;1330:5,
6,7,20;1331:8;1332:5,
24;1333:19;1334:6;
1337:2;1340:9;1341:26;
1342:15;1343:18,20,25;
1345:21;1347:17;
1348:7;1349:25;
1350:13,20;1351:3;
1355:10;1356:12,20;
1357:4;1358:4;1359:18;
1360:18;1361:15;
1363:3;1364:8;1365:4;
1367:13,18;1368:13;
1372:8;1374:3;1375:14;
1376:22;1378:6,18;
1379:10;1381:18;
1382:19;1384:22;
1386:17;1387:5,15;
1388:18;1390:19,24;
1391:12;1393:5,5,24;
1394:14,19;1395:23;
1396:10;1397:3;1398:6,
18;1399:14;1400:2,19,
21;1401:9;1403:16,18;
1404:26;1405:23;
1406:26;1409:7,11;
Min-U-Script

May 31, 2012


1412:17;1414:8,26;
1455:3,9,10,10
1415:25;1420:11,14;
using (34)
1421:21,23;1422:19;
1274:12;1275:8;
1423:6,24,25;1425:5,7;
1287:8;1318:17;
1426:20;1428:8,22;
1320:22;1361:14;
1429:9;1430:5;1431:12;

1435:15;1437:24;
1440:6;1442:4;1443:3;
1445:19;1448:17;
1450:5;1452:5,11,20;
1453:6;1455:8
updated (1)
1322:16
upheld (2)
1307:4;1325:15
uphold (1)
1385:16
upon (19)
1274:19;1275:7;
1276:12;1277:2;
1294:17;1298:22;
1323:2,4;1356:3;
1366:18;1369:11;
1374:22;1378:7;

1362:17;1392:6;1393:2,
12;1399:20,23;1400:10,
11;1402:16;1404:17,24;

1405:26;1406:3;
1407:13;1409:8;1412:6;
1416:15;1417:12,13,15;

1419:10,12,12;1428:6;
1448:11;1451:8,26,26
usually (1)
1269:14
utilize (2)
1430:13;1451:4
utilized (1)
1432:18
utterance (1)
1441:3

1382:25;1383:9;1387:9; valid (1)

1389:14,25;1432:23
upset (2)
1348:25;1379:15
upside (5)
1273:20;1280:12,13;
1293:2;1393:13
urgent (1)
1353:10
USA (1)
1267:5
usage (1)
1450:15
USB (1)
1267:10
use (26)
1273:17,18,19;
1275:13,17;1280:10;
1289:14;1306:19;
1317:14;1330:10;
1343:13;1361:7;1364:3;

1369:25;1370:14,16;
1399:3;1401:18;
1405:21;1410:26;
1411:10,13;1418:11,11,
20;1420:7
used (35)
1271:6;1273:9;
1275:11;1279:13;
1299:25;1351:22;
1352:8;1360:16;
1362:19;1370:11;
1378:7;1389:2;1390:26;

1405:25;1406:25;
1407:4,19,22;1408:10,
11;1410:25;1411:22;
1418:10;1432:24;
1433:15,22;1445:17;
1450:18,20,26;1451:5;

1354:20
valuation (2)
1320:12,12
value (21)
1283:23;1285:25;
1287:17,22;1290:14;
1291:23;1292:22;
1293:5;1294:5,16,20;
1295:9;1320:18;1348:3;

1395:18;1433:14;
1442:25,25;1446:2,3;
1454:25
valve (1)
1449:4
variety (2)
1401:21;1402:10
Various (3)
1347:22;1356:12;
1445:6
vault (1)
1314:20
veil (1)
1294:20
verge (1)
1447:21
verified (2)
1430:6,16
verse (2)
1282:5;1294:3
version (1)
1356:18
versus (12)
1271:11;1326:20;
1355:19;1376:23;
1379:19;1390:20;
1416:6,12;1422:11,14;
1433:23;1449:26
vests (1)

1359:5
view (9)
1316:8;1335:13;

1412:2;1424:22;1442:9;

1444:2,3;1445:2;
1450:17
1357:5;1364:22;1367:3; ways (2)
1377:21;1415:23;
1277:9;1431:14
1444:12;1453:2
weaken (2)
viewed (1)
1350:25,26
1364:11
wealthy (1)
violate (2)
1284:2
1340:3;1351:14
weather-wise (1)
violations (2)
1269:6
1312:10;1450:10
website (3)
virtually (1)
1329:5,6,6
1443:16
websites (1)
vis--vis (1)
1329:2
1278:13
week (15)
vision (1)
1296:5;1305:20;
1356:2
1307:26;1308:2;
voice (2)
1313:13;1329:21;
1390:12;1429:7
1392:16;1394:12;
volatility (1)
1395:23;1397:19;
1436:5
1402:19;1403:8;
1422:26;1423:9;
W
1442:18
weekend (5)
1343:8;1360:22;
WACHOVIA (1)
1361:6,19;1373:22
1267:10
weeks (4)
Wait (4)
1274:2;1287:25;
1328:10;1349:3;
1442:12,13
1395:22;1438:15
weight (2)
waited (1)
1343:6;1344:2
1437:6
Weinberg (1)
waiting (1)
1364:19
1436:23
well-meaning (1)
Wall (2)
1273:25
1284:19;1318:10
Wendell (1)
wants (9)
1449:26
1293:23;1306:2,3;
weren't (7)
1314:11;1319:24;
1276:18;1385:17;
1348:12;1388:23;
1405:20;1406:12;
1421:3;1438:9
1414:20;1416:23,24
Warburg (8)
Wertheim (1)
1287:23,24;1289:3;
1405:2
1290:8,9;1295:10,18;
what's (11)
1397:26
1283:17;1303:17;
warrants (1)
1319:4,10;1321:9;
1444:6
1323:8;1346:11;1358:5;
washed (1)
1376:4;1404:15;1440:2
1309:6
whatsoever (1)
way (36)
1377:26
1274:3;1275:16;
wheelbarrow (1)
1276:15;1280:7;
1314:19
1284:25;1291:9,10;
whenever (6)
1292:21;1293:8;
1332:11;1367:25;
1294:14;1295:14,14;
1437:22;1438:9;
1303:4;1304:11;
1440:24;1448:22
1307:21;1311:2;
whereby (1)
1336:23;1338:22;
1412:25
1339:20;1342:5;
Whereupon (1)
1346:14;1350:18;
1456:25
1351:15,16;1360:10;
white (1)
1372:26;1375:12;
1363:10
1380:24;1396:20;

NYS Supreme Court Reporters

(31) unless - white

ABN AMRO v.
DINALLO, MBIA
Whoa (1)
1349:2
whole (40)
1271:21;1276:19;
1284:23,24,25;1289:24;
1296:2;1298:11;
1299:11;1303:7;1306:8;
1307:14,15;1311:19;
1316:4;1337:16;
1342:11,12,13;1349:11,
17;1356:21;1373:22;
1374:3;1380:23;1382:9;
1395:4;1401:13,15;
1402:25;1409:11;
1414:22;1420:13;
1423:26;1424:26;
1425:12;1428:3,9;
1434:10;1438:16
wide (2)
1401:21;1402:10
William (1)
1327:17
willingness (1)
1312:12
win (3)
1292:10,11;1394:19
wins (1)
1292:8
within (15)
1290:6;1317:21;
1331:21;1334:10,23;
1335:20;1347:25;
1348:16;1357:25;
1358:8,18,22;1393:17;
1403:4;1451:16
without (7)
1276:16;1337:4,5;
1342:14;1355:13;
1361:11;1439:10
withstand (1)
1301:19
wondered (1)
1339:16
word (9)
1273:9;1277:12;
1332:17;1337:19;
1338:5;1360:16;1378:7;
1403:6;1419:4
wording (2)
1343:5;1450:13
words (22)
1272:24;1274:13,18,
19;1280:26;1286:2;
1289:12,21;1296:2,14,
24,25;1297:9,16;
1333:24;1335:7,10,25;
1368:3;1392:19;1402:9;
1446:22
work (17)
1274:23;1275:19;
1297:17;1309:2;
1310:24;1311:13,17;
1312:15,16;1313:21;
Min-U-Script

May 31, 2012


1389:2;1398:3;1400:8;
1413:11;1440:23,24;
1441:2
worked (5)
1351:16;1366:23;
1396:20;1424:23;
1440:19
working (3)
1269:8;1274:2;
1393:22
works (3)
1295:18;1363:4;
1448:21
world (10)
1316:19;1391:16;
1392:8,12;1400:25;
1401:10;1402:4,7;
1404:11;1408:7
worse (5)
1293:13;1408:4,5;
1439:20,21
worst (3)
1279:10;1320:24;
1321:3
worth (1)
1293:12
wound (1)
1293:12
write (8)
1296:8,12;1336:7;
1339:17,18;1372:20;
1399:17;1433:6
writing (16)
1281:12,13;1288:5;
1294:11;1314:16;
1340:14,25;1343:7;
1367:20;1368:5;
1411:12,19;1415:8,20;
1426:14;1443:13
writings (2)
1334:26;1375:24
written (21)
1274:20;1276:6;
1296:4;1305:18;
1314:26;1334:13,17;
1335:23;1336:2,2,3;
1343:26;1345:22;
1346:14;1369:21;
1370:16;1376:13;
1390:2;1398:23;1400:4;
1423:19
wrong (5)
1296:9,9,10;1314:9;
1338:23
wrote (7)
1296:12;1297:4;
1370:24;1371:22;
1372:20;1444:18,20

1384:24;1385:7,26
year (9)
1275:5;1282:18,20;
1366:24,25;1374:10;
1389:8;1414:23;1437:8
year-long (3)
1274:6,7,8
years (33)
1276:5;1279:5;
1281:24;1291:9;1309:3,

7;1317:13;1327:18;
1330:15;1332:9;
1338:15,16;1341:24;
1346:8;1348:23;
1356:17;1371:14,22;
1386:16;1388:6,7;
1390:2;1391:18;
1394:20;1422:7;
1432:17;1436:25;
1437:15,22;1443:4;
1445:18;1450:25;
1455:10
yesterday (2)
1342:13;1413:24
YORK (57)
1267:2,8,14;1268:6,6,
13,13,18,19,19;1276:22;

1278:16,19;1280:2;
1281:9;1287:3;1299:26;

1301:24;1303:19;
1305:16;1307:3;
1309:21;1324:3,7;
1327:6;1328:22;1329:6;

1337:13,14;1338:2,7;
1342:21;1347:14;
1350:2;1356:23;1359:4;

1367:22;1372:17;
1400:26;1401:15;
1420:6;1422:6;1428:14,

16;1429:24;1434:25;
1436:18;1451:22;
1452:14,17;1453:9,11,
24;1454:10,15,24;
1456:13
young (2)
1269:11;1295:19

Z
zero (3)
1293:13,13,14

Y
Yates (5)
1304:14;1382:21;
NYS Supreme Court Reporters

(32) Whoa - zero