certain high level officers and executives of ComFed. These high level officers and executives, who were responsible for ensuring that ComFed's lending operations were conducted in accordance with law and sound banking practices, breached their fiduciary duties to ComFed by actively encouraging, knowingly acquiescing in, or negligently failing to detect, the wrongful conduct of ComFed's lending officers in the origination of mortgage loans. These high level officers and executives further harmed ComFed by themselves engaging in transactions that involved intentional misconduct, self-dealing or gross negligence. By engaging in such wrongful conduct, these high level officers and executives breached their fiduciary duties of care and loyalty to ComFed, violated federal banking statutes and regulations governing the thrift industry, breached their employment agreements, and defrauded ComFed. As a result of their wrongful conduct, ComFed has suffered extensive damages. THE PARTIES 4. Plaintiff ComFed Savings Bank, FSB, is a federally chartered, federally insured savings bank having its principal place of business at 45 Central Street, Lowell, Middlesex County, Commonwealth of Massachusetts. ComFed Savings Bank, FSB, is in the business, inter alia, of originating, buying, selling, and servicing mortgage loans. 5. Plaintiff ComFed Mortgage Co., Inc., is a corporation duly organized under the laws of the Commonwealth of Massachusetts having its principal place of business at 44 Middle -3- Click the arrow for the next page