Time: Wed Aug 20 06:28:01 1997
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	Wed, 20 Aug 1997 06:20:18 -0700 (MST)
Date: Wed, 20 Aug 1997 06:18:56 -0700
To: (Recipient list suppressed)
From: Paul Andrew Mitchell [address in tool bar]

>A Citizens United Monograph
>The seeds of the Whitewater scandal were planted in the late 1970s. In 
>August 1978, Bill Clinton, who was then Arkansas attorney general, and 
>his wife, Hillary Rodham, joined James McDougal and his wife, Susan, in 
>purchasing a 230+ acre tractof land located south of Crooked Creek and 
>west of the White River in Marion County, Arkansas.1 Jim McDougal and 
>Bill Clinton were long-time friends, having met when they worked 
>together on Senator J. William Fulbright's (D-AR) staff in Washington, 
>D.C. in the late 1960s.2
>The Clintons and McDougals purchased the Whitewater tract from 101 
>River Development, Inc. for $202,611.20. The purchase was financed by a 
>$186,611.20 mortgage through the Citizens Bank & Trust Company.3 The 
>bank's president, James Patterson, Jr., was also corporate secretary of 
>101 River Development, Inc.4 The mortgage suggests the Clintons and 
>McDougals made a $20,000 down payment on the property. However, records 
>indicate the down payment was financed by a $20,000 unsecured loan from 
>Union National Bank of Little Rock which was personally signed for by 
>Bill Clinton and Jim McDougal.5
>In November 1978, Bill Clinton was elected to his first term as 
>governor of Arkansas. Shortly after taking office, Clinton made Jim 
>McDougal his top economic advisor.6
>  $48,000 PAPER PROFIT
>In June 1979, the Clintons and McDougals formed the Whitewater 
>Development Company, Inc. (WDC).7 The primary objective of WDC was 
>"[t]o engage in the business of owning, selling, developing, managing 
>and improving real property."8 On September 30, 1979, the two couples 
>sold their interests in the Whitewater land tract to their newly formed 
>WDC.9 While the exact selling price has not been made public, real 
>estate transfer tax payments suggest the price was in the neighborhood 
>of $250,000.10 This would indicate a capital gain of about $48,000 for 
>the Clintons and McDougals. However the gain appears to have been more 
>a paper profit than a realized cash gain, as there are no publicly 
>available records indicating a cash transfer from WDC to the Clintons 
>and McDougals at the time of the property sale. In addition, the 
>Clintons and McDougals remained personally obligated for the mortgage 
>on the tract.
>Although Bill Clinton was Arkansas' leading political figure throughout 
>the 1980s, his political career received a serious jolt when he lost 
>his campaign for re-election during the Reagan landslide of 1980. As 
>was the case with many Democrats, liberalism and high taxes were major 
>factors in Clinton's humiliating defeat at the polls. After leaving 
>office, Clinton joined the Little Rock law firm of Wright, Lindsey & 
>Jennings where he practiced law and planned his political comeback.11
>With Bill Clinton out of office, Jim McDougal left state government to 
>go into the banking business. He purchased Madison Bank & Trust of 
>Kingston, Arkansas, which he later renamed Madison Bank & Trust.12
>1980 also saw a series of unusual transactions involving the Clinton 
>and McDougal-owned Whitewater Development Company.
>On October 14, Whitewater lot #7, which was described as "its best 
>piece of land," was sold to Chris V Wade &Associates (a.k.a. Ozarks 
>Realty Co.) for approximately $2,000. The next day, Chris V Wade & 
>Associates resold the lot for approximately $35,000,13 a profit of 
>1,650 percent in just 24 hours.
>Adding to the intrigue of this series of transactions is Chris Wade's 
>relationship with the Clintons and McDougals. Wade was the real estate 
>agent who represented the two couples in their Whitewater venture.14 
>Moreover he has publicly disputed the Clintons' claim that they lost 
>money on their Whitewater investment.15
>Another extraordinary transaction involved Hillary Clinton, then known 
>as Hillary Rodham. On December 16, McDougal's Bank of Kingston loaned 
>Hillary $30,000 to build what was called a "model home" on WDC lot 
>#13.16 On December 28,lot # 13 was transferred from WDC to Hillary 
>Rodham.17 The next day, $30,000 was deposited in the WDC account at the 
>Bank of Kingston.18 While a home was eventually built on lot #13, it 
>apparently was not a "model home." On November 10,1981, Hillary Rodham 
>sold lot #13 and the home to Mr. Hillman Logan for $27,500.19 It is 
>unclear from publicly available documents whether Hillary suffered an 
>actual loss on this series of transactions or whether her paper loss 
>was somehow covered by WDC. It is known that as late as January 8, 
>1982, WDC made a $6,361.65 interest payment on Hillary's loan to 
>Madison Bank & Trust (the Bank of Kingston having been renamed by Jim 
>McDougal).20 Hillary was receiving reimbursement for 1983 property tax 
>payments on the lots as late as November 1984.21 Additionally, bank 
>records indicate that the $30,000 model home mortgage was not fully 
>paid off until October 19, 1983, almost two years after Hillary sold 
>thelot.22 The mortgage pay-off was apparently made possible by a 
>$20,800 personal loan to Bill Clinton from the Security Bank of 
>Paragould. The check was made payable to Madison Bank & Trust and noted 
>as "loan proceeds for Gov. BillClinton."23
>Hillary was not the only member of the Clinton household to receive 
>credit from McDougal's bank. On February 20, 1982 ,Bill Clinton wrote a 
>personal check for $20,744.65 to Madison Bank & Trust. A notation in 
>the lower left-hand comer of the check reads, "Re-payment of loan."24
>The Lyons report, issued by Bill Clinton's 1992 presidential campaign 
>for damage control, apparently included this loan as part of the 
>Clintons' Whitewater investment. It accounted for a large portion of 
>the nearly $70,000 loss the Clintons were claiming. But during his 
>March 25, 1994 news conference, President Clinton said he now recalls 
>that the loan was actually for a cabin built for his late mother.25 It 
>is hard to imagine that someone who had been earning about $35,000 
>before taxes would not remember making a $20,800 loan to his mother. In 
>any case, this particular loan had nothing to do with Whitewater and 
>should not have been listed as part of the Clintons' capital 
>1982 was also the year Jim McDougal purchased Madison Guaranty Savings 
>& Loan (Madison S&L), which should not be confused with the McDougal-
>owned Madison Bank & Trust.26 At the time, Madison S&L had 
>approximately $6 million in liabilities. By 1985, however Madison S&L 
>liabilities had grown to more than $123 million, due largely to 
>speculative real estate loans.27 The S&L was shut down by federal 
>regulators in 1989 at a cost to taxpayers of approximately $60 
>In November 1982, Bill Clinton made his political comeback by winning 
>the governorship by a 55-45 percent margin, becoming the first Arkansas 
>governor to regain the office after losing it in a prior election. But 
>Jim McDougal was not so lucky. He lost his bid to win a seat in 
>Congress to long-time GOP incumbent John Paul Hammerschmitt.
>By 1983, Capital Management Services, Inc. (CMS), a federally insured 
>small business investment company owned by judge David Hale, had begun 
>making sizable loans to members of the Arkansas political elite and 
>their friends. On September 16, a $50,000 loan was made to County 
>Cable, Inc., a company owned and operated by Jim Guy Tucker.29 On 
>November 30, an additional $50,000 CMS loan was issued to County 
>The problem with these seemingly innocent loans is that Capital 
>Management Services was licensed by the Small Business Administration 
>(SBA). As such, it was limited to lending to businesses that were 
>socially or economically disadvantaged. A man of considerable personal 
>wealth, Jim Guy Tucker was hardly qualified to receive these loans.
>Tucker is currently governor of Arkansas, having moved up from the 
>position of lieutenant governor following Bill Clinton's election to 
>the presidency. At the time of the CMS loans, Tucker was a partner in 
>the law firm of Mitchell, Williams, Selig, Jackson & Tucker,31 a law 
>firm that also served as legal counsel to Madison S&L. The attorney who 
>performed the bulk of the fires legal work for Madison was none other 
>than Beverly Bassett Schaffer, whom Gov. Clinton would later appoint as 
>head of the Arkansas Securities Commission.32 In addition to the CMS 
>loans, Tucker also secured business loans from Madison S&L.33
>By 1984, WDC had begun running negative balances in its checking 
>accounts at both Madison Bank & Trust and Madison S&L. According to 
>Congressman Jim Leach (R-IA), ranking Republican on the House Banking 
>Committee, these overdrafts often resulted from payments on loans for 
>which Bill and Hillary Clinton were personally liable.34 For example, 
>on October 4, 1984, WDC made a $4,811.19 payment on a personal loan of 
>Bill Clinton's from the Security Bank ofParagould.35 This was the 
>unsecured personal loan used to pay off the balance on the Whitewater 
>lot # 13 mortgage for which Hillary Clinton was personally liable. 
>Documents indicate that $2,811.19 of this payment was for interest, 
>which the Lyons report concludes the Clintons inadvertently deducted 
>from their personal taxes.36 Check stubs from the WDC account indicate 
>the payment resulted in an overdraft of more than $2,900.37 On November 
>11, 1985, WDC made a$7,322.42 payment on a Bill Clinton loan from 
>Security Bank of Paragould. However this payment was drawn on WDC's 
>account at Madison S&L, resulting in a $7,309.93 overdraft in the 
>account.38 The check was covered the following day bya $7,500 deposit 
>from Madison Marketing.39
>On paper, Madison Marketing was owned and operated by Susan McDougal. 
>But in reality it appears that it was an arm of Madison S&L and its 
>subsidiary, Madison Financial Corporation.
>Like her husband, Susan McDougal served on the Madison S&L Board of 
>Directors. In fact, Susan served as the S&L corporate secretary and 
>treasurer.40 According to a 1986 report of the Federal Home Loan Bank 
>Board (FHLBB),Madison Marketing was set up for the sole purpose of 
>handling advertising for Madison S&L and Madison Financial Corporation, 
>Madison Marketing's only clients.41 Beginning in 1983, more than $1.5 
>million was funnelled through the S&L and its subsidiary.42 
>Approximately $200,000 of this amount was for the so called services of 
>Madison Marketing, which, according to the FHLBB report, amounted to 
>little more than adding its 15% fee to the bills of various advertising 
>venders and passing them along to Madison S&L.43 Additionally, Rep. 
>Leach says records on file with the Arkansas secretary of state 
>indicate that on July 26, 1986, Madison Financial Corporation filed an 
>application for registration to do business under the name "Madison 
>Marketing." Rep. Leach contends it is likely that this filing was 
>prompted by the FHLBB report which cited Madison Financial Corporation 
>for having failed to register as doing business under a fictitious 
>name.44 According to Rep. Leach, this interwoven relationship between 
>Madison Marketing, Madison Financial Corporation, and Madison S&L 
>provides an illustrative example of how Madison S&L depositor funds 
>were used to cover WDC overdrafts resulting from WDC's payments on 
>loans for which the Clintons were personally liable.45
>As mentioned above, federal regulators issued their first report on 
>January 20, 1984, raising serious questions about the financial 
>stability of Madison S&L. The FHLBB report concluded that:
>  The viability of the institution is jeopardized through the 
>institution's current investment and lending practices in real estate  
>development projects. There is a concentration of assets and loans in 
>land and development type properties. Prudent investment practices have 
>not been utilized in development projects and poor loan underwriting is 
>characteristic of loans originated. These long-term investments and 
>loans have been funded with short-term brokered deposits.
>  Substantial profits from the service corporation on the sale of real 
>estate owned have been improperly recognized. Such profits were 
>recognized as a result of contract sales and submarket interest rates. 
>Correcting entries will adversely affect the  net worth and result in 
>an insolvent position.46
>The report was especially critical of the S&L's management and its 
>Board of Directors, citing its "limited savings and loan industry 
>background."47 The report pointed out that no one in the S&L top 
>management had any S&L experience prior to joining Madison. Federal 
>auditors warned that the operations and activities of the S&L "warrant 
>close supervisoryattention."48
>Jim McDougal's reaction to the FHLBB report was to seek help from his 
>friends in high places. Hillary Rodham of the powerful Rose Law Firm 
>was eventually placed on a $2,000 per month retainer by Madison S&L. 
>According to McDougal, this financial arrangement was made through Gov. 
>Clinton, who stopped by the S&L during his morning jog through Little 
>Rock. Hillary's principal role was to deal with the state securities 
>commission, which, by then, was scrutinizing the S&L finances.49
>There is another side to this transaction. According to published 
>reports, McDougal claims that he put Hillary on retainer solely to 
>augment the Clintons' financial situation: "I asked him how much he 
>needed, and Clinton said 'about $2,000 a month'... I hired Hillary 
>because Bill came in whimpering they needed help."50
>Meanwhile, Gov. Clinton needed an infusion of cash to finance his re-
>election campaign. Instead of turning to Madison S&L, which, at the 
>time, was undergoing intense scrutiny, Clinton turned to his senior 
>campaign aide, Maurice Smith, who owned the Bank of Cherry Valley. 
>Smith's bank loaned Clinton $50,000.51 In November 1984, Gov. Clinton 
>was easily re-elected with 64% of the vote.
>In addition to the campaign loan, the Bank of Cherry Valley apparently 
>loaned money to help underwrite the Clintons' and McDougals' Whitewater 
>investment. On December 4, WDC made a $3,276-18 loan payment to the 
>Bank of Cherry Valley. WDC check stubs indicate the payment resulted in 
>a $9,162.53 overdraft in the company's Madison Bank & Trust checking 
>On January 16, 1985, while the Arkansas State Securities Commission was 
>investigating Madison S&L, Gov. Clinton appointed his close friend 
>Beverly Bassett Schaffer to serve as Arkansas State Securities 
>Commissioner.53 Ms. Schaffer had served as legal counsel for Madison 
>S&L when she worked at the law firm of Mitchell, Williams, Selig, 
>Jackson &Tucker. McDougal claims that he recommended to Gov. Clinton 
>that Schaffer be appointed to this position.54
>On March 1, Madison S&L's accounting firm, Frost & Company, issued a 
>report claiming the S&L was. actually solvent. The Frost report claimed 
>that as of December 31, 1984, Madison had assets of $48,961,154 and 
>liabilities of$48,818,206. The S&L was reported to have a net worth of 
>$142,948.55 The Frost report was a major tool used by Hillary Clinton 
>in persuading Beverly Bassett Schaffer and the State Securities 
>Commission to allow Madison S&L to remainopen.56 Coincidentally, 
>Frost's chief auditor on the Madison project, James Alford, had two 
>outstanding loans at Madison at the time.
>Soon after the Frost report was issued, Gov. Clinton appointed Madison 
>S&L CEO, John Latham, to the state's Savingsand Loan Board.57 The 
>appointment followed a strong recommendation from Jim McDougal, who 
>referred to Mr. Lathamas "a major contributor to your campaign."58 In 
>1989, Latham pleaded guilty to falsifying Madison's records.59
>In 1985, Hillary Clinton and the Rose Law Firm were officially brought 
>in to represent Madison S&L with its proposal for a public stock 
>offering.60 On April 30, Hillary presented the S&L's recapitalization 
>proposal to Ms. Schaffer.61 Despite warnings of the S&L's impending 
>failure from a State Securities Commission member, on May 14 Ms. 
>Schaffer informed Hillary Clinton that the plan was approved, having 
>accepted the Rose Law Firm's legal analysis of the proposal.62 However 
>the public stock offering was never implemented.
>On April 3, Jim McDougal withdrew approximately $30,000 from the WDC 
>account at Madison S&L, calling it a "loan repayment." The withdrawal 
>caused a $28,000 overdraft in the WDC account.63 On April 17, Madison's 
>real estate subsidiary, Madison Financial Corporation, covered the 
>deficit by authorizing the deposit of Jim McDougal's $30,000"annual 
>bonus" to the WDC account.64
>On the day after his withdrawal of $30,000 from WDC's account at 
>Madison S&L, McDougal hosted a fund-raising event which raised 
>approximately $30,000 to help Bill Clinton repay the balance on his 
>1984 campaign loan from the Bank of Cherry Valley.65 At least one of 
>the reported contributors to this fund-raiser denies having made the 
>contribution that bears his name. According to Clinton campaign 
>records, Kenneth Peacock, then a 24-year-old college student, was 
>credited with a $3,000 contribution made in the form of a Madison S&L 
>cashier's check.66 Mr. Peacock denies having made thiscontribution.67 
>However, Mr. Peacock's father Charles Peacock, who was a major borrower 
>at Madison S&L and at onetime served on the S&L's Board of Directors, 
>claims to have made the loan in his son's name.68 Other contributions 
>that have come under scrutiny include a $3,000 contribution attributed 
>to the late Dean Landrum, who was an employee of Charles Peacock, and a 
>$3,000 contribution attributed to Jim McDougal's wife, Susan.69 The 
>Washington Post reported that the Resolution Trust Corporation (RTC) 
>believes as much as $60,000 in Madison S&L depositor funds was diverted 
>to the 1984 Clinton campaign.70
>On May 30, 1985 Whitewater's tangled web became even more complicated. 
>WDC traded two dozen lots to Ozark Air Services, Inc. for an airplane 
>purportedly valued at $35,000.71 It was actually Chris Wade who gained 
>possession of the lots and Jim McDougal who gained possession of the 
>airplane. "I had an airplane and no money, and they had the lots," 
>recalled Wade in a subsequent interview.72 McDougal eventually sold the 
>airplane to a Little Rock flying service. The following day, the flying 
>service sold the plane to one of McDougal's employees, who reportedly 
>financed the purchase through MadisonS&L.73 Citizens United has been 
>advised that the McDougal employee who purchased the aircraft was Seth 
>Ward. Mr. Ward is the father-in-law of former Associate Attorney 
>General Webster Hubbell, who resigned facing damaging disclosures 
>related to his billing practices at the Rose Law Firm. Ward was also a 
>member of the Board of Directors of Madison Financial Corporation at 
>the time that Hubbell, as a partner at the Rose Law Firm, represented 
>the RTC in recovering depositor funds following the collapse of Madison 
>The airplane sale was not the only possible sweetheart deal involving 
>Seth Ward or Webster Hubbell in 1985. Their Park-O-Meter company (POM) 
>received a $2,750,000 loan through the newly-created Arkansas 
>Development and Finance Authority (ADFA).75 ADFA was set up by Gov. 
>Clinton as a bond agency to generate funds for small business loans to 
>create new jobs within the state of Arkansas.76 As one of the largest 
>parking meter companies in the nation, POM was clearly not a small 
>business. ADFA gave many other such loans to business enterprises of 
>the Clintons' friends and associates, including Rose Law Firm attorneys 
>and their families.
>More than $2 million in ADFA loans also went to Pine Bluff Warehouse, 
>whose chairman was the father of former Rose Law Firm partner William 
>H. Kennedy III, who currently serves as Associate White House 
>Counsel.77 Additionally, Rose Law Firm attorneys provided a large 
>portion of the legal work on many ADFA public bond offerings.78
>David Hale's Capital Management Services was similarly handing out 
>taxpayer-funded loans to business ventures associated with Bill 
>Clinton's inner circle of friends and political allies.
>Judge Hale says that he was first approached about helping the Clintons 
>with a loan in the latter part of 1985.79 Hale says Clinton later 
>requested that CMS loan money to Susan McDougal to help clean up 
>Madison S&L's books prior to the scheduled visit from federal 
>On April 3, 1986, Judge Hale came through. CMS made a $300,000 SBA loan 
>to Susan McDougal and her newest business venture, Master Marketing,81 
>which, according to a "Confidential Data" report, was a real estate 
>brokerage and land development firm.82 Mrs. McDougal received the SBA 
>loan, which, as in the case of Jim Guy Tucker and County Cable, should 
>have been reserved for economically or socially disadvantaged 
>businesses. Three months before applying for the loan, the McDougals 
>estimated their assets at over $3 million.83
>The funds were supposed to have been used for various real estate 
>development projects, none of which were related to WDC or Madison S&L 
>financial problems.84 In fact, a large portion of the loans proceeds 
>were used as a down payment by WDC to purchase a parcel of land from 
>the International Paper Company.85 WDC ultimately defaulted on this 
>transaction and International Paper repossessed the property.86 The 
>$300,000 taxpayer-guaranteed CMS loan was neverrepaid.87
>Meanwhile, the financial problems of Jim McDougal and Madison S&L 
>continued to escalate. On March 4, 1986, the FHLBB issued a second 
>highly critical report on the S&L's financial status. The report 
>accused Mr. McDougal of "divert[ing] substantial amounts of funds [from 
>projects underwritten wit Madison S&L loans] to himself and others, who 
>are considered to be insiders (relatives of Mr. McDougal employees, 
>relatives of employees and friends)."88 In August, federal regulators 
>issued a cease and desist order directing the S&L to comply with 
>federal savings and loan regulations.89 Under pressure from federal 
>regulators, Jim McDougal was eventually removed from the S&L's Board of 
>In November 1986, Bill Clinton was elected to fourth term as governor. 
>He would not have to see re-election again until1990, as the governor's 
>term had been extended from two years to four years.91
>While 1987 was a relatively quiet year, there was at least one 
>significant Whitewater-related development. According to Jim McDougal, 
>at some point during the year Hillary Clinton demanded and was given 
>all WDC records. The McDougals say that the records were turned over to 
>Hillary at the governor's mansion in Little Rock.92 But when the 
>Whitewater story first broke during the 1992 presidential campaign, the 
>Clintons claimed they did not have any files. Yet, as The Washington 
>Post reported, a few weeks later "Clinton aides had assembled enough 
>documentation to prepare a 'forensic accounting' of the venture and 
>declare it a money-loser for the candidate and his wife."93
>Despite the fact that Jim McDougal had been removed from the Madison 
>S&L Board of Directors, he and his wife were still the majority 
>stockholders in the S&L. However, on June 1, 1988 they signed a proxy 
>for the annual Madison S&L stockholders meeting, giving their votes to 
>David Hale's CMS.94 There is yet to be a public explanation for this 
>On September 14, Bill and Hillary Clinton regained ownership of 
>Whitewater lot #13 from the bankruptcy trustee representing the estate 
>of Hillman Logan.95 On October 31 they sold the lot to a couple that is 
>in no way implicated in the Whitewater scandal.96 According to The New 
>York Times, the Clintons paid the bankruptcy trustee approximately 
>$8,000for the lot. But when they resold it six weeks later, they 
>received about $23,000 after deducting closing costs.97 Even assuming 
>Hillary Clinton lost $2,500 on her initial sale of the lot in 1981, 
>publicly available documents indicate the Clinton household netted a 
>capital gain of over $ 10,000 on all of their lot #13 transactions.
>The series of unusual dealings surrounding lot #13 is one of the many 
>matters that needs to be further investigated. These transactions not 
>only raise questions as to the truthfulness of the Clintons' claim that 
>they lost money on their Whitewater investment, but they also appear to 
>undermine the couple's assertion that they were merely passive 
>investors in WDC.
>In late November, Hillary Clinton wrote to Jim and Susan McDougal 
>requesting that they grant her power of attorney for all matters 
>dealing with WDC.98 There is no record of the McDougals having complied 
>with this request. All the same, like the lot #13 transactions, this 
>request seems curious in light of the Clintons' assertion that they 
>were passive investors in the company.
>On December 7, CMS filed suit against Susan McDougal and her Master 
>Marketing company to recover its $300,000defaulted loan. On February 6, 
>1989 the court entered judgment against Mrs. McDougal and her 
>company.99 Judge Hale says none of the loan proceeds were ever 
>In March 1989 Madison S&L was taken over by federal regulators and 
>eventually shut down.101 Later in the year, Jim McDougal was indicted 
>on federal fraud charges, but he was ultimately acquitted at trial. As 
>stated earlier, the S&L failure cost taxpayers an estimated $60 
>Also in 1989, Rose Law Firm attorneys Vince Foster and Webster Hubbell 
>sought and obtained an FDIC contract to help recover lost depositor 
>funds that resulted from failed Arkansas S&Ls. Their efforts earned the 
>firm over $400,000.102
>Among the cases handled by the Rose Law Firm was the government's $10 
>million suit against Madison S&L accounting firm, Frost & Co. Rose 
>settled the case for less than $1 million.103
>Rose Law Firm attorney Hillary Clinton had represented Madison S&L, and 
>she had used the Frost & Co. report in her dealings with the State 
>Securities Commission to keep Madison S&L open in 1985. With a big-
>money contract at stake, the Rose Law Firm apparently saw no potential 
>conflict of interest arising out of their representation of the 
>government, despite the fact that they had previously used Frost & 
>Co.'s work in their representation of Madison S&L. Compounding this 
>potential conflict was the fact that from 1977 to 1983, the Clintons 

Paul Andrew Mitchell                 : Counselor at Law, federal witness
B.A., Political Science, UCLA;  M.S., Public Administration, U.C. Irvine

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