Full opinion text
MEMORANDUM OPINION BENNETT, District Judge. TABLE OF CONTENTS I. PROCEDURAL BACKGROUND. 1197 II. THE MOTION TO AMEND. 1198 III. STANDARDS FOR SUMMARY JUDGMENT. 1199 IV. FINDINGS OF FACT. 1201 A. Undisputed Facts 1201 B. Disputed Facts 1201 V. LEGAL ANALYSIS. 1202 A. The Whistle-Blower Count 1202 1. Personal Liability of Bank Director Under § 1831j 1203 2. Liability Of The Bank Under 1831j 1204 a. Burdens Of Proof 1204 b. Rouse’s Participation In The Alleged Misconduct He Disclosed 1210 B. The Wrongful Discharge Count 1210 C. The Claim For Breach Of Covenant Of Good Faith And Fair Dealing 1213 D. The Age Discrimination Claim 1214 E. The Intentional Infliction of Emotional Distress Claim 1215 VI. LACK OF A FEDERAL QUESTION. 1219 VII. CONCLUSION. 1220 This lawsuit arises out of the termination of a bank officer who was the president, cashier, and chief executive officer of the bank following examination of the bank by state and federal bank examiners. The officer’s complaint alleges discharge in violation of a federal “whistle-blower” protection statute, 12 U.S.C. § 1831j, and state law claims of wrongful discharge, breach of covenant of good faith and fair dealing, age discrimination, and infliction of emotional distress. Defendants, the bank, bank holding company, and majority stockholder, have jointly moved for summary judgment on all claims on the grounds that there is a lack of evidence to generate a material issue of fact or that the claims are barred as a matter of law. I. PROCEDURAL BACKGROUND Plaintiff Denny Franklin Rouse filed his complaint in this action on July 10, 1992, following his termination on November 15, 1991, as president, cashier, and chief executive officer of defendant Farmers State Bank of Jewell, Iowa (Bank). Additional defendants are David H. Hill, who is chairman of the board of directors for the Bank and owner, through a wholly owned holding company, defendant Hill Investment Co. (HIC), of a majority of the outstanding shares of the Bank. Rouse’s complaint is in five counts. Count I alleges that Rouse was discharged in violation of the “whistle-blower” provisions of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA), 12 U.S.C. § 1831j. Count II alleges wrongful discharge of an “at will” employee contrary to public policy in violation of Iowa law. This count alleges that Rouse’s discharge was without just cause, in violation of a reasonable expectation of permanent employment, occurred without prior complaint concerning his conduct and while he was performing his duties adequately. Count III alleges breach of an implied covenant of good faith and fair dealing and asks this court to recognize such a cause of action under Iowa law. Count IV alleges age discrimination in violation of Iowa Code Ch. 216 (1993). Count V alleges infliction of emotional distress in violation of Iowa common law on the ground that discharging Rouse constituted outrageous conduct. Rouse demanded a jury trial of this action. On September 19, 1994, Rouse moved for leave to amend the complaint to add a sixth count alleging defamation. Defendants answered the original complaint on October 2, 1992, and additionally asserted affirmative defenses. Defendants asserted that Rouse’s state law claims were preempted by 12 U.S.C. § 1831j, that Rouse was not entitled to “whistle-blower” protection under 12 U.S.C. § 1831j because he deliberately caused and participated in the alleged violation of laws or regulations he allegedly reported to the FDIC, that Rouse was an “at-will” employee terminable with or without cause, that Rouse’s claims of emotional distress were barred by operation of the Iowa Workers Compensation Act, Iowa Code Ch. 85, and that Rouse was terminated for good cause and legitimate business concerns, including misconduct. The court amended the scheduling order in this matter on three occasions, in part because of a serious accident involving Hill. Jury trial was finally set for October 17, 1994. On August 11, 1993, in an order amending the scheduling order, the court set November 1, 1993, as a deadline for motions to amend pleadings under Federal Rule of Civil Procedure 15. While the parties sought and received from the court various extensions of other deadlines, the November 1, 1993 deadline for motions to amend was never extended. The deadline for dispositive motions was set for August 15, 1994. On that date, defendants filed the present motion for summary judgment. Rouse resisted the motion on September 9, 1994, and defendants filed a reply on September 16, 1994. Hearing was held on the motion for summary judgment and on Plaintiffs motion to amend on September 27, 1994. Rouse was represented by counsel Gerald W. Crawford, Crawford Law Firm, Des Moines, Iowa. Defendants Bank, HIC, and Hill were represented by counsel Nicholas V. Critelli, Jr., Nick Critelli Associates, Des Moines, Iowa. These matters are now fully submitted. II. THE MOTION TO AMEND The court will first consider Rouse’s motion to amend, then turn to consideration of defendants’ motion for summary judgment. On September 19, 1994, Rouse moved for leave to amend the complaint to add a sixth count alleging defamation. Fed. R.Civ.P. 15(a) states that leave to amend “shall be freely given when justice so requires.” However, the policy favoring liberal allowance of amendment does not mean that the right to amend is absolute. Thompson-El v. Jones, 876 F.2d 66, 67 (8th Cir.1989). The Supreme Court has interpreted Rule 15(a) to mean that “absent a good reason for denial — such as undue delay, bad faith or dilatory motive, repeated failure to cure deficiencies by amendments previously allowed, undue prejudice to the non-moving party, or futility of the amendment — leave to amend should be granted.” Id. (citing Foman v. Davis, 371 U.S. 178, 182, 83 S.Ct. 227, 230, 9 L.Ed.2d 222 (1962)). The court must consider the prejudice to the opponent, whether additional discovery would be required, and whether the court’s docket would be adversely affected. Elema-Schonander, Inc. v. K.C.F. Medical Supply, 869 F.2d 1124 (8th Cir.1989). Grant or denial of leave to amend is within the trial court’s discretion, Butler v. City of North Little Rock, Ark., 980 F.2d 501, 506 (8th Cir.1992), but the trial court should state reasons for its denial of a motion to amend. See Twin City Const. v. Turtle Mountain Indians, 911 F.2d 137, 139 (8th Cir.1990) (refusal to state reasons for denial suggests abuse of discretion); Thompson-El v. Jones, 876 F.2d 66, 67 n. 3 (8th Cir.1989) (trial court’s failure to articulate its reasons for denying the motion is not per se an abuse of discretion but is not good policy). In the present ease, however, Rouse’s motion to amend comes well after the applicable scheduling deadline — some ten months late. Pursuant to Fed.R.Civ.P. 16(b), the court has the authority to enter scheduling orders. Fed.R.Civ.P. 16(b) states, in pertinent part, that a court’s scheduling order “shall not be modified except upon a showing of good cause and by leave of the district judge or, when authorized by local rule, by a magistrate judge.” Fed.R.Civ.P. 16(b) (Emphasis added). The reason for the “good cause” requirement for modification of a court’s scheduling order is that [s]uch orders and their enforcement are regarded as the essential mechanism for cases becoming trial-ready in an efficient, just, and certain manner. The control of these schedules is deliberately reposed in the court, and not in counsel, so that this end may be achieved. Public Citizen v. Liggett Group, Inc., 858 F.2d 775, 790 (1st Cir.1988), cert. denied, 488 U.S. 1030, 109 S.Ct. 838, 102 L.Ed.2d 970 (1989); Compagnie Nationale Air France v. Port of New York Authority, 427 F.2d 951 (2nd Cir.1970); Forstmann v. Culp, 114 F.R.D. 83, 85 (M.D.N.C.1987); Gestetner Corp. v. Case Equipment Co., 108 F.R.D. 138, 141 (D.Me.1985). Kramer v. The Boeing Company, 126 F.R.D. 690, 696 (D.Minn.1989). A scheduling order is an important tool in controlling litigation. Jochims v. Isuzu Motors, Ltd., 145 F.R.D. 507, 510 (S.D.Iowa 1992). A magistrate judge’s scheduling order “is not a frivolous piece of paper, idly entered, which can be cavalierly disregarded by counsel without peril.” Gestetner Corp. v. Case Equip. Co., 108 F.R.D. 138, 141 (D.Me.1985). Scheduling orders have become increasingly critical to the district court’s case management responsibilities because “[i]t is well known that we litigate these days under the burden of heavy caseloads and clogged court calendars.” Id. The court in Geiserman v. MacDonald, 893 F.2d 787 (5th Cir.1990), also observed that the flouting of discovery deadlines causes substantial harm to the judicial system. The court stated: [djelays [in litigation] are a particularly abhorrent feature of today’s trial practice. They increase the cost of litigation, to the detriment of the parties enmeshed in it; they are one factor causing disrespect for lawyers and the judicial process; and they fuel the increasing resort to means of nonjudicial dispute resolution. Adherence to reasonable deadlines is critical to restoring integrity in court proceedings. Id. at 792. Adherence to reasonable deadlines is therefore critical to maintaining integrity in court proceedings. Although the Eighth Circuit Court of Appeals has not had reason to pass upon the issue, the Ninth Circuit Court of Appeals distinguished between the requirements of Rule 15(a) and Rule 16(b). Unlike Rule 15(a)’s liberal amendment policy which focuses on the bad faith of the party seeking to interpose an amendment and the prejudice to the opposing party, Rule 16(b)’s “good cause” standard primarily considers the diligence of the party seeking the amendment. The- district court may modify the pretrial schedule “if it cannot reasonably be met despite the diligence of the party seeking the extension.” Moreover, carelessness is not compatible with a finding of diligence and offers no reason for a grant of relief. Although the existence or degree of prejudice to the party opposing the modification might supply additional reasons to deny a motion, the focus of the inquiry is upon the moving party’s reasons for seeking modification. If that party was not diligent, the inquiry should end. Johnson v. Mammoth Recreations, Inc., 975 F.2d 604, 609 (9th Cir.1992) (citations omitted). Here, the proposed amendment would have the effect of reopening the pleadings shortly before trial, with the effect of requiring additional discovery and trial preparation. Furthermore, defense counsel stated at the hearing on these motions that allowance of the amendment would necessitate substantial new discovery on the defamation claim concerning totally new issues both factually and legally in this litigation and a continuance of the trial date. The court agrees. Additional discovery and trial preparation which results from late amendment constitutes prejudice of sufficient magnitude to deny a motion to amend. See Zurn Constructors, Inc. v. B.F. Goodrich Co., 746 F.Supp. 1051, 1055 (D.Kan.1990). See also Hannah v. City of Overland, Mo., 795 F.2d 1385, 1392 (8th Cir.1986) (district court did not abuse discretion in denying amendment where motion was filed shortly before trial was to commence, the litigation had been pending three years, and the deadline for pleadings and motions has passed). Plaintiffs motion to amend is therefore denied. III. STANDARDS FOR SUMMARY JUDGMENT The Eighth Circuit recognizes “that summary judgment is a drastic remedy and must be exercised with extreme care to prevent taking genuine issues of fact away from juries.” Wabun-Inini v. Sessions, 900 F.2d 1234, 1238 (8th Cir.1990). On the other hand, the Federal Rules of Civil Procedure have authorized for nearly 60 years “motions for summary judgment upon proper showings of the lack of a genuine, triable issue of material fact.” Celotex Corp. v. Catrett, 477 U.S. 317, 327, 106 S.Ct. 2548, 2555, 91 L.Ed.2d 265 (1986). Thus, “summary judgment procedure is properly regarded not as a disfavored procedural shortcut, but rather as an integral part of the Federal Rules as a whole, which are designed ‘to secure the just, speedy and inexpensive determination of every action.’ ” Wabun-Inini, supra, at 1238 (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 327, 106 S.Ct. 2548, 2555, 91 L.Ed.2d 265 (1986)); Hartnagel v. Norman, 953 F.2d 394, 396 (8th Cir.1992). The standard for granting summary judgment is well established. Rule 56 of the Federal Rules of Civil Procedure states in pertinent part: Rule 56. Summary Judgment (b) For Defending Party. A party against whom a claim ... is asserted ... may, at any time, move for summary judg- ment in the party’s favor as to all or any part thereof. (e) Motions and Proceedings Thereon____ The judgment sought shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(b) & (c) (emphasis added); see also Celotex Corp. v. Catrett, 477 U.S. 317, 322-23, 106 S.Ct. 2548, 2552-53, 91 L.Ed.2d 265 (1986); Munz v. Michael, 28 F.3d 795, 798 (8th Cir.1994); Roth v. U.S.S. Great Lakes Fleet, Inc., 25 F.3d 707, 708 (8th Cir.1994); Cole v. Bone, 993 F.2d 1328, 1331 (8th Cir.1993); Woodsmith Publishing Co. v. Meredith Corp., 904 F.2d 1244, 1247 (8th Cir.1990); Wabun-Inini, 900 F.2d at 1238 (citing Fed.R.Civ.P. 56(c)). A court considering a motion for summary judgment must view all the facts in the light most favorable to the nonmoving party, here Rouse, and give Rouse the benefit of all reasonable inferences that' can be drawn from the facts. Matsushita v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 1356, 89 L.Ed.2d 538 (1986) (quoting United States v. Diebold, Inc., 369 U.S. 654, 655, 82 S.Ct. 993, 994, 8 L.Ed.2d 176 (1962)); Munz v. Michael, 28 F.3d 795, 796 (8th Cir.1994); Allison v. Flexway Trucking, Inc., 28 F.3d 64, 66 (8th Cir. 1994); Johnson v. Group Health Plan, Inc., 994 F.2d 543, 545 (8th Cir.1993); Burk v. Beene, 948 F.2d 489, 492 (8th Cir.1991); Co-day v. City of Springfield, 939 F.2d 666, 667 (8th Cir.1991), cert. denied, — U.S. -, 112 S.Ct. 1170, 117 L.Ed.2d 416 (1992). Procedurally, the moving parties, the Bank, Hill, and HIC, bear “the initial responsibility of informing the district court of the basis for their motion and identifying those portions of the record which show lack of a genuine issue.” Hartnagel, 953 F.2d at 395 (citing Celotex, 477 U.S. at 323, 106 S.Ct. at 2552-54); see also Reed v. Woodruff County, Ark., 7 F.3d 808, 810 (8th Cir.1993). The Bank, Hill, and HIC are not required by Rule 56 to support their motion with affidavits or other similar materials negating the opponent’s claim. Id. “When a moving party has carried its burden under Rule 56(c), its opponent must do more than simply show there is some metaphysical doubt as to the material facts.” Matsushita, 475 U.S. at 586, 106 S.Ct. at 1356. Rouse is required under Rule 56(e) to go beyond the pleadings, and by affidavits, or by the “depositions, answers to interrogatories, and admissions on file,” designate “specific facts showing that there is a genuine issue for trial.” Fed.R.Civ.P. 56(e); Celotex, 477 U.S. at 324, 106 S.Ct. at 2553; Martin v. ConAgra, 784 F.Supp. 1394, 1395 (1992). Although “direct proof is not required to create a jury question, ... to avoid summary judgment, ‘the facts and circumstances relied upon must attain the dignity of substantial evidence and must not be such as merely to create a suspicion.’ ” Metge v. Baehler, 762 F.2d 621, 625 (8th Cir.1985) (quoting Impro Products, Inc. v. Herrick, 715 F.2d 1267, 1272 (8th Cir.1983), cert. denied, 465 U.S. 1026, 104 S.Ct. 1282, 79 L.Ed.2d 686 (1984)), cert. denied, 474 U.S. 1057, 106 S.Ct. 798, 88 L.Ed.2d 774 (1986). “The necessary proof that the nonmoving party must produce is not precisely measurable, but it must be “enough evidence so that a reasonable jury could return a verdict for the nonmovant.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 257, 106 S.Ct. 2505, 2514-15, 91 L.Ed.2d 202 (1986); Allison v. Flexway Trucking, Inc., 28 F.3d 64, 66 (8th Cir.1994); Martin, 784 F.Supp. at 1395. In Anderson, 477 U.S. at 249, 106 S.Ct. at 2510-11, Celotex, 477 U.S. at 323-24, 106 S.Ct. at 2552-53, and Matsushita, 475 U.S. at 586-87, 106 S.Ct. at 1355-56, the Supreme Court established that a summary judgment motion should be interpreted by the trial court to accomplish its purpose of disposing of factually unsupported claims, and the trial judge’s function is not to weigh the evidence and determine the truth of the matter, but to determine whether there is a genuine issue for trial. Johnson v. Enron Corp., 906 F.2d 1234, 1237 (8th Cir.1990). The trial court, therefore, must “assess the adequacy of the nonmovants’ response and whether that showing, on admissible evidence, would be sufficient to carry the burden of proof at trial.” Hartnagel, 953 F.2d at 396 (citing Celotex, 477 U.S. at 322, 106 S.Ct. at 2552). If the nonmoving party fails to make a sufficient showing of an essential element of a claim with respect to which it has the burden of proof, then the moving party is “entitled to judgment as a matter of law.” Celotex, 477 U.S. at 323, 106 S.Ct. at 2552; Woodsmith, 904 F.2d at 1247. However, if the court can conclude that a reasonable jury could return a verdict for the nonmovant, then summary judgment should not be granted. Anderson, 477 U.S. at 248, 106 S.Ct. at 2510; Burk, 948 F.2d at 492; Woodsmith, 904 F.2d at 1247. With these standards in mind, the court turns to consideration of the defendants’ motion for summary judgment. TV. FINDINGS OF FACT A. Undisputed Facts The following facts are undisputed. Rouse became president, cashier, and chief executive officer of the Bank in September of 1987. There was no written agreement between the Bank and Rouse concerning Rouse’s employment. Rouse’s duties included running the day-to-day operations of the Bank, supervising personnel, and chairing the Bank’s Loan Committee. In February of 1991, the Iowa Department of Commerce, Banking Division, conducted an on-sight examination of the Bank. Following this examination, the Bank’s “CAMEL” rating was reduced. The Bank was examined again in August of 1991, this time by the Federal Deposit Insurance Corporation (FDIC). During the period when federal examiners were in the Bank, Rouse left for a previously scheduled vacation. Defendant Hill asserts that Rouse’s “abandonment” of the bank during the examination required him to return to Iowa on short notice to face inquiries from the examiners. The FDIC indicated its intention to require the Bank to enter into a “Cease and Desist” Order, permitting the Bank to continue operations subject to restrictive rules and regulations. The Bank and the FDIC eventually entered into a Memorandum of Understanding (MOU) to permit continued operation of the Bank. Hill states that it was his belief that the MOU with the FDIC “mandated” Rouse’s removal as president of the Bank. The MOU describes the duties of the new president of the Bank, Robert Baird, and does not mention Rouse. The MOU specifically restricts Hill’s own involvement in the day-to-day operations of the Bank. Memorandum of Understanding, Plaintiffs Exhibit 1 to Resistance to Motion for Summary Judgment. Rouse was terminated by the Bank’s Board of Directors on November 15, 1991. At the time of his termination, Rouse was also a member of the Board of Directors. The other members were defendant Hill and Dennis Samuelson. Rouse, who was fifty-four at the time of his termination, was replaced as president of the Bank by Robert Baird, who was forty-two. B. Disputed Facts Rouse disputes the extent to which he exerted total day-to-day control over the Bank during his tenure as president. Rouse asserts that Hill actually initiated seventy percent of the “problem” loans investigated by the FDIC. Rouse also asserts that he provided information to FDIC examiners concerning some of those loans, and other activities of the Bank he believed to be improper. Rouse asserts that Hill had reason to know that Rouse had made disclosures to FDIC examiners, but Hill denies any knowledge of Rouse’s contacts with the examiners. Rouse also asserts that FDIC officials believed that Rouse was capable of continuing to run the Bank and that the FDIC was more concerned with removing Hill from day-to-day operations of the Bank. Rouse also asserts that as a result of the actions of defendants he has suffered destruction of his career and reputation in the community, anxiety and high blood pressure requiring medication, nightmares, headaches, dizziness, and loss of enthusiasm for his career. Defendants assert that Rouse was terminated for misconduct. They allege that Rouse’s termination was the result of the Bank’s worsening condition during Rouse’s tenure, Rouse’s departure on a vacation during the critical bank examination, and Rouse’s noncomplianee and difficulty with regulators at his previous employment, which resulted in Rouse’s personal payment of money penalties. These problems, defendants state, at a time when the Bank would have to work closely with regulators, led the defendants to make the business decision to remove Rouse. Defendants also assert that Rouse himself initiated two loans to people Rouse described as partners in a memorandum concerning the loans in January of 1991. If these two loans were to partners, they would have exceeded the Bank’s lending limit, but defendants contend that Rouse never disclosed this information to the Loan Committee. ■ The Bank also denies that the loan recipients in question were in fact partners. These allegedly illegal transactions in which Rouse allegedly participated were among the matters Rouse asserts he reported to FDIC officials. V. LEGAL ANALYSIS Defendants argue that if summary judgment is granted on the “whistle-blower” count, that Rouse’s wrongful discharge and infliction of emotional distress claims under Iowa law must also fail. They argue that it is dismissal for whistle-blowing that Rouse has asserted is the conduct in violation of public policy making his discharge wrongful. They also assert that it is dismissal for whistle-blowing that Rouse has alleged is the outrageous conduct on which he has based his emotional distress claim. Although the court does not agree with this reading of the complaint, the whistle-blower charge is the only federal question in this case, and the court will therefore consider it first. A. The Whistle-Blower Count Rouse alleges that his termination was the result of and followed closely upon the heels of his reporting of certain misconduct by the Bank to FDIC officials in violation of 12 U.S.C. § 1831j. Defendants argue that there is no genuine issue of material fact that they were unaware of any reporting by Rouse to anyone, so that they could not have retaliated for whistle-blowing. Rather, they argue that Rouse was terminated for business reasons during a critical time in the Bank’s existence. Furthermore, defendants argue that Hill cannot be held personally hable under 12 U.S.C. § 1831j, as liability under the statute only goes to the financial institution itself. The court will first consider Hill’s personal liability under the statute, then turn to the question of whether Rouse has presented a genuine issue of material fact concerning violation of the statute such that this count can survive summary judgment. 1. Personal Liability of Bank Director Under § 1831j Hill argues that he cannot be held personally hable under 12 U.S.C. § 1831j because he is not a “federally insured institution” and the statute has no provision for individual liability, citing Hicks v. Resolution Trust Corp., 767 F.Supp. 167, 172-73 (N.D.Ill.1991). Rouse argues that Hicks is distinguishable because the Bank in this case is simply an alter ego for Hill, the majority stockholder. In Hicks, the individual defendants also sought summary judgment on a claim brought pursuant to § 1831j on the ground that the whistle-blower statute does not apply to individual officers or directors. Hicks, supra, at 171. The court agreed: The plain language of the statute supports defendants’ contention. The whistle blower statute provides that a “federally insured depository institution” may not discharge or otherwise discriminate against employees based upon their conduct in providing information to banking agencies. 12 U.S.C. § 1831j(a). The remedies enumerated in the whistle blower statute permit the court to “order the depository institution which committed the violation” to reinstate the employee, pay compensatory damages or otherwise act to remedy any past discrimination. 12 U.S.C. § 1831j(c). Furthermore, 12 U.S.C. § 1813 defines the terms used in the whistle blower statute eliminating the need for further statutory interpretation. Depository institutions consist of any bank or savings association, 12 U.S.C. § 1813(c)(1), while an institution-affiliated party includes the directors, officers, employees or controlling stockholders for an insured depository institution. 12 U.S.C. § 1813(u). Since the whistle blower statute provides plaintiff with a remedy-only against the depository institution and not against the institution’s directors, officers, employees or controlling stockholders, Count II will be dismissed as to the individual defendants in both their official and individual capacities____ Hicks, supra, 171-72. This court agrees with the reasoning of the district court in Hicks. Furthermore, the court believes that the analysis of the statute in Hicks answers Rouse’s “alter ego” argument. “Institution-affiliated” parties, defined in 12 U.S.C. § 1813(u), including controlling stockholders, are not subject to liability under § 1831j, which specifies the liability of only the depository institution. 12 U.S.C. § 1831j(a). By the same token, HIC, which holds the Bank’s stock, cannot be held liable. Summary judgment will therefore be granted in favor of individual defendant David Hill and defendant HIC on Rouse’s whistle-blower claim under 12 U.S.C. § 1831j. 2. Liability Of The Bank Under 1831j a. Burdens Of Proof The parties have argued that a whistle-blower claim under § 1831j must be analyzed according to the procedures applicable to other retaliation claims under Title VII, citing Ellis v. NCNB Texas National Bank, 842 F.Supp. 243, 246 (N.D.Texas 1994). In Ellis, the court first required that the plaintiff establish a prima facie case of retaliation by proving that the plaintiff (1) engaged in protected activity, (2) that an adverse employment action occurred, and (3) that there was a causal connection between participation in the protected activity and the adverse employment decision. Ellis, supra, at 246. The court considered this prima facie showing to be a modification of the so-called “McDonnell Douglas” factors, after McDonnell Douglas Corp. v. Green, 411 U.S. 792, 93 S.Ct. 1817, 36 L.Ed.2d 668 (1973). Id. The court then applied the shifting burdens of production and proof most recently refined by the United States Supreme Court in St. Mary’s Honor Center v. Hicks, — U.S. -,-, 113 S.Ct. 2742, 2747, 125 L.Ed.2d 407 (1993). Id. 842 F.Supp. at 247. The Eighth Circuit Court of Appeals recently summarized this analytical procedure in Gaworski v. ITT Commercial Finance Corp., 17 F.3d 1104, 1108 (8th Cir.1994). In employment discrimination cases based on circumstantial evidence, courts apply the analytical framework of shifting burdens developed in McDonnell Douglas Corp. v. Green, 411 U.S. 792, 93 S.Ct. 1817, 36 L.Ed.2d 668 (1973), and refined in Texas Dep’t. of Community Affairs v. Burdine, 450 U.S. 248, 252-53, 101 S.Ct. 1089, 1093-94, 67 L.Ed.2d 207 (1981), and St. Mary’s Honor Center v. Hicks, - U.S. -, 113 S.Ct. 2742, 125 L.Ed.2d 407 (1993). Gaworski, supra, at 1108 (citing United States Postal Serv. Bd. of Governors v. Aikens, 460 U.S. 711, 716, 103 S.Ct. 1478, 1482, 75 L.Ed.2d 403 (1983)). Under McDonnell Douglas and its progeny, the employment discrimination plaintiff has the initial burden of establishing a prima facie ease of discrimination by producing evidence that would entitle him to prevail unless contradicted and overcome by evidence produced by the defendant. White v. McDonnell Douglas Corp., 985 F.2d 434, 435 (8th Cir.1993). If a prima facie case is established, the burden then shifts to the employer to rebut the presumption by producing evidence that the employer made the questioned employment decision for a legitimate, non-discriminatory reason. Id. The employer’s explanation of its actions must be “clear and reasonably specific,” Burdine, supra, 450 U.S. at 258, 101 S.Ct. at 1096, but the employer’s burden of production has nonetheless been held to be “exceedingly light.” Batey v. Stone, 24 F.3d 1330, 1334 (11th Cir.1994) (citing Meeks v. Computer Assoc. Int'l, 15 F.3d 1013, 1019 (11th Cir. 1994)). If the employer meets this burden of production, the legal presumption that would justify a judgment as a matter of law based on the plaintiffs prima facie case “simply drops out of the picture,” and the plaintiff bears the burden of persuading the finder of fact that the proffered reasons are pretextual and that the employment decision was the result of discriminatory intent. St. Mary’s, supra, at-, 113 S.Ct. at 2749. The Supreme Court has made clear that the ultimate inquiry is whether the employer intentionally discriminated against the plaintiff. Aikens, supra, 460 U.S. at 715, 103 S.Ct. at 1481-82; White v. McDonnell Douglas Corp., 985 F.2d 434, 436 (8th Cir.1993). However, if the defendant’s proffered reasons are rejected, the trier of fact may infer the ultimate fact of intentional discrimination. St. Mary’s, supra, at -, 113 S.Ct. at 2749 (“The factfinder’s disbelief of the reasons put forward by the defendant (particularly if disbelief is accompanied by a suspicion of mendacity) may, together with the elements of the prima facie case, suffice to show intentional discrimination.”). The Eighth Circuit Court of Appeals has applied the three-prong prima fade showing described in Ellis in a variety of employment retaliation cases. See, e.g., Schweiss v. Chrysler Motors Corp., 987 F.2d 548, 549 (8th Cir.1993) (three-prong prima facie showing of retaliation for reporting violations to OSHA); Rath v. Selection Research, Inc., 978 F.2d 1087, 1090 (8th Cir.1992) (same three-prong showing in ERISA retaliation case); Valdez v. Mercy Hosp., 961 F.2d 1401, 1403 (8th Cir.1992) (same showing in ease alleging retaliatory discharge for filing Title VII race discrimination claim); Wentz v. Maryland Cas. Co., 869 F.2d 1153, 1154 (8th Cir.1989) (same showing in case alleging retaliatory discharge in violation of the ADEA); Tart v. Levi Strauss and Co., 864 F.2d 615, 617 (8th Cir.1988) (same showing in case alleging retaliation for filing a sex discrimination claim with the EEOC); Jackson v. St. Joseph State Hosp., 840 F.2d 1387, 1390 (8th Cir.1988) (same showing in case alleging retaliation for filing a Title VII complaint of sex discrimination), cert. denied, 488 U.S. 892, 109 S.Ct. 228, 102 L.Ed.2d 218 (1988); Jackson v. Missouri Pacific R.R., 803 F.2d 401, 406-07 (8th Cir.1986) (same showing for retaliation for filing race discrimination claims under § 1981 and § 2000e); Benson v. Little Rock Hilton Inn, 742 F.2d 414, 416 (8th Cir.1984) (retaliation claims brought under § 1981 require same three-prong prima facie showing as those brought under Title VII); Womack v. Munson, 619 F.2d 1292, 1296 (8th Cir.1980) (same showing in case alleging retaliation for filing a Title VII complaint of race discrimination), cert. denied, 450 U.S. 979, 101 S.Ct. 1513, 67 L.Ed.2d 814 (1981). The third prong of the showing, causal connection, may be met, for example, by “proof that the discharge followed the protected activity so closely in time as to justify an inference of retaliatory motive.” Schweiss, supra, at 549 (quoting Rath, supra, at 1090; discharge followed report to OSHA by only four days). See also Rath, supra, at 1090 (stating standard, but expressing doubt that discharge six months after alleged whistle-blowing met causal connection requirement); Couty v. Dole, 886 F.2d 147, 148 (8th Cir.1989) (discharge thirty days after protected activity was sufficient temporal proximity for causal connection); Keys v. Lutheran Family and Children’s Services of Missouri, 668 F.2d 356, 358 (8th Cir.1981) (less than two months sufficient proximity for causal connection); Womack, supra, at 1296 (twenty-three days sufficient proximity for causal connection). In each of the eases, however, where temporal proximity was held to be sufficient to establish causal connection, the knowledge of the defendant of the employee’s protected activity was not at issue. See, e.g., Schweiss, supra, at 550 (defendant knew of OSHA violation reports, although defendant did not know which individual employee had filed the reports); Rath, supra, at 1090 (employee was fired after receiving reprimand for complaining about proposed changes to ESOP retirement plan); Couty, supra, at 148 (defendants knew of employee’s threats to report various safety and quality-control complaints to the Nuclear Regulatory Commission, and employee did file such complaints after he was discharged); Keys, supra, at 357 (defendant did not deny that he knew of employee’s filing of EEOC claim or that discharge of employee was in retaliation for filing EEOC claim); Womack, supra, at 1295 (employee fired after defendant was served with class action discrimination lawsuit initiated by employee). See also Kimbro v. Atlantic Richfield Co., 889 F.2d 869, 881 (9th Cir.1989), cert. denied, 498 U.S. 814, 111 S.Ct. 53, 112 L.Ed.2d 28 (1990). In these cases, therefore, the knowledge of the defendant of the employee’s protected activities was not a necessary element of the employee’s prima facie ease because knowledge was either already established or conceded. The Eighth Circuit Court of Appeals has also used an alternative formulation of the prima facie showing in retaliation cases that specifically requires a showing that the employer had knowledge of the employee’s protected activity and a showing of temporal proximity of the discharge to the protected activity to establish a causal connection. This formulation requires a showing that (1) the employee engaged in a protected activity, (2) the defendant was aware of the plaintiffs engagement in the protected activity, (3) the plaintiff was subsequently discharged, and (4) that the discharge followed the . protected activity so closely in time as to justify an inference of retaliatory motive. See, e.g., Figgous v. Allied/Bendix Corp., Allied Signal, 906 F.2d 360, 362 (8th Cir.1990) (applying this formulation, but finding insufficient temporal proximity); Couty, supra, at 148 (citing Keys, supra, for this formulation); Keys, supra, at 358 (this formulation). However, in Reich v. Hoy Shoe Co., Inc., 32 F.3d 361, 365 (8th Cir.1994), the court rejected the trial court’s determination that the plaintiff had not made a prima facie showing of retaliation because the plaintiff had not shown that the employer knew that the employee in question engaged in protected activity. The court concluded that [cjareful reading of Wolff [v. Berkley Inc., 938 F.2d 100, 103 (8th Cir.1991),] and Gilreath [v. Butler Mfg. Co., 750 F.2d 701, 703 (8th Cir.1984),] does not support nor compel a rule that would require, in every case of alleged retaliatory discharge, that plaintiff show that the employer knew to an absolute certainty the identity of the employee who engaged in protected activity. Neither does it recast the structure for the court’s analysis in such cases. Id. at 365-66. The court therefore relied on the three-prong prima facie showing described above, subsuming any showing of the employer’s knowledge of the plaintiffs engagement in protected activity as part of a showing of causal connection. Id. The court considered that “[i]t would be a strange rule, indeed, that would protect an employee discharged because the employer actually knew he or she had engaged in protected activity but would not protect an employee discharged because the employer merely believed or suspected he or she had engaged in protected activity.” Id. at 366. See also NLRB v. Ritchie Mfg. Co., 354 F.2d 90, 98 (8th Cir.1966) (fact that employer thought or believed terminated employee was a union activist and that belief was the basis for employee’s discharge was sufficient to establish violation of NLRA — plaintiff need not show employer actually knew of employee’s union activity); Brock v. Richardson, 812 F.2d 121, 124-25 (3d Cir.1987) (discharge motivated by erroneous belief on part of employer that employee engaged in protected activity under the FLSA sufficient to trigger anti-retaliation provisions of the Act); Donovan v. Peter Zimmer America, Inc., 557 F.Supp. 642, 652 (D.S.C.1982) (discharge of three employees because employer not able to determine which of the three actually filed OSHA complaint violates anti-retaliation provisions of OSHA as to all three). In the present case, Rouse argues that he has made the necessary prima facie showing of retaliation. Rouse contends that he provided information to the FDIC, he was terminated from his position, and his termination followed the FDIC examination during which he supplied information exposing possible violations of laws or regulations. Rouse argues that his version of these events is supported by the sworn statement of FDIC examiner Brad Havran. Rouse therefore argues that the burden of production shifts to defendants to show a legitimate, non-retaliatory reason for his dismissal. Rouse argues that he has generated a genuine issue of material fact on the legitimacy of defendants’ non-retaliatory reasons for his discharge because the FDIC did not mandate his removal, and he had never had poor performance evaluations prior to his discharge. Defendants argue that Rouse has failed to make the necessary prima facie showing. Defendants argue that Rouse has failed to produce any evidence of a causal connection between his alleged reporting of misconduct to the FDIC and his discharge. Defendants also point to Mr. Havran’s statements as demonstrating that Havran does not know if Hill was aware that Rouse had provided any information to the FDIC and to Rouse’s own deposition in which he can show only his suspicion, without supporting evidence, that Hill learned of his contacts with the FDIC. From Rouse’s deposition and Havran’s statements, it appears that Rouse was assured of the confidentiality of his contacts with the FDIC and that no one has any specific reason to believe or evidence to support the suspicion that that confidentiality was breached. The defendants assert that they were unaware of Rouse’s contacts with the FDIC, and believed any information of misconduct the FDIC obtained came from the FDIC’s own examinations of the Bank. Although “direct proof is not required to create a jury question, ... to avoid summary judgment, ‘the facts and circumstances relied upon must attain the dignity of substantial evidence and must not be such as merely to create a suspicion.’” Metge v. Baehler, 762 F.2d 621, 625 (8th Cir.1985) (quoting Impro Products, Inc. v. Herrick, 715 F.2d 1267, 1272 (8th Cir.1983), cert. denied, 465 U.S. 1026, 104 S.Ct. 1282, 79 L.Ed.2d 686 (1984)), cert. denied, 474 U.S. 1057, 106 S.Ct. 798, 88 L.Ed.2d 774 (1986). Rouse has failed to produce substantial evidence of a causal connection between his reporting of what he believed to be misconduct by the Bank to the FDIC and his discharge and instead asks this court to rely on a mere suspicion to preclude summary judgment. The statement of Mr. Havran and Rouse’s own deposition show that Rouse made his report to the FDIC with an assurance of confidentiality. There simply is no evidence in the summary judgment record that this pledge of confidentiality was breached. More importantly, there is no evidence in the summary judgment record that Hill or anyone else at the Bank knew of Rouse’s alleged whistle-blowing activities. This court concludes that a suspicion of retaliatory discharge is not enough when there is no evidence that defendants were aware of or ever even suspected that anyone at the Bank had made a disclosure to the FDIC. Although the court concludes that defendants would be entitled to summary judgment under the prima facie showing typically required for a retaliatory discharge claim under Title VII, the court believes that the statute in question actually establishes different burdens of proof. Subsection (f) of 12 U.S.C. § 1831j states as follows: (f) Burdens of proof. The legal burdens of proof that prevail under subehapter III of chapter 12 of title 5, United States Code [5 U.S.C. § 1221 et seq.}, shall govern adjudication of protected activities under this section. Consequently, although the Ellis court applied Title VII standards to whistle-blower claims under 12 U.S.C. § 1831j, Ellis, 842 F.Supp. at 245, the statute itself provides for a different analysis, that found in the Whistleblower Protection Act of 1989 (WPA) for employees of federal agencies, 5 U.S.C. § 1221 et seq. That statute is quoted in pertinent part at n. 5 of this ruling. Under this statute, the complainant’s prima facie burden is to show that his or her whistle-blowing was a contributing factor in the retaliatory actions taken against him or her. 5 U.S.C. § 1221(e)(1). If the complainant meets this burden, then the employer must demonstrate by clear and convincing evidence that it would have taken the same personnel action in the absence of such disclosure. 5 U.S.C. § 1221(e)(2). This allocation of burdens differs significantly from that applied to Title VII cases in two respects. First, in establishing a prima facie case, the plaintiff under either 12 U.S.C. § 1831j or 5 U.S.C. § 1221(e) must establish that his or her whistle-blowing was “a contributing factor” in adverse employment actions rather than demonstrating “a causal connection” between engaging in protected activity and adverse employment actions as in a Title VII case. Second, while the defendant in a Title VII action may rebut the presumption of retaliation by producing evidence of a legitimate, non-retaliatory reason for the employment action taken, the defendant under the whistle-blower statutes must demonstrate by clear and convincing evidence that it would have made the same employment decision in the absence of plaintiffs disclosures. Thus, the court concludes that the shifting of burdens for Title VII cases articulated in McDonnell Douglas Corp. v. Green, 411 U.S. 792, 93 S.Ct. 1817, 36 L.Ed.2d 668 (1973), and its progeny is inapplicable to FIRREA whistle-blower retaliation cases. Rather, under the whistle-blower statutes, the court engages in a two-prong analysis: (1) the plaintiff must establish a prima facie case of retaliation by showing that his or her disclosures were a contributing factor in adverse employment actions; then (2) the burden of persuasion shifts to the defendant to demonstrate by the high standard of clear and convincing evidence that it would have made the same employment decision in the absence of plaintiffs disclosures. The burden on the plaintiff in a whistle-blower case appears to be less than that upon the plaintiff in a Title VII case, and that upon the defendant is heightened. Although the Federal Circuit Court of Appeals has held that the burden does not shift to the defendant in a case under the WPA whistle-blower statute until the plaintiff has established existence of a prohibited personnel practice by a preponderance of the evidence, Marano v. Department of Justice, 2 F.3d 1137, 1141 (Fed.Cir.1993), the legislative history reveals that the burden on the plaintiff was intended to be lessened. The Federal Circuit Court of Appeals considered the legislative intent behind the WPA in Maraño, supra. The court noted that the WPA amended the Civil Service Reform Act of 1978, 5 U.S.C. § 2302 et seq., which required the whistleblower to establish, inter alia, that the disclosure constituted a “significant” or “motivating” factor in the adverse employment decision. Id. at 1140. Congress intended to remove this “excessively heavy burden.” Id. (quoting 135 Cong.Ree. 5033 (1989) (Explanatory Statement on S.20,101st Cong., 1st Sess.1989)). [U]nder the WPA, 5 U.S.C. § 1221(e)(1), [the whistleblower] must evidence only that his protected disclosure played a role in, or was “a contributing factor” to, the personnel action taken: The words “a contributing factor” ... mean any factor which, alone or in connection with other factors, tends to affect in any way the outcome of the decision. This test is specifically intended to overrule existing case law, which requires a whistleblower to prove that his protected conduct was a “significant”, “motivating”, “substantial”, or “predominant” factor in a personnel action in order to overturn that action. 135 Cong.Ree. 5033 (1989) (Explanatory Statement on S. 20) (emphasis added); see also 135; Cong.Ree. 5032, 5033 (Explanatory Statement on S. 20 should be read in conjunction with the exhaustive legislative history of S. 508, 100th Cong., 2d Sess. (1988); 135 Cong.Ree. 4513 (1989) (Joint Explanatory Statement on S. 508)); 5 U.S.C. §§ 1214(b)(4)(B)® & 1221(e)(1). This substantial reduction of the whistle-blower’s burden evidences that a personnel action, taken “because of’ a protected disclosure, or “as a result of’ a prohibited personnel practice, and therefore encompassed by sections 2302(b)(8) and 1221(a), may be taken “because of’ or “as a result of’ many different factors, only one of which must be a protected disclosure and a contributing factor to the personnel action in order for the WPA’s protection to take effect. Indeed, the legislative history of the WPA emphasizes that “any” weight given to the protected disclosure, either alone or even in combination with other factors, can satisfy the “contributing factor” test. Id. at 1140. Even with the lesser burdens imposed upon him, Rouse has failed to demonstrate that his disclosures were a contributing factor in his discharge because he has failed to present any specific facts in support of that contention. Rouse could survive a motion for summary judgment if he could demonstrate that his discharge was in part because of his disclosures and in part because of the displeasure of Bank officials with his performance. However, Rouse has presented the court with no evidence but his suspicion that his disclosures, and not displeasure of Bank officials with his performance, caused his discharge. Specifically, Rouse has failed to generate a genuine issue of material fact as to whether or not anyone but himself and the FDIC officials knew of his disclosures or that defendants suspected any disclosures had been made by Bank employees. The court is therefore unable to give any weight to Rouse’s disclosures as a factor in his discharge. The court does not believe Rouse’s suspicion of retaliation is sufficient even under the lesser burdens imposed by the FIRREA whistle-blower statute to meet his prima facie burden. Although the burden on the plaintiff to show the degree to which his protected activity was a factor in his discharge in a FIRREA or WPA whistle-blower case is generally less than that upon the plaintiff in a Title VII case, the legislative history of the WPA demonstrates that a showing of both knowledge of the defendant and temporal proximity is still required to show that the disclosures were a “contributory factor.” One of the many possible ways to show that the whistleblowing was a factor in the personnel action is to show that the official taking the action knew (or had constructive knowledge) of the disclosure and acted within such a period of time that a reasonable person could conclude that the disclosure was a factor in the personnel action. Wagner v. E.P.A., 51 M.S.P.R. 337 n. 6 (1991) (quoting 135 Cong.Rec. H749 (daily ed. Mar. 21, 1989), and also citing 135 Cong.Rec. S2784 (daily ed. Mar. 16, 1989), and Gergick v. General Services Admin., 43 M.S.P.R. 651, 661 (1990)). In Wagner, the Merit System Protection Board held that although the agency officials charged with the retaliatory discharge knew of the plaintiffs disclosures, they did not know until after they had filed the adverse performance evaluation of which plaintiff complained. Id. Even though the negative performance evaluation was actually acted upon after the plaintiff had made further disclosures, the Board held that the temporal relationship alone was inadequate to establish a prima facie case. Id. It follows from Wagner and the legislative history of 5 U.S.C. § 1221(e) that mere temporal proximity of the disclosures and the employment action would still not be sufficient to establish a prima facie case under the FIRREA whistle-blower statute. Rather, the plaintiff under this whistle-blower statute must establish both temporal proximity and actual or constructive knowledge of the defendant of the disclosures at the time of the employment decision to meet the “contributory factor” test. Wagner, supra. Rouse can demonstrate only temporal proximity in this case and, the court concluded above, no more than a suspicion that defendants knew of his disclosures to FDIC officials. Rouse therefore cannot meet the burdens of the FIR-REA whistle-blower statute to establish a prima facie case of retaliation. Because the court concludes that Rouse cannot meet the burdens of a prima facie showing imposed by § 1831j, it need not reach the question of whether or not defendants here could meet the heightened standards of the whistle-blower statutes concerning their legitimate, non-discriminatory reasons. Maraño, supra. However, the court notes that while the defendant’s burden to rebut the presumption of retaliation in a Title VII case by producing evidence of a non-retaliatory reason for its actions is “exceedingly light,” Batey v. Stone, 24 F.3d 1330, 1334 (11th Cir.1994) (citing Meeks v. Computer Assoc. Int’l, 15 F.3d 1013, 1019 (11th Cir.1994)), the burden upon the defendant under the whistle-blower statute to demonstrate a legitimate, non-retaliatory reason “by clear and convincing evidence” is much more substantial. 5 U.S.C. § 1221(e)(2). Because the court concludes that Rouse cannot make the necessary prima facie showing in support of his claim of retaliation in violation of 12 U.S.C. § 1831j under either the standards applicable to retaliation cases under Title VII or the standards referred to in the statute itself and found in 5 U.S.C. § 1221(e), summary judgment will be granted in favor of defendants on Rouse’s whistle-blower claim. b. Rouse’s Participation In The Alleged Misconduct He Disclosed As yet another ground for summary judgment, defendants argue that Rouse participated in the alleged misconduct he disclosed to FDIC officials. Therefore, they argue, Rouse is precluded from making a whistleblower claim by the limitations stated in 12 U.S.C. § 1831j(d). Rouse asserts that there is a genuine issue of material fact as to whether or not he participated in the alleged violation of law or regulation precluding summary judgment. In Hicks v. Resolution Trust Corp., 970 F.2d 378 (7th Cir.1992), the Seventh Circuit Court of Appeals upheld the trial court’s grant of summary judgment against plaintiff on his claim of retaliation in violation of § 1831j on the ground that the plaintiff had participated in the alleged violations disclosed to the Federal Home Loan Bank Board (FHLBB). 970 F.2d 378, 383. The trial court found that the plaintiff admitted in several interrogatories that he signed and submitted a memo to FHLBB examiners indicating that the bank in question was in compliance with the Community Reinvestment Act, notwithstanding his knowledge to the contrary. Id. The court of appeals agreed that the plaintiff’s actions fell within the purview of the limitation on protections of § 1831j found in subsection (d) of that statute and quoted in the margin in subdivision IV.A. of this ruling. Id. In the present case, the defendants have submitted only the minutes of the loan committee meeting indicating that Rouse recommended certain loans. However, defendants have failed to provide evidence that the loans indicated in the committee minutes are the loans Rouse allegedly reported to the FDIC as in violation of the Bank’s lending limits. Unlike defendants in Hicks, defendants here have not presented any admission by Rouse that he participated in activities in violation of laws or regulations. The lack of the necessary evidentiary link between the loan committee minutes provided and the alleged disclosure by Rouse, and Rouse’s denial of any participation in alleged violations do present the court with a genuine issue of fact as to whether Rouse’s whistleblower claim would be barred by § 1831j(d). However, because this issue of fact is not material, in light of the court’s conclusions that Rouse cannot make out a prima facie case of retaliation, the issue of fact does not preclude summary judgment. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48, 106 S.Ct. 2505, 2509-10, 91 L.Ed.2d 202 (1986) (“Only disputes over facts that might affect the outcome of the suit under the governing law will preclude the entry of summary judgment.”). Summary judgment in favor of defendants on Rouse’s FIRREA “whistle-blower” claim will be granted for the reasons stated above. B. The Wrongful Discharge Count In his complaint, Rouse alleges that his discharge was wrongful and contrary to public policy because the discharge was without just cause, in violation of a reasonable expectation of permanent employment, occurred without prior complaint concerning his conduct and while he was performing his duties adequately. In his resistance to the motion for summary judgment, Rouse instead argues that his discharge was wrongful and contrary to public policy because it was the result of his “whistle-blowing” to the FDIC, and because Hill used Rouse as a scapegoat for his own mismanagement of the Bank. Defendants argue that because the “whistle-blower” discharge claim cannot stand, there is no action contrary to public policy upon which to base a wrongful discharge claim by an at-will employee. Defendants also argue that Rouse admitted in his deposition that he had no contract for employment and that he was aware that he could be discharged at any time for any reason. Defendants assert that, while they did not need a reason to discharge Rouse from his at-will employment, they discharged him for incompetence in the management of the Bank. The Iowa Supreme Court was slow to recognize a cause of action for the wrongful discharge of an at-will employee, instead relying on the general rule that an at-will employee may be terminated at any time, for any reason. See Abrisz v. Pulley Freight Lines, Inc., 270 N.W.2d 454, 455 (Iowa 1978); Harper v. Cedar Rapids Television Co., 244 N.W.2d 782, 791 (Iowa 1976); Allen v. Highway Equip. Co., 239 N.W.2d 135, 139 (Iowa 1976). In Northrup .v. Farmland Indus., Inc., 372 N.W.2d 193 (Iowa 1985), the court stated that [t]his court has never expressly recognized a public policy exception [to the employment at will doctrine], although we recently noted its increasing acceptance in other jurisdictions. [Citations omitted], While we hinted in Abrisz that, under proper circumstances, we would recognize a common-law claim for a discharge violating public policy, we did not apply it there because the facts did not establish such a violation. We observed, moreover, that “[c]ourts should not declare conduct violative of public policy unless it is clearly so.” Abrisz, 270 N.W.2d at 456. It has been observed, in fact, that successful common-law claims for wrongful discharge have been based in large part on violations of independent statutory policy, not those established by court decisions. See Note, Protecting Air-Will Employees [Against Wrongful Discharge: The Duty to Terminate Only in Good Faith], 93 Harv.L.Rev. at 1822-23. Northrup v. Farmland Indus., Inc., 372 N.W.2d 193, 196 (Iowa 1985). The court then went on to find an express public policy prohibiting discharges for “disabilities,” but held that a claim of wrongful discharge based on a disability was preempted by the exclusive remedies of Iowa Code Ch. 601A (now Iowa Code Ch. 216). Id. As in Abrisz, the court again refused to recognize a claim of wrongful discharge in violation of public policy in Haldeman v. Total Petroleum, Inc., 376 N.W.2d 98 (Iowa 1985), because “we simply observe that this case would not fall into such an exception.” 376 N.W.2d at 105. In Haldeman, the plaintiffs claim of wrongful discharge was based on her discharge as a cashier following discovery of “unexplained shortages.” Id. In Cross v. Lightolier Inc., 395 N.W.2d 844 (Iowa 1986), the Iowa Supreme Court recognized that jurisdictions were split on whether an action for wrongful discharge under a mandate of public policy is a contract or tort action. 395 N.W.2d at 849. However, the court upheld the trial court’s conclusion that plaintiffs claim of breach of an. oral contract was a contract and not a tort claim, and reiterated that “[e]niployment at will ... cannot be used as a basis for an action for wrongful discharge or breach of employment contract.” Id. (quoting Haldeman, supra, at 105). It was not until 1988 that the Iowa Supreme Court recognized a cause of action for discharge that frustrates a well-recognized and defined public policy of the state in the case of Springer v. Weeks & Leo Co., Inc., 429 N.W.2d 558, 560 (Iowa 1988) (hereinafter Springer I ). However, the court considered the cause of action to be one of tortious interference with a contract of hire. Springer I, supra, at 560. The court later concluded that this characterization “may have been misleading,” and cited cases clarifying the court’s development and refinement of the tort. Springer v. Weeks & Leo Co., Inc., 475 N.W.2d 630, 632-33 (Iowa 1991) (hereinafter Springer II). The court has construed Springer I as holding that if the discharge of an employee at will is in violation of public policy, the employee has a cause of action in tort against the employer. Smith v. Smith-way Motor Xpress, Inc., 464 N.W.2d 682, 685 (Iowa 1990). See also Vaughn v. Ag Processing, Inc., 459 N.W.2d 627, 637 (Iowa 1990) (in Springer I, “the court recognized an at-will employee’s right to compensation for wrongful discharge in violation of a ‘clearly articulated public policy of this state’ ”); Fogel v. Trustees of Iowa College, 446 N.W.2d 451, 455 (Iowa 1989) (citing Springer I for the same proposition). As the law now stands in Iowa, the general rule is still that an at-will employee may be discharged at any time, for any reason, or no reason at all. Borschel v. City of Perry, 512 N.W.2d 565, 566 (Iowa 1994); Lara v. Thomas, 512 N.W.2d 777, 781 (Iowa 1994); French v. Foods, Inc., 495 N.W.2d 768, 769 (Iowa 1993); Grahek v. Voluntary Hosp. Co-op., 473 N.W.2d 31, 34 (Iowa 1991); Fogel, supra, at 455. The court has recognized two exceptions to this general rule in which a cause of action for wrongful discharge of an at-will employee will lie: The first is where the discharge is in clear violation of a “well-recognized and defined public policy of this state,” and the second is where a contract is created by an employer’s handbook or policy manual. Borschel, supra, at 566; French, supra, at 769-70; Fogel, supra, at 455. See also Lara, supra, at 782 (case involved “one of the exceptions,” discharge in violation of public po