Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 3/10)

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1

JPMorgan

NameMichael

Position

Contact details

Cavanagh

Tel +2122702288 Mobile to be provided

EVP

CFO

Email mikecavanaghjpmchasecom Jay Mandelbaum EVPStrategy 8 DevelopmentExec


Email jaymandelbaumjpmchasecomCharles Scharf

Tel +2122705447Financial Services

EVPICEO

Retail

Mobile

to be provided

Email charliescharfchasecom

NameScott

Position

Contact details

Powell


SVP

CEO Consumer Banking

Email scottepowellchasecom Ryan McInerney SVPChief Risk Officer

Tel +3127325445 Mobile 2027445789

Email ryanmmcinerneychasecom Chad SVPBorton Line of Business

Tel +6142139439 CFO Mobile Email to be provided

chadmbortonjpmchasecom

Charles

Heiden Manager


SVP

Senior Business

Email chucktheidenchasecom EmmettVollenweider Vice President


Executive

Email emmettjvollenweiderchasecomMichael Cleary Vice President


Executive

Email michaelclearychasecom

KevinCathy KenworthySenior Vice

Tel +6142171084 Mobile

President

to be provided

Email cathykenworthychasecom Tel +6022213465 Mobile

Chris

Henry

Senior Vice

President

to be provided

Email christopherjhenrychasecom Tel +2122703928 Mobile

Watters

SVP

Business Banking

Executive

to be provided

StephenKent Ziegler SVP Tel +2125529118 MobileLine of Business

Email kevinwatterschasecom

CFO

to be provided

Email kentwzieglerchasecom Tel +9374338632 Mobile

Bauer

SVP

Risk

Executive

to be provided

Email steveabauerchasecom

JPMorgan

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1

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Restricted For Use in Connection with Plan Confirmation Only

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InaNamePosition Contact details

CONFIDENTIAL

Drew


Chief Investment

Officer

9175187287

Email inadrewjpmorgancom Tel +2128349311

Joseph Bonocore Managing Director

Mobile

9174466285

Managing Director

Managing Director

SAlthea

Email josephsbonocorejpmorgancom Tel +2128345002

Duersten

Managing Director

Mobile

to be provided

Email althealduerstenjpmchasecom Tel +2128349445 Mobile

David

Alexander

to be provided

Email davidmalexanderjpmorgancom Tel+

Philip

RenshawLewis

2128347383

Mobile

9178421959

Email phillewisjpmorgancom Tel +2128344460 Mobile

Joan RogersExecutive

Director

9178466603

Email joanrogersjpmorgancom Tel to be provided Mobile

Eric Splaver Vice

President

to be provided

Email ericmsplaverjpmorgancom Tel+

Seva

Levitski

2128345865

Associate

Mobile

to be provided

Email sevaolevitskijpmchasecom

momPosition Banking

Name

Contact details

Todd Maclin


Head

Commercial

to be provided

Email toddmaclinchasecom Tel +3123255159

Glen Davis

PA

Director

Mobile

to be provided

Email glenpdavischasecom Tel +6022211368 Mobile

Christian

Desavino Housing

Head REB

Credit

6026148448

Email chrisadesavinochasecom Dan DormanProject

Tel +3123365066 Mobile Email to be provided

Manager

danielwdormanjpmchasecom

Jim Hibbert Head REB Commercial Credit

Tel +7132165364 Mobile 7138266213

Email jameshibbertchasecomKaren Parkhill

Tel +3127325743 Mobile 3129618039

LOB CFO

Email karenlparkhilljpmorgancomLori

PapeSupport Services

Tel +2122700011 8 Operations Mobile to be provided

Head Business

Email loripapechasecom

JPMorgan

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Dick

Wade


Segment Manager

Email richardwadechasecom

NameGordon CEO

Position

Contact details

A

Smith


Card Services

Email gordonsmithchasecom Jay C AstleSenior Financial Associate


Email jayastlechasecom Raymond CFO LOBFischer


Email raymondfischerchasecomDavid Card

HoytFinance Senior Director


Email davidhoytchasecom Marge Hannum Tel +3022827567 Mobile EmailJeff

Credit Executive

to be provided

margehannumchasecom

CourtneyDirector


Operations

Email jeffcourtneychasecom

NameDavid

Position

Contact details

Lowman HomeLending


CEO

davidblowmanjpmchasecom

Ramesh SVP

Lakshminarayanan

Tel +7324528278Executive

Consumer Risk

Mgmt

Mobile Email

to be provided

Ixrameshjpmchasecom

Chuck Pursh SVPCredit Risk Director


Email chuckpurshchasecom RaviShankar SVPILOB CFO Tel +7324528220 Mobile 8622500161

Email ravinshankarjpmchasecomWilliam

MurrayAnalysis Director


SVPFinancial

Email williamjmurrayjpmchasecomDavid

NunnLending Executive


SVPHome

davidnnunnchasecom

Noah

Pallone

Tel +6144227903 Manager Mobile to be provided

VPOperations

Email noahdpallonechasecomBrady Hicks

Tel +6144227732 Manager Mobile to be provided

VPOperations

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Name

Position

Contact details

Email bradyhickschasecom John BarrenSenior Vice President


Email johnbarrenchasecomPat Vice Carr President


Email patrickmcarrjpmchasecom Kim GreavesSenior Vice President


Email kimgreaveschasecom Jim MillerSenior Vice President


Email jimamillerchasecom

NameDavid

Position

Contact details

Brigstocke


Managing Director

Email davidhcbrigstockejpmorgancom

Name

Position

Contact details

Sally Durdan

Tel +2122708805Finance Executive

EVPCorporate

Mobile

9175743314

h

9177221002

c

Email sallyedurdanjpmchasecomCorrine Burger


SVP

Senior Controller

Email corrinemburgerchasecom

MMD

Shane

Tilson

Tel +2122706857 Mobile 3123437322

Treasury

Email mshanetilsonjpmchasecomPaul Beinstein Strategy Executive


SVP

Email mshanetilsonjpmchasecom

Name

Position

Contact details

Stephanie

MudickStrategy


EVP

Head of Global Retail

Email stephaniebmudickjpmchasecom

NameAdam

Position Gilbert

Contact details

Tel +2122708928

JPMorgan

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Confidential


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HIGHLY CONFIDENTIAL

JimNameI Position Contact details Mobile

CONFIDENTIAL

Managing Director

+914882

2851

Email gilbertadamjpmorgancom Tel +2122702105 Mobile

Oroho Jr

Sr Vice President

+2015355562

Email

JamesOrohochasecom

Shannon

Warren


Managing Director

Email warrenshannonjpmorgancomSteven Vice

Mahns


Jan PatPresident

Email stevemahnschasecom

Name

Position

Contact details

Martha EVP

Gallo


General

Auditor

to be provided

Email

gallomjpmorgancom

Wilson


SVP

General Auditor

to be provided

Email janiceawilsonjpmchasecom Tel +3022821951 Mobile

Hurst

Sr Vice President

to be provided

Email pathurstchasecom

NameBarry

Position

Contact details

ZubrowChief Risk Officer


EVP

Email barrylzubrowjpmchasecom Jose De La Vina VPCredit Risk

Tel +6022213384 Manager Mobile Email to be provided

joseedelavinachasecom

S

Imran

NawazPresident Credit Risk Analyst Senior

Tel

+

6022213460 to be provided

Asst Vice

Mobile

Email shazadainawazchasecomPaul

ThompsonRisk Officer111


VP

Email paulxthompsonchasecom

Name

Position

Contact details

John BradleyDirector of

Tel +2122702935Resources

Human

Mobile

9179129117

Email bradleyjohnjpmorgancom NancyLindsay

Tel +3127328111

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SVPGeneraNameI Position Contact details Counsel

Mobile

to

be provided

Email nancylindsayjpmchasecom Tel +2122706431

Edward

McGannVice President

Executive

Mobile Email

to be provided

edwardlmcgannchasecom

Brad

FuscoPresident


Senior Vice

Email bradleyfuscojpmchasecomKathryn

Wikman


Managing Director

Email kathrynwikmanjpmchasecom Anne LeydenSenior Vice President


Email anneleydenchasecomCarlo Frappolli Resources Executive


Human

Email carlopfrappollichasecomBernadette Senior ViceUlissi


President

Email ulissibernadettejpmorgancom

NameBrian

Position

Contact details

Bezinski Director Compliance Director


Executive

Email brianmbezinskijpmorgancom Buzz H Chatfield Managing Director Tel +2126223255 Mobile to be provided

Email charltonhchatfieldjpmchasecom Stephen Cutler EVPGeneral Counsel

Tel +2122703220 Mobile 2022710650

Email stephenmcutlerjpmorgancom Dan Cooney SVPGeneral Counsel

Tel +3127323171 Mobile Email 8474776825

dancooneychasecom

Neila

Radin General Counsel

Tel +2122700938 Mobile 9177346252

SVP

Email neilaradinchasecom Fay Triffler EDAssistantGeneral Counsel


Email faytrifflerjpmchasecomRobert

KaneGeneral Counsel


Assistant

Email robertkanejpmorgancomLaura

OHaraGeneral Counsel


SVP

Email lauraoharachasecomMichael Lipsitz


SVP

General Counsel

Email michaellipsitzchasecom

JPMorgan

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CONFIDENTIAL

NameFrank

Position

Contact details

Bisignano


Chief Administrative Officer

Email frankjbisignanojpmchasecomLou

RauchenbergerCorporate Controller


MD 8

Email Louisrauchenbergerjpmorgancom Don McCreeIII

Tel +2122704360

Head of Corporate Treasury and

MA

Mobile

to be provided

Email donaldmccreejpmorgancomJulia Bates


Head of Investor Relations

Email juliabbatesjpmorgancomTakis

Georgakopoulos


Sr Vice President

Email takispgeorgakopoulosjpmchasecomBill

Kager


Managing Director

Email williamrkagerjpmchasecom

NameBen

Position

Contact details

Lopata


Managing Director

Email Lopatabenjaminjpmorgancom Mark Frediani Managing Director Tel +2125521124 Mobile to be provided

Email fredianimarkj pmorgancomAllen

Friedman


Managing Director

Email friedmanallenjpmorgancom Mike AlvinoVice President


Email michaelalvinochasecom James Weyant Managing Director Tel +2125524891 Mobile Email Thomas WilsonFinancial Director

to be provided

weyantjamesjpmorgancom


Managing Director

TodNamePosition Contact details

Email thomascwilsonchasecom

Gordon

Tel +2122706575 Mobile 9148747180

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Name

Position

Contact details

Email todgordonjpmchasecomDarren1st

Gebler

Tel +2122706359 Mobile 9145641237

VP

Email darrendgeblerjpmchasecomBrent Vice Barton President


Email brentbartonjpmchasecomEve Vice

NganPresident


evenganjpmorgancom

RoddVice

SpecketerPresident


Email roddkspecketerjpmchasecom Pandora SetianVice President


Email pandorasetianjpmorgancom

Adam

Guthrie


Associate

Email adamtguthriejpmchasecomLisa

Maus


Analyst

Lisammausjpmchasecom

NameBrian

Position

Contact details

Bessey

Tel +2122705553 Mobile 2039400943

Sr Vice President

Email brianabesseyjpmchasecomAlice Vice Lin President


Email alicelinjpmorgancom GiuseppeAnalystIncitti

Tel +2122708313 Mobile 9174567360

Email giuseppexincittijpmchasecom

Name

Position

Contact details

Tim Main Head of NA FIG Managing Director FernandoRivas of Banks

Tel +2126227272 Mobile Email 9175936069

timmainjpmorgancom

Tel +2126226115 Mobile 9175969378

CoHead

Managing Director Gregg GunselmanExecutive Director

Email fernandorivasjpmorgancom Tel +2126222431 Mobile 7733433226

Email greggbgunselmanjpmchasecom Frode Riksfjord Tel +2126226321

JPMorgan

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HIGHLY CONFIDENTIAL

CONFIDENTIAL

NameVice

I Position President

Contact details

Mobile

6462848926

Email frodexriksfjordjpmorgancom Sean CarmodyAssociate

Tel +2126220741 Mobile Email 9179402308

seandcarmodyjpmorgancom

Scott

Hynes

Tel +2126222193 Mobile 2022996303

Associate

Email scottrhynesjpmorgancomVishal Idnani Analyst

Tel +2126226981 Mobile 9192609374

Email vishalxidnanijpmorgancom GenevieveAnalyst

Hovde

Tel +2126228535 Mobile 8477077982

Email genevieveehovdejpmorgancomCandice Analyst Corvetti

Tel +2126226367 Mobile 5187740135

Email candicemcorvettijpmorgancom

NameDoug

Position

Contact details

Braunstein

Tel +2126221020

Head of Americas IBC and

MA

Mobile

9178376775

Email douglasbraunsteinjpmorgancom Therese Head of Esperdy Tel +2128343450 Mobile to be provided

DCM

Email thereseesperdyjpmorgancomBrian

Keegan CSAS

Tel +2122703518 Mobile 9175625671

Managing Director

Email briankeeganjpmorgancomKevin Willsey

Tel +2126225574 Mobile 9174143549

Head of ECM

Email kevindwillseyjpmorgancom

JPMorgan

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HIGHLY CONFIDENTIAL

CONFIDENTIAL

2

8t

Sullivan

Cromwell

Name

I Position

Contact details

H

Rodgin

Cohen


Partner

Email cohenhrsullcromcomMitchell Partner

S

Eitel


Email eitelmsullcromcomCamille

L Orme

Tel +2125584000 Mobile 2125583373

Associate

Email ormecsullcromcom

JPMorgan

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CONFIDENTIAL

3 PWC

Name

Position

Contact details

Bob SullivanPricewaterhouseCoopers

Tel +6464718388 Mobile 2037220458

Email robertpsullivanuspwccom

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HIGHLY CONFIDENTIAL

FromSent

sbairfdicgov Saturday Jamie September

20

2008 313

PM

ToSubject

DimonILONE

Just ckingI

in

hear others

may

be seeking your help

Confidential


JPMC



HIGHLY CONFIDENTIAL

To Wigand James Dancc

CooneyJPMCHASESubject

RE

09232008

0407

PM

Thanks

DanDaniel

P

Cooney

DanCooneyChasecom

312 312 212 212

7323171

Chicago voice 7325976 Chicago fax 2707094 New York voice 2709643

New

York fax

Wigand

James

Tocc

09232008 0406 PMSubject

RE

Dan we

will

be loading detailed

asset and

liability

WMB

trial

balances

onto the Intralinks

site

within

the

hour

Hope these

will

help

jrw

From dancooneychasecom mailtodancooneychasecom Sent Tuesday September 23 2008 348 PM

To

Wigand

James

Subject

Jim

As we

are trying to

prepare our bid we realize that the data we have

received

fromWill

to

date doesnt clearly statements

general break out bank from holding company

and subsidiary financial statementsreflect

there

be financialliabilities

the

FDIC

providesIf

to

us on the target before we submit our bid thatappreciate receivingfor

the

pro

forma assets and an accountlevelis it

we

are

assumingand other

so we would very much

each

legal entity

breakout

of other

assets what

liabilities

as of the most recent available

date Without

this

information

very hard to value precisely

we

are bidding

onfor

Thanks Dan

as always

your help

Confidential


JPMC



in

WaMu

HIGHLY CONFIDENTIAL

Daniel

P

Cooney

DanCooneyChasecom

312 312 212 212

7323171


New

York fax

is

This transmission

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contain information thatIf

privileged

confidential

legally

privileged

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from disclosure under applicable lawdisclosure copying distribution

you are not the intended recipient

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or use of the information contained herein including any reliance thereonthis

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or hard copy format Thank

you

Confidential


JPMC



HIGHLY CONFIDENTIAL

Dan

Tocc

Mitchell

Eitel

CooneyJPMCHASE

PM

Subject

Fw

Indemnity question

Dan

Daniel

P

Cooney

DanCooneyChasecom

312 312 212 212

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GearinForwarded by Dan David

CooneyILONE

on

09232008 0945 PM

To

cc

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Re

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In

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between isit

commercial

buyer

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it

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make

sense Dan Daniel

nor

frankly

fair

here

Pu

DanCoone2 312 7323171 312 7325976 212 2707094 212 2709643

voice Chicago fax Chicago New York voice New York fax

Gearin 09232008

David 0848

PM

Confidential


JPMC



HIGHLY CONFIDENTIAL

To

cc

Subject Indemnity question

Dan The liabilities assumed are described as booked liabilities which should address the concern raised by

Mitch

This

transmission under

may

contain

information If

that

is

privilegedintended contained

disclosure

applicable

law

or use of copying distribution PROHIBITED this transmission Although affect might any computer system ensure that it is virus free and into no

you are not the information and which anyit

the

c nfidential legally privileged andor exempt from re ipient you are hereby notified that any disclosure here n including thereon is STRICTLY any reliancek

attachments is received

are and

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toit

be is

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of

any

virus

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that to in

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penedy

responsibility is

accepted

k

JPMorgan

Chase

responsibility of the recipient its subsidiaries and

Co

in any way from its as applicable for any loss or damage arising use If you received this transmission affiliates the sender and destroy the material in its entirety whether in electronic or hard error please immediately contact format Thank you copy

Confidential


JPMC



HIGHLY CONFIDENTIAL

Dan

Tocc

Mitchell

Eitel

CooneyJPMCHASE

PM

Subject

Fw

Indemnity question

Dan

Daniel

P

Cooney

DanCooneyChasecom

312 312 212 212

7323171


New

York fax

GearinForwarded by Dan David

CooneyILONE

on

09232008 0945 PM

To

cc

09232008 0944 PMSubject

Re

Indemnity

question

Ok

I

will

look

at

again

OriginalFrom dancoon To Gearin Da Sent Tue Sep Subject

com23

iancooneychasecom>2008

212923

Re

Indemnity

question

Davidis a

Thanks contract for Any most

for bet ont

It

notee s

unfortunatelyand the the Failed

howeverand which then under for

I

dontis

thrift of

Parent

that

think your included in woulda

suggestion the the Books

solves and in

the

Records of the the

Lets problem not somethingat

say there like of Therefore

accrued closingone would

Bankis

probably arguably that

fix are

problemunder of to

thrift

the

time

liali

Llit ly

under conclude reads extent is the

that that we

contract

liability

reflected assumed

Books

a

liabilities indemnified was

contract

21Failed sue us

So

the way that 121 contract only to the that occurred

are

a

claim

the

liability

not

assumed

shareholder by Wamu indeed they are free

Bankfora

with

to that respect breach by the Failed

Bank

before

closingparties this is not somethinga

In

a

normal

PA

between isit

commercial

buyer

would

ever

assume

and

it

really

doesnt

make

sense Dan Daniel

nor

frankly

fair

here

Pu

DanCoone2 312 7323171 312 7325976 212 2707094 212 2709643

voice Chicago fax Chicago New York voice New York fax

Gearin 09232008

David 0848

PM

Confidential


JPMC



HIGHLY CONFIDENTIAL

To

cc

Subject Indemnity question

Dan The liabilities assumed are described as booked liabilities which should address the concern raised by

Mitch

This

transmission under

may

contain

information If

that

is

privilegedintended contained

disclosure

applicable

law

or use of copying distribution PROHIBITED this transmission Although affect might any computer system ensure that it is virus free and into no


the

c nfidential legally privileged andor exempt from re ipient you are hereby notified that any disclosure here n including thereon is STRICTLY any reliancek

attachments is received

are and

elieved

toit

be is

free the

of

any

virus

or other

defect

that to in

c

penedy

responsibility is

accepted

k

JPMorgan

Chase

responsibility of the recipient its subsidiaries and

Co

in any way from its as applicable for any loss or damage arising use If you received this transmission affiliates the sender and destroy the material in its entirety whether in electronic or hard error please immediately contact format Thank you copy

Confidential


JPMC



HIGHLY CONFIDENTIAL

To Wigand James DanccSubject

CooneyJPMCHASE092320081003

Re

Information

Request

PM

Thanks

David

transaction

has been very responsive which we very much appreciate think he understood were done under 12 USC 1823k we did not believe we could consolidateI

our concernsall

that

1

unless theinto

the thrifts

branches

our by

bank due

to

various

statein

means

of the a

stockbig

the Utah thrift also had to pass thru a receivership branching restrictions and order to address the same branching issue Obviously a big plus to this transactionis

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andfor

not

us

andall

presumablythe

plus for theirall

customers

to

make

all

the

branches

part of

one nationwide

one bank franchise

on

same system and

with the

same products

Hopefully well hear back

from David that the

1823k

route

works

for

you guys too

DanDaniel

P

Cooney

DanCooneyChasecom

312 312 212 212

7323171


New

York fax

Wigand

James

Tocc

09232008 0949 PMSubject

Re

Information

Request

Dan

We

will

try

to

get

the

trial able

balances to address

in

excel

but

the

pdf

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is

what

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hope

that

David

Gearin

was

your

concerns

about

authorities

that

transaction

SentJrw from my BlackBerry

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Handheld

OriginalTo

MessageFrom dancooneychasecom

James Wigand Sent Tue Sep 23 202749 2008 Information Subject Request

Jim format Thanks Dan

It

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to an

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rather

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working

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again

Confidential


JPMC



HIGHLY CONFIDENTIAL

Daniel

P

Cooney

DanCooneyChasecom 312 7323171 Chicago 312 7325976 Chicago

212 212

2707094 2709643

voice fax New York voice York New fax

This

transmission under

may

contain

information If

that

is

privile inter containe

disclosure

applicable

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copying distribution or use of PROHIBITED this transmission Althoughmight ensure affect that any computer system it is virus free and into no


the

confidential legally privileged notified ecipient you are hereby ein includina liance theifree iedit

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exempt

from

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attachment is receiveacc

of

any

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recipient

responsibility is

JPMorgan

idiaries

as applicable for any loss or damage arising use If you received this transmission in any way from its affiliates the sender and destroy the material in its error please immediately contact entirety whether in electronic or hard format Thank you copy

Confidential


JPMC



HIGHLY CONFIDENTIAL

Tod Gordon

Tocc

Leslie Bright

Sharon

Haas James Moss johnmackereyfitchratinscom

christopherwolfefitchratingscom briankeeganjpmorgancom West Frequency Severity

092420080731 Attachedis

Subject

AMfromlast

the subject followup

night

Best

to

email or call

my

cell

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HIGHLY CONFIDENTIAL

Eitel Mitchell

To Gearin David

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Confidential


JPMC



HIGHLY CONFIDENTIAL

From:

Sent: To: Cc:Subject:

Corvetti Candice M CorveU; T!lllrs; Brian !VI Hezinski ; Gregg Gnnselman Gregg B GUllselmall ~ ~

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Confidential Treatment Requested by JPMC

JPMEX00031572


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HIGHLY CONFIDENTIAL

CONfiDENTIAL

Table of contents1. 1,2, 2.

JPMorgan o . . . a n " . " . " . " . " " . " . " . " . " , J P M. . .r g . . . . . .". .". ." . ." . . . ". .". ." . ." . ".. , " "

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HIGHLY CONFIDENTIAL

CONFIDENTIAL CONfiOENT!Al.

1. 1 JPMorgan

:-,-~'!l.~ /'f..~.IH~-~:L,.'MIchael Cavanagh fVP I (FO flIP f eFOJay M.oindelbaum Mandelbaum

bile: (to be provided] Nobile: E-mail: [email protected] jily.lmmddhalilrl@jpln;::!liJ;!,exom

Tel: '112270-5447 Tei: +112270-5447 MobHe: provided] NIobHe: [to be providedJ E-mail: cnarl!e.scharf@chas(:.com char\[email protected]

... ~.~.~::!:?~I.t~~.Scott .Powell Powell SVP I CEO Consumer Banking I (ons.umerRyan Mcinerney

Tel: i-212270-4531 +112270"4531 !t,obHe: !to be provided) t)((lvJded) MobHe: ito E-mail: [email protected] 5coH.e.powdl@bile: McJ,bilc: (to be plO\lldedJ provided) E unal I: [email protected] E-mail: em met!. j,voHenwe!der@iI(aren p,;nrkMIl Karen Parkhill

"', l?'l? '-"

o

LOB CfO CFO

Tel: +312-732-5143 +JH-73?-S143 hIobHe: 3129618039 IOObile: 312-961-81)39 Email: [email protected] Emall: [email protected]

Lori Papll PapeHead &/sJness SUpport Servio,$ 6: Operations Business SelYices fi

z

Tel: -t2122700011 rcl: .212;mHJ011 /JDblte: (to Nnbltc: [to be provided) E-mail: [email protected] Email: [email protected]

JPMorganO

2

Confidential Treatment Confidenl.ial Trealment Requested by Jl'MC JPMC

JPM_EX0003157 5


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HIGHLY r.ONFlnFINTIAI CONFIDENTIAL

CONFIDENTIAL CONfiDENTIAL

DIck Dick Wade Se,gment Manager Segment

Tel: +313-256-3626 Tel.: Mobile: (to be provided) provlded] NDblle: E-mail: [email protected] rkhbHe: [to be provided] Nobile:

Raymond Fischer RilymOlid fheher (FO' LOB efO'

E-mail: raymond.flsche(@cnase.com E-Milll: [email protected] Davtd Davld HoytCard - Fimm;:e Senior DIrector Finance SenIor Director

lel.: .. 302-282-4175 Tel: 302281-4175 Mobile: [to be provIded] IIobile: {to I~ provtded] [email protected] E-mail: [email protected] lei: .. )01:.282 7567 Tel: +302282-7567 NDblle: Ito IJDblle: (to be provided]

Marge Hannum

Credit Executive ExecutivE'Jeff Courtney Operot/ollS DIrector OperatIons

E-mail: marge.hannumChase.com Emall: rnarge.hannumChase.comTel: -t-302Z626173 Te!: t3022826173 Mobile: [lO be provided] [to

. ~.:::~~.I.:J:rr.collftncy(h.-'Cha$~.".~.~~_. __ _ _~.~~~.I.:J:~~__~~~~_~~~X~h~s~:.~.~~_. _

David LowmanCEO ! Home Lending /

Tel: "636-735-1.121 "6367352121(to provided) Mobile: {to be pm'll1ded] Email: david.b.lowmaI1C;'jpmch3,e,(:~fl E-mail; [email protected] Tel: .732-4528278 Tel; i-732-452-8278 Mobile: MooHe: (to be provided} provided) E-mail: [email protected] E-lf1flli: LX.fi'[email protected] Tel: +602-221-462] t602-22101627MobHe: [to be provided] Mobile: (to E-mail: chuc!qpurshZVChase.com [email protected]

em

Ramesh lakshmlnarayanan R.1imGin laksomlnarayanan SliP I Consumer Risk Mgml Ex:ecutive 5VP / Mgmt fl(e'c"Uve Chuck PUfsh PurshSVP/Credtt RIsk Director SVP/Credlt Risk

Ravi Rilvi Shankar[fO SVP/LOB CFO

- - - -- - ---_.

Tel.: +732-452-8220 +732-4528220 Mobile: 862-250-0161 MobHe: 862250-0161 Email: [email protected] Emall: [email protected]

William Murrav Vlllllam Murraylv>

SVPIFlnancfal Analysfs Director 5VP/ffnOJ1'Cfal Analysis

Tet: -+732-452-8696 Tel: -t732>451:.8696 Mobl{.e: [to be provJded] provlded) IvIobile: (to Emall: [email protected] Emali: vAlUam,j.ffiurray:jpmchase.cQm Tel: .-732-4528799 ret: "732-452-8799 Mobile: (to be provldedJ Ilo provlded] E-mail: davld.n.nunn@(.hase.com E-maH: david.lb.([email protected]: -+614-422'790) ~6144n7903 Mobile: [LO Ix! provided) (LO be provldcd] Email: nooh.d.paHOfIe.COIn [email protected] Tel: .. 614422 7732 '614-422 Mobi!~: (to provlded) Mobile: [to be provided]

David Nunn Davld HunnSVP/Home Lending SVPIHome Lendfflg Executive

o

:o :>Noah Pallone VPIOperatioos Manager VP/Operatloos

" z "

'"

Brady Hicks VPIOperations Mona,ger VP/Operatlons Manager

JPMorgan JPMorganv

3

Confidential Treatment Requested by JPMC Treatmenl

JPM_EX00031576

Restricted For Use in Connection with Plan Confirmation Only rnnn"~";nn ('nnf;,,~.'''r'n

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HIGHLY CONFIDENTIAL

CONfiDENT AL CONfIDENT I Al

...; "''E:m~\i'itii-ady:hiCiU@chase:ca'n:;John Barren

'tonta'cfdetal.ls, :::,-,:_.: _:. _ .c',,",",-_

Senior Vice PresidentPat Cur Carr Vree President V{ce

Tel.: +614-422-7190 Tei: Mobile: [to be provided) provIded) Nobile: Emall: [email protected] E-mail: [email protected]

Tel: -161.042134471 161-'nn4411Mobile: lto provided) Moblle: (to be provided] Emall: patrick.m.car((lQjpmchas.com E-ma!l: [email protected]

5 602221-)460 Td.: .. 602-221-3460 MobHe: (\0 be provided] IAobHe: (to he provldedJ E-mail: shalacla.i.nawaj(~Yha>e.cOli1 Email: [email protected] Tel: "'6142-44-235) Tet: +614".,5574 Tel: +2126225574 Yobile: 917414 3549 hIobHe: 917414]549 E-mail: kevin.d.willsey@jpmorgan.(:I)JTI E-mait: ke,'""d,

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JPMorgan JPMorganO

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Confidenlial Trc,ltmcnt RequesLed Confidcnli;:il Treatment Requested by JPMC

JPM_EX00031582


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HIGHLY CONFIDENTIAL

CONFIDENTIAL

2. Sullivan

a: CromwellCmal!: eltelm@SuUcrom,comTel: "212558-4000 '21'2,558-4000 Nobile: 212-558-3373 MDbHc: 2125583373

j~~~~_6f~~!~~~h~ ___ _H. Rodiln Cohan H, Rodjln Cohen

PartnerMitchell S, Eitel S.

Partnercamille camHI .. L. Orme

Associate

E-mail: ormeo:Oisuj!crom.com ormec@su\lcrom.com

JPMorganO

10

IConfidentinl Treatmenl Requested by JPMC Confidenti111 RcqllCSICdJPM_EX00031583

Restricted For Use in Connection with Plan Confirmation OnlyReturn

HIGHLY CONFIDENTIAL

CONfiDENTIAL CONfiDENTIA.l

3. PWC

:C(lritact:d~talls

Bob Sullivan PrIcewaterijouseCoopen: PrlcewaterhouseCoopers

Tel.: 4646-471-8388 Td: -

With respect to agreements existing as of Bank Closing which provide the With respect to agreements existing as of Bank Closing which provid for the rendering e for rendering of services by or to the Failed Bank, within one hundred twenty (120) of services by or to the Failed Bank, within one hundred twenty (120) days after Bank Closing, days after Bank Closing, the Assuming Bank shall give the Receiver written notice specifying the Assuming Bank shall give the Receiver written notice specifying whether it elects to assume whether or not to assume each such agreement. Except may be otherwise provid it elects to assume or not to assume each such agreement. Except asas may be otherwise provided in this Article IV, ed in this Article IV, the Assuming Bank agrees to comply with the terms each such the Assuming Bank agrees to comply with the terms ofof each such agreement for a period agreement for a period .. commencing on the day after Bank Closing and ending on: commencing on the day after Bank Closing and ending on: (i)(i) in the case of an agreement t~at in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after is ninety (90) days after Bank Closing, and (ii) in the case of an agreement that provides for the Bank Closing, and (ii) in the case of an agreement that provides for the rendering of services to rendering of services to the Failed Bank, the date which thirty (30) days after the Assuming the Failed Bank, the date which isis thirty (30) days after the Assuming Bank has given notice to Bank has given notice to the Receiver of its election not to assume such agreement; l~rovided, that the Receiver of its election not to assume such agreement; provided, that the Receiver can the Receiver can reasonably make such service agreements available the Assuming Bank. reasonably make such service agreements available to to the Assuming Bank. The Assuming Bank shall be deemed by the Receiver to have assumed agreements for which The Assuming Bank shall be deemed by the Receiver to have assumed agreements for which no notification is timely no notification is timely given. The Receiver agrees to assign, transfer, convey, and deliver the given. The Receiver agrees to assign, transfer, convey, and deliver to to the Assuming Bank all Assuming Bank all right, title and interest of the Receiver, any, in and to agreements the Assum right, title and interest of the Receiver, ifif any, in and to agreements the Assuming Bank assumes ing Bank assumes hereunder. In the event the Assuming Bank elects not accept an hereunder. In the event the Assuming Bank elects not toto accept an assignment of any lease (or assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section sublease) or negotiate a new lease for leased Bank Premises under Sectio 4.6 and does not n 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service shall not apply to service agreements related to such premises. The Assuming Bank agrees, during the period it has the use agreements related to such premises. The Assuming Bank agrees, during period the it has the use benefit of any such agreement, promptly to pay to the Receiver or approp or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties to riate third parties at the direction of the Receiver all operating costs with respect thereto at the direction of the Receiver all operating costs with respect thereto and to comply with all and to comply with all relevant terms of such agreement. relevant terms of such agreement.4.9 Informational Tax Reporting. The Assuming Bank agrees 4.9 Informational Tax Reporting,. The Assuming Bank agrees to to perform all perform all obligations of the Failed Bank with respect to Federal State incom obligations of the Failed Bank with respect to Federal and and State income tax informational e tax informational reporting related to (i) the Assets and Liabilities Assumed, (ii) (ii) deposit accounts that were reporting related to (i) the Assets and thethe Liabilities Assumed,deposi t accounts that were closed and loans that were paid off collateral obtained with closed and loans that were paid off or or collateral obtained with respect thereto prior to Bank respect thereto prior to Bank Closing, (iii) miscellaneous payments made to vendors of the Failed Bank, and (iv) any other Closing, (iii) miscellaneous payments made to vendors of the Failed Bank, and (iv) any other asset or liability of the Failed Bank, including, without limitation, asset or liability of the Failed Bank, including, without limitation, loans loans not purchased and not purchased and Deposits not assumed by the Assuming Bank, as may be required by by the Receiver. Deposits not assumed by the Assuming Bank, as may be required the Receiver.

) :>

)

Under a private letter ruling (PLR) issued to the FDIC inin January of 1988, the Internal Revenue a private letter ruling (PLR) issued to the FDIC January of 1988, the Internal Revenue Service will allow the Assuming Bank to report for the Failed Bank transactions under its own Service will allow the Assuming Bank to report for the Failed Bank transactions TIN for the entire year 2008; there is no need to dual-report for differe payorsunder itsv. postfor the entire year 2008; there is no need to dual-report for different in pre- own nt payors in pre- v. postdate periods. closing date periods. Assuming Bank agrees to prepare on behalf of the Receiver all required Federal and State The Assuming Bank agrees to prepare on behalf of the Receiver all require d Federal and State compliance and income/franchise tax returns for the Failed Bank and acquired subsidiary entities compliance and income/franchise tax returns for the Failed Bank and acquired subsidiary entities as of Bank Closing. The returns will be provided to the Receiver within the statutorily required Bank Closing. The returns will be provided to the Receiver within the statutorily required filing timeframe. time frame. 4.10 Insurance. The Assuming Bank agrees to obtain insurance coverage effecti 4.10 Insurance. The Assuming Bank agrees to obtain insurance coverage effective ve from and after Bank Closing, including public liability, fire and extended covera and after Bank Closing, including public liability, fire and extended coverage insurance ge insurance acceptable to the Receiver with respect to leased Bank Premises that itit occupies, and all leased acceptable to the Receiver with respect to leased Bank Premises that occupies, and all leased Furniture and Equipment and Fixtures and leased data processing equipm Furniture and Equipment and Fixtures and leased data processing equipment (including ent (including hardware and software) located thereon, in the event such insurance covera hardware and software) located thereon, in the event such insurance coverage is not already in ge is not already in force and effect with respect to the Assuming Bank as the insured as of Bank Closing: All such with respect to the Assuming Bank as the insured as of BankClosing; All suchWhole P & A 991022 Whole P A 99]022 991022 Septemberr 24, 2008; 12:54 PM Septembe 24, 2008; 12:54 PM

)

)

20 20Washington Mutual Bank Washington Mutual Bank Henderson, Nevada Henderson, Nevada

Confidential Confidential

Return JPMCD 000001550.00090 JPMCD _ 000001550.00090

insurance shall, where appropriate (as determined by the Receiver), name Receiver as as insurance shall, where appropriate (as determined by the Receiver), name thethe Receiver an an additional insured. additional insured. 4.11 Office Space for Receiver and Corporation. For period commencing on the 4.11 Office Space for Receiver and Corporation. For the period commencing on the day following Bank Closing and ending on the one hundred eightieth (180th) day thereafter, day following Bank Closing and ending on the one hundred eightieth (1 80th) day thereafter, thethe Assuming Bar~" agrees provide to the Receiver and the Corporation, without charge, adequate Assuming Bank agrees toto provide to the Receiver and the Corporation, without charge, adequate and suitable office space (including parking facilities and vault space), furniture, equipment and suitable office space (including parking facilities and vault space), furniture, equipment (including photocopying and telecopying machines) and utilities (including local telephone (including photocopying and telecopying machines) and utilities (including local telephone service and a dedicated broadband or T- internet service) at the Bank Premises occupied by the service and a dedicated broadband or T -1 1 internet service) at the Bank Premises occupied by the Assuming Bank for their use in the discharge of their respective functions with respect the Assuming Bank for their use in the discharge of their respective functions with respect toto the Failed Bank. In the event the Receiver and the Corporation determine that the space provided Failed Bank. In the event the Receiver and the Corporation determine that the space provided is is inadequate or unsuitable, the Receiver and the Corporation may relocate other quarters having inadequate or unsuitable, the Receiver and the Corporation may relocate to to other quarters having adequate and suitable space and the costs of relocation and any rental and utility costs the adequate and suitable space and the costs of relocation and any rental and utility costs forfor the balance of the period of occupancy by the Receiver and the Corporation shall borne by the balance of the period of occupancy by the Receiver and the Corporation shall be be borne by the Assuming Bank. Assuming Bank.4.12 4.13

Omitted. Omitted. Omitted. Omitted.

ARTICLEV ARTICLE V DUTIESWITH RESPECT TO DEPOSITORS OFOF THE FAILED BANK DUTIES WITH RESPECT TO DEPOSITORS THE FAILED BANK5.1 Payment of of Checks. Drafts and Orders.Subject to Section 9.5, the Assuming 5.1 Payment Checks, Drafts and Orders. Subject to Section 9.5, the Assuming Bank agrees to pay all properly drawn checks, drafts and withdrawal orders of depositors of the the agrees to pay all properly drawn checks, drafts and withdrawal orders of depositors of Failed Bank presented for payment, whether drawn on on the checkdraft forms provided by the Bank presented for payment, whether drawn the check or or draft forms provided by.the Failed Bank or by the Assuming Bank, to to the extent that the Del~osit balances to the credit of the Bank or by the Assuming Bank, the extent that the Deposit balances to the credit of the respective makers or drawers assumed byby the Assuming Bank under Agreement are are respective makers or drawers assumed the Assuming Bank under this this Agreement sufficient to permit the payment thereof, in all all other respects to discharge, in the sufficient to permit the payment thereof, andand inother respects to discharge, in the usual usual course of conducting banking business, the duties and obligations of the Failed Bank Bank course of conducting a a banking business, the duties and obligations of the Failed with with respect to the Deposit balances due and owing to to the depositorsthe Failed Bank assumed by by respect to the Deposit balances due and owing the depositors of of the Failed Bank assumed the Assuming Bank under this Agreement. the Assuming Bank under this Agreement.

5.2 Certain ARreements Related to Deposits. Subject to Section 2.2, the Assuming Certain Agreements Related to Deposits. Subject to Section 2.2, the Assuming 5.2 Bank agrees to honor the terms and conditions of any written escrow or mortgage servicing of agreement or other similar agreement relating to aaDeposit liability assumed by the Assuming or other similar agreement relating to Deposit liability assumed by the Assuming Bank pursuant to this Agreement. .5.3to Notice to Depositors.

(a) Within seven (7) days after Bank Closing, the Assuming Bank shall give (i) (i) (a) Within seven (7) days after Bank Closing, the Assuming Bank shall give notice to depositors of the Failed Bank of its assumption of the Deposit liabilities of the Failed Bank its assumption of the Deposit liabilities of the Failed of Bank, and (ii) any notice required under Section 2.2, by mailing toto each such depositor a notice any notice required under Section 2.2, by mailing each such depositor a notice with respect to such assumption and by advertising inin a newspaper of general circulation thethe to such assumption and by advertising a newspaper of general circulation in in county or counties in which the Failed Bank was located. The Assuming Bank agrees that it will or counties in which the Failed Bank was located. The Assuming Bank agrees that it will21 21Whole P & A 991022 Whole P & A 991022 September 24, 2008; 12:54 PM September 24,2008; 12:54 PMWashington Mutual Bank Washington Mutual Bank Henderson, Nevada Henderson, Nevada


Return JPMCD 000001550.00091 JPMCD 000001550.00091 1

obtain prior approval of all such notices and advertisements from counsel obtain prior approval of all such notices and advertisements from counse for the Receiver and l for the Receiver and . that such notices and advertisements shall not be mailed published that such notices and advertisements shall not be mailed oror published until such approval is until such approval is received. received.Q o

(b) The Assuming Bank shall give notice by mail to depositors of Failed (b) The Assuming Bank shall give notice by mail to depositors of the Failed Bank the Bank concerning the procedures to claim their deposits, which notice shall be concerning the procedures to claim their deposits, which notice shall be provided to the provided to the Assuming Bank by the Receiver or the Corporation. Such notice shall Assuming Bank by the Receiver or the Corporation. Such notice shall be included with the be included with the notice to depositors to be mailed by the Assuming Bank pursuant Sectio notice to depositors to be mailed by the Assuming Bank pursuant toto Section 5.3(a). n S.3(a). (c) If Assuming Bank proposes to charge fees different from those (c) If the the Assuming Bank proposes to chargefees different from those charged by the charged by the Failed Bank before it establishes new deposit account relationships with the depositors of the before it establishes new deposit account relationships withthe deposi tors of the Failed Bank, the Assuming Bank shall give notice mail of such changed Failed Bank, the Assuming Bank shall give notice byby mail of such changed fees to such fees to such depositors. depositors.

)

ARTICLE VI ARTICLE VI RECORDS RECORDS

6.1)

Transfer of Records. Transfer Records,

(a) InIn accordance withSectionn3.1, the Receiver assigns, transfers, convey and accordance with Sectio 3.1, the Receiver assigns, transfers, conveys s and delivers to the Assuming Bank the following Records pertaining to the Deposit liabilities of the delivers the Assuming Bank the following Records pertaining to the Deposit liabilities of the Failed Bank assumed by the Assuming Bank under this Agreement, except provid as provided in Failed Bank assumed by the Assuming Bank under this Agreement, except as ed in Section Section 6.4:(i) (i)signature cards, orders, contracts between the Failed Bank and itsits signature cards, orders, contracts between the Failed Bank and depositors Records of similar character; depositors and Records of similar character;

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(ii))

passbooks of depositors held by the Failed Bank, deposit slips, cancelled passbooks of depositors held by the Failed Bank, deposit slips, cancelled checks and withdrawal orders representing charges to accounts checks and withdrawal orders representing charges to accounts of of depositors; depositors;

and the following Records pertaining to thethe Assets: the following Records pertaining to Assets:(iii))

records of deposit balances carried with other banks, bankers or trust records deposit balances carried with other banks, bankers or trust companies; compames;

(iv)

Loan and collateral records and Credit Files and other documents; collateral records and Credit Files and other documents; mortgages, abstracts, surveys, and other instruments or records deeds, mortgages, abstracts, surveys, and other instruments or records of of title pertaining to real estate or real estate mortgages; pertaining real estate or real estate mortgages; signature cards, agreements and records pertaining to Safe Deposit Boxes, signature cards, agreements and records pertaining to Safe Deposit Boxes, if any; and ifany; andrecords pertaining to the credit card business, trust UU"Ul''ss or safekeeping records pertaining to the credit card business, trust busine'''''' or safekeeping business sal:eKeelPll1lg business of the Failed Bank, if any. business the Failed Bank, if any.

(v)(vi)

(vii)

Whole P & A 991022 & A 991022 Septemberr24, 2008; 12:54 PM Septembe 24, 2008; 12:54 PM

22 22Washington Mutual Bank Washington Mutual Bank Henderson, Nevada Henderson, Nevada


Return JPMCD 000001550.00092 JPMCD 000001550.00092

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(b) The Receiver, at at its option,may assign and transfer to the Assuming Bank by by a The Receiver, its option, may assign (b) transfer to the Assuming Bank a single blanket assignment or otherwise, as soon asas practicable after Bank Closing, any other practicable after Bank Closing, any other single blanket assignment or otherwise, as soon Records not assigned and transferred to the Assuming Bank provided in this Agreement, Records not assigned and transferred to the Assuming Bank asas provided in this Agreement, not limited to loan disbursement checks, general ledger tickets, official bank including but not limited to loan disbursement checks, general ledger tickets, official bank checks, proof transactions (including proof tapes) and paid out loan files. transactions (including proof tapes) and paid out loan files.

6.2 Delivery Assigned Records. The Receiver shall deliver to the Assuming Bank 6.2 Delivery of of Assigned Records. The Receivershall deliver to the Assuming Bank all Records described in (i) Section 6.1 (a) as soon as practicable on or after the date of this (i) Section 6.1 (a) as soon as practicable on or after the date of this Agreement, and (ii) Section 6.1 (b) as soon asas practicable after making any assignment described Agreement, and (ii) Section 6.1 (b) as soon practicable after making any assignment described therein. 6.3 Preservation of Records. The Assuming Bank agrees that will preserve and 6.3 Preservation of Records. The Assuming Bank agrees that ititwill preserve and maintain for the joint benefit of the Receiver, the Corporation and the Assuming Bank, allall for the joint benefit of the Receiver, the Corporation and the Assuming Bank, Records of which it has custody for such period as either the Receiver or the Corporation inin its Records which it has custody for such period as either the Receiver or the Corporation its discretion may require, until directed otherwise, inin writing, by the ReceiverCorporation. The The may require, until directed otherwise, writing, by the Receiver or or Corporation. Assuming Bank shall have the primary responsibility toto respond to subpoenas, discovery Assuming Bank shall have the primary responsibility respond to subpoenas, discovery requests, and other similar official inquiries with respect to the Records of which itit has custody. similar official inquiries with respect to the Records of which has custody.6.4 Access Records; Copies. The Assuming Bank agrees permit the Receiver 6.4 Access to to Records; Copies. The Assuming Bankagrees toto permit the Receiver and the Corporation access toto all Records of which the Assuming Bank custody, and to use, use, the Corporation access all Records of which the Assuming Bank has has custody, and to inspect, make extracts from oror request copies of any such Records in manner and to the the inspect, make extracts from request copies of any such Records in the the manner and to extent requested, and toto duplicate, in the discretionthe Receiver or the Corporation, any any extent requested, and duplicate, in the discretion of of the Receiver or the Corporation, Record in the form of microfilm or microfiche pertaining to Deposit account relationships; Record in the form of microfilm or microfiche pertaining to Deposit account relationships; provided, that in the event that the Failed Bank maintained one one or more duplicate copies of such provided, that in the event that the Failed Bank maintained or more duplicate copies of such microfilm or microfiche Records, Assuming Bank hereby assigns, transfers, and conveys to microfilm or microfiche Records, thethe Assuming Bank hereby assigns, transfers, and conveys to the Corporation one such duplicate copy of of each such Record without cost toCorporation, Corporation one such duplicate copy each such Record without cost to the the Corporation, and agrees to deliver to the Corporation allall Records assigned and transferred toCorporation agrees to deliver to the Corporation Records assigned and transferred to the the Corporation under this Article VI as soon asas practicable on after the the date of Agreement. The party party this Article VI as soon practicable on or or after date of this this Agreement. The requesting aacopy of any Record shall bear thethe cost (based standard accepted industry charges requesting copy of any Record shall bear cost (based on on standard accepted industry charges to the extent applicable, asas determined by the Receiver) providing such such duplicate Records. A to the extent applicable, determined by the Receiver) for for providing duplicate Records. A copy of each Record requested shall provided as as soon as practicable by the party having copy of each Record requested shall bebe provided soon as practicable by the party having custody thereof. custody thereof. ARTICLE VII ARTICLE VII BID; INITIAL PAYMENT BID; INITIAL PAYMENT[***NOTE TO ACQUIRER: The following will bebe modified reflect thethe transaction modified to reflect transaction [***NOTE TO ACQUIRER: The following will m(JIOllleo to .."'".,"""". consummated.] consummated. ]

The Assuming Bank has submitted toto the Receiver [positive] [negative] bid bid of Assuming Bank has submitted the Receiver a a [positive] [negative] of $[ for the Assets purchased and Liabilities Assumed hereunder (the "Bid $I 1 ]for the Assets purchased and Liabilities Assumed hereunder (the "Bid Amount"). On the Payment Date, the Assuming Bank will pay to to the Corporation, thethe Amount"). On the Payment Date, the Assuming Bank will pay the Corporation, or or Corporation will pay to the Assuming Bank, the case may be, the Initial Payment, together Corporation will pay to the Assuming Bank, asas the case may be, the Initial Payment, together with interest on such amount (if the Payment Date is is not the day following the day Bank interest on such amount (if the Payment Date not the day following the day of of Bank23 23Whole P & A 991022 September 24, 2008; 12~54 PM 24, 2008; September 24,2008; 12:54 PM

Washington Mutual Bank BankHenderson, Nevada Henderson, Nevada

Confidential

Return JPMCD 000001550.00093 000001550.00093

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Closing) from and including the day following Bank Closing and includ Closing) from and including the day following Bank Closing to to and including the day preceding ing the day preceding the Payment Date at the Settlement Interest Rate. the Payme nt Date at the Settlement Interest Rate.

ARTI CLE VIII ARTICLE VIII PROF ORMA PROFORMA

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The Assuming Bank, as soon as practical after Bank Closing, accord The Assuming Bank, as soon as practical after Bank Closing, in in accordance with the best ance with the best information then available, shall provide to the Receiver Proforma Statem information then available, shall provide to the Receiver a a Proforma Statement of Condition ent of Condition indicating all assets and liabilities of the Failed Bank shown indicating all assets and liabilities of the Failed Bank as as shown on the Failed Banks books and on the Failed Bank's books and records as of Bank Closing and reflecting which assets and liabilities records as of Bank Closin g and reflecting which assets and liabilities are passing to the are passin g to the Assuming Bank and which assets and liabilities are be retained by the Assuming Bank and which assets and liabilities are toto be retained by the Receiver. In addition, the Assuming Bank is to provide to the Receiver, a a standard data Receiver. In addition, the Assuming Bank is to provide to the Receiver, inin standard data request as defined by the request Receiver, an electronic database of all loans, deposits, and subsidiaries as defined by the Receiver, an electronic database of all loans, deposits, and subsidiaries and other business and other business combinations owned by the Failed Bank asas of Bank Closing. See Schedule 3.1 a. combinations owned by the Failed Bank of Bank Closing. See Schedule 3.la. ARTICLE IX ARTI CLE IX CONTINUING COOPERATION CONTINUING COOPERATION

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9.1 9.1 General Matters. The parties hereto agreethat they will, in in good faith and with Gener al Matte rs. The parties hereto agree that they will,good faith and with their best efforts, cooperate with each other to carry out out the transactions contemplated by this their best efforts, cooperate with each other to carry the transactions contemplated by this Agreement and to effect the purposes hereof. Agreement and to effect the purposes hereof.

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9.2 Additi onal Title Docum ents. The Receiver, the Corporation the 9.2 Additional Title Document.~. The Receiver, the Corporation and the Assuming and Assuming Bank each agree, at any time, and from time time, upon the request of any Bank each agree, at any time, and from time toto time, upon the request of any party hereto, to execute and deliver such additional instruments and documents convey party hereto, to execute and deliver such additional instruments and documents ofof conveyance as shall be ance as shall be reasonably necessary to vest in the appropriate party its full legal or equita reasonably necessary to vest in the appropriate party its full legal or equitable title in and to the ble title in and to the property transferred pursuant to this Agreement or to be transferred in accord property transferred pursuant to this Agreement or to be transferred in accordance herewith. The ance herewi Assuming Bank shall prepare such instruments and documents convey Assuming Bank shall prepare such instruments and documents ofof conveyance (in formth. The and ance (in form and substance satisfactory to the Receiver) as shall be necessary to vest title to the Assets in the substance satisfactory to the Receiver) as shall be necessary to vest title to the Assets in Assuming Bank. The Assuming Bank shall be responsible for recording such instruments Assuming Bank. The Assuming Bank shall be responsible for recording such instrum the and ents and documents of conveyance at its own expense. documents of conveyance at its own expense. 9.3 Claims and Suits. Claim s and Suits.

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(a) The Receiver shall have the right, inin its discretion,(i) (i) defend or settle any (a) The Receiv er shall have the right, its discretion, to todefend or settle any claim or suit against the Assuming Bank with respect to which the Receiv claim or suit against the Assuming Bank with respect to which the Receiver has indemnified the er has indemnified the AssumingBank in the same manne r and to the the same extent as provided in Article XII, and (ii) Assuming Bank in the same manner and to same extent as provid ed in Article XII, defendor settle any claim or or suit against the Assuming Bank with respect to anyand (ii) Liability defend or settle any claim suit agains t the Assuming Bank with respec t to any Liability Assumed,which claim oror suit may result a losslossthe Receiver arising Assumed, which claim suit may result in in a to to the Receiver arising out of or related to this out of or related to this Agreement,or which existed against the Failed Bank on or before Bank Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise byClosing. The exercise by 24 24Washington Washingtor~ Mutual Bank Bank Henderson, Nevada Henderson, Nevada

Whole P & A 991022 Whole P & A 991022 Septemberr24, 2008; !2:54 PM Septembe 24,2008; 12:54 PM 24, 2008;


Return JPMCD 000001550.00094 JPMCD _ 000001550.00094

the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank with Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank with respect to any of its obligations under this Agreement. its obligations under this Agreement.

(b) (b) In the event any action at law oror in equity shallinstituted by any Person against In the event any action at law in equity shall be be instituted by any Person against the Receiver and the Corporation asas codefendants with respectanyany asset of Failed BankBank Receiver and the Corporation codefendants with respect to to asset of the the Failed retained or acquired pursuant this Agreement by tlJ.e Receiver, the the Receiver agrees, retained or acquired pursuant toto this Agreement by the Receiver, Receiver agrees, at the at the request of the Corporation, join with the Corporation in petition to remove the action to the. request of the Corporation, toto join with the Corporationain a petition to remove the action to the. United States District Court for the proper district. TheThe Receiver agrees to institute,or United States District Court for the proper district. Receiver agrees to institute, with with or without joinder of the Corporation as as coplaintiff, any action with respect to anyretained or without joinder of the Corporation coplaintiff, any action with respect to any such such retained or acquired asset or any matter connected therewith whenever notice requiring such shall be acquiredasset or any matter connected therewith whenever notice requiring such actionaction shall be given by the Corporation toto the Receiver. given by the Corporation the Receiver. 9.4 Payment of Deposits. In thethe event any depositor does not accept thethe obligation of 9.4 Payment of Deposits. In event any depositor does not accept obligation of the Assuming Bank. toto pay any Deposit liabilitythe Failed Bank assumed by theby the Assuming the Assuming Bank pay any Deposit liability of of the Failed Bank assumed Assuming Bank pursuant to this Agreement and asserts a claim against the Receiver or all portion Bank. pursuant to this Agreement and asserts a claim against the Receiver for allfor anyor any portion of any such Deposit liability, the Assuming Bank. agrees on demand to provide to the to the Receiver any such Deposit liability, the Assuming Bank agrees on demand to provide Receiver funds sufficient pay such claim in in an amount not in excess Deposit liability reflected on funds sufficient toto pay such claiman amount not in excess of the of the Deposit liability reflected on the books of the Assuming Bank. at thethe time such claim is made. Upon payment by the Assuming books of the Assuming Bank at time such claim is made. Upon payment by the Assuming Bank. to the Receiver of such amount, the the Assuming Bank shall be discharged any further further Bank to the Receiver of such amount, Assuming Bank shall be discharged from from any obligation under this Agreement to pay to anyany such depositoramount of such Deposit obligation under this Agreement to pay to such depositor the the amount of such Deposit liability paid to the Receiver. liability paid to the Receiver.9.5 Withheld Payments. At time, the Receiver or the Corporation may, its 9.5 Withheld Payments. At anyany time, the Receiver orthe Corporationmay, inin its discretion, determine that all or any portion of any deposit balance assumed byby the Assuming discretion, determine that all or any portion of any deposit balance assumed the Assuming Bank. pursuant to this Agreement does not constitute a a "Deposit" (or otherwise, in its discretion, Bank pursuant to this Agreement does not constitute "Deposit" (or otherwise, in its discretion, determine that it is the best interest of the Receiver or Corporation withhold all or any portion determine that it is the best interest of the Receiver or Corporation toto withhold all or any portion of any deposit), and may direct the Assuming Bank. toto withhold payment of all or any portion of deposit), and may direct the Assuming Bank withhold payment of all or any portion of any such deposit balance. Upon such direction, the Assuming Bank agrees to to hold such deposit such deposit balance. Upon such direction, the Assuming Bank agrees hold such deposit and not to make any payment of such deposit balance toto or on behalf of the depositor, or to itself, to make any payment of such deposit balance or on behalf of the depositor, or to itself, whether by way of transfer, set-off, or otherwise. The Assuming Bank. agrees to maintain thethe whether by way of transfer, set-off, or otherwise. The Assuming Bank agrees to maintain "withheld payment" status of any such deposit balance until directed in in writing by the Receiver "withheld payment" status of any such deposit balance until directed writing by the Receiver or the Corporation as to its disposition. At the direction of the Receiver or the Corporation, the as to its disposition. At the direction of the Receiver or the Corporation, the Assuming Bank. shall return all or any portion of such deposit balance toto the Receiver or the Assuming Bank shall return all or any portion of such deposit balance the Receiver or the Corporation, as appropriate, and thereupon the Assuming Bank shall discharged from any Corporation, as appropriate, and thereupon the Assuming Bank shall bebe discharged from any further liability to such depositor with respect to such returned deposit balance. IfIf such deposit further liability to such depositor with respect to such returned deposit balance. such deposit balance has been paid to the depositor prior to aademand for return by the Corporation oror the paid to the depositor prior to demand for return by the Corporation the Receiver, and payment of such deposit balance had not been previously withheld pursuant to this Receiver, and payment of such deposit balance had not been previously withheld pursuant to this Section, the Assuming Bank shall not be obligated to return such deposit balance the Receiver Section, the Assuming Bank shall not be obllgated to return such deposit balance toto the Receiver or the Corporation. The Assuming Bank shall be obligated toto reimburse the Corporation or the Corporation. The Assuming Bank shall be obligated reimburse the Corporation or the Receiver, as the case may be, for the amount of any deposit balance or portion thereof paid byby Receiver, as the case may be, for the amount of any deposit balance or portion thereof paid the Assuming Bank. in contravention of any previous direction to to withhold payment such Assuming Bank in contravention of any previous direction withhold payment of of such deposit balance or return such deposit balance the payment which was withheld pursuant to deposit balance or return such deposit balance the payment ofof which was withheld pursuant to this Section. 9.6 Proceedings with Respect to Certain Assets and Liabilities. 9.6 Proceedings with Respect to Certain Assets and Liabilities.25 25Whole P & A 991022 & 991022 September 24, 2008; 12:54 PM September 24,2008; 12:54 PM

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Washington Mutual Bank Washington Mutual Bank Henderson, Nevada

Confidential

Return JPMCD 000001550.00095 000001550.00095

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(a) (a) In connection with any investigation, proceeding or other matter with respect to In connection with any investigation, proceeding or other matter with respect to any asset or liability of the Failed Bank retained by the Receiver, any asset or liability of the Failed Bank retained by the Receiver, or or any asset of the Failed Bank any asset of the Failed Bank acquired by the Receiver pursuant this Agreement, the Assuming Bank shall acquired by the Receiver pursuant toto this Agreement, the Assuming Bank shall cooperate to the cooperate to the extent reasonably required by the Receiver. extent reasonably required by the Receiver. (b) In addition its obligations under Section 6.4, the Assuming (b) In addition to to its obligations underSection 6.4, the Assuming Bank shall provide Bank shall provide representatives of the Receiver access at reasonable times and locations without other limitation representatives of the Receiver access at reasonable times andlocatio ns without other limitation qualification to (i) its directors, officers, employees and agents and or qualification to (i) its directors, officers, employees and agents and those of the Subsidiaries those of the Subsidiaries acquired by the Assuming Bank, and (ii) its books and records, the books acquired by the Assuming Bank, and (ii) its books and records, the books and records of such and records of such Subsidiaries and all Credit Files, and copies thereof. Copies of books, Subsidiaries and all Credit Files, and copies thereof. Copies of books, records and Credit Files records and Credit Files shall be provided by the Assuming Bank requested by the Receiver shall be provided by the Assuming Bank asas requested by the Receiver and the costs of and the costs of duplication thereof shall be borne by the Receiver. duplication thereo f shall be borne by the Receiver.

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(c) (c) Not later than ten (10) d

Documents

Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 3/10)