washington mutual (wmi) - attachments/exhibits to the final report of the examiner (part 4/10)

427
WAMU Investigation Question 2: Separate Return State Amounts WMB/WMI/Combined WMI & Subs/WMB & Subs Name Co # Year Original/ Amended Jurisdiction (Refund) Due/ Tax Due Refund Received/ (Tax Due Paid) P&I Received/ (Paid) Date Received (Refund) Outstanding Tax Due Outstanding WMB WMB & Subs WMBFA 2 2006 Original PA -308.429 308.429 0 12.17.07 0 0 WMB WMB & Subs WMBFA 2 2007 Original PA -2.161.335 2.161.335 0 11.10.08 0 0 WMB WMB & Subs WMBFA 2 2001 Amended PA, Phila 187.259 -187.259 0 08.24.07 0 0 WMB WMB & Subs WMBFA 2 2002 Amended PA, Phila -44.573 44.573 0 08.24.07 0 0 WMB WMB & Subs WMBFA 2 2003 Amended PA, Phila -128.159 128.159 0 08.24.07 0 0 WMB WMB & Subs WMBFA 2 2004 Amended PA, Phila 74.979 -74.979 0 08.24.07 0 0 WMB WMB & Subs WMBFA 2 2004 Original PA, Phila -310.261 310.261 0 12.12.05 0 0 WMB WMB & Subs WMBFA 2 2007 Original PA, Randor 0 10 0 01.00.00 0 0 WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended RI 519 0 0 01.00.00 0 519 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended RI 3.328 0 0 01.00.00 0 3.328 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended RI 14.960 0 0 01.00.00 0 14.960 WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended RI -9.184 0 0 01.00.00 -9.184 0 WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original RI -12.609 12.609 0 01.01.07 0 0 WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original RI -5.500 5.500 0 04.06.09 0 0 WMB WMB & Subs Seafair Insurance Agency corp 324 2005 Original RI -1.000 0 0 01.00.00 -1.000 0 WMB WMB & Subs Seafair Insurance Agency corp 324 2007 Original RI -600 600 0 01.01.08 0 0 WMB WMB & Subs WMBFA 2 2001 Amended RI 7.444 -7.444 0 04.21.09 0 0 WMB WMB & Subs WMBFA 2 2002 Amended RI -173.376 173.376 0 04.21.09 0 0 WMB WMB & Subs WMBFA 2 2003 Amended RI -188.022 188.022 569 04.21.09 0 0 WMB WMB & Subs WMBFA 2 2004 Amended RI -350.469 350.469 0 12.06.05 0 0 WMB WMB & Subs Dime NJ Agency, Inc. 334 2004 Original SC -25 25 0 01.01.05 0 0 WMB WMB & Subs HCP Properties, Inc. 241 2007 Original SC -25 25 0 01.01.08 0 0 WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended SC 948 0 0 01.00.00 0 948 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended SC 2.587 0 0 01.00.00 0 2.587 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended SC 791 0 0 01.00.00 0 791 WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended SC -17.672 17.672 2.774 03.03.08 0 0 WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original SC -46.057 46.057 0 01.01.06 0 0 WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original SC -10.950 10.950 0 01.01.07 0 0 WMB WMB & Subs WMBFA 2 2001 Amended SC 9.251 0 0 01.00.00 0 9.251 WMB WMB & Subs WMBFA 2 2002 Amended 1st SC -212.124 212.124 27.801 12.04.06 0 0 WMB WMB & Subs WMBFA 2 2002 Amended 2nd SC 31.773 0 0 01.00.00 0 31.773 WMB WMB & Subs WMBFA 2 2003 Amended SC -404.607 404.607 87.237 06.09.08 0 0 WMB WMB & Subs WMBFA 2 2004 Original SC -225.996 225.996 0 08.24.06 0 0 WMB WMB & Subs ECP Properties, Inc. 278 2004 Original TX -12.306 12.306 0 01.01.05 0 0 WMB WMB & Subs ECP Properties, Inc. 278 2006 Original TX -2.049 2.049 0 01.01.07 0 0 WMB WMB & Subs HCP Properties of Kansas, Inc. 266 2005 Original TX -5.337 5.337 0 07.01.06 0 0 WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended TX 12.592 0 0 01.00.00 0 12.592 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended TX 42.211 0 0 01.00.00 0 42.211 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended TX -30.911 0 0 01.00.00 -30.911 0 WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended TX -225.828 225.828 27.734 07.01.08 0 0 WMB WMB & Subs Long Beach Mortgage Company 130 2004 Original TX -920.771 920.771 0 12.06.05 0 0 WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original TX -58.016 58.016 0 12.11.06 0 0 WMB WMB & Subs Providian Bancorp Services 447 2005 Original TX -28.276 28.276 0 01.17.07 0 0 WMB WMB & Subs Providian Bancorp Services 447 2006 Original TX -10.000 10.000 117 01.18.08 0 0 WMB WMB & Subs Providian Leasing Corporation 449 2005 Original TX -628 628 0 01.01.07 0 0 WMB WMB & Subs Providian Leasing Corporation 449 2006 Original TX -3.000 3.000 0 01.01.07 0 0 WMB WMB & Subs WaMu Investments, Inc 5 2004 Original TX -3.323 3.323 0 03.16.06 0 0 WMB WMB & Subs WaMu Investments, Inc 5 2005 Original TX -3.072 3.072 0 10.17.06 0 0 WMB WMB & Subs WaMu Investments, Inc 5 2006 Original TX -2.307 2.307 0 01.01.07 0 0 WMB WMB & Subs WM Funds Distributors Inc. 16 2004 Original TX -884 884 0 01.01.05 0 0 WMB WMB & Subs WM Funds Distributors Inc. 16 2005 Original TX -1.498 1.498 0 10.25.06 0 0 WMB WMB & Subs WM Funds Distributors Inc. 16 2006 Original TX -1.400 1.400 0 11.15.07 0 0 WMB WMB & Subs WMBFA 2 1998 Amended TX -8.964 8.964 0 09.22.08 0 0 WMB WMI & Subs WMBFA 2 1999 Amended TX 2.741 -2.741 0 09.22.08 0 0 WMB WMB & Subs WMBFA 2 2001 Amended TX 18.144 -18.144 -9.446 08.05.08 0 0 Page 7 of 8

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In re Washington Mutual, Inc., Case No. 08-12229 (MFW)United States Bankruptcy Court, District of DelawareFINAL REPORT OF THE EXAMINERJOSHUA R. HOCHBERGhttp://www.mckennalong.com/news-advisories-2411.html

TRANSCRIPT

Page 1: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

WAMU Investigation Question 2: Separate Return State Amounts

WMB/WMI/Combined

WMI & Subs/WMB &

Subs Name Co # YearOriginal/ Amended Jurisdiction

(Refund) Due/ Tax Due

Refund Received/ (Tax Due Paid)

P&I Received/ (Paid)

Date Received

(Refund) Outstanding

Tax Due Outstanding

WMB WMB & Subs WMBFA 2 2006 Original PA -308.429 308.429 0 12.17.07 0 0WMB WMB & Subs WMBFA 2 2007 Original PA -2.161.335 2.161.335 0 11.10.08 0 0WMB WMB & Subs WMBFA 2 2001 Amended PA, Phila 187.259 -187.259 0 08.24.07 0 0WMB WMB & Subs WMBFA 2 2002 Amended PA, Phila -44.573 44.573 0 08.24.07 0 0WMB WMB & Subs WMBFA 2 2003 Amended PA, Phila -128.159 128.159 0 08.24.07 0 0WMB WMB & Subs WMBFA 2 2004 Amended PA, Phila 74.979 -74.979 0 08.24.07 0 0WMB WMB & Subs WMBFA 2 2004 Original PA, Phila -310.261 310.261 0 12.12.05 0 0WMB WMB & Subs WMBFA 2 2007 Original PA, Randor 0 10 0 01.00.00 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended RI 519 0 0 01.00.00 0 519 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended RI 3.328 0 0 01.00.00 0 3.328 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended RI 14.960 0 0 01.00.00 0 14.960 WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended RI -9.184 0 0 01.00.00 -9.184 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original RI -12.609 12.609 0 01.01.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original RI -5.500 5.500 0 04.06.09 0 0WMB WMB & Subs Seafair Insurance Agency corp 324 2005 Original RI -1.000 0 0 01.00.00 -1.000 0WMB WMB & Subs Seafair Insurance Agency corp 324 2007 Original RI -600 600 0 01.01.08 0 0WMB WMB & Subs WMBFA 2 2001 Amended RI 7.444 -7.444 0 04.21.09 0 0WMB WMB & Subs WMBFA 2 2002 Amended RI -173.376 173.376 0 04.21.09 0 0WMB WMB & Subs WMBFA 2 2003 Amended RI -188.022 188.022 569 04.21.09 0 0WMB WMB & Subs WMBFA 2 2004 Amended RI -350.469 350.469 0 12.06.05 0 0WMB WMB & Subs Dime NJ Agency, Inc. 334 2004 Original SC -25 25 0 01.01.05 0 0WMB WMB & Subs HCP Properties, Inc. 241 2007 Original SC -25 25 0 01.01.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended SC 948 0 0 01.00.00 0 948 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended SC 2.587 0 0 01.00.00 0 2.587 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended SC 791 0 0 01.00.00 0 791 WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended SC -17.672 17.672 2.774 03.03.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original SC -46.057 46.057 0 01.01.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original SC -10.950 10.950 0 01.01.07 0 0WMB WMB & Subs WMBFA 2 2001 Amended SC 9.251 0 0 01.00.00 0 9.251 WMB WMB & Subs WMBFA 2 2002 Amended 1st SC -212.124 212.124 27.801 12.04.06 0 0 WMB WMB & Subs WMBFA 2 2002 Amended 2nd SC 31.773 0 0 01.00.00 0 31.773 WMB WMB & Subs WMBFA 2 2003 Amended SC -404.607 404.607 87.237 06.09.08 0 0WMB WMB & Subs WMBFA 2 2004 Original SC -225.996 225.996 0 08.24.06 0 0WMB WMB & Subs ECP Properties, Inc. 278 2004 Original TX -12.306 12.306 0 01.01.05 0 0WMB WMB & Subs ECP Properties, Inc. 278 2006 Original TX -2.049 2.049 0 01.01.07 0 0WMB WMB & Subs HCP Properties of Kansas, Inc. 266 2005 Original TX -5.337 5.337 0 07.01.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended TX 12.592 0 0 01.00.00 0 12.592 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended TX 42.211 0 0 01.00.00 0 42.211 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended TX -30.911 0 0 01.00.00 -30.911 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended TX -225.828 225.828 27.734 07.01.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Original TX -920.771 920.771 0 12.06.05 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original TX -58.016 58.016 0 12.11.06 0 0WMB WMB & Subs Providian Bancorp Services 447 2005 Original TX -28.276 28.276 0 01.17.07 0 0WMB WMB & Subs Providian Bancorp Services 447 2006 Original TX -10.000 10.000 117 01.18.08 0 0WMB WMB & Subs Providian Leasing Corporation 449 2005 Original TX -628 628 0 01.01.07 0 0WMB WMB & Subs Providian Leasing Corporation 449 2006 Original TX -3.000 3.000 0 01.01.07 0 0WMB WMB & Subs WaMu Investments, Inc 5 2004 Original TX -3.323 3.323 0 03.16.06 0 0WMB WMB & Subs WaMu Investments, Inc 5 2005 Original TX -3.072 3.072 0 10.17.06 0 0WMB WMB & Subs WaMu Investments, Inc 5 2006 Original TX -2.307 2.307 0 01.01.07 0 0WMB WMB & Subs WM Funds Distributors Inc. 16 2004 Original TX -884 884 0 01.01.05 0 0WMB WMB & Subs WM Funds Distributors Inc. 16 2005 Original TX -1.498 1.498 0 10.25.06 0 0WMB WMB & Subs WM Funds Distributors Inc. 16 2006 Original TX -1.400 1.400 0 11.15.07 0 0WMB WMB & Subs WMBFA 2 1998 Amended TX -8.964 8.964 0 09.22.08 0 0WMB WMI & Subs WMBFA 2 1999 Amended TX 2.741 -2.741 0 09.22.08 0 0WMB WMB & Subs WMBFA 2 2001 Amended TX 18.144 -18.144 -9.446 08.05.08 0 0

Page 7 of 8

Page 2: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

WAMU Investigation Question 2: Separate Return State Amounts

WMB/WMI/Combined

WMI & Subs/WMB &

Subs Name Co # YearOriginal/ Amended Jurisdiction

(Refund) Due/ Tax Due

Refund Received/ (Tax Due Paid)

P&I Received/ (Paid)

Date Received

(Refund) Outstanding

Tax Due Outstanding

WMB WMB & Subs WMBFA 2 2002 Amended TX -119.054 119.054 13.062 08.05.08 0 0WMB WMB & Subs WMBFA 2 2003 Amended TX -198.959 198.959 27.587 08.05.08 0 0WMB WMB & Subs WMBFA 2 2005 Original TX -9.217 9.217 0 12.01.06 0 0WMB WMB & Subs WMBFA Insurance Agency, Inc. 62 2005 Original TX -2.832 2.832 0 09.27.06 0 0WMB WMB & Subs WMBFA Insurance Agency, Inc. 62 2006 Original TX -1.500 1.500 0 01.01.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended VA 4.342 -4.342 0 12.20.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended VA 18.706 -15.595 0 12.20.07 0 3111WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended VA -3.111 2.184 0 11.12.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended VA -90.611 0 0 01.00.00 -90.611 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original VA -156.797 156.792 0 12.01.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original VA -36.500 36.500 320 12.19.07 0 0WMB WMB & Subs WMBFA 2 2001 Amended VA 2.456 -2.456 -7.456 01.00.00 0 0WMB WMB & Subs WMBFA 2 2002 Amended VA -387.076 395.533 167.272 12.09.05 0 0WMB WMB & Subs WMBFA 2 2003 Amended VA -1.770.066 0 0 01.00.00 -1.770.066 0WMB WMB & Subs WMBFA 2 2004 Original VA -945.000 945.000 0 01.01.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended VT 39 0 0 01.00.00 0 39 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended VT 35 0 0 01.00.00 0 35 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended VT 105 0 0 01.00.00 0 105 WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended VT -434 0 0 01.00.00 -434 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original VT -6.811 9.436 0 01.01.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original VT -250 250 0 01.01.07 0 0WMB WMB & Subs WM Funds Distributors Inc. 16 2004 Original VT -250 250 0 01.01.05 0 0WMB WMB & Subs California Reconveyance Company 111 2006 Original WI -31.954 31.979 0 01.01.07 0 0WMB WMB & Subs California Reconveyance Company 111 2007 Original WI -30.000 30.000 0 09.09.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended WI 117 0 0 01/00/00 0 117WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended WI 896 0 0 01.00.00 0 896 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended WI -1.482 0 0 01.00.00 -1.482 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended WI -22.444 22.444 7.444 04.07.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original WI -5.014 5.014 481 01.00.00 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original WI -8.975 8.945 1.156 01.01.08 0 0WMB WMB & Subs WaMu Capital Corp. 403 2005 Original WI 0 25 0 10.17.08 0 0WMB WMB & Subs WaMu Insurance Services 233 2007 Original WI 0 25 0 09.24.08 0 0WMB WMB & Subs WMBFA 2 2001 Amended WI 2.108 -2.108 -13.051 02.04.08 0 0WMB WMB & Subs WMBFA 2 2002 Amended WI -1.282.484 0 0 01.00.00 -1.282.484 0WMB WMB & Subs WMBFA 2 2003 Amended WI -2.418.666 0 0 01.00.00 -2.418.666 0WMB WMB & Subs WMBFA 2 2004 Original WI -1.299.975 1.299.975 0 01.01.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended WV -294 294 0 11.26.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended WV -2.838 2.838 0 11.26.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original WV -3.113 3.113 0 01.01.07 0 0WMB WMB & Subs WaMu Capital Corp. 403 2005 Original WV -225 225 0 02.01.07 0 0WMB WMB & Subs WaMu Capital Corp. 403 2007 Original WV -175 175 0 01.00.00 0 0WMB WMB & Subs WMBFA 2 2002 Amended 1st WV -72.716 72.716 0 12.05.06 0 0WMB WMB & Subs WMBFA 2 2002 Amended 2nd WV 10.201 -10.201 0 07.08.08 0 0WMB WMB & Subs WMBFA 2 2003 Amended WV -398.557 398.557 10.161 07.08.08 0 0WMB WMB & Subs WMBFA 2 2004 Original WV -142.051 142.051 0 12.28.08 0 0

-182.707.489 110.721.934 -252.532 -73.709.753 1.714.854

Total Separate Return State Refunds Outstanding -71.994.898

Page 8 of 8

Page 3: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

WAMU Investigation Question 2: Separate Return State Amounts

WMB/WMI/Combined

WMI & Subs/WMB &

Subs Name Co # YearOriginal/ Amended Jurisdiction

(Refund) Due/ Tax Due

Refund Received/ (Tax Due Paid)

P&I Received/ (Paid)

Date Received

(Refund) Outstanding

Tax Due Outstanding

WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended AL -15.013 0 0 01.00.00 -15.013 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended AL -10.970 0 0 01.00.00 -10.970 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original AL -15.781 8.524 740 04.08.08 -7.257 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original AL -9.000 9.000 20 01.23.08 0 0WMB WMB & Subs WMBFA 2 2002 Amended AL -24.217 24.217 0 09.08.08 0 0WMB WMB & Subs WMBFA 2 2003 Amended AL -45.308 0 0 01.00.00 -45.308 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original AL - PSA -10.990 0 0 01.00.00 -10.990 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended AR 1.221 -1.221 645 08.24.07 0 0 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended AR 8.429 -8.429 3.607 08.24.07 0 0 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended AR 23.546 -23.546 8.109 08.24.07 0 0 WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended AR -14.895 0 0 01.00.00 -14.895 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original AR -4.500 4.500 0 11.27.07 0 0WMB WMB & Subs Providian Bancorp Services 447 2005 Original AR -2.354 2.354 0 11.20.06 0 0WMB WMB & Subs WMBFA 2 2002 Amended 1st AR -53.704 53.704 15.699 10.17.06 0 0WMB WMB & Subs WMBFA 2 2002 Amended 2nd AR 7.533 -7.533 -3.455 12.14.07 0 0WMB WMB & Subs WMBFA 2 2003 Amended AR -67.090 67.090 21.248 12.14.07 0 0WMB WMB & Subs WMBFA 2 2004 Original AR -43.000 43.000 0 01.01.05 0 0WMB WMB & Subs HCP Properties, Inc. 241 2008 Original CT -250 250 0 10.20.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended CT 919 0 0 01.00.00 0 919 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended CT 3.531 0 0 01.00.00 0 3.531 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended CT -25.579 4.662 2.172 02.04.09 -20.917 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended CT -86.949 0 0 01.00.00 -86.949 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Original CT -117 117 0 01.00.00 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original CT -92.707 92.707 0 10.25.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original CT -44.250 44.250 0 02.23.09 0 0WMB WMB & Subs WMBFA 2 1998 Amended CT -100.402 0 0 01.00.00 -100.402 0WMB WMB & Subs WMBFA 2 1999 Amended CT 95.607 0 0 01.00.00 0 95.607 WMB WMB & Subs WMBFA 2 2000 Amended CT -99.148 0 0 01.00.00 -99.148 0WMB WMB & Subs WMBFA 2 2001 Amended CT 172.628 0 0 01.00.00 0 172.628 WMB WMB & Subs WMBFA 2 2002 Amended CT -1.916.207 0 0 01.00.00 -1.916.207 0WMB WMB & Subs WMBFA 2 2003 Amended CT -4.223.062 0 0 01.00.00 -4.223.062 0WMB WMB & Subs WMBFA 2 2004 Original CT -1.661 1.661 0 07.24.06 0 0WMB WMB & Subs WMBFA 2 2005 Original CT -2.648.280 2.648.280 0 01.01.06 0 0WMB WMB & Subs WMBFA 2 2006 Original CT -21.650 0 0 01.00.00 -21.650 0WMB WMB & Subs WMBFA 2 2007 Original CT -11.750 11.750 0 11.24.08 0 0WMB WMB & Subs WMBFA 2 2001 Amended DC 14.810 0 0 01.00.00 14.810 0WMB WMB & Subs WMBFA 2 2002 Amended DC -167.000 0 0 01.00.00 -167.000 0WMB WMB & Subs WMBFA 2 2003 Amended DC -439.587 0 0 01.00.00 -439.587 0WMB WMB & Subs WMBFA 2 2004 Original DC -260.853 0 0 01.00.00 -260.853 0WMB WMB & Subs WMBFA 2 2001 Amended DE 10.399 0 0 01.00.00 0 10.399 WMB WMB & Subs WMBFA 2 2002 Amended 1st DE -135.583 135.583 0 06.20.07 0 0WMB WMB & Subs WMBFA 2 2002 Amended 2nd DE 19.020 0 0 01.00.00 0 19.020 WMB WMB & Subs WMBFA 2 2003 Amended DE -303.943 303.943 31.356 04.15.08 0 0WMB WMB & Subs WMBFA 2 2005 Original DE -150.000 150.000 0 01.01.07 0 0WMB WMI & Subs ACD3 248 2005 Original FL -126.125 126.000 0 09.21.06 0 0WMB WMI & Subs ACD3 260 2005 Original FL -50 50 0 09.21.06 0 0WMB WMI & Subs ACD5 248 2006 Original FL -10.000 10.000 0 01.01.07 0 0WMB WMI & Subs Ahmanson Residential 4 261 2005 Original FL -125 125 0 09.21.06 0 0WMB WMB & Subs HMP Properties, Inc. 279 2005 Original FL -8.943 8.943 0 08.28.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended FL 24.130 -24.130 -12.435 09.24.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended FL 148.017 -148.017 -55.263 09.24.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended FL 268.621 -268.621 -89.223 09.24.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended FL -272.501 0 0 01.00.00 -272.501 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original FL -357.633 357.633 0 10.06.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original FL -109.500 109.500 0 01.01.07 0 0

Page 1 of 8

Page 4: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

WAMU Investigation Question 2: Separate Return State Amounts

WMB/WMI/Combined

WMI & Subs/WMB &

Subs Name Co # YearOriginal/ Amended Jurisdiction

(Refund) Due/ Tax Due

Refund Received/ (Tax Due Paid)

P&I Received/ (Paid)

Date Received

(Refund) Outstanding

Tax Due Outstanding

WMB WMB & Subs Sunpoint Financial Corp 104 2006 Original FL -1.748 1.640 0 01.01.07 0 0WMB WMB & Subs WaMu Investments, Inc 5 2004 Original FL -100.000 100.000 0 01.01.05 0 0WMB WMB & Subs WaMu Investments, Inc 5 2005 Original FL -26.542 26.542 0 10.02.06 0 0WMB WMB & Subs WaMu Investments, Inc 5 2007 Original FL -15.500 15.500 0 10.01.08 0 0WMB WMB & Subs WM Funds Distributors Inc. 16 2006 Amended FL -20.129 20.129 0 05.07.09 0 0 WMB WMB & Subs WMBFA 2 1998 Amended FL -332.574 332.574 0 08.15.08 0 0WMB WMB & Subs WMBFA 2 1999 Amended FL 324.766 -324.766 0 08.15.08 0 0WMB WMB & Subs WMBFA 2 2000 Amended FL -403.566 403.566 0 08.15.08 0 0WMB WMB & Subs WMBFA 2 2001 Amended FL -495.008 495.008 0 01.22.08 0 0WMB WMB & Subs WMBFA 2 2002 Amended FL 1.109.655 -1.109.655 -181.015 01.22.08 0 0WMB WMB & Subs WMBFA 2 2003 Amended FL -6.665.409 6.665.409 193.021 01.22.08 0 0WMB WMB & Subs WMBFA 2 2004 Original FL -8.260.000 8.260.000 0 11.05.05 0 0WMB WMB & Subs WMBFA 2 2005 Original FL -500.000 500.000 0 10.24.06 0 0WMB WMB & Subs WMBFA Insurance Agency, Inc. 62 2005 Original FL -12.087 12.087 0 11.01.06 0 0WMB WMB & Subs HCP Properties, Inc. 241 2006 Original GA -4.020 4.010 0 01.01.07 0 0WMB WMB & Subs HCP Properties, Inc. 241 2007 Original GA -20 20 0 01.01.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended GA 2.235 1.609 0 03.18.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended GA 22.142 0 0 01.00.00 0 22.142 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended GA -125.209 125.209 52.588 03.18.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended GA -265.004 265.004 79.513 03.18.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original GA -851.250 652.760 0 04.20.07 -198.490 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original GA -80.000 0 0 01.00.00 -80.000 0WMB WMB & Subs Providian Leasing Corporation 449 2005 Original GA -1.994 1.984 0 01.01.07 0 0WMB WMB & Subs WaMu Investments, Inc 5 2007 Original GA -1.475 0 0 01.00.00 -1.475 0WMB WMB & Subs WM Funds Distributors Inc. 16 2005 Original GA -550 0 0 01.00.00 -550 0WMB WMB & Subs WM Funds Distributors Inc. 16 2006 Original GA -660 0 0 01.00.00 -660 0WMB WMB & Subs WMBFA 2 1998 Amended GA -2.213 0 0 01.00.00 -2.213 0WMB WMB & Subs WMBFA 2 1999 Amended GA 19.548 0 0 01.00.00 0 19.548 WMB WMB & Subs WMBFA 2 2000 Amended GA 7.831 0 0 01.00.00 0 7.831 WMB WMB & Subs WMBFA 2 2001 Amended GA 75.346 0 0 01.00.00 0 75.346 WMB WMB & Subs WMBFA 2 2002 Amended GA -1.703.808 0 0 01.00.00 -1.703.808 0WMB WMB & Subs WMBFA 2 2003 Amended GA -2.249.779 0 0 01.00.00 -2.249.779 0WMB WMB & Subs WMBFA 2 2004 Original GA -1.335.944 1.335.944 0 11.02.05 0 0WMB WMB & Subs WMBFA 2 2007 Original GA -4.989 0 0 01.00.00 -4.989 0WMB WMB & Subs WMBFA Insurance Agency, Inc. 62 2004 Original GA -20 0 0 01.00.00 -20 0WMB WMB & Subs WMBFA Insurance Agency, Inc. 62 2005 Original GA -762 0 0 01.00.00 -762 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended HI 57.293 -57.293 0 10.24.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended IA 2.735 -2.735 -1.578 12.14.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended IA 5.342 -5.342 -1.912 12.14.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended IA -1.470 1.470 384 08.06.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended IA -23.410 23.410 157 02.13.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original IA -18.187 18.187 273 01.23.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original IA -6.000 6.000 48 04.14.09 0 0WMB WMB & Subs WMBFA 2 2002 Amended 1st IA -59.489 59.489 9.994 06.16.06 0 0WMB WMB & Subs WMBFA 2 2002 Amended 2nd IA 8.917 -8.917 0 01.30.08 0 0WMB WMB & Subs WMBFA 2 2003 Amended IA -73.811 73.811 15.500 01.30.08 0 0WMB WMB & Subs WMBFA 2 2004 Original IA -30.000 30.000 0 01.01.05 0 0WMB WMB & Subs WMB & Subs 70 1998 Amended IN -7.567 0 0 01.00.00 -7.567 0WMB WMB & Subs WMB & Subs 70 1999 Amended IN 19.008 0 0 01.00.00 0 19.008 WMB WMB & Subs WMB & Subs 70 2000 Amended IN -14.275 0 0 01.00.00 -14.275 0WMB WMB & Subs WMB & Subs 70 2001 Amended 1st IN 33.300 0 0 01.00.00 0 33.300 WMB WMB & Subs WMB & Subs 70 2001 Amended 2nd IN 33.300 0 0 01.00.00 0 33.300 WMB WMB & Subs WMB & Subs 70 2002 Amended 1st IN -569.714 569.714 2.167 11.29.06 0 0WMB WMB & Subs WMB & Subs 70 2002 Amended 2nd IN -476.491 476.491 -9.886 09.10.08 0 0WMB WMB & Subs WMB & Subs 70 2003 Amended IN -905.306 905.306 0 09.10.08 0 0

Page 2 of 8

Page 5: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

WAMU Investigation Question 2: Separate Return State Amounts

WMB/WMI/Combined

WMI & Subs/WMB &

Subs Name Co # YearOriginal/ Amended Jurisdiction

(Refund) Due/ Tax Due

Refund Received/ (Tax Due Paid)

P&I Received/ (Paid)

Date Received

(Refund) Outstanding

Tax Due Outstanding

WMB WMB & Subs WMB & Subs 70 2004 Original IN -1.137.376 1.137.376 9.722 03.16.06 0 0WMB WMB & Subs WMB & Subs 70 2005 Original IN -870.000 870.000 10.227 05.07.07 0 0WMB WMB & Subs WMB & Subs 70 2006 Original IN -310.000 310.000 0 02.05.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended KS 2.520 -2.520 0 12.14.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original KS -42.712 42.712 549 01.01.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original KS -1.000 1.000 0 01.03.07 0 0WMB WMB & Subs WMBFA 2 2001 Amended KS 660 -660 -61 06.09.08 0 0WMB WMB & Subs WMBFA 2 2002 Amended 1st KS -44.687 44.687 926 08.16.06 0 0WMB WMB & Subs WMBFA 2 2002 Amended 2nd KS 1.311 -1.311 -926 06.09.08 0 0WMB WMB & Subs WMBFA 2 2003 Amended KS -30.973 30.973 995 01.00.00 0 0WMB WMB & Subs WMBFA 2 2004 Original KS -75.038 75.038 0 01.01.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended KY 542 -542 0 08.24.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended KY 2.556 -2.556 0 08.24.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended KY 52.325 -52.325 10.462 08.24.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended KY -35.038 35.038 5.086 12.03.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original KY -106.553 106.553 2.323 07.16.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original KY -37.286 37.286 2.176 12.03.08 0 0WMB WMB & Subs Providian Bancorp Services 447 2006 Original KY -5.395 5.395 212 01.01.08 0 0WMB WMB & Subs Providian Leasing Corporation 449 2006 Original KY -4.650 4.650 0 01.01.07 0 0WMB WMB & Subs WMBFA 2 2002 Amended KY, Boone County -624 624 0 11.21.07 0 0WMB WMB & Subs WMBFA 2 2003 Amended KY, Boone County -836 836 16 11.21.07 0 0WMB WMB & Subs Providian Bancorp Services 447 2005 Original KY, Louisville -1.971 1.971 479 03.29.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended LA 29.470 0 0 01.00.00 0 29.470 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended LA 8.897 0 0 01.00.00 0 8.897 WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended LA -11.513 11.513 1.697 01.00.00 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original LA -42.990 42.990 0 01.01.07 0 0WMB WMB & Subs WaMu Capital Corp. 403 2007 Original LA 0 0 0 01.00.00 0 0WMB WMB & Subs WM Home Loans, Inc. 315 2001 Original LA -13 13 0 10.23.08 0 0WMB WMB & Subs WM Home Loans, Inc. 315 2003 Original LA -17 17 0 10.23.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended MA 14.472 -14.472 -7.168 10.24.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended MA 57.614 -57.614 -22.858 10.24.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended MA -2.868 2.868 8 11.26.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended MA -90.747 0 0 01.00.00 -90.747 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original MA -295.310 295.310 0 01.01.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original MA -58.044 58.044 0 01.01.07 0 0WMB WMB & Subs WMBFA 2 1998 Amended MA -118.373 0 0 01.00.00 -118.373 0WMB WMB & Subs WMBFA 2 1999 Amended MA 82.112 0 0 01.00.00 0 82.112 WMB WMB & Subs WMBFA 2 2000 Amended MA -146.785 0 0 01.00.00 -146.785 0WMB WMB & Subs WMBFA 2 2001 Amended MA 230.838 0 0 01.00.00 0 230.838 WMB WMB & Subs WMBFA 2 2002 Amended MA -2.453.170 0 0 01.00.00 -2.453.170 0WMB WMB & Subs WMBFA 2 2003 Amended MA -3.704.393 0 0 01.00.00 -3.704.393 0WMB WMB & Subs WMBFA 2 2004 Amended MA -13.732 0 0 01.00.00 -13.732 0WMB WMB & Subs WMBFA 2 2005 Original MA -4.899.321 4.868.667 0 04.11.06 -30.654 0WMB WMI & Subs Ahmanson Residential Development 247 2005 Original MD -500 500 0 10.11.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended MD 3.633 -3.633 0 10.24.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended MD 17.733 -17.733 0 10.24.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended MD -4.122 4.122 0 10.24.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended MD -108.417 108.417 14.917 01.09.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original MD -97.105 97.105 0 11.01.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original MD -45.500 45.500 0 01.01.07 0 0WMB WMB & Subs WMBFA 2 1998 Amended MD -35.081 35.081 0 07.18.08 0 0WMB WMB & Subs WMBFA 2 1999 Amended MD 63.130 -63.130 0 07.18.08 0 0WMB WMB & Subs WMBFA 2 2001 Amended MD 82.140 0 0 01.00.00 0 82.140 WMB WMB & Subs WMBFA 2 2002 Amended MD -1.131.389 1.016.940 540 12.28.07 -114.449 0WMB WMB & Subs WMBFA 2 2003 Amended MD -1.753.535 1.766.377 119.999 12.28.07 0 0

Page 3 of 8

Page 6: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

WAMU Investigation Question 2: Separate Return State Amounts

WMB/WMI/Combined

WMI & Subs/WMB &

Subs Name Co # YearOriginal/ Amended Jurisdiction

(Refund) Due/ Tax Due

Refund Received/ (Tax Due Paid)

P&I Received/ (Paid)

Date Received

(Refund) Outstanding

Tax Due Outstanding

WMB WMB & Subs WMBFA 2 2004 Amended MD -20.658 0 0 01.00.00 -20.658 0WMB WMB & Subs WMBFA 2 2005 Original MD -898.421 898.421 0 01.01.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended MI 806 -806 0 11.20.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended MI 8.560 -8.560 0 11.20.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended MI -1.453 1.453 0 11.20.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended MI -17.372 17.372 0 12.31.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original MI -85.096 85.096 297 03.03.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original MI -27.000 27.000 0 07.09.09 0 0WMB WMB & Subs WM Funds Distributors Inc. 16 2005 Original MI -150 150 0 02.14.07 0 0WMB WMB & Subs WMBFA 2 2001 Amended MI 24.812 -24.812 0 02.18.08 0 0WMB WMB & Subs WMBFA 2 2002 Amended MI -332.542 332.542 2.078 02.18.08 0 0WMB WMB & Subs WMBFA 2 2003 Amended MI -577.023 577.023 3.917 02.18.08 0 0WMB WMB & Subs WMBFA 2 2004 Amended MI -60.698 0 0 01.00.00 -60.698 0WMB WMB & Subs WMBFA 2 2005 Original MI -360.988 361.505 0 01.01.06 0 0WMB WMB & Subs WMBFA 2 2006 Original MI -508.724 508.724 0 11.19.07 0 0WMB WMB & Subs WMBFA 2 2007 Original MI -396.000 396.000 0 01.27.09 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended MO 4.480 -4.480 -940 06.27.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended MO 16.021 -16.024 -7.051 06.27.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended MO -19.343 19.343 0 12.15.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended MO -34.638 34.638 0 12.15.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Original MO -43.920 43.920 0 03.16.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original MO -65.297 65.249 0 01.01.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original MO -21.000 30.491 0 02.12.08 0 0WMB WMB & Subs WMBFA 2 1998 Amended MO 0 0 0 01.00.00 0 0WMB WMB & Subs WMBFA 2 1999 Amended MO 0 0 0 01.00.00 0 0WMB WMB & Subs WMBFA 2 2000 Amended MO 0 0 0 01.00.00 0 0WMB WMB & Subs WMBFA 2 2001 Amended MO 0 0 0 01.00.00 0 0WMB WMB & Subs WMBFA 2 2002 Amended MO 0 0 0 01.00.00 0 0WMB WMB & Subs WMBFA 2 2003 Amended MO 0 0 0 01.00.00 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended MS 167.560 -167.560 -125.294 08.12.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended MS 4.237 -4.237 -2.627 08.12.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended MS 425 -425 -213 08.12.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Original MS -40.975 40.975 0 01.01.06 0 0WMB WMB & Subs WMBFA 2 2002 Amended 1st MS -10.414 10.414 0 10.25.06 0 0WMB WMB & Subs WMBFA 2 2002 Amended 2nd MS -580 580 0 11.06.07 0 0WMB WMB & Subs WMBFA 2 2003 Amended MS -15.683 15.683 0 11.06.07 0 0WMB WMB & Subs WMBFA 2 2004 Original MS -38.002 38.002 0 01.01.06 0 0WMB WMB & Subs WMBFA 2 2006 Original MS -1.075 1.075 0 01.23.08 0 0WMB WMB & Subs HCP Properties of North Carolina 378 2005 Original NC -16.823 16.823 693 01.01.08 0 0WMB WMB & Subs HCP Properties of North Carolina 378 2006 Original NC -1.352 1.352 82 03.06.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended NC 4.156 0 0 01.00.00 0 4.156 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended NC 19.039 0 0 01.00.00 0 19.039 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended NC -5.851 5.851 0 03.26.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended NC -56.283 0 0 01.00.00 -56.283 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original NC -148.439 0 0 01.00.00 -148.439 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original NC -40.500 0 0 01.00.00 -40.500 0WMB WMB & Subs WM Funds Distributors Inc. 16 2006 Original NC -620 0 0 01.00.00 -620 0WMB WMB & Subs WMBFA 2 1998 Amended NC -15.710 0 0 01.00.00 -15.710 0WMB WMB & Subs WMBFA 2 1999 Amended NC 17.835 0 0 01.00.00 0 17.835 WMB WMB & Subs WMBFA 2 2000 Amended NC -24.083 0 0 01.00.00 -24.083 0WMB WMB & Subs WMBFA 2 2001 Amended NC 28.639 0 -24.822 01.00.00 0 53.461 WMB WMB & Subs WMBFA 2 2002 Amended NC -661.386 0 0 01.00.00 -661.386 0WMB WMB & Subs WMBFA 2 2003 Amended NC -1.026.234 0 0 01.00.00 -1.026.234 0WMB WMB & Subs WMBFA 2 2004 Original NC -404.570 404.681 0 01.01.06 0 0WMB WMB & Subs WMBFA 2 2006 Original NC -157.285 157.225 5.531 06.26.08 0 0

Page 4 of 8

Page 7: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

WAMU Investigation Question 2: Separate Return State Amounts

WMB/WMI/Combined

WMI & Subs/WMB &

Subs Name Co # YearOriginal/ Amended Jurisdiction

(Refund) Due/ Tax Due

Refund Received/ (Tax Due Paid)

P&I Received/ (Paid)

Date Received

(Refund) Outstanding

Tax Due Outstanding

WMB WMB & Subs WMBFA 2 2007 Original NC -161.993 0 0 01.00.00 -161.993 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended NE 1.444 -1.444 0 02.18.09 0 0 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended NE 4.081 -4.081 0 02.18.09 0 0 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended NE -1.409 1.409 0 02.18.09 0 0WMB WMB & Subs Anchor Systems Corp. 336 2007 Original NJ -824 746 -44 01.09.09 0 0WMB WMB & Subs L.V.S. Corporation 351 2007 Original NJ -2.080 2.080 0 07.23.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended NJ 1.720 0 0 01.00.00 0 1.720 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended NJ 15.502 0 0 01.00.00 0 15.502 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended NJ -5.609 0 0 01.00.00 -5.609 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended NJ -225.354 0 0 01.00.00 -225.354 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original NJ -44.668 25.888 0 01.01.08 -18.780 0WMB WMB & Subs North Properties, Inc. 376 2004 Original NJ -6.075 6.075 0 05.23.06 0 0WMB WMB & Subs WaMu Capital Corp. 403 2005 Original NJ -50 0 0 01.00.00 -50 0WMB WMB & Subs WaMu Insurance Services 233 2004 Original NJ -12.200 12.200 0 01.01.05 0 0WMB WMB & Subs WaMu Insurance Services 233 2005 Original NJ -1.450 1.450 0 11.21.06 0 0WMB WMB & Subs WaMu Investments, Inc 5 2004 Original NJ -105.297 105.217 0 01.01.06 0 0WMB WMB & Subs WaMu Investments, Inc 5 2005 Original NJ -2.100 2.100 0 10.24.06 0 0WMB WMB & Subs WaMu Investments, Inc 5 2007 Original NJ -2.860 700 0 11.13.08 -2.160 0WMB WMB & Subs WM Funds Distributors Inc. 16 2005 Original NJ -1.000 1.000 0 12.01.06 0 0WMB WMB & Subs WMBFA 2 1998 Amended NJ -39.166 0 0 01.00.00 -39.166 0WMB WMB & Subs WMBFA 2 1999 Amended NJ 17.123 0 0 01.00.00 0 17.123 WMB WMB & Subs WMBFA 2 2000 Amended NJ -27.128 0 0 01.00.00 -27.128 0WMB WMB & Subs WMBFA 2 2001 Amended NJ 63.226 0 0 01.00.00 0 63.226 WMB WMB & Subs WMBFA 2 2002 Amended NJ -2.878.703 0 0 01.00.00 -2.878.703 0WMB WMB & Subs WMBFA 2 2003 Amended NJ -6.409.217 6.409.217 0 04.30.08 0 0WMB WMB & Subs WMBFA 2 2004 Original NJ -2.000.000 2.000.000 0 01.01.06 0 0WMB WMB & Subs WMBFA 2 2007 Original NJ -881.921 881.921 -9 01.26.09 0 0WMB WMB & Subs WMBFA Insurance Agency, Inc. 62 2004 Original NJ -20.950 20.950 0 07.28.05 0 0WMB WMB & Subs WMBFA Insurance Agency, Inc. 62 2005 Original NJ -2.000 2.000 0 10.05.06 -2.000 0WMB WMB & Subs 620-622 Pelhamdale Ave Owners Corporation 387 2004 Original NY -1.145 1.145 0 05.20.05 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended NYC 74.254 0 0 01.00.00 0 74.254 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended NYC 151.778 0 0 01.00.00 0 151.778 WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended NYC -41.429 0 0 01.00.00 -41.429 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Original NYC -223.848 0 0 01.00.00 -223.848 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original NYC -444.532 444.532 0 11.01.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original NYC -43.200 43.100 0 01.01.07 0 0WMB WMB & Subs WMB & Subs 2 2001 Amended NYC 30.656 -30.656 -24.397 12.27.07 0 0WMB WMB & Subs WMB & Subs 2 2002 Amended 1st NYC -7.476.263 7.476.263 31 12.08.06 0 0WMB WMB & Subs WMB & Subs 2 2002 Amended 2nd NYC 1.074.866 -1.074.866 -747.380 12.27.07 0 0WMB WMB & Subs WMB & Subs 2 2003 Amended NYC -10.084.113 10.084.113 0 12.27.07 0 0WMB WMB & Subs WMB & Subs 2 2004 Original NYC -10.085.052 10.085.052 -20.455 01.01.06 0 0WMB WMB & Subs WMB & Subs 2 2006 Original NYC -383.518 383.518 0 02.05.08 0 0WMB WMB & Subs WMB & Subs 2 2007 Original NYC -17.683 17.683 301 02.18.09 0 0WMB WMB & Subs WMB & Subs 2 2008 Original NYC -46.819 0 0WMB WMB & Subs WMB & Subs 2 1998 Amended NYC -4.718 3.622 0 04.07.09 0 0WMB WMB & Subs WMB & Subs 2 1999 Amended NYC 11.366 -11.366 -7.883 02.18.09 0 0WMB WMB & Subs WMB & Subs 2 2000 Amended NYC -7.246 7.246 191 04.07.09 0 0WMB WMI & Subs Ahmanson Residential Development 247 2007 Original NYS 0 0 0 02.03.09 0 0WMB WMI & Subs First Select Corporation 441 2006 Original NYS -199 0 0 01/00/00 0 0 WMB WMB & Subs Harmony Agency, Inc. 349 2004 Original NYS -1.452 1.452 0 06.03.05 0 0WMB WMB & Subs Lincoln Realty Capital, Inc. 344 2005 Original NYS -150 150 4 09.19.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended NYS 29.423 0 0 01.00.00 0 29.423 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended NYS 55.536 0 0 01.00.00 0 55.536 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended NYS -13.251 0 0 01.00.00 -13.251 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended NYS -401.809 0 0 01.00.00 -401.809 0

Page 5 of 8

Page 8: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

WAMU Investigation Question 2: Separate Return State Amounts

WMB/WMI/Combined

WMI & Subs/WMB &

Subs Name Co # YearOriginal/ Amended Jurisdiction

(Refund) Due/ Tax Due

Refund Received/ (Tax Due Paid)

P&I Received/ (Paid)

Date Received

(Refund) Outstanding

Tax Due Outstanding

WMB WMB & Subs Long Beach Mortgage Company 130 2004 Original NYS -184.572 182.572 0 12.06.05 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original NYS -91.146 101.368 0 10.01.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original NYS -77.212 0 0 01.00.00 -77.212 0WMB WMB & Subs WMB & Subs 2 1998 Amended NYS -9.996 0 0 01.00.00 -9.996 0WMB WMB & Subs WMB & Subs 2 1999 Amended NYS 14.558 0 0 01.00.00 0 14.558 WMB WMB & Subs WMB & Subs 2 2000 Amended NYS -6.555 0 0 01.00.00 -6.555 0WMB WMB & Subs WMB & Subs 2 2001 Amended NYS -43.468 0 0 01.00.00 -43.468 0WMB WMB & Subs WMB & Subs 2 2002 Amended NYS -12.768.586 0 0 01.00.00 -12.768.586 0WMB WMB & Subs WMB & Subs 2 2003 Amended NYS -21.479.078 0 0 01.00.00 -21.479.078 0WMB WMB & Subs WMB & Subs 2 2004 Original NYS -17.771.545 17.771.545 0 01.01.07 0 0WMB WMB & Subs WMB & Subs 2 2005 Original NYS -1.441.809 1.441.809 93.516 03.19.07 0 0WMB WMB & Subs WMB & Subs 2 2006 Original NYS -1.841.813 1.841.813 14.917 02.05.08 0 0WMB WMB & Subs WMB & Subs 2 2007 Original NYS -381.998 0 0 01.00.00 -381.998 0WMB WMB & Subs WMB & Subs 2 2008 Original NYS -1.227.887 0 0 -1.227.887 0WMB WMB & Subs Yellowstone Ventures, Inc. 371 2008 Original NYS -29.257 29.257 0 05.29.09 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original NYS Metro -24.127 0 0 01.00.00 -24.127 0WMB WMB & Subs WMB & Subs 2 2001 Amended NYS Metro 43.468 0 0 01.00.00 0 43.468 WMB WMB & Subs WMB & Subs 2 2002 Amended NYS Metro -2.494.705 0 0 01.00.00 -2.494.705 0WMB WMB & Subs WMB & Subs 2 2003 Amended NYS Metro -4.381.732 0 0 01.00.00 -4.381.732 0WMB WMB & Subs WMB & Subs 2 2004 Original NYS Metro -2.269.313 2.269.313 0 01.01.07 0 0WMB WMB & Subs WMB & Subs 2 2006 Original NYS Metro -419.548 413.760 0 01.23.08 -5.788 0WMB WMB & Subs WMB & Subs 2 2007 Original NYS Metro -88.915 72.482 0 02.02.09 0 0WMB WMB & Subs WMB & Subs 2 2008 Original NYS Metro -405.689 0 -405.689 0WMB WMB & Subs WM Funds Distributors Inc. 16 2006 Original OH -5.034 5.034 0 01.01.07 0 0WMB WMB & Subs WMBFA 2 2005 Original OH -250.000 250.000 0 01.01.07 0 0WMB WMB & Subs WMBFA 2 2006 Original OH -503.041 503.041 0 11.20.07 0 0WMB WMB & Subs WMBFA 2 2007 Original OH -74.582 74.582 0 11.14.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2002 Original OH, Columbus 0 35.777 4.280 04.13.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2003 Original OH, Columbus 0 16.000 0 04.13.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Original OH, Columbus 0 16.500 0 04.13.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original OH, Columbus -33.675 17.500 0 04.13.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original OH, Columbus -21.000 21.000 0 04.13.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended OH, Independence 88 0 0 01.00.00 0 88 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended OH, Independence 240 0 0 01.00.00 0 240 WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended OH, Independence -1.279 0 0 01.00.00 -1.279 0WMB WMB & Subs WMBFA 2 2004 Original OH, Montgomery -500 500 -25 03.12.09 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original OH, RITA -59.321 59.321 0 03.27.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original OH, RITA -2.500 0 0 01.00.00 -2.500 0WMB WMB & Subs WMBFA 2 2004 Original OH, Springdale -14.879 14.879 0 01.01.05 0 0WMB WMB & Subs WMB & Subs 70 2005 Original OK -95.000 95.000 8.082 08.01.07 0 0WMB WMB & Subs Seneca Street Inc. 121 2004 Original OR -5.900 5.900 0 10.26.05 0 0WMB WMB & Subs Seneca Street Inc. 121 2005 Original OR -51.381 51.381 0 10.02.06 0 0WMB WMB & Subs University Street, Inc. 122 2004 Original OR -216 216 0 12.09.05 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended PA 3.015 0 0 01.00.00 0 3.015 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended PA 19.761 0 0 01.00.00 0 19.761 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended PA 61.371 0 0 01.00.00 0 61.371 WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended PA -62.986 0 0 01.00.00 -62.986 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Amended PA -646 0 0 01/00/00 -646 0WMB WMB & Subs New American Capital, Inc. 52 2007 Original PA -21.500 21.500 0 10.27.08 0 0WMB WMB & Subs Providian Bancorp Services 447 2006 Original PA -1.586 1.586 0 01.01.07 0 0WMB WMB & Subs Washington Mutual Mortgage Securities, Inc. 316 2005 Original PA -31.437 31.437 0 01.01.06 0 0WMB WMB & Subs WM Funds Distributors Inc. 16 2006 Original PA -1.738 1.738 -866 01.01.07 0 0WMB WMB & Subs WM Home Loans, Inc. 315 2002 Amended PA -69.677 69.677 0 10.24.08 0 0WMB WMB & Subs WMBFA 2 2004 Original PA 28.973 -28.973 0 12.17.07 0 0WMB WMB & Subs WMBFA 2 2005 Original PA -660.632 660.632 0 12.01.06 0 0

Page 6 of 8

Page 9: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

WAMU Investigation Question 2: Separate Return State Amounts

WMB/WMI/Combined

WMI & Subs/WMB &

Subs Name Co # YearOriginal/ Amended Jurisdiction

(Refund) Due/ Tax Due

Refund Received/ (Tax Due Paid)

P&I Received/ (Paid)

Date Received

(Refund) Outstanding

Tax Due Outstanding

WMB WMB & Subs WMBFA 2 2006 Original PA -308.429 308.429 0 12.17.07 0 0WMB WMB & Subs WMBFA 2 2007 Original PA -2.161.335 2.161.335 0 11.10.08 0 0WMB WMB & Subs WMBFA 2 2001 Amended PA, Phila 187.259 -187.259 0 08.24.07 0 0WMB WMB & Subs WMBFA 2 2002 Amended PA, Phila -44.573 44.573 0 08.24.07 0 0WMB WMB & Subs WMBFA 2 2003 Amended PA, Phila -128.159 128.159 0 08.24.07 0 0WMB WMB & Subs WMBFA 2 2004 Amended PA, Phila 74.979 -74.979 0 08.24.07 0 0WMB WMB & Subs WMBFA 2 2004 Original PA, Phila -310.261 310.261 0 12.12.05 0 0WMB WMB & Subs WMBFA 2 2007 Original PA, Randor 0 10 0 01.00.00 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended RI 519 0 0 01.00.00 0 519 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended RI 3.328 0 0 01.00.00 0 3.328 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended RI 14.960 0 0 01.00.00 0 14.960 WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended RI -9.184 0 0 01.00.00 -9.184 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original RI -12.609 12.609 0 01.01.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original RI -5.500 5.500 0 04.06.09 0 0WMB WMB & Subs Seafair Insurance Agency corp 324 2005 Original RI -1.000 0 0 01.00.00 -1.000 0WMB WMB & Subs Seafair Insurance Agency corp 324 2007 Original RI -600 600 0 01.01.08 0 0WMB WMB & Subs WMBFA 2 2001 Amended RI 7.444 -7.444 0 04.21.09 0 0WMB WMB & Subs WMBFA 2 2002 Amended RI -173.376 173.376 0 04.21.09 0 0WMB WMB & Subs WMBFA 2 2003 Amended RI -188.022 188.022 569 04.21.09 0 0WMB WMB & Subs WMBFA 2 2004 Amended RI -350.469 350.469 0 12.06.05 0 0WMB WMB & Subs Dime NJ Agency, Inc. 334 2004 Original SC -25 25 0 01.01.05 0 0WMB WMB & Subs HCP Properties, Inc. 241 2007 Original SC -25 25 0 01.01.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended SC 948 0 0 01.00.00 0 948 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended SC 2.587 0 0 01.00.00 0 2.587 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended SC 791 0 0 01.00.00 0 791 WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended SC -17.672 17.672 2.774 03.03.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original SC -46.057 46.057 0 01.01.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original SC -10.950 10.950 0 01.01.07 0 0WMB WMB & Subs WMBFA 2 2001 Amended SC 9.251 0 0 01.00.00 0 9.251 WMB WMB & Subs WMBFA 2 2002 Amended 1st SC -212.124 212.124 27.801 12.04.06 0 0 WMB WMB & Subs WMBFA 2 2002 Amended 2nd SC 31.773 0 0 01.00.00 0 31.773 WMB WMB & Subs WMBFA 2 2003 Amended SC -404.607 404.607 87.237 06.09.08 0 0WMB WMB & Subs WMBFA 2 2004 Original SC -225.996 225.996 0 08.24.06 0 0WMB WMB & Subs ECP Properties, Inc. 278 2004 Original TX -12.306 12.306 0 01.01.05 0 0WMB WMB & Subs ECP Properties, Inc. 278 2006 Original TX -2.049 2.049 0 01.01.07 0 0WMB WMB & Subs HCP Properties of Kansas, Inc. 266 2005 Original TX -5.337 5.337 0 07.01.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended TX 12.592 0 0 01.00.00 0 12.592 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended TX 42.211 0 0 01.00.00 0 42.211 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended TX -30.911 0 0 01.00.00 -30.911 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended TX -225.828 225.828 27.734 07.01.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Original TX -920.771 920.771 0 12.06.05 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original TX -58.016 58.016 0 12.11.06 0 0WMB WMB & Subs Providian Bancorp Services 447 2005 Original TX -28.276 28.276 0 01.17.07 0 0WMB WMB & Subs Providian Bancorp Services 447 2006 Original TX -10.000 10.000 117 01.18.08 0 0WMB WMB & Subs Providian Leasing Corporation 449 2005 Original TX -628 628 0 01.01.07 0 0WMB WMB & Subs Providian Leasing Corporation 449 2006 Original TX -3.000 3.000 0 01.01.07 0 0WMB WMB & Subs WaMu Investments, Inc 5 2004 Original TX -3.323 3.323 0 03.16.06 0 0WMB WMB & Subs WaMu Investments, Inc 5 2005 Original TX -3.072 3.072 0 10.17.06 0 0WMB WMB & Subs WaMu Investments, Inc 5 2006 Original TX -2.307 2.307 0 01.01.07 0 0WMB WMB & Subs WM Funds Distributors Inc. 16 2004 Original TX -884 884 0 01.01.05 0 0WMB WMB & Subs WM Funds Distributors Inc. 16 2005 Original TX -1.498 1.498 0 10.25.06 0 0WMB WMB & Subs WM Funds Distributors Inc. 16 2006 Original TX -1.400 1.400 0 11.15.07 0 0WMB WMB & Subs WMBFA 2 1998 Amended TX -8.964 8.964 0 09.22.08 0 0WMB WMI & Subs WMBFA 2 1999 Amended TX 2.741 -2.741 0 09.22.08 0 0WMB WMB & Subs WMBFA 2 2001 Amended TX 18.144 -18.144 -9.446 08.05.08 0 0

Page 7 of 8

Page 10: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

WAMU Investigation Question 2: Separate Return State Amounts

WMB/WMI/Combined

WMI & Subs/WMB &

Subs Name Co # YearOriginal/ Amended Jurisdiction

(Refund) Due/ Tax Due

Refund Received/ (Tax Due Paid)

P&I Received/ (Paid)

Date Received

(Refund) Outstanding

Tax Due Outstanding

WMB WMB & Subs WMBFA 2 2002 Amended TX -119.054 119.054 13.062 08.05.08 0 0WMB WMB & Subs WMBFA 2 2003 Amended TX -198.959 198.959 27.587 08.05.08 0 0WMB WMB & Subs WMBFA 2 2005 Original TX -9.217 9.217 0 12.01.06 0 0WMB WMB & Subs WMBFA Insurance Agency, Inc. 62 2005 Original TX -2.832 2.832 0 09.27.06 0 0WMB WMB & Subs WMBFA Insurance Agency, Inc. 62 2006 Original TX -1.500 1.500 0 01.01.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended VA 4.342 -4.342 0 12.20.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended VA 18.706 -15.595 0 12.20.07 0 3111WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended VA -3.111 2.184 0 11.12.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended VA -90.611 0 0 01.00.00 -90.611 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original VA -156.797 156.792 0 12.01.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original VA -36.500 36.500 320 12.19.07 0 0WMB WMB & Subs WMBFA 2 2001 Amended VA 2.456 -2.456 -7.456 01.00.00 0 0WMB WMB & Subs WMBFA 2 2002 Amended VA -387.076 395.533 167.272 12.09.05 0 0WMB WMB & Subs WMBFA 2 2003 Amended VA -1.770.066 0 0 01.00.00 -1.770.066 0WMB WMB & Subs WMBFA 2 2004 Original VA -945.000 945.000 0 01.01.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended VT 39 0 0 01.00.00 0 39 WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended VT 35 0 0 01.00.00 0 35 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended VT 105 0 0 01.00.00 0 105 WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended VT -434 0 0 01.00.00 -434 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original VT -6.811 9.436 0 01.01.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original VT -250 250 0 01.01.07 0 0WMB WMB & Subs WM Funds Distributors Inc. 16 2004 Original VT -250 250 0 01.01.05 0 0WMB WMB & Subs California Reconveyance Company 111 2006 Original WI -31.954 31.979 0 01.01.07 0 0WMB WMB & Subs California Reconveyance Company 111 2007 Original WI -30.000 30.000 0 09.09.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2001 Amended WI 117 0 0 01/00/00 0 117WMB WMB & Subs Long Beach Mortgage Company 130 2002 Amended WI 896 0 0 01.00.00 0 896 WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended WI -1.482 0 0 01.00.00 -1.482 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended WI -22.444 22.444 7.444 04.07.08 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2005 Original WI -5.014 5.014 481 01.00.00 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original WI -8.975 8.945 1.156 01.01.08 0 0WMB WMB & Subs WaMu Capital Corp. 403 2005 Original WI 0 25 0 10.17.08 0 0WMB WMB & Subs WaMu Insurance Services 233 2007 Original WI 0 25 0 09.24.08 0 0WMB WMB & Subs WMBFA 2 2001 Amended WI 2.108 -2.108 -13.051 02.04.08 0 0WMB WMB & Subs WMBFA 2 2002 Amended WI -1.282.484 0 0 01.00.00 -1.282.484 0WMB WMB & Subs WMBFA 2 2003 Amended WI -2.418.666 0 0 01.00.00 -2.418.666 0WMB WMB & Subs WMBFA 2 2004 Original WI -1.299.975 1.299.975 0 01.01.06 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2003 Amended WV -294 294 0 11.26.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2004 Amended WV -2.838 2.838 0 11.26.07 0 0WMB WMB & Subs Long Beach Mortgage Company 130 2006 Original WV -3.113 3.113 0 01.01.07 0 0WMB WMB & Subs WaMu Capital Corp. 403 2005 Original WV -225 225 0 02.01.07 0 0WMB WMB & Subs WaMu Capital Corp. 403 2007 Original WV -175 175 0 01.00.00 0 0WMB WMB & Subs WMBFA 2 2002 Amended 1st WV -72.716 72.716 0 12.05.06 0 0WMB WMB & Subs WMBFA 2 2002 Amended 2nd WV 10.201 -10.201 0 07.08.08 0 0WMB WMB & Subs WMBFA 2 2003 Amended WV -398.557 398.557 10.161 07.08.08 0 0WMB WMB & Subs WMBFA 2 2004 Original WV -142.051 142.051 0 12.28.08 0 0

-182.707.489 110.721.934 -252.532 -73.709.753 1.714.854

Total Separate Return State Refunds Outstanding -71.994.898

Page 8 of 8

Page 11: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

WAMU Investigation Question 10: Total Aggregate Federal and State Refund Amounts to be Split Between JPMCB and WMIEstimated Refunds as of August 1, 2010Non-C/B Refund to WMI 20%Non-Homeownership C/B to WMI 20%

Item #Gross Receivable

Amount

Highly Uncertain Amount

Risk Weighted Amount % to WMI WMI Amount JPMC Amount Description

Category I : State Tax Refunds Outstanding 1

1 277.627.618 277.627.618 - 20% - - State Tax Receivable (attributable to federal adj's)2 26.858.795 26.858.795 - 20% - - State Tax Receivable (attributable to federal litigation)3 2.464.064 2.464.064 - 20% - - 2008 State Loss Carryback4 51.500.000 51.500.000 - 20% - - California US Obligation Refund Claim5 39.324.664 39.324.664 - 20% - - State Transcript Review Items

397.775.141 (a) - - - Sub-Total

Category II : Federal Tax Refunds Outstanding

6 47.100.099 - 47.100.099 20% 9.420.020 37.680.079 1905 Agency: In litigation - item not in dispute with IRS, but timing and final amount is open issue7 5.611.639 - 5.611.639 20% 1.122.328 4.489.311 Ahmanson Obligation Company: Joint Tax Committee Approved (4/22/10)8 148.825.188 133.942.669 14.882.519 20% 2.976.504 11.906.015 90-'05 Federal Litigation Items (1905 Agency & AOC items excluded)9 12.209.038 - 12.209.038 20% 2.441.808 9.767.230 90-'97 HFA NOL Carryback: No docs yet from WMI10 447.173.176 - 447.173.176 2 20% 89.434.635 357.738.541 01-'03 Appeals Cycle: per Joint Committee Approved refunds (2/3/10) and additional RAR (5/26/10)11 (78.630.126) - (78.630.126) 20% (15.726.025) (62.904.101) 04-'07 Cycle: per Verdino schedule (based on WMI/IRS Agreed RAR 5/20/10)12 32.790.846 - 32.790.846 20% 6.558.169 26.232.677 2008 Overpayment recorded on WMI 1120X (3/8/10)13 1.889.720.246 - 1.889.720.246 20% 377.944.049 1.511.776.197 2008 2 Year NOL, 3 Year Capital Loss and 1 Year Credit Carryback: per Verdino schedule14 74.500.577 12.304.577 62.196.000 20% 12.439.200 49.756.800 IRS Transcript Review Items: at risk due to uncompleted work (KPMG engagement terminated)

2.579.300.683 (b) 2.433.053.437 486.610.687 1.946.442.749 Sub-Total

15 362.631.149 (c) 240.730.715 121.900.434 20% 24.380.087 97.520.347 Interest on Refunds: interest on gross receivable (Category I & II) and interest on net receivable(interest calculated through 9/30/2010, with no interest on NOL Carrybacks)

Category III : Refunds Received by WMI

16 9.322.104 - 9.322.104 20% 1.864.421 7.457.684 99-'01 Dime Capital Loss Carryback, Net of Termination Fee (received by WMI post 9/25)17 234.526.524 - 234.526.524 20% 46.905.305 187.621.219 2007 Federal Overpayment (received by WMI post 9/25)18 2.964.868 - 2.964.868 20% 592.974 2.371.895 State Tax Refunds from Prior Years Overpayments (received by WMI post 9/25)19 127.945 - 127.945 20% 25.589 102.356 State Tax Refunds from 2004 and Prior Years Amended Returns (received by WMI post 9/25)20 3.580.143 - 3.580.143 20% 716.029 2.864.114 Other State Tax Refunds Received by WMI (not reconciled b/w overpayments and amended returns)

250.521.584 (d) 250.521.584 50.104.317 200.417.267 Sub-Total

(A) 3.590.228.557 (Σabcd) 784.753.102 2.805.475.455 3 20% 561.095.091 2.244.380.364 Total^ Cross-Foot

1 Risk Weighting accounts for legacy WMI state FIN 48 of 393.511.000$ , less state tax principal amounts (not interest) received to date.2 Joint Committee Approved Refunds.3 Difference between Gross Receivable Amount and Risk Weighted Amount = 784.753.102 , which highly uncertain litigation items and state tax receivables.

Page 12: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

WAMU Investigation Question 10: Total Aggregate Federal and State Refund Amounts to be Split Between JPMCB and WMIEstimated Refunds as of August 1, 2010Non-C/B Refund to WMI 20%Non-Homeownership C/B to WMI 20%

Item #Gross Receivable

Amount

Highly Uncertain Amount

Risk Weighted Amount % to WMI WMI Amount JPMC Amount Description

Category I : State Tax Refunds Outstanding 1

1 277.627.618 277.627.618 - 20% - - State Tax Receivable (attributable to federal adj's)2 26.858.795 26.858.795 - 20% - - State Tax Receivable (attributable to federal litigation)3 2.464.064 2.464.064 - 20% - - 2008 State Loss Carryback4 51.500.000 51.500.000 - 20% - - California US Obligation Refund Claim5 39.324.664 39.324.664 - 20% - - State Transcript Review Items

397.775.141 (a) - - - Sub-Total

Category II : Federal Tax Refunds Outstanding

6 47.100.099 - 47.100.099 20% 9.420.020 37.680.079 1905 Agency: In litigation - item not in dispute with IRS, but timing and final amount is open issue7 5.611.639 - 5.611.639 20% 1.122.328 4.489.311 Ahmanson Obligation Company: Joint Tax Committee Approved (4/22/10)8 148.825.188 133.942.669 14.882.519 20% 2.976.504 11.906.015 90-'05 Federal Litigation Items (1905 Agency & AOC items excluded)9 12.209.038 - 12.209.038 20% 2.441.808 9.767.230 90-'97 HFA NOL Carryback: No docs yet from WMI10 447.173.176 - 447.173.176 2 20% 89.434.635 357.738.541 01-'03 Appeals Cycle: per Joint Committee Approved refunds (2/3/10) and additional RAR (5/26/10)11 (78.630.126) - (78.630.126) 20% (15.726.025) (62.904.101) 04-'07 Cycle: per Verdino schedule (based on WMI/IRS Agreed RAR 5/20/10)12 32.790.846 - 32.790.846 20% 6.558.169 26.232.677 2008 Overpayment recorded on WMI 1120X (3/8/10)13 1.889.720.246 - 1.889.720.246 20% 377.944.049 1.511.776.197 2008 2 Year NOL, 3 Year Capital Loss and 1 Year Credit Carryback: per Verdino schedule14 74.500.577 12.304.577 62.196.000 20% 12.439.200 49.756.800 IRS Transcript Review Items: at risk due to uncompleted work (KPMG engagement terminated)

2.579.300.683 (b) 2.433.053.437 486.610.687 1.946.442.749 Sub-Total

15 362.631.149 (c) 240.730.715 121.900.434 20% 24.380.087 97.520.347 Interest on Refunds: interest on gross receivable (Category I & II) and interest on net receivable(interest calculated through 9/30/2010, with no interest on NOL Carrybacks)

Category III : Refunds Received by WMI

16 9.322.104 - 9.322.104 20% 1.864.421 7.457.684 99-'01 Dime Capital Loss Carryback, Net of Termination Fee (received by WMI post 9/25)17 234.526.524 - 234.526.524 20% 46.905.305 187.621.219 2007 Federal Overpayment (received by WMI post 9/25)18 2.964.868 - 2.964.868 20% 592.974 2.371.895 State Tax Refunds from Prior Years Overpayments (received by WMI post 9/25)19 127.945 - 127.945 20% 25.589 102.356 State Tax Refunds from 2004 and Prior Years Amended Returns (received by WMI post 9/25)20 3.580.143 - 3.580.143 20% 716.029 2.864.114 Other State Tax Refunds Received by WMI (not reconciled b/w overpayments and amended returns)

250.521.584 (d) 250.521.584 50.104.317 200.417.267 Sub-Total

(A) 3.590.228.557 (Σabcd) 784.753.102 2.805.475.455 3 20% 561.095.091 2.244.380.364 Total^ Cross-Foot

1 Risk Weighting accounts for legacy WMI state FIN 48 of 393.511.000$ , less state tax principal amounts (not interest) received to date.2 Joint Committee Approved Refunds.3 Difference between Gross Receivable Amount and Risk Weighted Amount = 784.753.102 , which highly uncertain litigation items and state tax receivables.

Page 13: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Olivier X To: [email protected]

de Grivel cc: Subject: Ccb / cit + wamu

03/27/2008

12:28 PM

Elaine,

My name is olivier de grivel.

I work at jpm, in charge of the financial institutions in asia pac, I report to gaby abdelnour.

Gaby asked me to contact you reg a conversation you had with ccb chairman guo reg wamu + cit.

Difficult for jpm to engage any client reg wamu. But would vey much like to do so reg. CIT.

I can send you some background info if desired / necessary. But rather like to discuss with you the situation and

what ccb could envisage.

Currently in singapore and reachable on mobile +852 6343 9888.

Or I can call you either my early morning tomorrow / your evening tonight or your friday morning /my evening.

Thanks for giving me your preference and tel number I can reach you on.

Best

Olivier

Confidential WMCD_000003218.00001

me

Confidential

Olivier X To de Grivel cc

03/27/2008 12:28 PM

Ccb 1 cit + wamu

I can on.

18JJ0001

Page 14: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

To: Gaby A Abdelnour/IPMCHASEWPMCHASE

Olivier X Subject: Re: Chairman Quo - CCB

de Grivel

03/20/2008

0156MA

Will also send you package for elaine to send over

..'"'Olivier X de Grivel

Original Message

From: Olivier X de Grivel

Sent: 03/20/2008 01:47 PM ZE8

To: Gaby Abdelnour

Subject: Re: Chairman Guo - CCB

Will check with tim and conflicts

As you know, wamu is sensitive but might have gone away given bear,

Cit should be ok as far as jpm principal but will check if working for them or somebody else

we know both very well

Gaby A Abdelnour

Original Message

From: Gaby A Abdelnour

Sent: 03/20/2008 01:42 PM ZE8

To: Olivier de Grivel

Subject: Fw: Chairman Guo - CCB

Can you look into the 2 names below. Thanks

Sent from my Blacld3erry Handheld.

elaine la roche

Original Message

From: elaine la roche [[email protected]]

Sent: 03/20/2008 01:30 AM GMT

To: Gaby Abdelnour

Subject: Chairman Guo - CCB

Gaby - Chairman Guo just called me to discuss the US state of the world, BS,concern re

some of the investments in their portfolio, whether another investment bank would fail

etc and I took the occasion to discuss my pending move. He was personally quite

supportive and I made the distinction of being in the IB, which he said he had no problem

with and we agreed to discuss it further and he said he would personally talk to CBRC on

my behalf as he said it would be better for CCB to have me in Beijing.

The real reason for his call however was to pick my brain on CIT and WaMu. Given that I

am not yet on board and don't know whom to contact can you tell me whether we have any

involvement or axe on either of these two companies ? Quality of management etc. This

was a most unusual call for him to initiate and definitely one focused on acquisition or

investment. I promised to get back to him and also to send him some "street " insights

Confidential WMCD_000003220.00001

also

Olivier X de Grivel

03/2012008 01:56 AM

cc:

to

From: Olivier X de Grivel Sent: 03/20/2008 01: 7 PM ZE8

Abdelnour

A

Re: Chairman Guo - CCB

over

. Re. Chairman Guo - CCB

From: A Abdelnour Sent: 03/20 2008 01:42 PM ZE8 To: Olivier de Grivel

Chairman

2 names

From: elaine la roche [melaroche@hotmail Sent: 03 20 2008 01:30 AM GMT To: Abdelnour

Chairman Guo CCB

or

Chairman Guo just called me to discuss the US state of the world, BS,concern re some of the investments in their portfolio, whether another investment bank would fail etc and I took the occasion to discuss my move. He was

and I made the distinction f in the IB, he had no with and we to discuss it further and he said he tal to CBRC on my behalf as he said it be better for CCB

The real reason for his call however was to my brain on CIT and 1iiTaMu. Given that I

am not yet board and 't know whom to contact tell me whether we have any involvement axe either of these two of management etc. This was a most unusual call for him to initiate and de focused on sition or investment. I sed to get back to him and also to send some "street " ins

Confidential

Page 15: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

and information and to continue the dialogue.

Thanks E

Elaine La Roche

office: 860-435-4006

fax: 860-435-4604

mobile :860-480-9380

Confidential JPMCD_000003220.00002

and information and to continue the

Thanks E

Elaine La Roche ffice: 86 35- 00

fax: 860-4 5-460 mobile .8 0- 80-9 80

Confidential

Page 16: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Olivier X

de Grivel

To: "Gaby Abdelnour" <[email protected]>

cc:

Subject: Fw: Wamu + cit

03/23/2008

09 03 PM

See below email from tim main

Wamu is off-limits and not advisable to discuss it with ccb (or any other clien)

Cit very much something we can engage ccb on. We are pitching for strategic advisory role, mandate to be

awarded soon so delicate timing.

Fig ny to put together an info pack.

Can come back to ccb mid this week

Tim Main

Original Message

From: Tim Main

Sent: 03/21/2008 02:34 PM CST

To: Olivier de Grivel

Subject: Re: Wamu cit

We can have dialogue

Let's try to set a time

Don't think we could work for them on either, close to both

Olivier X de Grivel

Original Message

From: Olivier X de Grivel

Sent: 03/20/2008 10:31 PM ZE8

To: Tim Main

Subject: Re: Wamu cit

Tried and left voice mail

"::" Tim Main

Original Message

From: Tim Main

Sent: 03/20/2008 07:48 AM CST

To: Olivier de Grivel; John Chrin; John Simmons

Subject: Re: Wamu cit

On cell now 917 593 6069

Main

Original Message

From: Tim Main

Sent: 03/20/2008 01:55 AM CDT

To: Olivier de Grivel; John Chrin; John Simmons

Confidential WMCD_000003224.00001 Confidential

Olivier X To de Grivel cc

From: Tim Main

03/23/2008 09:03 PM

Sent: 03/21 2008 02:34 PM eST To: Olivier de Grivel

: Re: Wamu + cit

on

From: Olivier de Grivel Sent· 03/20/ 008 10· 1 PM ZE To: Tim Main

: Re: Wamu + cit

From: Tim Main Sent: 03/20/2008 07: 8 AM eST

AhdclnOllr"

Fw: Wamll + cit

to

To. Olivier de Grivel; John ehrin; John Simmons : Re: Wamu + cit

now 917

From: Tim Main Sent: 03/20 2008 01:5 AM eDT To: Olivier de Grivel; John ehrin; John Simmons

Page 17: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Subject: Re: Wamu cit

Yes

Call me live

X de Grivel

Original Message

From: Olivier X de Grivel

Sent: 03/20/2008 01:58 PM ZE8

To: Tim Main; John Chrin; John Simmons

Subject: Wamu cit

We are being questionned by chinese bank (ccb - keep it for yourself) on wamu + cit. They are not asking to

advise on anything but want our views But body language is thinking of investing.

Can we engage dialogue with them on these ?

Am reachable on mobile +852 6343 9888

Confidential WMCD_000003224.00002 Confidential

Re: liJamu + cit

From: Olivier X de Grivel Sent: 03/20/2008 01:58 PM ZE To: Tim Main; John Chrin; John Simmons

. Wamu + cit

on

are not to

Page 18: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

-f

Confidential

Page 19: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Confidential

Page 20: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

answer i was

Enrico Bombieri IB floor 0

Tel: +44-207-3251967 Mob:

Confidential OOOO0l341.00()() )

Page 21: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Tim To: Kevin D WillseyIJPMCHASE, Scott M AlbinsonlJPMCHASE, Fernando [email protected]

u;: Ddill X SdClI/JPMCHASE, Ginll B PlIntllno/JPMCHASE, Gt':rrnllim: X 0711512008 II :38 Hams/JPMCHASE. John E Sinunons/JPMCHASE, .!ohn R ChrinlJPMCHASE PM Subject: Re : FDIC/OCC Meetings

This is about 100x more important in my humble opinion

From: Kevin D Willsey To : Tim Main; Scott M Albinson; Fernando Rivas Cc: Delia X Selca; Gina B Pantano; Germaine X Harris; John E Simmons; John R Chrin Sent: Tue lullS 23:33:49 2008 Subject: Re: FDIC/DCC Meetings

NY Bancorp pitch currently on that date in Long: Island

Kevin D. Willsey Managing Director Head of EqU1ty CapItal Markets .J.P, Morgan Securities Inc. 277 Park Avenue - 8th Floor New York, NY 10172 Tel: (212) 622-5574 Fax: (212) 622-0839 Email: [email protected]

----- Original Message ----­From: Tim Main Sent : 07/15/2008 11: 14 PM AST To: Scan Albinson: Fernando Rivas Cc: Delia Selca: Gina Panl3llo; Germaine Harris: John Simmons: John Chrin: Kevin Willsey Subject: Re: FDIC/OCC Meetings

Three of us plus Willsey if he can

From : Scott M Albinson To: Tim Main; Femando Rivas Cc: Delia X Selca; Gina B Pantano; Germaine X Harris; John E Simmons; John R Chrin Sent: Tue lullS 14: 17:562008 Subject: FDIC/OCC Meetings

TimlFem,

I have confi rmed meetings on Friday, July 18, in DC with both the ace and FDIC.

ace

Confidential JPMCD 00000335500001

Page 22: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

10 am

250 E Street, SW

Attendees:

John Dugan, Comptroller (tentative - he is getting in from a flight but will try to make it)

John Watsh, Chief of Staff

D oug Roeder, Senior Deputy Comptroll er, Large Bank Supervision

Jennifer Kelly, Senior Deputy Comptroller, Mid-size and Community Bank Supervision

Mark Levonian, Chief Economist

Others TBD

FDIC

Ipm

550 t 7th Street, NW

Attendees:

Shei la Bair, Chainnan

Jesse Villarreal , Chief of Staff

Others TBD

Any word from Steve Black's office on whether he can join li S?

Confidential JPMCD 00000335500002

Page 23: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

March

Mr. LJ'UUV'''.

to approve at 5>nr'rn1"p" at

The Chainnan said that lU,,",''''''''!!!> was to a the ...... ,,'"'''''" """" ........ ,"" .. referred to in these

this ""."UII1i!'!i_

ooc

1

Page 24: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

the first

Page 25: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

market concerns; have interest in

tenns a IJ\J.;",1iUU;;

there no

the

Page 26: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

00 o

' . ., . ~

:c u ex: « ~

Confidential

-------_ ..... _---_ .. -- .-- -- - - .

o c: CO

e' o 2 0-

""" 1'1ilN3GljNOJ ON'1 3L'1t\ l lJdl.l l.)I~lS

JPMCD 000003489.00001

Page 27: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

I

~ o = ::c Q.. ~

= -_. ~ -

~ "'d ~ ~ 0 Q Q Q Q Q CH .-QO

;.0 Q Q Q Q N

Summary of situation

r--

w

>:

t-

u !.oJ

0 ct: QI J

• West approa.ched

Park reaarding potential transaction on March 7

• W.er,.t pur-suiAi two ~Q.tlil ~tAs &ima~Ly

\IIorganO

• PreferreEI ~tR; $4-5 billion caj:)1tal raise (private .AIiI public)

• Sale to strattigic buyer

• Senior

management

meeting on Mqrcn 10

• Due diligence

• In Seattle March 17-19

• Online data room

• Continues remotely through today

PRO ) f C T ',l [ S T

Page 28: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Headquarters

Market capitalization $10,149

EfIllIoyees 49,103

Total Asset s (managed} $]46,3U .50

Mar-Q5 Dec::-Oo Jun-07 Total EQUIty $24,584

~a~ijt 'Qfllf~hfi La'ifO

Option Arm> $58,870 flDrk1a 266 Prirre Horre Equity bO,962

Texas 219 New York 235 Subprirre 18,617 Washington

18b Other 63,267 Illinois 144 Total $201 Oregon 105 Multifamily ]1,754 New Jefsey 86 C ornrner c Ia I 1,880 Georgia ~

Credit card (managed) 27.231 Arizona

61 G<x>dw\UIi I ntal1glbles Colorado

10 7,675 Nevada

37 w

3: MSRs 6,278 Utah 31 Cash & Secuflties 45,096 Idaho 22 \J Other Assets 24,683 ConnectKut 13 w

TotalA>sets (managed)' $346,313 0 at:

".. Source: SNl Financial, fact5et Q I PMnr .... "" ....

2 Note: Market data as of March 26,2008, financial data as 0( December 11,2007 p o JE ( T W( T I GAAP as,ets ot S32 abo

Page 29: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Cc

Park GAAP earnings 18ES

Pro forma contnbution from West

Pro forma GAAP Net Income

Pro forma ca5h net income

GAAP

EPS accretIOn I (dilution) ($)

EPS accretion I (dilution) ($mm)

Cash EPS accretIOn I (dilution) IS)

EPS accretion I (dilution) (Smm)

Excess capita! contributIOn (cumulative)

Pro forma tlef 1 ratio'

ROle

IRR

Note: Market data as of March 26, 2008 kisumes lOOt, stock considenltioo and base case Excess capital in excess of stllndalooe tier 1 ratio

2009

448

($0.22)

$3,664

8.w.r. 8.5:1'.

30.41

2010

$16,085

$OAt

Sl,513

$0.59

$2,153

S8,244

8.7311;

18.81

30.4:1>

fal~ of S2.Obn of WITS, S4.Obn DRO Preferred and $9.600 MEl),; and S+t 11 Park stock price used to repurchase shares

2011

S17,69-4

$22,201

$0.71

" .... ~ ,-'

$2,558

$0.81.1

$l.141

$12.369

8.861 22.91

30.-41

J

Page 30: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

l­V)

3:

w

o IX

Q

Assets

Residential realestate

Arms

Prime Home

Other

Total

CorrmerciaL

Goodwill&:

MSRs

Cash &: securities

Other assets

Total assets

Total COfl1lll)n

TCE/TAl

12131/07

7

31

8

4.69% 4.36%

interest a,!>elS (GAAPI. 12101 TeE/Tangible managed assets 013.9%

Wholesale

Other I"l.nrr"'".Hna<

Trust n .. "'t.; ..... ""rI

Other liabilities

Total liabilities

Preferred

COfl1lll)n

Total liabilities ft

12131/07

7

21,192

4.22%

22

21.192

:3

PROl£( r WEST 4

Page 31: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

line of business 2005 2006 2007 Retail

$1 Card services 165 724 540 Commercial 462 396 375 Home loan

Other /258\ 200 Total

l>ti\t:smtlQt 2005 IfWa 200.7 ~t interest income 8 177 Noninterest income T otai revenue

Provision for loan losses 107 Total noninterest

Total expense

Pre-tax

Taxes 376

f·· Income from ,-"

w income from discontinued 3:: Net Income l-

Source: Company u w NOle: financial dala a, of December 11, 2007 -, , lnclu.::les mlnorily I/)lef~l eJ>\lll'ffi:ie 0 a: Q

~ ...... " .... "'_it,.

0; ( T WE T 5

Page 32: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

I-

w

3:

l--

U

Lw

IX

Q

Net income to common

EPS

cOlTIDOn

TCE/TA

guidance gNefI on 4Q conference call lCE/TA TCE/TA target required $15,211 of TeE

Provision

(1

4.0%

OHCT WE) 6

Page 33: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

I

(j o = ~ c.. r!> = --. ~

~

-= ~ -(j 0 Q Q Q Q Q W ... 00 ...0 . Q Q Q Q 00

West asset quality metrics

tKO's (Sffim) _ - NCO Rate (l)

2.~ 1 1,800

[ 3.5% ~'{ ~.fi

I 3.0~ 1,600

1.400 r':~i I- 2.5%

1.200

rr'~ t'~1 tj 800 t~~ 1.5%

600

~j 200

/1 ~ r~ _ _ ~ ~1 O.5l

o O.OX

lQ06 2Q06 3Q06 4Q.06 1Q07 2Q07 3Q07 4Q07 lQ08

I-VI

w

S. Source: West management presentation; March 17, 2008

I-

V

w .. °1 ~I J~Mor9anO , .'~ '- ;

- NooaceruAis (Smm) -Nona4;aual Rate (I)

$8.000 ., - Troubled debt restructures ($mml l.5l

$7,000

S6.000

$6,0.00

$4,000

$3,000

$2,000

$1,000

so

3.~

UI

2.,QI

1 ,til

t.~

Q.lil

.. .....-~ o.~

1 Qfl6 2Q06 lQ06 4Q06 1Q071Q07 3Q07 4Q,07 Jan fW

'Q8 '08

PROJECT WE'JT

\r~~~ j ....... '

7

Page 34: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

(j o = :; Q. ~ = -_. ~

'-'"tl 3: ~ ~

I 0 0 0 0 0 W.I ~ 00 \f;)

b 0 0 0 \f;)

. -: !. ; : .:

Net charge-offs by portfolio

5.~ I Charge·off rate (.\)

3.91" 4 . 0~\

I ).09-~

).~ .

I 2.n' 2 .~

1.~~ • l.~ I aa ---• O.l9fr. O . O~

I lQ zn 3Q. 4Q Jon feb MAr ,

\ 2.007 2008

\ Gharge-off Pllte (I) I

I lOS 1 lU 1 I

8il;J 7.~

I b~ 1 -~.~ - 1 6.~ 6.Ji 6.l.\

I ~

i 2~ -""1 I I I 41 2l\; ~ 1.~ • I 1- --I

>-

'" (1.f. 1 _________ --. __________ •

Ol~-..... 1111 l~ 3~ 4Q Jan Feb Mar lQ. 2Q. 3Q. ;;.

.... 1001 2008 2001 v Source: West management pre!>eolalloo; March 17, 2008 Note: March portfoUo balanc~ e)(ttapolated

0 , Net marQe-ofts 00 a managed basis cr. Q. JPMorganO

: ~ ~ ; ~ I

Charilt-oH rilte IS) 2.0~ 1 1.7lr.

1.5~

1.0'l

O.SS

Q .• ~ lQ 2Q 3Q ~ Jlln I'eb Mar

2001 1003

~Q(I'~~) O\lIie·ofl ~te tl)

til. ~" lei 1

8.~ 9;1~

--- b"

---.- ~

~~- t»I <tQ Jan "d> Melr lQ 2Q. 3Q 4Q Jon foG Mar

2008 2007 2008

PROJ[ ( l WE S T 8

Page 35: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

N .....

M N I.t"l

o "" a.

10

Page 36: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

rate

15

5 or •

current

r-V>

..... ::: I-

u w -, 0 ;:,;:

a.

""" .lr'''IVI~dIIV

PRO J ( w[ S T 10

Page 37: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

o

-

15 ] M 1 H d

12

Page 38: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

-~

Arms

Home

Source: We;t manilliemefil presentation; Ma,,:h, 2008 and Park

~"

w ' A>sumes (15l1i) CA &. (18X) Fl :::: l Assumes 12%1 (A & (9") Fl

". u ~

0:

[l

3. 9.2

21 7 34.5

Il>UQI)\Gnll;'Qui)!' worse

PRO JE( T NE.<, 12

Page 39: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

I-,<, w

3:

~-

u w -, 0

""" "-

FIII';IIx:1aI PfO!ecUOOI ~-------i~~- -2009-

2II.IO !\eye."", $14,928 SI),19) $15.393 !\eyenue ,10,921 SI5,.11 Provi1l!Of1

fIr".1> 10" Non·lnter"", e~p"''''e 8,220 7,977 8,0.5 Noo-interest ,,.pense I.Wl 1,105 MInority Vlt"""", e"~,, 305 l05 105 MlOOflty Imerest expeose 105 105

flre-u.ln(""", (6,0971 1,411 3,443 !'"Hill< 1oc00ll! 19,(97) 2,001 I;e{ ""orne

Hellocome [PS

EPS (S6 .• Z) $1.<16 (omTIO<l «lVI, ~ $11 ,192 $111,021 $19,511 (oom:m «IV11 y $15,52) ,16,543 i ""1I1bio '''''''''''''" «IV"Y 9,835 10,532 12,0&~ Ta"1lible CO<TlITOI'I equity 1,\164 ',054 TeE I TA un un> 4.41'11 TeE I TA 2.141 3.26' ---.--(apot..tdehcl""'y I <ushlOn'

Capita.! dehc;c,ocy I cushIOn'

Source: West projections Nole: We~t Nllproj&ctiool do not account fIK Increa>ed non·accrual loans and greater write-offs. Assumes 00 dillldend In 2008, $0.30 2009 and 30% payout riltlO from 2010 to 2012. West's WlStMldlng S3.000 of Series R Convertible Preferred. S4.Obn ot REIT Preferred and SO.5bn of preferred would add -Z.61. 10 TCE/TA. As'>Umes no share boybacils

Above 4.15\ TCE/TA

PRO H C

:;15,1"

I, t 13

105

3,650

SBI

$11,121

10,69';

3.92'11

WE :; 3

Page 40: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

V)

UJ

3:

r-u UJ , 0 - 0:

Ut Q

flM<1<;l<>l Pro,,",tlom r~i<IIl'r".iKtIln; ~---

~-.---

ftevel\ue 514.928 515.~18 Sl5,163 fleveoue 514,9211 515,.11 PrQ't/lj,lQo 15,500 5,000 3,100 ProvISion 14,300 9,200 HQ"'I<\!et<'>1 ",.per",,, 8.220 8,105 8,111 Hoo·iol"'el>1 "'peflSe 8,220 1,105 ~lt) H\tef~t expen5.e )05 lOS 31)5 Mioo< il Y lIlterest e:q>eru;e )05 31)5

Pre-I"" In<:",,,,, (9,091 , 2,00& 3,650 Pre'lal< 1n<:OfI'e (7,191) (2,192) Helloc""",

Net inc""'"

"" EPS ($6.<421 S 1.44 $2.52 EPS (SUOI ($0.391 Coomoo""'"Y 515.521 516.5d $\1,127 COO11I::l<\equlty S16,ll5 5H,$6) T~flIillCc_equIlY 7.%b 9,054 10,695 Taflllillll! (00lfI100 eqully 8,158 1,014 TCE I TA 1.1~1 1.11>" 3.92:1> TCE I TA 1.On. 2.551 ...... "..,-"--~,.,.... ....... "'--......... -~ . ' ~ 4"~'''F""D :

C3pitaldefKIeI1<:yi cU$/iloo'

Source: West prO}et:llOflS NOle: WltSt HII jlfu}octioos do nut acoount fOf increased noo·accrualloans and greater wrlte-Qffs. A5sumes 00 diYiaefld In 2008. 50.30 iii 2009 and )OS payout ratio frOOl 2010 to 2012. West's oulStaodlng Sl.Obn of Series R Convertible Preferred. $4.Obn of REIT Preferred and SO.5bn of preferred wool.d add -2.6i1i to TCE/TA. Assumes 00 share buybacb , Above 4.75:11; TCEITA

PRO lEe

$15,1"

1,~

&,I\)

)05

{50,

($0.04)

51<1,381

6,955

2551

\Ai [ " 14

Page 41: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

u w

i>:

Q

0\

12131/07 Tangible common equity less: 2008 losse~ and dividends

12131/08 Tangible common equity at closing

loan reserve adjustment Conforming LLR

Purchase Accounting Total

Tangible common equity at close

, As>Uffies $10.2bn reduction (rom B/S downsizing

I

Pre-tax

6,632

(2,414)

After-tax

<$2,(46)

I Excludes. hybrids In 15" restricted Fed bucket when Park (apaol), is fully utilized

"~'II!_'iII::IlIl.,£lIIlf

12131/2008 Total assets Risk weighted assets at closing'

Capital required at 8.0%

West hybrids! Tier 1 needed

Tier 1 sources

Hybrid capacity Reduce Park balan.ce sheet Common issuances

213,560

$17,085

PRO [ I w[ T 15

Page 42: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

.-•

• •

VI VI OJ u U 10

1 3

c o

17

o 0: 0..

Page 43: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

• • •

'-Q)

E ::J V1 c: o u o

.j.oI

..... ..... ::J ::J o 0

!I

1 j lJ3rO d

Page 44: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

co -

lS3M l)),Olid

Confidential JPMCD _ 000003489.00019

Page 45: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Ne\la(Ja' 2 37 63,683 36.2% ";.2:1:: New York 8 235 15,691 2.n; 654 221,318 31.7:1:: 31.7:1:: Wasilingtoo 2 186 13,002 12 . .n> 12. .. ~ Florida 5 266 11.880 3.2% 59 13 5b8 0.2% 19.4 Texas 7 249 9.062 2.5% 460 68,245 18.8% 18.8% Orej!.00 1 105 5,696 1'.9\ "'U~ New Jersey 12 86 3,308 1.6% 8 16.4 7,052 3.4% 16.4 illinois 33 144 1,373 0.4% 2 347 38,619 1111 Arizooa 11 64 1,124 1,4% 1 236 19,187 2-4.0% Utah I) 34 &48 1.9% 3 34 5,159 <IO.n Georgia 18 68 759 0.4% 10. J1I: Idaho 8 22 627 1.6% 20.0% Colorado 16 40 498 0.6% :; 87 5.0% 17.6% ~2 13 166 0.2% 7 41 'IU~

HA

Single branch in NV holdS $62.400 of Source: SNl DataSource (BriIf>Ch data as

J

... it f. ') 9

Page 46: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

I-V<

W

~

J

w

o oc 0..

. 1

2007 Braocnel> % of total bfilfIChe$ 1,002 13.~

1,030 14.2% {' ~ 6.l!J i1.~ Wachovla 167 2.~

Los Angeles·Long Beach·Santa Ana 13.2 2 San frand$Co-Oakland-Fremont 4.3 3 San Marcos 3.1 4 San Jose·SunnyvaLe-Santa Clara 1.6 5 Rlverside-San Bernardino-Ontalio 4.2

Source: s.Hl FinanCIal (Branch oata as of 3125/08; deposit data a~ of 6/30107)

;.;

2007

114.885 15.4%

43,106 5.8:1> 18.2"

8.5"

1. 2'19 '1 93 11.317 6.6~ 26.5" 3 75 7.284 15.6% 16.~ 3 36 4.916 9.4" 24.0'Aii 2 48 4.789 12.4" 21.1:1>

PROHC W[S 10

Page 47: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Branch Bran£h CeURt Branch eQUAt I of Tot.al InstitutiElA CQOlit

353 14.4% $57,206 19.0% 1 Bank of Amelica 159 2 Wells &. Co. 170 16.3% 37,865 2f.~ 3 Wells Fargo &. Co. 319 13.0% 32,580 10.8% 3 Citigroup 88

UnionBanCal 107 4.4% 20,512 6.8~ ,.. ,

<:~ " 5 Wachovia 21 2.2!11: 10,935 6.3%

1 Bani< of Amelica 2 Wells Farllo &. Co. lOD 16.4~ 7,734 16.5% 2 Bank of America 61 16.6% 10,300 19.6%

"1.,,;)"- o QW" :t 1 \r

60 9.~ 4,434 9.5!!> 4 Camerica 5 WachoVla 11 1.8% 2,632 5.6% 5 SVB financial 2 0.5% 3,579 6.'"

Source: SJ;It DatiiSource (8rarn:h data a5 01 3/25/08, depos.it data a5 ot 6/30/01)

>I J ( E S r 21

Page 48: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

!­V"\

'"' 3;

!-

2

1

4

Wachovia Sank of America SunTru!>t Banks Regions Financial

3 U.S. 6ancorp

765 13.3~

665 11.6% 562 9.8l1i: 430 7.5%

166 9.7% 153 7.9%

$71,335 19.4% 67,008 18.2% Beach

33,883 9.2% Ortando-Kissimmee

17,679 4.8% Palm

Port St. lucie Tampa-St. Petersburg· Clearwater Sebastian-Vero Beach Sarasota -Bradenton· Venice Lakeland Deltona-Dayton Beach-Ormond Beach

2 Wells Fargo &. Co_ IlS 8,225 7.8% '." l". 8,040 7.6% 4 flank of AmeOca 88

3 125 5.9% 5 49 1,038 5.4~

5 12 477 6.6X 13 44 384 0.9% 9 6 269 3.6,'4;

10 2 77 l.U: 33 12 69 0.4% 12 10 66 1.2% 22 2 45 0.5%

11.6l1i 5,946 12.4%

B.ox. 5,680 ),466

PROJECfW', 22

Page 49: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Park 65-1 12.3% 221.318 3U" 1 Park <41;0 6.l1:li; 68,1'15 IS.ft 2 HS6C 392 7.3% 70.<468 10.1% 2 Sank or America 463 6.ft 48,113 I3.G ) CIUgroup 259 4.9% 51.,425 8.2% 1 Wells filfgo &; Co. 564 8.311; 28,1+4 7.7% " 8ank of Amen;;:<1 37'5 7./1lI; 37.n7 S.4ll> ... Banco Bilbao \lizcaya 329 ~.ft 20.90-4 S.G 5 Capital One flnaodill 285 5.3% 34,563 5.~ 5 Wacholfia 211 J.2lIIi 12.2<18 J.G

iI!iI!!~llill!i1ll1i! 1iIl>lt !~Iin r.1!I1 ~bani!

1 Bank of Amer1<a 397 u.ft $34,304 16.G 2 Wilchovla 323 9.6% 28,7'19 13.8% 1 Bank of Amer1<a 220 4 . .no 39.763 11. '" 3 Toronto-Oomlnioo 323 9.6% 26,213 11.5" 2 Park 1<17 6.9li> 38.619 II lIS <4 PMC Finane ial 339 10.0% 18.282 8.7lIi 3 SMO flnlllicial 184 J.6% 29.116 B.9li> 5 Hudson City 8i1l)(orp 91 2.7lIi 12.732 6.1:11; " Natiooal City ll1l J.6S 12.982 4.~

5 Northern Trust 19 O • .no 8,950 1.7%

u

o Source: SNl OiItaSource (6rarxh data as 3/25/08, deposjt data as of 6/30J01) a.

PR T 23

Page 50: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

BAC Park WFC Network

U.S. Households

Households 74.8% 48.3%

Income

53.4% 25.5% 27.9%

Total It of Branches

Growth

5 Year Growth 5.3% 3.5% 6.7%

% of Growth 17.7% 36.2%

% of Hisoaoic Growth 71.4% 30.1% 47.1% -----, --,--

Branch count before consolidations; assuming 440 consolidations branch count would be 4,843 I- Note: Analysis based on 3 mile radius around each branch; assumes no new branches after Jut\! 2007 VI

"-'

3:

V

W -,

o a:: Q

WB Wait STI

3% 12.4%

.6%

26.7% 32.7% 3.5%

5.5% 5.8% 6.8%

53. 15.9%

( T IN f ~ T 24

Page 51: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

'""' 3:

u

Q

Retail

Home loans Card

Commercial

Corpora te I Other

Total

Investments In fAs &: Business and Commercial Bankers

Net change in expense '07 • '11 --~------------------,.------~---~---~------------

Total HIE less intangible aroonrzatlOO and 4Q goodwill impairment charge for Mortgage Banking realized mergel' s.aviog~ as of 2011 'As 01 2011

u,1IJIIiIIfIWI' aa.e

Total Reduction

P R Jf (

30.01 50,01 51,21 21.31 53.51

25

Page 52: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

I--

w

S:

v .... o

'" a.

Retail and Business

Home

Commercial

Card

Staff

Entire

• 100tlal pojltUlatioo IOcludes. employees aod contractors

500 450

to St;;ltf inc;lu<is;

Advisors BusIness Banking Relationship Managers Business Bankers

Initial rupu~lIUI Adds to Staff IU\d I"OLlllliiUl

o

o 180

2

4.132 o 2,118

(1

PROJ II 26

Page 53: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Q.

6aseline

G.AAP

Ca:>t;

Park share price ($ I

l

Park's 201' net income

Capital raise I fMV I lLR

1(l()S ~tock Issuance !lfI~tead of base CiI!>e capaill rai!>el MEDs cooveflolOCl

Source: Company filings Note: Market data as of March 26, 2008

.00 6.7

1.00 2.1 500 2.11

1,000 6.'1

n.8li:,

16.5

(0.6)

0.2

(0.1)

(1.51

(5.1I)

(2.9)

SO.71

0.88

(O.Oll

0.01

(0.011

to.03)

(0.30)

(0.15)

S2.S!la

3.141

(117)

39

(27)

17

(1,073)

(533)

S 1 27

Page 54: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

t­V')

w

:.;

I-

\,~

West GAAP net income contribution

GAAP EPS accretion I

GAAP EPS ac c retion I

GAAP EPS accretion I

West GAAP net income breakeven

Pre-tax cushion

Source: COO1pany flUngs o Note: Martel data as ot Milrch 26, 2008 a:: Cc

2009 2010

8.s;;.

3

13.8%

5

ROE (T W) 18

Page 55: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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W

'-..'

0

"-..... C <IJ E <IJ -' to ..... ""

• •

.J

Page 56: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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1

Page 57: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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Page 58: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

o a:

Page 59: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

c

--------_ .. _- --------) J 0 a d

Page 60: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

~ o = =a Q. ~

= ... _. ~ -

~

"'= ~ ~ o

1= = = = = ("H ... QO I.Q Q = = ("H ~

~ i ;;1

~I

Illustrative option ARM representative payment schedule1

--- M.t~ntp.a.yment ~~it ----LOJP.mt ----lJiiItjilloao amt . . . . - - . NegAmcap ----lOyear payment

'3.600 "I - - ••••••• - •• - - - - ••• - - ••• _ •• __ •• _ • • _ •• _ •• __ • _ ••• __ •

., .".

~.a.Q09 , ........ 1;tQ.%.

~~~o

;~~ i ~.OQO . ' . ~1..,~QP

PlOt Sh~ • tOJ~

Jl.QjlO

$Q.oo

u 1 i ~ 1S Z1 3i i4 ~ 41 4i i1 5i i~

P~-.~

Source: W~t repon to Finance Commitlee of the Board ot Directors: (redit Deep Dive; January IS, 2008

~

f I

(4 '

<t ! JPMorgan 0 I ~ that borrower setecu minimum payment option every time. Representative loan is an MIA· indexed Option AAM, S350k loan amount, no IIltroductory period, 115X negam cap

PROJECT W[5T 34

Page 61: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

James V. Futter

to <linlnr ... V,. at

transaction .... 1· ....... • .. 11 to as

1

Page 62: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

continue to pursue a

no

OTS.Ji429594-v ]·JP!l<fC _2aoS _September _1900<:

Page 63: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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o o

.... N

Confidential

..., III QJ

ci ~ - U 0 c: 0<3 0

"'-l ::::; '>ij (/)

< ·s ...... ....... a' u

() 10

~ Z 'P -< c: QJ () ...

~ 0 0-

~ .x. .... 10

Q. ~ "J

11111N30l:lNO) ONI1 31VAIlld All)IiilS

JPJ\;ICD _ 000003491.00001

Page 64: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

NOllV' N353t1d

1

o c:. "-

Page 65: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

o

• • •

NOI1~lN3S3 d 5~O~J3~IO 30 a~~09

1

Page 66: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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o

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<Y

Q.

VI

Q(

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V w

o Q(

<[

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1

o 1

Note: assumes no capital raISe

$ •.

I Required capital to readl 8.0% target Tier I for West post marlls and purchase accounting

&Co.

$1.

$1

8

$1.10

$1

2

p OJt:(1 WE T 3

Page 67: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

(j o = ::i Q.. ~ = e. ~

:a ~ (j 0

I Q Q Q Q Q ~ ~ \.C -. Q Q Q Q ~

z 0

I-0<{

I-

Z .... VI .... cr: Q.

VI

cr: 0 l-

u w ex:

CJ

..... 0

CJ

IX

.q:

0 <D

Capital required

,l~

TeE

REI T and Debt

Acquired TeE

Marks

Purchase accounting adjustments Other tier 1 adjustments'

Pro forma TeE

Required capital to support RWA

Total capital required

. ,iltl~lng Bank~ ~~¥~ Bank ... l:,~y~ il~.~ · ¢Q~ny S.upd~lilt un~cured debt ' . \ . , ' '.,: . . ,I ,

• , ~ ,

$14 $14 $14

0 12 17 $14 $26 $31

($30) ($28) ($28) (2) (2) (2) (1 ) (5) (4)

($19) ($8) ($2)

$15 $15 $15

$34 $23 $17

. ,....- - - .. .- -."- . 'f bank only J more capital and potential to structure alternatives

with government

I lI1c1udes de1ened tax asset per regulatory limitations, wntedown 01 PPftE due to oegative iQOdwiU rules and 0It1er adjustmenu

JPMORGA~ CHASE.&CO. PIlOJECl w['>T 4

Page 68: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

............... '1It1" .:, ,

income

Ongoing $512 $2,550 $3,189

liquidating 3,788 2,820 2,119 1,635

Total

Capital from balance sheet reduc tlon

Ongoing $270 $233

1,988 927 6n 397

Total

0

«

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ex: 0 r-u w ex:

0

k

0

0

IX

~

"" .' D"A,",n~." 0". r" &CO. PRO E ( r w l ~ r 5

Page 69: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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1

u w

o

Page 70: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

2 2

3

4

5 5

0

I-<{

Source; SNl flnanc141 Z w

Note: Brii11ch datil as of September 18, 2008; depo,it data as of June 30, 2008

VI

w 0(

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0:

Cl

I.e.

0

'- a a:: <{

0 ro CIL'\SE&CO. 7 W[ :.

Page 71: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

(') o

I

= :a Q. ~

= 0". ~ -

--= ~ (') 0 Q Q Q Q Q ~ ...... I.C -. Q Q Q Q I.C

Branch network

z 0

I-<{

I-Z w VI

w a::: a..

Vl • Pari< branches - 3,203 a::: a

* West branches - 2,207 l-

u w Total PF branches - 5,410 Q;

Cl Ii Branch overlap

.... • New markets a

:\ Source: SNl Financial Note: Oata <u 0/ September 18. 2008

a ""I J PMORGAN CHASE & CO.

PROJE(T WlST 8

Page 72: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

C1 o = :'i Q. ~

= e. ~

-~ ~ -'II C1 I~ 0 o 0 0 0 ~ ~ ~ -. 0 0 0 -0

z 0

t-< t-Z w V>

W

c:t:

a.

V>

0::

0 t-U

4J

u::

0

..... 0

0

a:: « 0 al

Retail deposit base

""" "" "'-' .

.U,i.2

Source: SNl finandal

u h~ ... 1'lt';;' .'~~: . """.~ ' . :, 7" :.:"'~, .'·r.-",~ •. {

• Bark • West

. ~\. ;<

". , ::~V',~ J};:!l\';;'~ :'C~? " .I '''.' .<~ ~ . .

.'1' .... '.::'.~-.t~4IoIt'?'f, ... ~ ;: .. .t: . . ''';; ... d:.. ' ... " t··,

... . " .

.-' " . . ff' .

,, ~ . ,. .. ... ';'~i :.;·,,: ~~; ; . '" .',

';' 1;rr ~,', ·,~,j:i:~;" ::l~i;r '\., , ~;jj;,;!~ :{;: ,:;r:/;;;>" '1·i" . ~· ~~l . · ,·.r ,.

::_.rr:- .~~~

r~ ~'i* " "~ .

':. I· .' . ' ~ .

l!, " .. : ~ '. " . "-:ff" ,~, Iy:,:," \ . ~t . ., it.;..;_

': ~:, ,,': ~.):'~;'~\*i .. '~~~~' t.}~~~~lf ~i~ 24""":- ::" uO'S' . . ~~ .. <~:;,~ ''':J . ; . .

: . ! . . .• ::'" . .

IlUnols':~,;,, : ' ;:~~.' ~ " -<~. ~ ~ .. L~:'·~~ .. . i:- .\ --:, .. .,.., ......

:. '~IPI1I1tl· ,,~:~qy· ~~. , :-: . :~~':~;~~. :'r:; ~'~!~!~:. ~">:.\'" ,~~ .

. :F,l t,,"~; ; ' CI"~"t " , .;:.+,: ; :";::'i"l Lt";~~;i:f l;~~";l"~~/~, t'. ~,~;~~:~; ~~:;i>' ii/:'( ~ ' ~~l~:~;:'> ~ ". J: tl'" . 8. 2~~~i,Jl

" 4,1/

';~4:~~Y:

S77;g';:it' 18.i

~. ' }4·.;·~ ~\ ..

,~:'t~ , ;}~' .::~ H!~.o, ,.~ t,~3 ~ , .:",:10.&1: ... : < ~,~1 i,q ",' ":'; ' ,- . '. ':' ·, ,,, ··,j:." ~;~ -'. ,;<.t , ... ~ ,. c., .. " . . ' ,- ff!'.. ~t !O. " ", i( R r , f, A

t,- ~ ~.~,\d >;:t,R '.~JI .: ': 169t";u M .. ~il.i. · !~ tAl,'·:;:~~~ ;U .. >

' .• ~;i.,~" .~~&lf~;:~~,~:f*~:rC~f;lif;j ' i~:?j ':.· 8';;,~~;;,;;;~i~;:~ft:,.lSl'O " ':, l~~~ ' :H '1~'~! . ,,<'f~~; !7,:iJ .. ,.i..4.\. · ;tVI~. ," ' 1.~,9. i .,: : ;~ .I~.~~"l'l~ \ :;;,, )" t1.6\

:- .... ,' ...... ', /,; ',,:·1 ·,'';'''*'*:',~t-.~~·.>t' ' :, ~t~U''''li ·,.-1~ ~··~\,.>¥,,;!,~-j""j, ~...... ('''' ''' ~.''' ' ' C ~ _ : : • :.'7~ .: (::',: .. ,,, .. ~' .l' :'; -t :\ , : .~ _ , .

Note: Deposit data as of June 30, 2007; excludes dep05it~ greater than S500mm in a single branch; <lemo£raphic data dep05it·we iihted by county '2007·2012

\'MORGA."< CHASE &CO. I ··· ·

PRO J £( ,T WE S 1 ",~. ~

' :0 :.:'- '

9

Page 73: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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== -_. ~ -

'-"'0 ';ill ... ('j

I~ Q Q Q Q Q ~ .&;. I..C .-. Q = Q .-.-

z 0

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a.

VI

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a

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Retail footprint

W~t PArk IIrG·fonna <.ombinod· Cuccefll ,.C., ' k

OcllQlit ~h¥.e i. , of Deposlu OI;:~It~hare 'of Oe~Iu ,~ ~g ~It~ RWkot IeaIW StAlte Rani<. bfaocl\es {$mml (S) ~flk bnlnclles ($mml (1'). i411k ~~ S-~l !~I lSI Cablorma 683 ~75,721 12.n 283 3 $16 O.OS : "' ~<:'~t9I " . " ~/.!ln " . Ii" 20.31 l ~" " " , <:l ; :t, ( ~, ,~,.. ~ ,.,> v - <, >1, , ~ ~ ;w ,,,, x Hew York 6 237 15,1.91 3.9 651 n,461 17.9 ~~·; t ~;;~;'"''·'~''' ·.a:I~)~' • ~ ' 1 2t.1': ~ 17.9 ~~ '1 v ' ., <, ' - • .. " , ,

W,uhmaton 1 187 13,002 1~.6 116 1 0 0.0 ;st· : ~Jae p.OQZ ::--.. -:,,!: .I;(t(.; 15.5 flondil 5 261 11,830 3.7 59 13 568 0.2 ~> ·c· ':·r.· ...... J. ffi" ~ "'11.r. O<··'''l . ~: ' 4.6 ·- 5 ~A7~ ~ !~ '1.441,~, -;1 l ,'J . Tex4~ 7 253 9,062 3.1 467 28,668 9.9 .. ' J ,j1l91JiD .~ iHi!1!!fo~t:W"JO ·; ; 9.9 Oregon 2 105 5,696 12 .8 0 0.0 ,t'"; • ·;.1:. 'rtl.."'~!':' i.'. 'IT' •• • -" . ; ~

17.4 1~~jf;4~J' '~'I~l'- ll' S.69' ... ,, ~ .\ tU . b . . t:. · .. "'a \fo'?' , HewJeney 12 86 3,308 2.5 8 167 7,450 5.7 ~.~.: ':. Iji.~1~?·~~4o.m . ~ "~ . l 20.0 /leYQdi\' 7 37 1,774 5.0 0 0.0 Wlll",,,~t~Mt.l1iii ;;Q~\ ' 0 •• 22.5 Illinois .... ...... _"~""L. .'- - "'\i:'-"" ~!J - '\

)) 115 1,373 0.5 2 347 21,503 8.5 ' 1'-"~~"61 I · .' ~ 1'U11'" _ ~ ~ 41 O, i ;; 8.5 AI1ZOOil 9 64 1,12" 1.6 244 15,221 22.0 ."~~' ~'4"ri ,.1:.,. '\,'i ~~~il •..

22.0 1 • ; .. 1i - ... 1lOll ~· i.:\"J6i~ ·I~ ;· ... ~JU Utah 6 33 ~8 2.1 3 3 .. 1,993 5.7 {t~i.~~)it?-1i-!~li'!1llit.~t~,~~ f, ' . ~; 17.9 Geot'gla 17 66 759 0.5 297 0 0.0 raO.of ... i! t6r~ --: :.t~~~i»-,{J<!r.~ O.~ .• . 9.5 ...-, ..... ", ..... ;-1.''* . _.t';! . - ~ _, ... . 1

ldilho 8 22 627 3.5 0 0.0 ; 1 .1 !:J t;:~ /~ j! ::~~3~ '~~;f ,,!>';2' 20.0 CoIofaoo lb 40 498 0.7 5 89 3,395 4.7 ~~~!f:';l;1iY~.~L: .;i<if, . ~~~ ~4ii 15.5 Cooneaiwt > ~ . t:o:> ... . ~.":I. " ~" ~ \ .. 2 13 166 0.2 7 42 3,507 5.0 ~~r7 '""·\ !~l,,~~~~.'j"l2 . ; ~'9.q , 13.0 Other 285.3+4 HA

. ,r,~ 'l:~::. l • ~, . . ~!" : . , ~;t~-I "'-i ' HA

HA 1,144 ")U '~':-'-";: -~'''~.;'' L:" .,.!. !f:-, -~"l ' ... • ~ ••. . ,~ . ~-l9i ' ~HI:'Z1 . . . .. . _ _ ••• • <. _ __ ~ _ _ u ____ _ • ___ ". " _ _ • • #_ .

",L~ __ -1-_! "J ',~J , ." 'Q '1--.- )'" , < • , ; .• ; 'f;l.~ ~;:!lS";~ft$~~I " . ".i.;-~ '

Source: SNL finafl(lai HQte: Deposit data,u of June 30, 2007, branch data as of September 16, 2006; excludes deposits greater than $5OOmm in a single branch; demoiriPf\1c datAl ~it'weiShled by county i Single branch itl NV hold5 $62.4bn of deposits

JPMORGA:\ Clf:\SE,&CO. PRO J £ (T WE. S 1 10

Page 74: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

--N

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V)

IX

o I­

u w oc

o

w..

3 San

4 San

179

379

5 Riverside-San Bernardino-Ontario

Source: SNl Flnarloai Note: Branch dilta as of September 17, 2008, depo~it data as of

&Co.

4.3 4 3.1 3

.8 3

4.2 2

30,2007

251

94

75

38

49

41 5.6%

6.6%

15.7%

9.4% 12.4%

26.6%

17.0%

24.0%

21.2%

PROJECT Wl~T

Page 75: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

165 16.01 37,865 22.01 88 8.5" 18.5-46 10.8% -4 UnlonBanCal 113 4.6% 20,512 6.9%

5 Cjti 146 5.9% 13,482 4.5%

z 0 ialJ ~mli.e·!ii~jl11'lfii\O:ilti·~IlI~ta ~~iFiTi I-<.(

I-,,","If.

Z "-' V\

.... Ill: Q.

VI

<r 6.8% 0

I-

U

W

'" Q

"-0 - a a:: Source: SNl Flnal)oal <.( tiote: Branch data as of September 17. 2008, depo~it data as June 30, 2007 " -t...l &Co.

PROJEC WfS 2

Page 76: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

0

I-

<t I-Z LJ

VI

"" 0::

n.

Vl

0::

0 I-

--....

. 1

2 Bank of America

3 SunTrust

" 5 WeUs Fargo

Source: SNl fInanCial

657

574

159

11.4

9.9

7.9 8.2

67,008 34,105

8,040

7,412

18.2 9.]

7.6 7.0

Note: !!ranch data as of September 17, 2008, dePOSIt data as of June 30, 2007

CHAS£&Co.

M!ami~Fon lauderdale· Pompano Beach Orlando·Klssimmee

Tampa-St.Peteobori-Clearwater Palm Say-Melbourne-Tllu~\I11le Bradentoo-Sarasota· Venice lill<eIand·Wlntet: Haven

Port St. lude Sebastian-Vero Beach

Deltooa-OaytOO4 Beach-Ormond Beach CdjJe Coral' fort Myers NapIes~Marco Island

Jacksonville

Il'Jjfiell';ll me~llllid; min"ellbiil!'~

5 Umpqua 70

1 126 S8,3Q.4 5.'1:11 5 -47 1,6118 5.<4

13 .. 0 384 0." 5 12 'In 6.6

J2 69 0 .• 12 10 66 U 9 7 269 3.6

10 2 77 2. 22 2 "IS 0.5 41 2 0 31 0 0,0 40 0 0.0

.J ~

6.3 3,466 7.2

P OJ W[" r 3

Page 77: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

UI

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Par1l

2 HSOC 389 7.3 70,468 10.1 3 C1ti 260 4.9 57,425 8.2 Bank of Amen<:a 379 7.1 n,n? 5.4 5 Capital One 2&8 5.<1 34,563 5.0

2 Wadlovla 317 9.4 28,749 13.7 3 TI) 32 .. 9.6 26,213 12.5 .. PNC 331 9.8 18,282 8.7 5 Hudson City 93 2.8 12,7::12 6. t

Source: SNl financial Note: IIr.mch data as 0{ September 17, 2006, deposit data ill> of June :.0, 2001

&

2 Bank of America 466 6.7 48.7'13 13.4 3 weUs fal1ilo 595 8.6 29,122 8.0 'I 8BVA 327 ".7 20.90<1 5.7 5 Wachovia 229 3.3 12,218 3.4

2 Park 3'17 6.9 311,619 1.8 3 BMO 186 3.7 29,115 8.9 4 National Cit;,' 18<1 3.6 12,982 "1.0 5 Nortllem Trust 19 0.4 8,9510 2.7

PRO teT WE T

Page 78: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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Network

u.s. 48.9% 24.4% 25.1% 30.3%

28.4%

Income

53.4% 26.7%

Total II of Branches 5,598

Growth (2006·11)

5 Year .... " " 5.3%" 6.7%

% '- 17.7% 36.2% 26.1% --

% of 71,4% 30.1% 47.1%

Source: FOIC and Financial Note: Data as of June 30, 2008. Analysis based on 3 mile radius around each branch; assumes no new branches after July 2007 I Branch count before consolidations; assuming 440 consolidations branch count would be 4,970

CHASE&

32.7%

38.3%

2.4%

11.6%

3.5%

16.8%

15.9%

PRj[ (')1 15

Page 79: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

It was milrlutles to <1"",,,,,,",, at be "nr,,.n,/ .. f1 at

Ul"'''u;);)lV'Ul. upon lUI.'U,",'" sc(:onoe.ll, it was

I

Page 80: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)
Page 81: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

J ofl

U'~''''U':>''''IJU, upon mCltlo'n it was

as 15, such amendment to be effective from and after S .. ,..,tPlm

"",,, .... ,,,,,,'vu, there no

Page 82: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

as of ::selDtemt)e 2008

.J

Page 83: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

10000"£6t£00000 a31~dr

STRICTLY PRIVATE ANO CONFIOENTIAL

r,:..:

N o ,':. o 00 ,.

Page 84: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

PRESENTATION TO THE BOARD OF 0 RECTORS

Page 85: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

E:<:ECUTIV( SUMMARY

." lO

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Page 86: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

).

a:: « :l: ~

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process over

model with income statement at a

review of West and and nrnrpn,

with statement and balance sheet ~n~I\1<:I<:

w I JPMORGAN CHASE&CO.

unft

rh,,,",,",,,, to credit ",.,..-I'''''r~

", .. o",,,,..orll at a business unit

PROJECT wEST J

Page 87: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

XECUTIVE SUMMARY

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Page 88: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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P ESEHTATION TO THE BOARD OF DIRECTORS

Page 89: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

wE S T OVERVIEW

(,...,

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!~ 'L

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:~ en r-: R"

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Page 90: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

(j o = :a Q. ~

= e. ~

~ "'C :: (j 0

I = = = = = c..; ~ ~ c..; • = = 0 0 QO

Creates broader branch network

• Pari( branches - 3,203

* West branches - 2,207

~I Total combined branches - 5,410

• Branch overlap

'" ~I • New markets 0

:1 Source: SHl fltunc \at

Kate: DaY IS 04 September ll, 20011 w

~I JPMORGAN CHASE &CO. PIlOHCT WlST 7

. .- .. .. ' I

. -.;; !.~

Page 91: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

~ o = ::c c. ~ = -_. ~ -

~ ~

~ ~ 0 1= Q Q Q <= ~ ..... ~ ~ . <= Q <= = ~

Provides significant expansion of retail deposit base

"'.,~~ . - .+., ....... 't"~,., • 11-,.. .. • . _2 • Park • Wetot

""

\ ~ "

..f'\" ... }~"l.~ .. ~tr(,,-

J~~ ([ ~;\ ' '- ~ .1; · .f .: 1 • .1-: ~: . ,

, \ j,;~: :- , ';i ;'r\: t~::~~

~r' t~~F "~ :.:~: .. lr:·

~l > j <X i WI

~ ! I

~

'" \oJ

~

'\ :' ;-- 'lo

~> · .. !Chr.a~,~Weshl~ .;:/, ·;~~i, .. ·· ~·:.~ ~,S'.\ ~'.~.~. : ,~ '";

;.\~~, .~ ~~14' ObIo

T~ IWn0i5 , ~; ; ~ ,: ... , • . . {- ~ t ;' :'. '

Source: SHl FINneIaI Note: DepasJt dillias of ~ 30, 2.007; excludes <IeposIts !lreater than $500mm in a single branch; delllOifllphlc data deposlt·welillted by county , 2.007·2012

JPMOllCAN CHASE&CO.

~ ~'. ~ ~ ... ~'~ . .. .

~~ ~~. f .. l (l~\.,. ' 1 \

.' ! ·· 5:" · ,,~.~ , .:'t1~ 6 J..~ I?·

PROJECT WEST 8

Page 92: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

(j o = ~ Q. ~

= ::to ~ -

~ -e ~ (j 0

I 0 0 0 0 0 (,;.J .,. ~

~ 0 0 0 -0

~ w

> 0:: w

> 0

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Footprint attractiveness

Park/oW&~~ Park ~t

Network Comparisons "/~: ~. ·:~It~.~,~y :lt:~.(C?~- .----U S Househ td ~ - . ';,',:' ",'J ., 1",,' ";~' }' · 7,y,. \ '\ 2" ACV )0 301

. .. 0 S :" " ,::, ~." ,,!f'o6 . t '.'~ "1",:1 '."AJ . JO ·.f : '"

Hispanic Households ':-\?'< ~

Average Income

Businesses

T otalll of Branches

Population Growth (2006-11)

5 Year Growth

% of Population Growth

% of Hispanic Growth

Soorce: FDIC and SHL flnanclal

33.4%

$70,652

25.5%

3,203

-- .. " 3.5% " I

, I

\ ... 17.7: ... "

30.1%

Hote: Dlta as 0( June 30, 2008. Anal~ts based on 3 mile radius around each branch; assumes 00 new bf-anches after July 2007

I Branch count before consolidations; assuming 400 consolidations branch count would be 5,010

JPMORGAI\ CHASE&CO.

58.6%

$74,238

32.7%

2,207

5.8%

38.3%

53.7%

PROJECT wlST

,.,1', :

9

Page 93: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

II

PRESENTATION TO THE BOARD Or: D RECTORS

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Page 94: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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INTEGRATION

• • • • • (j

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.... n 0 0 3 n g 3 0

~ ::l

3 rp ....

,.... R

..... 0 0-

"0 ::J. < 0 ro

'-...... (""\

.....

M ...., -;

Page 95: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

r'":l o :::s :::"i Q. ~ :::s :-. ~ -

=--e ~ -r'":l 0

I = = = Q = ("H

""" \C ("H

b = = -("H

West provides significant branch cross-sell opportunities

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• Branch network provides opportunity to cross-sell more products, particularly credit card and investment sales:

• Credit card In 2007, Park produced 2x the per branch credit card production of West Achieving this productivity with West would generate an additional 500,000 credit cards sold annually through the branches

• Investment sales

'.'t-

--- Park's % of retail bank households that have an investment product is 2x greater than West Park's Financial Advisors produce on average 60% more investment sales per year Achieving Park investment sales productivity and increasing Financial Advisors could lead to an additional $8-10 billion in sales annually through the branches

'. 'Wftl.'Pad< ;...... " -<.,,,,~~.rr.'

--~--~-~~-------- -------------.~~~ -----

'": :...; ~'

';f ~ .

JPMORGAN CIIASE&CO. PIlOHCl Wl~T 12

Page 96: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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Park has a solid track record in enhancing branch productivity

• Park successfully increased branch productivity for credit card and investment sales after the Bank of New York branch acquisition

'4~ ":.:'; - • 1:~

. . . . " '~"~JII ~~~~t1f.fIt .... ""!" ...... ~- ... - ...... ~

.: }, . " ." . . . , . . ~~,~.r ~;~'1 ' .

" ' '1 ');'htft .. " c·'?';,,·, ""~:'~'/er

---------.-.,~-"'li:~: .... ;"".---- .. ~ ," . ~, . . )"':' '- : ~~'- ~;-"f,~ Y1..1:Pt~·r~~.' " . !"' ;\l'- ,.~ __

",*~- ":-: ... -~.~.,,,;:~,

' ~~ . r i. :" ;::{ . ' ... . ,~:;; ~,t!' t~ .. ~~ .•. ' . . • ·'r· ;.i-itt., .

... 'l'~ , .-.~ :.

, : ~ .:,:: ) ... ~ .. ,,: . , ~ ,..

~~ ;~,;;.~ " .. ::~'-~ "l~~~ '} -'" . ,''',! ... ,'z.~ .H' ->.~

.1·PX .,' .. . :" .,.";':',

~l)tft~ tl: ,1~'~rHQZ ' ', ... .. .... ~

. ,lti08 " T~rget ,·t' 2tp5~Y ." ,.~,,-:\O . Yrf:; ;"~T': ~'" "',' .-:;::;,,: , "" ' t,,,·· ~. ! . ':~ ", ,:,;:j. ;' ,~. ;~, t ;" 1U01" ' . " ,"...,R ,'I1"'ro1et , . . ~ , -.:' .t.:' ... , ... :~ ' ~ " ~,~ 1:', ,f ' ~~;t , ~,.,,~t;' ' ~~ ..

'';' .,.~ '.>,. 'f .'~:.' " . .... . ' ~ .. ',;\': ... ' ~;. ~ ,it

tint",: lH07 and lH08 are ~veraves of lQ and 2Q 'Surd 00 aver. 01 comperlble deposit size Chase brao~ In NY. to and CT

JPMORGA~ CHASr.&CO, PROJECT WEST 13

Page 97: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Sl

N EGRATION

Page 98: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

91

PRESENTATiON TO THE BOARD OF DIRECTORS

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Page 99: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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ARMs

West lin ... ",,,,...,. for loan losses as 9/30/08 Release of Allowance on Credit

West Pro forma allowance for loan losses

u I J P),iORGA:--: CIIASE & Co.

5% 23%

35%

1l0J (T Wl5 6

Page 100: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

-QC)

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Option ARMs

Mortgages Home Equity loans & lines

Subplime

JPMOROA1'\ ClIASE&CO.

$58,870 51,517

61,234

18,617

$-40,976 16,032

51,125

55,518

$11,80)

2,692

14,252

7,502

2m: $2,710 52,968 $2,736 $1,501

51 990 1,033 465 99 23" 3,500 3,900 3,300 1,700 4m: 2,400 2,000 1,400 700

$970 )0

852 <400

$582

18

500 200

S336 58

500 402

PROJ((T WEST 7

Page 101: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

-\C

a

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Option ARMs

Mortaages

Home Equity HUlen

Home Equity· 2nd Uen

Total Home Equity

Subpnme 1st lien

Subpnme 2nd lien

Toul Subprime

TotAl Home lAndlnl Portfolio

u I JPMORGAl'i CHASE&CO.

1BA!III'IClK as 11131/1007

$'58,870 40l sm;

51,517 In )01

S16,396 18" soo;

«,838 321 90S $61.234

$16,079 701 501

2,538 78' 95%

518,617

$190,238

Lifetime Ioases l.lfetlme Iosse$

$11,803 2m; 2 .. " 4m; S5,6OO 101

2,692 51 9t; lOll> 1,400 3%

51,470 9'lI; 71 '5O'Jii $600 <IS 12,782 29'l1; 181 90S 7,<100 17"

514,252 23" $8,000 131

$5,625 35" «% .01 $2,800 ,71 ,an 741 4(,1 951 1,100 43" ..

57,502 ~ $3,900 211

S36,249 19" $18,900 10'1l

I'ROlfC! W('>l 18

Page 102: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

PRESENTATION TO THE BOARD OF 0 RECTORS

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Page 103: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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RANSACTION OEseR PTION

Page 104: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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Estimated West Bank TCE at 9/30/2008

.,. REIT Preferred from West Bank

+ Eliminate subordinated debt

+ Eliminate senior debt

. Elimination of West's net OTA

Net asset value at 9/30/2008

Otht>f lI"l<:Wdel. resu1JCtuliol! dllII1te. west other Tier I, aoo PPftE

JPMORG,"IK CIIASE & Co.

3.9 7.8 6.3

)

Net assets Purchase

loan marks

lLR release

Conforminll LLR

Purchase

Other 1

Pro forma

,5

0.0

8,2

PROHeT W(S 2

Page 105: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Park Wl!!'S1 Pro lormli Par k 913012008 9/1012008 klj...,tmt<l1.J 91JOI20011

"'''''1:$ Cll,hlll>d_\lflt~ 5957,92:; 53),014 1$9111 sm,olUl Grou bins Hfl

517,~S5 2<17,390 01,S99) 75].246 lO<Ino 'held tot ute 15,4711 ',000 0 16,478 ~e lot bill bt,~ 11,219 (6.511) 17,6lO II<>t bIIJu 55]1,714 S2)j!,463 (525,0IIII) S7SVYJ .. TotlllMtptlble1 $SI,S6I 57,573 (S7,573, $51,S6I OlMt IUtU 5216,52)

$238,618 TottllOl_ SI,7(i..4.710 S30],.11] ($35,769) S2.012,178 LLoOliullu

~IU $714,142 S 164,282 SI,084 S9S1.5O& W~lu<ldlnt 0 0 I,m 1,591 flt.8borr~ 89,]<)8 13,161 )82 163,'Ml OthH borre"MI.' 4«,375 20,H7 (7,912) 456,610 SubQUllN.lf<lOIbt 10,991 0 (I lO,997 T'ust PI,".'" securltkrl 9,>100 0 0 9,>100 Equity~" lRIJP (COOs) 7,nS 0 0 1.175 lJ.ej""r"UlI~y 864 (0) 0 1M OtMr li.IIbIlItiH 262.37) 2.122 324 "" Totti 1IIIIb11ll». SI,629,n4 (~,5301 SUll9,505 u V> TotAll ..... u ... lru' ~OO SO 50 HOO w 0 Equity

Z Prefer,ed <l!qUjty 57,Il00 so so $1.800 0 (.,.,.,.,..._Ily 126,1!06 39,105 lH.613 I- Totol .. ",,1ty SI3~.606 (Sll,lJ8) SI~2,,,7) u « Tottllllllblilitiou ft .. "ulty SI,7(;.4,130 5303,-117 ($)5,11>91 $2,032,178 Vl

z « IX

I- JPMORGAi'\ CllASE&CO. p OlEC T W S 22

Page 106: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Jun· 08 ~oa

Park PF Dec-QS Mar-09 Jun.Q9 Dec-09 ~'10 £lec·u

T otllt assets $1,776 S2,032 S2,().48 $2,039 $2,046 $2,048 $2,053 $2,1-48 $2,251 Tangible anet:\ l,n7 1,981 2,000 1,992 1,999 2,002 2,011 2,101 2,206 RWA 1,080 1,105 1,313 1,306 1,).01() 1,365 1,396 1,<456 ,528 Averaae assets for leverage ratio ,18S 1,485 1,79<4 1,8)4 1,871 ,914 1,958 2,().41 2,144

Tangible common equity $78.7 587.4 $89.9 $93.1 $96.2 $99.3 S102.6 S119.1 $136_)

Tier 1 capital 98.8 112.9 117.2 120.5 123.6 127.1 130.9 '47.4 16<4.1 Total capital 145.0 162.6 167.1 170.0 173.3 176.9 180.8 198.0 216.2

ReauLiltory

TCEITA '1.38l "AI" 4.49" 4.67'.11; ".81:1~ 4.9611; 5.10l 5.67'.11; 6.18" leverage 7.13 7.60 6.53 6.57 6.61 6.6<1 6.69 7.22 1.63

Tier capital 9.15 8.65 8.93 9.23 9.23 9.12 9.38 10.12 10.n

~\ Total capital 11.'43 12.46 12.73 13.02 12.94 12.96 12.95 13.60 1"1.14

~I Moody's

~i TCE/MRWA 6.84% U7'Jr. 6.S4" 7 .201\ 7.37'Jr. 7.59111; 7.79'1 8.59l1: 9.301\

'" u S8:P

'" ACE/TMA 4.53" 4.26' 4.39' 456' 4.69111; 484" •. 97" 5.55" 6.081 ...., 0 ATE/MRWA 7.17 7.05 7.'16 7.90 8.12 8.37 8.58 9.32 10.01

z 0

vI Soun:e: Company factSet. I/I/E/S. re-seMch, Park and West estimates Note: Park pro rOOlla Sl.8bn~e ORO Preferred In August 2008

<l[ ... <t QC

.- l'PUn""A'" CIIASE&CO . PRO E( T WEST 2J

Page 107: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

f

TRANSACTION DESCRIPTION

• • • • • •

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Page 108: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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Park GAAP

Park GAAP EPS

Pro forma contribution from West

Pro forma GAAP net income

Pro forma GAAP EPS

2009 201.0

$11.7 $15.8

53.29 $4.41

S2A

$1<4.2 $18.8

$3.79 $5.01

error

z Note: Cast ~)I!1ef8~ and iIIIIlonlzation of intNllllble assets ina:Iqlorated In We.t eafolngl.. Par\( eamln!l!O bas.ed 00 C~$ lInil1vst estimates <l

I>::

I- CIIASE&Co.

$16.7

$4.67

53.'!

1

$5.37

PRO fCr WEST 25

Page 109: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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2009 2011

West assets .2 1.5

JPMORGAN CIiASE&CO. PROJECT we" 26

Page 110: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Tim To: RDouglas L Braunslein" <douglas.braunstein@jpmorgan .com> Main@JPMCHAS[Cc:

SubjlXl: AnoLhcr updalt:

03/181200811:58 AM

Fyi

Santander said if Bear occupying us, would like our fig team to advise them on W AMU. Said they would only work with us .

Talked to Steve and agreed

- tell them not able to do right now (not say conflict) - appreciate call and want to advi se them on all US deals we can and they should not assume connicted on any situation - not tell peopl e in bank beyond Enrico, Fern, you, me ... .. too sensitive.

Tim

Confidential JPMCD 00000352500001

Page 111: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

"Gearin, David" To: <dan. cooney @chase. coin>

<[email protected]>ce: Subject: RE: Contract

09/24/2008 09:03 AM

Can you forward or fax me a copy of the agreement that Rogin talked to Jim Wigand about? Fax (703) 562-

2476

From: dan.cooney©chase.com [mailto:dan.cooney©chase.corn]

Sent: Wednesday, September 24, 2008 8:45 AM

To: Gearin, David

Subject: Re: Contract

David - Thanks. 10:15 is fine. I'll send you a dial in # .

Dan

Daniel P. Cooney

[email protected]

(312) 732-3171 (Chicago voice)

(312) 732-5976 (Chicago fax)

(212) 270-7094 (New York voice)

(212) 270-9643 (New York fax)

"Gearin, David" <[email protected]>

09/24/2008 07:39 AM

To <[email protected]>

CC

Subject Re: Contract

Thanks dan - jim thinks that he will be available for a call at 10:15 if that works for

you.

Original Message

From: [email protected] <[email protected]>

Confidential WMCD_000003562.00001

09/24/20080903 AM

or mea

David - Thanks. 10:15 is fine. I'll send you a dial in #.

Dan

"Gearin, David" <[email protected]>

09/24/2008 07:39 AM

RE. Contract

to

To <[email protected]>

cc

Subject Re: Contract

Thanks dan im that he will be available for a call at O· 5 if

Message-----From. dan. .com <dan.

Confidential

for

Page 112: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

To: Gearin, David

CC: [email protected] <[email protected]>; Wigand, James

Sent: Wed Sep 24 07:17:49 2008

Subject: Re: Contract

David and Jim - We can explain these more fully on our call but given the extreme

shortness of time, here are the main issues we'd like to discuss:

Authority for transaction - Section 13(k) [raised yesterday with David]

Subsidiary thrift being put into receivership [raised yesterday with David]

Section 2.1 - how will liabilities for benefit plans be assumed/transfer of

relevant plan; what plans are actually fully with bank vs fully with the holding company

and thrift, etc.

Article 2 - liabilities for tax sharing arrangements

Section 4.8(b) - what is this provision intended to do, particularly with

respect to mortgage servicing agreements which are absolutely critical to operating the

business?

Article XI - exception to consents rep?

Article XII - Indemnification - [raised yesterday with David]

Confirm treatment of REIT preferred

Non-thrift subsidiaries - where in structure post-transaction/required

approvals/notices

As we go thru the agreement we may have some drafting tweaks but I think these are the

main ones.

Dan

Dani e l P . Co one y

Dan . Co one y @ Cha s e . c om

( 3 1 2 ) 7 3 2 - 3 1 7 1 ( Chi c a go vo i c e )

( 3 1 2 ) 7 3 2 - 5 9 7 6 ( Chi c a go f ax )

( 2 1 2 ) 2 7 0 - 7 0 9 4 ( New Y o r k vo i c e )

( 2 1 2 ) 2 7 0 - 9 6 4 3 ( New Y o r k f ax )

This transmission may contain information that is privileged, confidential, legally

privileged, and/or exempt from disclosure under applicable law. If you are not the

intended recipient, you are hereby notified that any disclosure, copying, distribution,

or use of the information contained herein (including any reliance thereon) is STRICTLY

PROHIBITED. Although this transmission and any attachments are believed to be free of any

virus or other defect that might affect any computer system into which it is received and

opened, it is the responsibility of the recipient to ensure that it is virus free and no

responsibility is accepted by JPMorgan Chase & Co., its subsidiaries and affiliates, as

applicable, for any loss or damage arising in any way from its use. If you received this

transmission in error, please immediately contact the sender and destroy the material in

its entirety, whether in electronic or hard copy format. Thank you.

Confidential WMCD_000003562.00002

To: Gearin, David CC: [email protected] <[email protected]>; Sent: Wed Sep 24 07:17:49 2008

ect· Re· Contract

David and Jim We shortness of time,

can here are

these more the main issues

for transaction

James

our call but 'd like to discuss.

the extreme

thrift put into Section 2.1 how will liabilities for benefit

with David] assumed/transfer of

relevant ; what are with bank vs with the company and thrift, etc

respect

Article 2 liabilities Section 4.8(b) - what i

arrangements intended to

mortgage agreements which are the business?

Dan

Daniel Dan. ( 12) (312) (212) (212)

Article XI to consents rep? Article XII Indemnification [raised Confirm treatment of REIT preferred Non-thrift subsidiaries where in structure

s/notices

thru the agreement we have some dra

P. Cooney .com

732 3171 voice) 7 5976 fax)

70-7094 (New York voice) 70-96 (New York fax)

with David]

red

tweaks but I think these are the

This transmission may contain information that is confidential, y or exempt from disclosure under law. If you are not the

are fied that , di or use the information contained herein ( any reliance thereon) is STRICTLY PROHIBITED. this transmission and attachments are believed to be free f

other defect that affect any computer system into it is received and of the to ensure that it is virus free and no

., its subsidiaries and affiliates, as in from its use If received s

transmission in error, contact the sender and the material in its entirety, whether in electronic or hard copy format. Thank you.

Confidential

Page 113: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

From:

Sent:

To:

Subject:

Fernando Rivas <[email protected]>

Saturday, September 13,2008 4:00 PM

Frode X Riksfjord <[email protected]>; Gregg B Gunselman <[email protected]>

Re: TIME CHANGE: West Call @4pm Today

Sorry - was talking to santander

Give a ring when have a second

From: Frode X Riksfjord To: Vishal X Idnani; Fernando Rivas; Gregg B Gunselman; Genevieve E Hovde; Scott RHynes Sent: Sat Sep 13 15 :55 :50 2008 Subject: Re: TIME CHANGE: West Call @4pm Today

Need a few more mins to make powerpoint. New time: 4: 15 pm.

Frode Riksfjord, CFA Financial Institutions and Governments Group J.P. Morgan 383 Madison Avenue, 36th Floor New York, NY 10179 212-622-6321 646-284-8926 (mobile) 917-464-5886 (e-fax) [email protected]

From: Vishal X Idnani To: Fernando Rivas; Gregg B Gunselman; Frode X Riksfjord; Genevieve E Hovde; Scott RHynes Sent: Sat Sep 13 14:47:39 2008 Subject: TIME CHANGE: West Call @4pm Today

Just received card update in last few mins and still working to complete earlier changes. Call now at 4pm today. Same dial-in.

From: Fernando Rivas Sent: Saturday, September 13, 2008 2:14 PM To: Vishal X Idnani; Gregg B Gunselman; Frode X Riksfjord; Genevieve E Hovde; Scott RHynes Subject: Re: West Call @3pm Today

Thanks

From: Vishal X Idnani To: Fernando Rivas; Gregg B Gunselman; Frode X Riksfjord; Genevieve E Hovde; Scott RHynes Sent: Sat Sep 13 14:00:232008 Subject: West Call @3pm Today All:

We are targeting 3pm for a West call this afternoon. If we need to push-back start time, we will send another note. Dial-in details are below.

Dial-in: 866-870-8212 Pass: 779-36248

Confidential JPMCD 000003849.00001

Page 114: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

To: OlivierXde GrivelLTPMCHASEWPMCHASE

Tim cc:

mainwpmcHAsESubject Re: Wamu + eit

03/21/2008 04:34

PM

We can have dialogue

Let's try to set a time

Don't think we could work for them on either, close to both

Olivier X de Grivel

Original Message

From: Olivier X de Grivel

Sent: 03/20/2008 10:31 PM ZE8

To: Tim Main

Subject: Re: Wamu cit

Tried and left voice mail

Tim Main

Original Message

From: Tim Main

Sent: 03/20/2008 07:48 AM CST

To: Olivier de Grivel; John Chrin; John Simmons

Subject: Re: Wamu cit

On cell now 917 593 6069

Tim Main

Original Message

From: Tim Main

Sent: 03/20/2008 01:55 AM CDT

To: Olivier de Grivel; John Chrin; John Simmons

Subject: Re: Wamu cit

Yes

Call me live

Olivier X de Grivel

Original Message

From: Olivier X de Grivel

Sent: 03/20/2008 01:58 PM ZE8

To: Tim Main; John Chrin; John Simmons

Subject: Wamu cit

We are being questionned by chinese bank (ccb - keep it for yourself) on wamu + cit. They are not asking to

Confidential WMCD_000003978.00001 Confidential

Tim

03/21120080434 PM

on

From: Olivier de Grivel Sent: 03/20 2008 10:31 ZE8 To· Tim Main

: Re: Wamu + cit

From: Tim Main Sent: 03/20/2008 07: 8 AM CST

To ee:

To: Olivier de Grivel; ehrin; + cit

now 917

From: Tim Main Sent: 03/ 0/ 008 01:55 AM eDT

de

Re: Wamu + cit

to

Simmons

To: Olivier de Grivel; John ehrin; John Simmons : Re: Wamu + cit

me

From: Olivier X de Grivel Sent: 03/20 2008 01:58 ZE8 To· Tim Main; John ehrin; John Simmons

: Wamu + cit

are it on wamu are not to

Page 115: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

advise on anything but want our views But body language is thinking of investing.

Can we engage dialogue with them on these ?

Am reachable on mobile +852 6343 9888

Confidential JPMCD_000003978.00002

IS LHLLU'--'U5

on lin_lUll\,,>

Confidential

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February 2008Mo Tu We Th Fr Sa Su

1 2 34 5 6 7 8 9 1011 12 13 14 15 16 1718 19 20 21 22 23 2425 26 27 28 29

March 2008Mo Tu We Th Fr Sa Su

1 23 4 5 6 7 8 910 11 12 13 14 15 1617 18 19 20 21 22 2324 25 26 27 28 29 3031

April 2008Mo Tu We Th Fr Sa Su

1 2 3 4 5 67 8 9 10 11 12 1314 15 16 17 18 19 2021 22 23 24 25 26 2728 29 30

Tuesday, March 11, 2008121234567891011121234567891011

West Meeting (Brian, Billy King, Jay, Tom Novack, Charlie) Location: Simpson , Thatcher & Bartlett - 425 Lexington Ave @ 43rd Street. 30th floor

Mike Cavanagh/IL/ONE 09/17/2010 06:21:20 PM 11

CONFIDENTIAL JPMCD_000004589.00001 Return

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February 2008Mo Tu We Th Fr Sa Su

1 2 34 5 6 7 8 9 1011 12 13 14 15 16 1718 19 20 21 22 23 2425 26 27 28 29

March 2008Mo Tu We Th Fr Sa Su

1 23 4 5 6 7 8 910 11 12 13 14 15 1617 18 19 20 21 22 2324 25 26 27 28 29 3031

April 2008Mo Tu We Th Fr Sa Su

1 2 3 4 5 67 8 9 10 11 12 1314 15 16 17 18 19 2021 22 23 24 25 26 2728 29 30

Tuesday, March 18, 2008121234567891011121234567891011

Project Olympic finance meeting (dial-in: 1-866-319-4553 pc: 1472872)

Project Olympic Treasury, Investments & BOLI meeting (dial-in: 1-866-319-4553 pc: 2415869)

Project Olympic Accounting meeting (dial-in: 1-866-319-4553 pc:6245445)

Mike Cavanagh/IL/ONE 09/17/2010 06:21:20 PM 18

CONFIDENTIAL JPMCD_000004589.00002 Return

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February 2008Mo Tu We Th Fr Sa Su

1 2 34 5 6 7 8 9 1011 12 13 14 15 16 1718 19 20 21 22 23 2425 26 27 28 29

March 2008Mo Tu We Th Fr Sa Su

1 23 4 5 6 7 8 910 11 12 13 14 15 1617 18 19 20 21 22 2324 25 26 27 28 29 3031

April 2008Mo Tu We Th Fr Sa Su

1 2 3 4 5 67 8 9 10 11 12 1314 15 16 17 18 19 2021 22 23 24 25 26 2728 29 30

Friday, March 28, 2008121234567891011121234567891011

Meeting: OCC (Charlie, Rodgen Cohen) Location: 250 East Street SW

Meeting: FDIC (Charlie, Rodgen Cohen) Location: 550 17th Street

Cavanagh/IL/ONE 09/17/2010 06:21:20 PM 28

CONFIDENTIAL JPMCD_000004589.00003 Return

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March 2008Mo Tu We Th Fr Sa Su

1 23 4 5 6 7 8 910 11 12 13 14 15 1617 18 19 20 21 22 2324 25 26 27 28 29 3031

April 2008Mo Tu We Th Fr Sa Su

1 2 3 4 5 67 8 9 10 11 12 1314 15 16 17 18 19 2021 22 23 24 25 26 2728 29 30

May 2008Mo Tu We Th Fr Sa Su

1 2 3 45 6 7 8 9 10 1112 13 14 15 16 17 1819 20 21 22 23 24 2526 27 28 29 30 31

Tuesday, April 1, 2008121234567891011121234567891011

Conference call with Charlie Scharf & OTS & FDIC

Mike Cavanagh/IL/ONE 09/17/2010 06:21:20 PM 32

CONFIDENTIAL JPMCD_000004589.00004 Return

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March 2008Mo Tu We Th Fr Sa Su

1 23 4 5 6 7 8 910 11 12 13 14 15 1617 18 19 20 21 22 2324 25 26 27 28 29 3031

April 2008Mo Tu We Th Fr Sa Su

1 2 3 4 5 67 8 9 10 11 12 1314 15 16 17 18 19 2021 22 23 24 25 26 2728 29 30

May 2008Mo Tu We Th Fr Sa Su

1 2 3 45 6 7 8 9 10 1112 13 14 15 16 17 1819 20 21 22 23 24 2526 27 28 29 30 31

Wednesday, April 2, 2008121234567891011121234567891011

OCC / FRB Preview Meeting for Annual Roll-up Reports (Ned Pollock, Barbara Yelcich, Jamie, Frank, Steve Cutler, John Bradley,Barry, Steve Black, Bill Winters, Tony Horan, John Hogan, John Watkins, Alex Hatzopolous, Martha) -- Location: 8/270 Park -

Mike Cavanagh/IL/ONE 09/17/2010 06:21:20 PM 33

CONFIDENTIAL JPMCD_000004589.00005 Return

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March 2008Mo Tu We Th Fr Sa Su

1 23 4 5 6 7 8 910 11 12 13 14 15 1617 18 19 20 21 22 2324 25 26 27 28 29 3031

April 2008Mo Tu We Th Fr Sa Su

1 2 3 4 5 67 8 9 10 11 12 1314 15 16 17 18 19 2021 22 23 24 25 26 2728 29 30

May 2008Mo Tu We Th Fr Sa Su

1 2 3 45 6 7 8 9 10 1112 13 14 15 16 17 1819 20 21 22 23 24 2526 27 28 29 30 31

Thursday, April 3, 2008121234567891011121234567891011

Conference call with Charlie & OTS Location: 9/270 Park

Mike Cavanagh/IL/ONE 09/17/2010 06:21:20 PM 34

CONFIDENTIAL JPMCD_000004589.00006 Return

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April 2008Mo Tu We Th Fr Sa Su

1 2 3 4 5 67 8 9 10 11 12 1314 15 16 17 18 19 2021 22 23 24 25 26 2728 29 30

May 2008Mo Tu We Th Fr Sa Su

1 2 3 45 6 7 8 9 10 1112 13 14 15 16 17 1819 20 21 22 23 24 2526 27 28 29 30 31

June 2008Mo Tu We Th Fr Sa Su

12 3 4 5 6 7 89 10 11 12 13 14 1516 17 18 19 20 21 2223 24 25 26 27 28 2930

Thursday, May 15, 2008121234567891011121234567891011

Ned Pollock (Introduce Scott Waterhouse) Location: 8/270 Park

Mike Cavanagh/IL/ONE 09/17/2010 06:21:20 PM 76

CONFIDENTIAL JPMCD_000004589.00007 Return

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May 2008Mo Tu We Th Fr Sa Su

1 2 3 45 6 7 8 9 10 1112 13 14 15 16 17 1819 20 21 22 23 24 2526 27 28 29 30 31

June 2008Mo Tu We Th Fr Sa Su

12 3 4 5 6 7 89 10 11 12 13 14 1516 17 18 19 20 21 2223 24 25 26 27 28 2930

July 2008Mo Tu We Th Fr Sa Su

1 2 3 4 5 67 8 9 10 11 12 1314 15 16 17 18 19 2021 22 23 24 25 26 2728 29 30 31

Monday, June 23, 2008121234567891011121234567891011

Jamie, John Dugan, Doug Roeder, Scott Waterhouse / OCC Location: 48/270 Park

Mike Cavanagh/IL/ONE 09/17/2010 06:21:20 PM 115

CONFIDENTIAL JPMCD_000004589.00008 Return

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June 2008Mo Tu We Th Fr Sa Su

12 3 4 5 6 7 89 10 11 12 13 14 1516 17 18 19 20 21 2223 24 25 26 27 28 2930

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1 2 3 4 5 67 8 9 10 11 12 1314 15 16 17 18 19 2021 22 23 24 25 26 2728 29 30 31

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1 2 34 5 6 7 8 9 1011 12 13 14 15 16 1718 19 20 21 22 23 2425 26 27 28 29 30 31

Wednesday, July 16, 2008121234567891011121234567891011

Quarterly Earnings Meeting with Fed & OCC (Scott Waterhouse, Barbara Yelcich, Jeff Levine, Theonilla Lee-Chan) Location: 48/270 Park - conference room A

Mike Cavanagh/IL/ONE 09/17/2010 06:21:20 PM 138

CONFIDENTIAL JPMCD_000004589.00009 Return

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August 2008Mo Tu We Th Fr Sa Su

1 2 34 5 6 7 8 9 1011 12 13 14 15 16 1718 19 20 21 22 23 2425 26 27 28 29 30 31

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1 2 3 4 56 7 8 9 10 11 1213 14 15 16 17 18 1920 21 22 23 24 25 2627 28 29 30 31

Tuesday, September 9, 2008121234567891011121234567891011

ent of Treasury - 1500 Pennsylvania Avenue #15548171 / Phone: 1-800-672-7676

Meeting with Sheila Bair / Chairman of FDIC & Charlie Location: 601 Pennsylvania Avenue

Mike Cavanagh/IL/ONE 09/17/2010 06:21:20 PM 193

CONFIDENTIAL JPMCD_000004589.00010 Return

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August 2008Mo Tu We Th Fr Sa Su

1 2 34 5 6 7 8 9 1011 12 13 14 15 16 1718 19 20 21 22 23 2425 26 27 28 29 30 31

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1 2 3 4 56 7 8 9 10 11 1213 14 15 16 17 18 1920 21 22 23 24 25 2627 28 29 30 31

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FDIC Meeting Location: 48/270 Park - conference room A

Mike Cavanagh/IL/ONE 09/17/2010 06:21:20 PM 206

CONFIDENTIAL JPMCD_000004589.00011 Return

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August 2008Mo Tu We Th Fr Sa Su

1 2 34 5 6 7 8 9 1011 12 13 14 15 16 1718 19 20 21 22 23 2425 26 27 28 29 30 31

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1 2 3 4 56 7 8 9 10 11 1213 14 15 16 17 18 1920 21 22 23 24 25 2627 28 29 30 31

Wednesday, September 24, 2008121234567891011121234567891011

Conference call Charlie & OCC: Doug Roeder, Grace Daley, Scott Host: 62408519)

Mike Cavanagh/IL/ONE 09/17/2010 06:21:20 PM 208

CONFIDENTIAL JPMCD_000004589.00012 Return

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1 23 4 5 6 7 8 910 11 12 13 14 15 1617 18 19 20 21 22 2324 25 26 27 28 29 30

Tuesday, October 14, 2008121234567891011121234567891011

Quarterly Earnings Meeting with OCC: Scott Waterhouse, Fred Crumlish & Fed: Barbara Yelcich, Theonilla Lee-Chan, JenniferTranter, Vicky White -- Location: 48/270 Park - conference room B

Mike Cavanagh/IL/ONE 09/17/2010 06:21:20 PM 228

CONFIDENTIAL JPMCD_000004589.00013 Return

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Conference call Charlie & OCC: Doug Roeder, Grace Daley, Scott Waterhouse, Julia Williams (Dial-in: 1-866-870-8212 pc: 27833977Host: 62408519)

Mike Cavanagh/IL/ONE 09/20/2010 08:27:15 PM 1

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THURSDAY, MARCH 06, 2008 PHONE CALLS

[ First Last Name Action Numbers

John Mahoney Spoke to Cell: 914-260-6470 Goldman Scharf

9124120 I 0 I I :22 AM

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0002

TUESDAY, MARCH 11, 2008 PHONE CALLS

I First Last Name Action Numbers

I Kerry Kill inger LM 206-5C

9/24120 1011 :05 AM

Page 158: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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56.0

0003

WEDNESDAY, MARCH 12,2008 PHONE CALLS

[ First Last Name Action , ___ N:..:u::::m~be::.:r:..::s~_---I'---___________________ _

Kerry Kill inger RYC 206-931-3784 cell Call on his cell. If he doesn't answer send an email and he'll see it on ___________ +-____ --t_:..:ke"'r.:..ry'-.:,killinger@wamu,net his blackberry and ca"ll-,Y-"o-"u-=b:..:a:..:c",k.c.' ______________ _

9124/201 0 I I :06 AM

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I FirsC---cast Name Action Numbers

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I Kerrv Killin~er X 206-5 00-31

I --=l

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MONDAY, MARCH 17,2008 PHONE CALLS

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Kerry Killinger x 206-500-3139

c

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9/24/20 I 0 II :07 AM

Page 161: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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MONDAY, MARCH 24, 2008 PHONE CALLS

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t Tom Baxter X 212-720-5035

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912412010 5:28 PM

Page 162: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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TUESDAY, MARCH 25, 2008 PHONE CALLS

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Ned Pollack 9:30 am 212-789-4501 Would like to spend 5 min w/you whenever you have time

9/24/2010 5:39 PM

Page 163: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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WZ -898-6974

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Ned Pollock T x T 212-789 __ -:.:..45::..:0:.:..1 __ -+ _____________________ _

-

Nancy x

912412010 1\ : 17 AM

Page 166: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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Sheila Bair X 202·898·6974 or

571·213·6836

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Alan Fishman I LM 206-500-8781

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56.0

0015

TUESDAY, SEPTEMBER 16, 2008 PHONE CALLS

First Last Name Action Numbers

Sheila Bair x 202-898-6974

Alan Fishman T x I 206-500-8781

9/24nO lO 12:13 PM

Page 171: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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0016

THURSDAY, SEPTEMBER 18, 2008 PHONE CALLS

I First Last Name- Action Numbers

John Rich

9/24120 1012:14 PM

x 202-253-3680 (Scott Polakoff I Office of Thrift Supervision - he and Scott Polakoff wi ll be in NY 202-746 -3 803 (John Rich ) tomorrow and would like to meet with you regarding Washington

Mutual.

Page 172: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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MONDAY, SEPTEMBER 22, 2008 PHONE CALLS

First Last Name Action Numbers Sheila Bair X 202 -898-697 4

9124/20 101 2: 16 PM

Page 173: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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FRIDAY, OCTOBER 03, 2008

Monday's 9 am mtg w/OCC has been cancel led because some of the participants have been called out of town. They will call to reschedule.

I Nancy FYI I Deb Horvath (Wamu CIO) added to your calendar on Monday at 9:15

9124120 10 12: 17 PM

Page 174: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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CD

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56.0

0001

THURSDAY, MARCH 06, 2008 PHONE CALLS

[ First Last Name Action Numbers

John Mahoney Spoke to Cell: 914-260-6470 Goldman Scharf

9124120 I 0 I I :22 AM

Page 175: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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CD

_000

0048

56.0

0002

TUESDAY, MARCH 11, 2008 PHONE CALLS

I First Last Name Action Numbers

I Kerry Kill inger LM 206-5C

9/24120 1011 :05 AM

Page 176: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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CD

_000

0048

56.0

0003

WEDNESDAY, MARCH 12,2008 PHONE CALLS

[ First Last Name Action , ___ N:..:u::::m~be::.:r:..::s~_---I'---___________________ _

Kerry Kill inger RYC 206-931-3784 cell Call on his cell. If he doesn't answer send an email and he'll see it on ___________ +-____ --t_:..:ke"'r.:..ry'-.:,killinger@wamu,net his blackberry and ca"ll-,Y-"o-"u-=b:..:a:..:c",k.c.' ______________ _

9124/201 0 I I :06 AM

Page 177: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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I FirsC---cast Name Action Numbers

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I Kerrv Killin~er X 206-5 00-31

I --=l

9124120 I 0 I I :06 AM

Page 178: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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MONDAY, MARCH 17,2008 PHONE CALLS

First Last Name Action Numbers

Kerry Killinger x 206-500-3139

c

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9/24/20 I 0 II :07 AM

Page 179: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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MONDAY, MARCH 24, 2008 PHONE CALLS

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t Tom Baxter X 212-720-5035

r

912412010 5:28 PM

Page 180: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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TUESDAY, MARCH 25, 2008 PHONE CALLS

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Ned Pollack 9:30 am 212-789-4501 Would like to spend 5 min w/you whenever you have time

9/24/2010 5:39 PM

Page 181: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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WZ -898-6974

THURSDA Y, APRIL 03, 2008

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Page 183: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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FRIDAY, APRIL 04, 2008 PHONE CALLS

First Last Name Action Numbers

Ned Pollock T x T 212-789 __ -:.:..45::..:0:.:..1 __ -+ _____________________ _

-

Nancy x

912412010 1\ : 17 AM

Page 184: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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Sheila Bair X 202·898·6974 or

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9124120 1012: 11 PM

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Alan Fishman I LM 206-500-8781

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9124120 10 12:12 PM

Page 188: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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0048

56.0

0015

TUESDAY, SEPTEMBER 16, 2008 PHONE CALLS

First Last Name Action Numbers

Sheila Bair x 202-898-6974

Alan Fishman T x I 206-500-8781

9/24nO lO 12:13 PM

Page 189: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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56.0

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THURSDAY, SEPTEMBER 18, 2008 PHONE CALLS

I First Last Name- Action Numbers

John Rich

9/24120 1012:14 PM

x 202-253-3680 (Scott Polakoff I Office of Thrift Supervision - he and Scott Polakoff wi ll be in NY 202-746 -3 803 (John Rich ) tomorrow and would like to meet with you regarding Washington

Mutual.

Page 190: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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56.0

0017

MONDAY, SEPTEMBER 22, 2008 PHONE CALLS

First Last Name Action Numbers Sheila Bair X 202 -898-697 4

9124/20 101 2: 16 PM

Page 191: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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FRIDAY, OCTOBER 03, 2008

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9124120 10 12: 17 PM

Page 192: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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Page 193: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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Page 194: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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Page 195: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

assessment revenue

4

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MEMORANDUM

New York Connecticut Texas Washington. DC Kazakhstan LOIldon Dubal

TO: The Federal Deposit Insurance Corporation, as Receiver of Washington Mutual Bank

FROM: Bracewell & Giuliani LLP

DATE: November 25, 2008

RE: Anticipated Tax Refund

I. Bllckgl'oulld

Evan D. Flaschen Partner

860.256.8537 Office 660.760.6310 Fax 860.518.6799 Mobile

[email protected]

BraceweU & Giuliani LLP Goodwin Square 225 Asylum Street. Suite 2600 Hartford, CT 06103

Washington Mutual Bank ("WMB"), a federal savings and loan association and

direct, wholly-owned subsidiary of Washington Mutual, Inc. ("WMllt), was placed into

receivership ("Receivership ") by the Office of Thrift Supervision (the "OTS") on September

25, 2008. On the same date, after the Receivership was effective, the Federal Deposit

Insurance Corporation, in its capacity as statutory receiver for WMB (the "FDIC" or

"ReceiveI'"), entered into a Purchase and Assumption Agreement (the ''Purchase Agreement")

with JPMorgan Chase Bank, National Association ("JPM"), whereby JPM acquired

substantially all of the assets of WMB, including the stock of its subsidiary, Washington

Mutual Bank fsb ("WMBfsb"), in exchange for $1.9 billion and the assumption of certain

liabilities of WMB. Under the terms of the Purchase Agreement, JPM did not assume the

approximately $6.1 billion of senior notes or $7.6 billion of subordinated notes issued by

WMB.

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The purpose of this memorandum is to explain why the anticipated tax refund

resulting from the carryback of WMB's 2008 losses to 2006 and 2007 income taxes paid was

not sold to JPMorgan Chase pursuant to the Purchase Agreement.' The sh0l1 answer is that

the Purchase Agreement excludes claims that WMB has against WMI, and the anticipated tax

refund is, from WMB's perspective, a claim by WMB against WMI under their tax sharing

agreement.

II. The Purchase Agreement

The Purchase Agreement states that JPM shall acquire all of the assets of

WMB from the Receiver, subject to celtain exclusions. Specifically, the Purchase

Agreement, in Section 3.1, provides:

[T]he Receiver hereby sells, assigns, transfers, conveys, and delivers to [JPM], all right, tide and interest of the Receiver in and to all of the assets (real, personal and mixed, wherever located and however acquired) including all subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or tenninated, of [WMB] whether or not reflected on the books of [WMB] as of[the close of business on the date the OTS closed WMB (the "WMB Closing")].

The Purchase Agreement fUlther provides, in Section 3.5, that:

JPM does not purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement) obtain an option to purchase, acquire or assume under this Agreement the assets or Assets listed on the attached Schedule 3.5.

, This memorandum focuses on federal income tax law but there may also be relevant . anticipated state tax refunds, recognizing that many states (unlike federal) do not pelmit the carryback of losses.

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Schedule 3.5 to the Purchase Agreement specifically provides that assets so excluded from

the sale to JPM incJude:

[A]ny interest, right, action, claim, or judgment against. .. any shareholder or holding cqmpany of [WMB] ... provided, that for the purposes hereof, the acts, omissions, or other events giving rise to such cJaim shall have occurred on or before [the WMB Closing], regardless of when any such claim is discovered ....

The Purchase Agreement does not specifically identify any tax-related items of WMB as

being incJuded in or excluded from the assets sold to JPM.

For the years ended December 31, 2006 and 2007, WMB reported, in the aggregate,

profits of approximately $4 billion and over $2 billion in income tax expense.2 In 2008,

however, WMB incurred losses in excess of $3 billion in the first six-months of 2008.3

Although there is no publicly-available infonnation regarding V.S. federal taxable income of,

01' taxes paid by or on behalf of, WMB for these years, it is reasonable to conclude that WMB

had significant taxable income in 2006 and 2007 and incUlTed substantial tax losses in 2008

prior to the Receivership (the "WMB Pre-Closing Losses"). It is also believed that WMB

incuned losses as a result of the Receiver's sale of WMB's assets to JPM (the "Sale Losses")

2 Washington Mutual Inc., Annual Report (Form 10-K) (Year Ended Dec. 31, 2006); Washington Mutual Inc., Annual Repolt (Folm 10-K) (Year Ended Dec. 31,2007).

3 Washington Mutual Inc., Quarterly Report (Fonn 10-Q) (Period Ended June 30, 2008).

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and has and wiH continue to generate tax losses from the disposition of its retained assets

until the Receivership terminates (the "WMB Post-Sale Losses").

For U.S. federal income tax purposes, WMI and WMB are members ofa consolidated

group that files a single U.S. federal income tax return (the "WMI Group"). WMI has been

the common parent of such group for at least the past three years, and WMB was a whol1y-

owned direct subsidiary ofWMI during such time. WMI files tax returns, and pays the taxes

owing, on behalf of the WMI Group.

WMI and WMB are parties to a Tax Sharing Agreement dated August 31, 1999 by

and between WMI and its subsidiaries (the "Tax Sharing Agreement"). The Tax Sharing

Agreement generally provides that each subsidiary that is a party to the agreement shall pay

to WMI its share of the taxes, and WMI will pay to each such subsidiary its share of the

refunds, of the WMI Group. A subsidiary'S share of the group's tax liability or tax refunds is

determined as the tax liability it would have incllned or the refund it would have earned had

such subsidiary filed tax returns separately and not as a member of the consolidated group.

Specifically, the Tax Sharing Agreement provides, in relevant part, that:

WMI shall pay to [its subsidiaries] amounts that may be due them on account of (i) any overpayment of their said tax Hability for a taxable year or (ii) any credit that may result from the utilization of their net operating loss for a taxable year, such credit being detennined in accordance with the provisions of item 1 abovel] within 30

4 Item 1 of the Tax Sharing Agreement provides, in relevant pati, that "[t]or all taxable years during which [any of its subsidiaries] is a member of an 'affiliated group' of WMI as defined in Section 1504 of the Internal Revenue Code and is required to join in the

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days after the consolidated return is filed for that taxable year or, to the extent any such amount due must be recovered from the IRS, within 30 days after payment is received from the IRS.[5]

1II. Summary of U.S. Federal Income Tax Law With Respect to Net Operating Losses

The Internal Revenue Code of ] 986, as amended (the "Code") allows a

deduction for certain net operating loss ("NOL") carrybacks and carryforwards by corporate

taxpayers.6 An NOL, generally the excess of allowable deductions ovel' gross income of a

corporation,7 is computed for each taxable year of a corporate taxpayer.8 An NOL may be

carried back two taxable years and forward twenty taxable years to offset taxable income of

the corporation in such years.9 Absent an affirmative election, an NOL must first be carried

back to tbe second prior year, then the first prior year to obtain refunds for taxes paid in those

years, with any remaining NOL carried forward to the next following taxable year 01' years to

filing of a consolidated federal income tax return of WMI and its consolidated subsidiaries, the federal income tax liability Of such consolidated group shall be allocated and shared among [the subsidiaries] as if such entities filed a separate or consolidated return, as the case may be,"

5 Tax Sharing Agreement, at Section 2(b).

6 Code Section 172.

7 Code Section 172( c).

8 Treasury Regulation Section 1. 172-2(a).

9 Code Section 172(b)(I).

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offset taxable income. tO A corporation's "taxable year" generally is the calendar year or

fiscal year ending during such calendar year, for which the taxpayer computes taxable

income and files a tax return. Such period generally is the twelve month period properly

adopted by the corporation for tax reporting purposes, but can be less than twelve months as

corporate reorganizations and liquidations can cause an early termination of a tax yeaL l1 The

taxable year of a subsidiary of a consolidated group does not end solely because it is placed

into bankruptcy or receivership or upon a sale of substantial1y aU of its assets, and its tax year

continues until the tax year of its consolidated group ends.12

The NOL for a corporate consolidated group generalJy is the excess, if any, of the

aggregate allowable deductions over aggregate gross income of all members of a group for

the taxable year.13 The consolidated NOL can be carried back and carried forward by the

taxpayer to other consolidated return years under the principles of Code Section 172. If a

consolidated group has an NOL in a taxable year, then the common parent corporation, or its

designated agent, may file for a tentative carryback adjustment to apply such NOL against

10 Code Section 172Cb )(2).

tllQ.

12 Treasury Regulation Section 1.1502-75 and Rev. Rul. 63-104, 1963-1 CB 172. See also IRS PLR 200643001 (July 26, 2006).

\3 Treasury Regulation Section 1.1502-11 (a).

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prior year consolidated taxable income to obtain a refund. 14 A tentative application for an

NOL carryback to adjust the taxes paid by a taxpayer during prior taxable years may be filed

with Internal Revenue Service (the "IRS") only on or after the due date for filing such

taxpayer's tax return for the year in which the NOL is generated. ls Any refund due is then

paid to the common parent ofthe consolidated group, or its designated agent. 16

Notwithstanding the generalmle that tax refunds attributable to a consolidated group

are applied for by, and payable to, the common parent of such group, when a subsidiary of

the consolidated group is an insolvent financial institution for which the FDIC is authorized

to act as receiver, the FDIC may also file a canyback claim and receive the refund directly as

an agent of the consolidated groUp.17 While the FDIC, as receiver for a subsidiary of a

consolidated group, may file for the direct receipt of a refund with respect to the consolidated

14 Treasury Regulation Section 1. 1502-78(a).

15 Code Section 6411. Because claims for refunds often trigger a complete audit of the return(s) for the relevant tax years prior to payment of the refund, a taxpayer may be required to wait a substantial amount of time to obtain a refund. To expedite the process, Code Section 6411 enables a taxpayer to apply for a tentative carryback adjustment where the cash payment may be made prior to a full audit. The amount received by the taxpayer, however, is only a tentative allowance of any overpayment. Any overpayment made by the IRS pursuant to a tentative carryback adjustment can later be pursued by the IRS through a deficiency claim, whereas an overpayment of a refund can only obtained if the IRS commence an action to recover the refund from the taxpayer. For purposes of this letter both tentative calTyback adjustments and refund claims will be referred to as refund claims.

16 Treasury Regulation Section 1.1502M 78(b).

17 Treasury Regulation Section 301.6402-7.

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group, the IRS is not obligated to pay the FDIC all 01' any portion of such refund and may use

its sole discretion to determine the amount, if any, paid to the FDIC with respect to such

claim.I8

If a corporation is acquired through an acquisition of its stock, such corporation

retains its NOLs (generally subject to limitation on future utilization).19 In contrast, if the

assets of a corporation are purchased, the purchaser cannot acquire such corporation's

NOLs.20 A corporation can, however, sell its right to receive a tax refund in connection with

the asset sale?'

Accordingly, the WMB Pre~Closing Losses can be carried back to the two prior tax

years of the WMI Group to obtain a refund of prior years' taxes paid by the WMI Group with

any remaining amount of such losses being carried forward up to twenty years to offset

future taxable income of the WMI Group. Any refund received by WMI and attributable to

the WMB Pre-Closing Losses is payable to WMB as determined under the terms of the Tax

Sharing Agreement (the "WMB Tax Payment").

18 Treasury Regulation Section 30 1.6402~ 7(g).

19 Code Sections 381, 382.

20Mergers, Acquisitions. and Buyouts, Martin D. Ginsburg and Jack S. Levin, Vol. 3 at J 205 (January 2008).

21 See infra footnote 27.

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N. Treatment of Consolidated Group Tax Refunds under the Bankrll'ptcy Law

A. A Debtor's Accrued Losses Create an Inchoate Right to a Tax Refund which is Prope11y of the Debtor's Bankruptcy Estate.

Although under the tax law a corporate taxpayer cannot obtain a refund in connection

with the carryback of NOLs until after the tax year of such losses closes, the U.S. Supreme

Court has interpreted the bankruptcy law to include as property in a debtor's bankruptcy

estate a debtor's inchoate right to receive a loss carryback refund.22 In Segal the debtors had

incurred net tax losses for the taxable year through the date of the bankruptcy petition, which

did not coincide with the end of the debtors' taxable year. The Court acknowledged that the

tax law provides for calculation of tax refunds only on a full year's experience after the tax

year has closed and, as of the date of bankruptcy, the amount of any tax claim with respect to

losses of the debtors for such year could not be ascertained nol' could any claim for payment

from the IRS be made. Neve11heless, the Court held that the combination of the losses

22 Segal v. Rochelle, 382 U.S. 375, 379-381 (1966). Bankruptcy law is relevant with respect to an FDIC receivership. The FDIC has stated that "[i]n many ways the powers of the FDIC as receiver of a failed institution are similar to those of a bankruptcy trustee." The FDIC's Role as Receiver, in The FDIC Resolution Handbook at 67-68 (Apr. 2, 2003), available at, <http://www.fdic.govlbanklhistorical/reshandbookl>. See also Hightstown Rug Co. v. Nat'l Sav. & Trust Co., 186 F.2d 10, 12 (D.C. App. 1947) (stating that because similar considerations apply to the administration of both bankruptcy and receivership estates, "the legal principles applying to them naturally should follow a similar pattern"); In re Merctll'y Engineering Co., 60 F. Supp. 786, 788 (S.D. Cal. 1945) (noting that the same principles apply to bankruptcy and receivership cases); In re Riggs, 51 F. Supp. 961, 962 (E.D. Pa. 1943) (same); and Beck v. FOlt James Corp. an re Crown Vantage, Inc.). 421 F.3d 963, 971 (9th Cir. 2005) (finding that a receiver stands in the same capacity as a trustee in bankruptcy).

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incurred by the debtors as of the date. of bankruptcy and the payment of taxes in years to

which such losses could be carried back for a refund was sufficient to find that there was an

inchoate claim for refund that was transferable property of the bankmptcy estate. Although

no refund with respect to such losses could be collected from the IRS until the following

year, the "postponed enjoyment does not disqualify an interest as propelty. 1f23 The Court

found a property interest in the inchoate right to a refund despite acknowledging that post-

petition earnings of the debtors in the same tax year could offset the losses previously

incurred, eliminating the opportunity fol' a refund. Further, the Court noted that had the

debtors incurred additional losses in the same tax year after the date of bankruptcy, the

proration of such refund would be made between the pre and post-petition periods.24

The Ninth Circuit has stated its acceptance of the holding in Segal. In In re Wade

Cook Financial Corp.,25 a petition for bankruptcy was filed before the end of the debtor's tax

year and the debtor had incurred a tax loss for such tax year as of the date of the petition.

After the debtor's tax year ended, a claim for a cal1'yback of such losses was filed to obtain a

23 Id.

24 The practice of prorating tax refunds based upon the amount of losses inClined before and after a petition for bankmptcy filed before the end of the debtor's tax year has been followed in numerous cases. See, ~ Kokoszka v. Belford, 417 U.S. 642 (1974); In re Barowsky,946 F.2d at 1518 (cites nine cases and notes that "[e]very court that has considered [the] issue has held that the pOliion of an income tax refund that is based upon the pre-petition poliion of a taxable year constitutes property of the bankruptcy estate.") (citations omitted).

25 375 B.R. 580 (9th Cir. 2007).

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tax refund. The court determined that the claim for the tax refund with respect to losses

incurred prior to the petition was a prepetition claim and not a postpetition claim even though

the claim may have been contingent, unliquidated or unmatured when the petition was filed.

To resolve any doubt about the applicability of Segal, the cOUli noted "[t]hough Segal was

decided under the prior Bankruptcy Act, it remains good law under the Bankruptcy Code

applicable to the instant case.,,26

An inchoate tight to a future tax refi.md is assignable by a debtor. In Danningv.

Mintz,27 the court held that a taxpayer's right to its tax refund is generally assignable. As

long as the assignment of a tax refund is made pursuant to a valid, enforceable, contract

between the parties, the assignee obtains all of the assignor's rights to receive the refund.

B. A Subsidiary Debtor's Right to its Share of a Consolidated Group Tax Refund is a Claim against its Parent in Bankruptcy.

The courts have considered the nature of an inchoate right to a refund of a subsidiary

in a consolidated group when refi.mds payable with respect to taxes of a consolidated group

generally are payable by the IRS to the common parent of such group. The courts have

evaluated the subsidiary debtor's claim for tax refi.mds received by its parent with and

26 Id. at 597-598. See also U.S. v. Sims (In re Feiler), 218 F.3d 948, 955 (9th Cir. 2000); Chappel v. Proctor (In re Chapel), 189 B.R. 489, 493 (9th Cir. 1995).

27 367 F.2d 304 (9th Cir. 1966). See also In re Lagerstrom, 300 F. Supp. 538 (S.D. Illinois 1969) and Puget Sound Nat. Bank v. State, 123 Wash. 2d 284,292 (1994) (holding that a sales tax refund is generally assignable, because to hold would be contrary to the general principles of assignment).

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without a tax sharing agreement. In the absence of tax sharing agreement between the

parties, the courts generally find that if a subsidiary would have been entitled to a refund in

connection with a carryback ofNOLs had it always filed as a separate company, the refund

received by the parent inures to the benefit of the subsidiary that incuned the loss and the

parent holds such refund as an agent of such subsidiary. To permit the parent to retain such

refund would result in its unjust eru·ichment.28

When a subsidiary and the parent of a consolidated group are parties to a tax sharing

agreement that addresses the treatment of tax refunds, absent a clear agreement that the

parent holds refunds attributable to losses generated by a subsidiary in trust for, 01' as an

agent of, such subsidiary, the cOUl1s find the parties to have a debtor-creditor relationship

with respect to refunds.29 A tax sharing agreement generally will be found to create a trustee

28 Westem Dealer Mgmt, Inc. v. England (In re Bob Richards Chrysler-Plymouth Corp.), 473 F.2d 262, 265 (9th Cir. 1973). See also, Jump v. Manchester Life & Cas. Mgmt. Corp., 438 F. Supp. t 85, 189 (E.D. Mo. 1977) ("subsidiary has a right to recover an income tax refund channeled through a parent company filing a consolidated return, and... this right is limited to the recovery which the subsidiary would have had if it had filed individual returns throughollt"); U.S. v. Revco D.S., Inc. (In re Revco), 111 B.R. 631, 639 (Bania'. N.D. Oh. 1990) (held that subsidiary was entitled to loss-carryback refund based on In re Bob Richards holding, noting that where the parties made no agreement, the parent corporation acted as an agent for the consolidated group); FDIC v. Brandt (In re Florida Park Banks), 110 B.R. 986, 989 (Bankr. M.D. Fla. 1990) (held that FDIC, as receiver of subsidiary bank, was entitled to the tax refund received by debtor parent that was generated through the subsidiaries' operating losses).

29 Franklin Savings Corp. v. Franklin Savings Ass'n (In re Franklin Savings Corp.), 182 B.R. 859, 862-863 (D. Kan. 1993), affd 31 F.3d 1020 (lOth Cir. 2004) (holding that a debtor-creditor relationship existed where "[u]nder the tenns of the agreement, the taxes were not held in trust for the benefit of the subsidiary to be automatically turned ovel' to it").

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or agency relationship between a parent corporation in possession of a tax refund and its

subsidiary if it (i) requires the parent to segregate the tax refund from its other funds; or

(ii) restricts the parent's use of the cash tax refund.3o If the tax sharing agreement does not

explicitly or implicitly create a tmst or agency relationship between the parent and

subsidiary, the court will not deem such relationship to exist.

In In re MCorp Financial, Inc.,ll the court specifically addressed the rights of a bank

subsidiary in receivership to collect its share ofa tax refund received by its parent, a debtor in

bankruptcy, pursuant to the terms of a tax sharing agreement. The bank subsidiary and its

parent were parties to a tax sharing agreement that did not characterize the parent as

receiving any refunds attributable to the subsidiary's losses as an agent or nominee for the

subsidiary. Thus, the obligation of the parent to remit any portion of a tax refund it received

to its subsidiary created a debtor-creditor relationship between the parties. Accordingly, the

Similarly, in U.S. v. MCorp Financial, Inc. (In re MCorp Financial, Inc.), 170 B.R. 899, 903 (S.D. Tex. 1994), the court held that where the tax allocation agreement did not contain language creating a trustee relationship or provide that the parent held a "mere nominal claim to the refund," the agreement created a debtor-creditor relationship between the parent and subsidiary.

30 Superintendent ofIns. v. First Central Financial Corp. (In re First Central Financial Corp.), 269 B.R. 481, 496 (Bankr. E.D.N.Y. 2001), affd 377 F.3d 209 (2d Cit'. 2004).

31 170 B.R. 899,903 (S.D. Tex. 1994).

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court held that if the subsidiary bank, 01' the purchaser of its assets in receivership, wanted to

enforce its right to such refund against the parent it must file a claim in bankruptcy.32

The agreement for the sale of the bank subsidiary's assets between the FDIC and the

purchaser provided that the FDIC retained aU claims against the parent corporation. Thus,

the court found that the bank's claim against its parent for the tax refund pursuant to the tax

sharing agreement was a claim retained by the FDIC. Further, the purchaser of the bank's

assets could not claim any p0l1ion of the refund received by the parent on the equities of

unjust enrichment because such right does not exist between a post-bankruptcy purchaser out

of a receivership and a creditor of the estate.

The courts' interpretation of subsidiades' rights to refunds received by their parent in

bankruptcy is consistent with the FDIC's policy statement regarding tax allocations in a

holding company structure (the "Interagency Tax Policy,,).3) The Interagency Tax Policy

provides that a parent company that receives a tax refund obtains such funds as agent for the

consolidated group on behalf of the group members.34 If a refund is not paid by a parent

)2 Id.

33 Interagency Policy Statement On Income Tax Allocation In A Holding Company Structure, 64758 Interagency Policy Stmt., Federal Register/Vol. 63, No. 225 (Nov. 23, 1998).

34 Citing Treasury Regulation Section 1.1502-77(a) that states, except as othelwise provided, the common parent for a consolidated return year is the sole agent (agent for the group) that is authorized to act in its own name with respect to all matters relating to the tax liability for that consolidated return year, for each member in the group ... [t]he common parent files claims for refund, and any refund is made directly to and in the name of the

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company within a reasonable time period, the receivable should be treated as either an

extension of credit or a dividend from the subsidiary to the parent. The Interagency Tax

Policy also encourages holding companies and subsidiary financial institutions to enter into

written, comprehensive tax allocation agreements and recommends parameters for such

agreements including allocating each member's liabilities and benefits as if it had always

filed on a separate entity basis.35 The Interagency Tax Policy ful1her provides that an

institution incul1'ing a loss for tax purposes should receive a refund fi'om its parent in an

amount that is no less than the amount the institution would have been entitled to receive as a

separate entity. The Interagency Tax Policy is thus consistent with the bankruptcy law that a

tax refund paid to a parent corporation inures to the benefit of the subsidiary that incurred the

loss resulting in such refund; however, if a fair and reasonable tax sharing agreement exists

among the pa11ies, it should be followed to determine the rights of the parties with respect to

tax refunds.

common parent and discharges any liability of the Government to any member with respect to such refund.

35 Interagency Tax Policy, at 64758. Moreover, one of the primary purposes of a written tax sharing agreement in banking organizations is to govem the rights and responsibilities of the consolidated group's members in order to comport with banking laws and regulations regarding transactions between an insured depository institution and its affiliates. In the absence of a written agreement among the parties of a consolidated group, intercompany tax payments may not be properly recorded and are subject to potential abuse. For example, under Section 11(a) of the Home Owners' Loan Act (12 U.S.C. § 1468(a), transactions between WMI and WMB, as affiliates, are subject to the requirements of the provisions of Sections 23A and 23B of the Federal Reserve Act (12 U.S.C. § 371c and 12 U.S.C. § 37Ic-l) and the related regulations of the OTS.

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V. JPM's Entitlement to the WMB Tax Payment under the Purchase Agl'eement

A. The Plain Language of the Purchase Agreement.

Under the Purchase Agreement, JPM acquired from the Receiver all right, title and

interest of the Receiver in and to all of the assets of WMB as of the WMB Closing.

Specifically excluded from that transfer, however, was any interest, right, action, claim, or

judgment against any shareholder or holding company of WMB; provided, that, the acts,

omissions, 01' other events giving rise to such claim occurred on or before the WMB Closing.

The critical questions then are: what is the nature of WMB's rights to the tax refund

attributable to the WMB Pre-Closing Losses and did JPM acquire such rights?

Prior to undertaking the substantive analysis, the procedural rules for applying the

Purchase Agreement must be considered. The Purchase Agreement provides that its

interpretation will be governed by federal law and, in the absence of controlling federal law,

the law of the state in which the main office of WMB is 10cated.36 WMB is a Washington

corporation and its main office is in Seattle, Washington. Under Washington law, whenever

possible, the plain language of a contract should be considered firse7 and words should be

given their ordinary, usual, and popular meaning unless the agreement, as a whole, clearly

demonstrates a contrary intent,38 Intent should be detelmined by objective manifestations

36 Purchase Agreement, at Section 13.4.

37 Flores v. American Seafood Co., 335 F.3d 904, 910 (9th Cir. 2003).

38 Id. (intemal citations omitted).

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Memorandum to FDIC November 25, 2008 Page 17

rather than the pmties' unexpressed subjective intent.3? Accordingly, to the extent the plain

language of the Purchase Agreement provides a clear expression of intent, such expression

should be followed without consideration of other potentially conflicting expressions of the

pmties' intentions not memolialized in the agreement.

B. WMB's Right to a Tax Refund Attributable to the Carryback of WMB Pre­Closing Losses is in the Form of an Accrued Claim Against WMI under the Tax Sharing Agreement.

As discussed in Section IV of this memorandum, NOLs are computed only with

respect to completed taxable years and no refunds can be claimed in connection with an NOL

carryback until after the taxable year of such losses has ended. WMB's tax year did not end

as a result of the WMB Closing. Accol'dingly, none ofWMI, the Receiver or WMB had the

absolute right to receive a cash refund directly or indirectly from the illS with respect to

WMB Pre-Closing Losses as of the WMB Closing. Thus, no tax receivable existed with

respect to such losses as of the WMB Closing to be conveyed to JPM.

The accmal of losses together with the payment of taxes in the years to which such

losses would be carried back, however, results in an inchoate right to a refund which is

transferable propelty ofa bankruptcy estate. The WMB Pre-Closing Losses were all incurred

prior to the WMB Closing, and WMB paid taxes in the two carryback years (pursuant to the

39 Paradiso v. Drake, 135 Wash. App. 329, 336 (2006) (intemal citations omitted).

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BRACEWELL &CILILIANI

Memorandum to FDIC November 25, 2008 Page 18

terms oftlle Tax Sharing Agreement). Accordingly, the Receiver should include the inchoate

right to a tax refund relating to the WMB Pre-Closing Losses as propel1y ofthe Receivership.

As previously described, a subsidimy in a consolidated group generally is not entitled

to receive any refund directly from the IRS with respect to the canyback of its NOLs by the

group. Instead, such refund is payable to the parent, and the subsidiaty is entitled to seek

recovery of its share in equity or, if a tax sharing agreement exists, as a creditor of the parent,

unless the agreement otherwise provides. Because WMI and WMB are parties to the Tax

Sharing Agreement as of the WMB Closing, such agreement should govern the rights of the

parties with respect to any tax refund paid to WMI. The Tax Sharing Agreement does not

indicate that refunds with respect to the group paid to WMI are held by WMI as an agent or

nominee of its subsidiaries. Therefore, WMB's entitlement to coJlect any portion of a refund

from WMI under the Tax Sharing Agreement constitutes a creditor claim against WMI.

As noted above, under the Treasury Regulations, the FDIC, as Receiver for WMB,

has the right to request that the IRS pay WMB's share of any refund with respect to the

carryback of WMB Pre-Closing Losses directly to it ~s Receiver. However, such right did

not vest in the FDIC until it became the Receiver of WMB. The Purchase Agreement is clear

that the rights and claims conveyed to JPM are determined as of the WMB Closing, which

occurred when WMB was closed by the OTS. The FDIC did not become the Receiver until

after such time. Thus, as of the WMB Closing, the FDIC had no right to seek a direct refund

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BRACEWELL &CIULIANI

Memorandum to FDIC November 25, 2008 Page 19

of taxes from the IRS, thus it could not convey such right to JPM nor could it have agreed to

remit to JPM any proceeds it received as a result of the exercise of such right.

Accordingly, as of the WMB Closing, the inchoate right to a tax refund with respect

to the WMB Pre-Closing Losses accrued to WMB and WMB's ability to collect such refund

was limited to establishing a claim as a creditor of WMI. Thus, the WMB Tax Payment is

properly characterized as a fully accrued claim against WMI as of the WMB Closing which

is expressly excluded from the assets conveyed to JPM under the plain language of the

Purchase Agreement and the Purchase Agreement must be interpreted to provide that the

WMB Tax Payment is retained by the Receiver.

Further, JPM has no right to any refund arising with respect to the Sale Losses or the

WMB Post-Sale Losses since they were not accrued as of the WMB Closing. Accordingly,

the right to such refunds is also retained by the FDIC for the benefit of the WMB creditors.

VI. The FDIC Can Collect the Tax Refund in One of Two Ways

As noted, the FDIC is entitled to request that the IRS pay the tax refund directly to the

FDIC. However, as also noted, it is within the IRS's sole discretion to determine the amount,

jf any, that it will pay directly to the FDIC.

The creditors of wMB urge the FDIC, in its capacity as Receiver with the statutory

obligation generally to maximize the return on the sale or disposition of the receivership

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BRAC~EWELL &CILILIANJ

Memorandum to FDIC November 25, 2008 Page 20

estate's assets;1O to expediently seek direct payment from the IRS of the refunds attributable

to the WMB Pre-Closing Losses, the Sale Loss and the WMB Post-Sale Losses from the IRS.

In making such request, we urge the FDIC to emphasize to the IRS the impot1ance of the

refund to the Receivership and the highly inequitable results that would occur were the IRS

to make the payment to WMI instead and then for WMI to successfully persuade the

bankruptcy court that the Receivership should be accorded only an unsecured claim under the

Tax Sharing Agreement. As a creditor of WMI, WMB wOllld likely have a far lesser

recovery of such refund for the benefit of WMB's creditors than it would have if the FDIC

had successfully applied to receive such amounts directly.

Even if the IRS unjustly refuses to honor the FDIC's request, we would urge the

FDIC to enforce an altemative payment mechanism that would ensure that the Receivership

receives its full share of the refund, rather than merely an unsecured dividend. The FDIC is

well aware of WMI's assel1ion that it had bank "deposits" with WMB and WMBfsb of not

less than $4.4 billion. The FDIC is also aware that we have questioned whether the accounts

should properly be characterized as WMI deposits. However, if the accounts are so

characterized and if the IRS does not honor the FDIC's direct payment request, we urge the

FDIC to invoke its duties as Receiver to exercise its legal rights to offset the tax refund

40 FDIC Resolution Handbook, Introduction at 2, available at <http://www.fdic.gov/bank/historicaJ/reshandbookJindex.html>. See generalJy Golden Pac. Bancorp. v. FDIC. 375 F.3d 196,201 (2d Cir. 2004); Phelan v. Middle States Oil Corp., 154 F.2d 978,991 (2d Cir. 1946).

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BRACEWELL &CILILIANI

Memorandum to FDIC November 25, 2008 Page 21

against the accounts, which will ensme payment in fuIJ to the Receivership that is rightly

entitled to the refunds for the pre-Receivership taxes paid by WMB.

*****

We are grateful for your consideration of these issues and are willing, at your

convenience, to meet with you to discuss these matters or provide any other assistance

needed in interpreting the rights and obligations of the parties with respect to the tax refunds

at issue. Please do not hesitate to contact us with any questions or comments you may have.

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MLA_EXAMINER_SP001

MORRISON I FOERSTER

October 27, 2010

By Email ([email protected])

Brad Samuels, Esq. McKenna, Long & Aldridge LLP 1900 K Street, N.W. Washington, D.C. 20006

1290 AVENUE Of THE AMElUCAS MORRISON & FOERSTER LLI'

NEWYORK,NY 10104-0050 NEW YORK, SAN FRANCISCO,

TELEPHONE: 212.468.8000

FACSIMILE: 212.468.7900

WWW.MOFO.COM

LOS ANGELES, PALO ALTO,

SAN DIEGO, WASHINGTON, D.C.

NORTJIERN VIRGINIA, DENVER,

SACRAMENTO, WALNUT CREEK

TOKYO, LONDON, BRUSSELS,

BEIJING, SHANGHAI, HONG KONG

Writer's Direct Contact

212.468.8016 [email protected]

Re: In re Washington Mutual, Inc .. et ai, Docket No. 08-12229 (MFW) (Bankr. Del.)

Dear Brad:

As you know, I represent Standard & Poor's ("S&P") in connection with the above­referenced Washington Mutual ("WaMu") bankruptcy case. I am writing in response to the request for information that you recently made to S&P on behalf of your client, Mr. Hochberg, in his capacity as the Court-appointed Examiner in the WaMu bankruptcy case.

You requested that S&P provide you with information regarding (1) whether there was a meeting between representatives of S&P and representatives of J.P. Morgan Chase ("JPMC") regarding WaMu in March or April 2008; and (2) whether there was a meeting between representatives of S&P and representatives of JPMC regarding WaMu on September 24, 2008.

In response to your requests, I am authorized to represent to you on behalf of S&P that: (1) no meeting between representatives of S&P and representatives of JPMC regarding WaMu took place in March or April 2008; and (2) a meeting between representatives of S&P and representatives of JPMC regarding WaMu took place on September 24,2008.

As you know, documents and information regarding S&P's research and publication of credit ratings are protected by the journalist's privilege under the First Amendment to the U.S. Constitution. The information provided in this letter does not waive, and is not intended to waive, the protections of the journalist'S privilege or any other applicable privileges.

ny-946975

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MLA_EXAMINER_SP002

MORRISON I FOERSTER

Brad Samuels, Esq. October 27, 2010 Page Two

Please feel free to contact me if you have any questions.

Sincerely,

~4.~ Ronald G. White

ny-946975

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OTS HIGHLY CONFIDENTIAL

OFFICE OF THRIFT SUPERVISION

Receivership Of A Federal Savings Association

Date September

Order No 200836

OTS No 08551

The Director of the Office of Thrift Supervision OTS or his designee in

cooperation with the Federal Deposit Insurance Corporation FDIC has determined to

appoint the FDIC as receiver of Washington Mutual Bank Henderson Nevada SavingsBank

GROUNDS FOR APPOINTMENT OF FDIC AS RECEIVERFOR THE SAVINGS BANK

The Director or his designee based upon the administrative record finds anddetermines the following

depositors demands

in the normal course of business and

The Institution

is in an unsafe or unsound condition to transact business

The Savings Bank is likely to be unable to pay its obligations or meet its

The Savings Bank

is a Federally chartered savings bank the accounts of whichare insured by the Deposit Insurance Fund DIF The Savings Bank has its home office

in Henderson Nevada As of June 30 2008 the Savings Bank reported total assets of$307 billion

DISCUSSION OF GROUNDS FOR APPOINTMENTOF A RECEIVER FOR THE SAVINGS BANK

Section 5d2A of the Home Owners Loan Act HOLA 12 USC §1464d 2A provides that the Director may appoint a receiver for any insured savings

i iassoc at on if tine Director determines that one or more grounds specified in section

11c5 of the Federal Deposit Insurance Act FDIA 12 USC § 1821c5 exist

Under section 1 Ic5F of the FDIA the Director may appoint a receiver if asavings association is likely to be unable to pay its obligations or meet its depositorsdemands

in the normal course of business because it does not have sufficient liquid asse

to fund expected withdrawals The Savings Bank has insufficient cash and liquid assetsconvertible to cash necessary to pay its obligations and the expected withdrawal demandsof its depositors The Savings Bank has suffered significant cash outflows exceeding

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Order No 200836

Page 2

S22 billion since July 2008 in part because of adverse publicity The Savings Bank haslimited and diminishing liquidity sources available to it and the current rate of outflowWill vines Banks cash i

Therefore the Director concludes that the Savings Base is likely to be unable

obligations or meet its depositors demands in the normal course of business

toes not have sufficient liquid assets to pay those obligations and fund the

expected withdrawals

Under section I lc5C of the FDIA the Director may appoint a receiver if asavings association

is in an unsafe or unsound condition to transact business TheSavings Bank is in an unsafe and unsound condition as a result of its severe liquiditystrain deteriorating asset quality and continuing significant negative operating earningswith no realistic prospects for raising capital to ensure that it can repay all of its

liabilities including deposits

The Director or his designee therefore has determined that grounds for the

appointment for a receiver for the Savings Bank exist under section 5d2 of the HOLAand sections I Ic5C and F of the FDIA 12 USC

§§ 182 1 c5C and F

ACTIONS ORDERED OR APPROVED

Appointment of a Receiver

The Director or his designee hereby appoints the FDIC as receiver for the

Savings Bank for the purpose of liquidation pursuant to section 5d2 of the IIOLAand section I I c6B of the FDIA 12 USC

§ 1821c6B

Delegation of Authority to Act for OTS

The Director or his designee hereby authorizes the OTS West Regional Directoror his designee and the Deputy ChiefCounsel for the Business Transactions Division ofthe ChiefCounsels office or his designee to i certify orders ii sign execute attestor certify other documents of OTS issued or authorized by this Order iii designate the

persons or entity that hill give notice of the appointment of a receiver for the SavingsBank and serve the Savings Bank with a copy of this Order pursuant to 12 CFR §

5582 and iv perform such other functions of OTS necessary or appropriate for

implementation of this Order All documents to be issued under the authority of this

Order must be first approved in form and content by the ChiefCounsels Office In

addition the Director or his designee hereby authorizes the Deputy ChiefCounsel forthe Business Transactions Division ofthe Chief Counsels office or his designee

2

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Order No 200836

Page 3

make any subsequent technical corrections that might be necessary to this Order or and

documents issued under the authority of this Order

S effective September 25 20

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i Street NW Washington DC 20552 202 9066372

September 25 2008

Deputy Director and Chief Counsel

CONFIDENTIALATTORNEY CLIENT PRIVILEGE

LEGAL OPINION

MEMORANDUM FOR John M Reich Directo

Office of Thrift Supervision

FROM

Office of Thrift Supervision

Department of the Treasury

John E Bowman

Deputy Director andhief Counsel

SUBJECT Proposed appointment of the Federal Deposit Insurance Corporation FDIC as

Receiver for Washington Mutual Bank Henderson Nevada the Institution

OTS NO 08551

FORM Federal Stock

ASSETS $3070 billion as per 63008 TFRLIABIL $2787 billion as per 63008 TFRCORE CAP $212 billion as per 63008 TFRCORE CAPASSETS 707 as per 63008 TFR

I INTRODUCTION AND SUMMARY CONCLUSION

In the SMemorandum dated September 25 12008 the West Regional Office RegionalOffice explains that the Institution is beset with serious problems relating to asset qualityearnings and its ability to pay its obligations and meet its depositors demands TheSMemorandum

sets forth two statutory provisions as providing grounds for appointing a receiverfor the Institution under the standards set forth in section 11 c5 of the Federal DepositInsurance Act FDIA

The Institution is likely to be unable to pay its obligations or meet its depositorsdemands

in the normal course of business 12 USC § 1821c5F and

4

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2TheInstitution is in an unsafe or unsound condition to transact business 12 USC §

182 1 c5F

appoint the FDIC as receiver for the Institution

ce otl itt Supervision OTS

We have reviewed the record and in our opinion there

is an adequate legal basis forOTS to conclude that each of the foregoing standards for appointing a receiver for the Institutionhas been satisfied Moreover grounds exist for OTS to appoint a receiver when any of theforegoing standards has been satisfied Accordingly in our opinion on the basis of the recordthe Director or his designee has the legal authority to appoint the FDIC as receiver for theInstitution

BACKGROUND

The Institution

is a Deposit Insurance Fund DIFinsured federally chartered stock

savings bank with its home office in Henderson Nevada and its primary executive and businessoffice in Seattle Washington The Institution

operates primarily in major metropolitan areas onboth the east and west coasts and

in selected middle states with four primarybusiness lines 1the home loans group which engages in nationwide singlefamily residential SFR lendingservicing and capital market activities 2 the card services group which operates a nationwidecredit card lending business 3 the commercial group which conducts a multifamily andcommercial real estate lending business and 4 the retail banking group which

operates a retailbank network of 2239 offices in California Florida Texas New York Washington IllinoisOregon New Jersey Georgia Arizona Colorado Nevada Utah Idaho and Connecticut As ofJune 30 2008 the Institution reported that

it had $307 billion in assets The InstitutionsOTScharteredoperating subsidiary Washington Mutual Bank fsb Park City Utah holds the

Institutions investmentportfolio Washington Mutual Inc Seattle Washington Holding

Company its toptier holding company is mainly a shell holding company Based on its

consolidated assets at December 31 2007 the Holding Company was the seventh largest amongall USbased bank and thrift holding companies

Beginning in 2005 the Institution embarked on astrategy to remix assets liabilities and

capital Management began to portfolio higher yielding though riskier assets whilediversifying

liabilities and equity via preferred stock and hybrid issuances As the credit environment startedto deteriorate in late 2006 and early 2007 management began tightening credit standards withrespect to credit card and subprime lending and shifted focus to a more retail

strategy through itsretail branches As more fully addressed

in the SMemorandum the Institution has institutedsignificant operational changes since the third

quarter of 2007 including exiting all subprimeSFR lending discontinuing certain loan purchasesale operations tightening underwriting of all

portfolios closing allfreestanding home loan offices exiting the wholesale lending channel

increasing reliance on Federal Home Loan Bank FHLB advances releasing approximately $30billion

in available collateral issuing $3 billion and $7 billion in preferred and common stockrespectively with $4 billion of the proceeds infused into the Institution curtailing dividendsfrom the Institution to the Holding Company and from the Holding Company to shareholders

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3ceasingoption ARM and stated income lending and infusing the Institution with an additional

$2 billion and $500 million in capital in July and September 2008 respectively

On September 7 2008 the Holding Company and the Institution entered into a

Memorandum of Understanding MOU which required among other things a submission of a

threeyear business plan on a consolidated and unconsolidated basis and a contingency capital

plan within ninety days On September 18 2008 the Regional Office provided notice to the

Institution that its CAMELS Composite and Liquidity ratings were downgraded to a4The SMemorandum describes the decline in the Institutions asset quality and earnings

over the last year As the SMemorandum recounts nonperforming assets rose to 38 percent of

total assets as of June 30 2008 compared to 14 percent for the same period in 2007 The ratio

of classified assets to core capital plus loan allowances increased to 433 percent at June 302008 an 85 percent increase in the ratio from the same period in 2007 with the level of

classified assets increasing over the last severalyears from $26 billion 08 percent of total

assets as of December 31 2005 to $82 billion 25 percent of total assets as of December 312007 to $107 billion 34 percent of total assets as of March 31 2008 to $129 billion as of

June 30 2008 Total chargeoffs through for the yeartodate June 30 2008 were $38 billion as

compared to $23 billion for the year ended December 31 2007 The Institutions asset quality

has materiallyaffected its earnings For the first six months of 2008 the Institution reported a

net loss total of $43 billion with a projected net loss of approximately $6 billion for 2008

Further recent events have nearly eliminated the Institutions ability to meet its operating

liquidity needs Cash outflows in July and August primarily related to withdrawal of deposits

approximated $91 billion put strain on the Institutions liquidity Thereafter the Institution had

a net inflow of approximately $43 billion in deposits through promotional deposit pricing at

relatively high rates As noted above on September 8 2008 the Institution entered into an

MOU and another deposit outflow that gained momentum following media speculation about

the future of the Institution and a possible sale which combined with payments on other

obligations resulted in a net cash outflow of over $173 billion in fourteen business days The

largest single day had a net cash outflow of $36 billion

As of September 23 2008 the Institution had only $46 billion in cash to meet its liquidity

obligations Its core earnings are insufficient to supplement its cash base and it is dependent

upon borrowings from the FHLB of San Francisco the FHLB of Seattle and the Federal Reserve

Bank of San Francisco FRB to meet its funding needs The FHLB of San Francisco recently

decreased the amount of daily funding it had been providing the Institution and may not provide

any significant additional funds In addition marketbased funding sources are not immediatelyavailable to supplement liquidity As the S Memorandum states in the current market sales of

new unsecured debt and securitizations are generally unavailable Moreover most of the assets

that the Bank has that are not now collateralizing the borrowings at either the FHLBs or the

Federal Reserve Bank are of either insufficientquality or lack documentation to make them

readily saleable Those that may be saleable require time to arrange financing and sale

6

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OTS HIGHLY CONFIDENTIAL

4Poorearnings performance and less than satisfactory asset quality create additional

liquidity concerns since continued deterioration in these areas could significantly reduce the levelof available

uncertain value ofthe collateral supporting its borrowings from both the FHLBs a d th FRB in e t appears unlikelythat the funds the Institution projected will

actually be available in the amounts and in the timingrequired by the Institution to meet its obligations

The current outflow rate has declined from the one day high noted above but as noted

in

the S Memorandum the current rate of outflow will stilldeplete the Institutions cash resources

and liquidity within a short period of time

III DISCUSSION OF LEGAL ISSUES FOR APPOINTMENTOF A RECEIVER FOR THE INSTITUTION

Section 5d2A of the Home Owners Loan Act HOLAZ provides that the Director

may appoint a receiver for any insured savings association

if the Director determines that one or

more of the grounds specified in section 11c5 of the FDIA 12 USC § 1821c5 exist

A Inability to Pay Obligations or Meet Depositors Demands

Under section 11 c5F of the FDIA the Director may appoint a receiver if a savingsassociation is likely to be unable to pay its obligations or meet its depositors demands in the

normal course of business As noted above the Institution has suffered significant depositoutflows in excess of $22 billion since July 2008 in part because of adverse publicity relating to

IndyMac media speculation about the future of the Institution and deteriorating asset qualityand poor earnings The Regional Office expects these factors to continue to cause significantdeposit outflows into the foreseeable future

The Regional Office also has indicated the Institution has limited and diminishingliquidity sources available to it Further the Institution has been unable to find anyone who is

willing and able to invest sufficient capital to alleviate the Institutions problems Based on the

foregoing in our opinion there

is an adequate legal basis to conclude that

it is likely that the

Institution will be unable to pay itsobligations or meet its depositors demands in the normal

course of business

B Unsafe or Unsound Condition to Transact Business

Under section I Ic5C of the FDIA the Director may appoint a receiver if a savingsassociation is in an unsafe or unsound condition to transact business An unsafe or unsoundcondition has been identified as one where an institution

is operated in a manner that causes an

OTS has been informed that the FHLB of San Francisco will advance $500 million to the Institution forfiber 25 but will not commit to any further advances

12 USC § 1464d2A

7

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unacceptable risk to its depositors funds See= Franklin Savings Association v Director OTS934 F2d 1127 1145 10th Cir 1991 cert denied 503 US 937 1992

In our opinion the record supports a finding by the Director that a receiver may be

appointed for the Institution under this standard As detailed in the SMemorandum for the first

six months of 2008 the Institution reported a net loss of $43 billion with a projected net loss ofapproximately $6 billion for 2008 The Institution

is in an unsafe and unsound condition as aresult of its severe liquidity strain deteriorating asset quality and continuing significant negative

operating earnings with no realistic prospects for raising capital to ensure that it can repay all ofits liabilities including deposits

Therefore there is an adequate legal basis for the Director to appoint a receiver for the

Institution under either of the two standards described above

BUSINESS TRANSACTIONS DIVISION CONTACT Frances C Augello

PHONE 9066151

cc West Region Director

West Regional Counsel

John E Bowman

Kevin A Corcoran

Aaron B Kahn

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Office of Thrift Supervision

Department of the Treasury

Pacific Plaza 2001 Junipero Serra Boulevard Suite 650 Daly City CA 940141976

PO Box 7165 San Francisco CA 94 1 207 1 65 Telephone 650 7467000 Fax 650 7

PRIVILEGED AND CONFIDENTIAL

MEMORANDUM FOR Scott M Polakoff Senior Deputy Director and

Operating Officer

THROUGH Timothy T Ward Deputy Director

Examinations Supervision and Consumer Protection

FROM Darrel W Dochow Regional Director

West Region

DATE September 25 2008

SUBJECT Recommendation for Appointment of the Federal Deposit

Insurance Corporation FDIC as Receiver for

Washington Mutual Bank Henderson NV OTS No 08551

1 RECOMMENDATION AND SUMMARY

The West Regional Office recommends that the Director of the OTS appoint the FDIC as

receiver for Washington Mutual Bank Henderson Nevada WMB or the Bank We believe that

grounds exist for the appointment pursuant to Section 5d2 of the Home Owners Loan Act

HULA 12 USC § 1464d2 and Section 11c5 of the Federal Deposit Insurance Act

FDIA 12 USC § 1821c5

As explained below we believe the following grounds exist for the appointment of a receiver

1 The Bank is likely to be unable to pay its obligations or meet its depositors demands in

the normal course of business and

2 The Bank is in an unsafe and unsound condition to transact business

9

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West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 08551tember 25 2008

II KEY FINANCIAL AND SUPERVISORY INFOR•MIATION

e ecte ounce tote 30 208 F •1 PCA Capital Cate o Well Ca italzed June 30 2t08Tier I Core CapitalAdjusted Total Assets FDICIA Cap Adequacy 7 07

Total RiskBased CapitallRisk d Assets FDICIA Cap Adequacy 2

Selected Supe rvisory Information

Date of Most Recent Safety and Soundness Examination 191102007

CAMELS Ratings Ratings Date September 19 2008 Report

Composite C A M E L S4 3 4 3 4 4 2

YIN Comments if applicable

Consent Agreement YN N

Open Issues or Applications YN YDenied Capital Plan YN N

Capital Disputes YIN NEnforcement Issues YIN yPCA Directive YN N

III OVERVIEW AND KEY FINANCIAL INFORMATION

Corporate Structure and General Background

WMB is a stockform federally chartered savings association The FDIC insures the Banks

deposits through its Deposit Insurance Fund WMBs home office

is in Henderson Nevada

while its primary executive and business segment headquarters are in Seattle Washington As of

June 30 2008 The bank had 2239 retail branches operating in 15 states WMB operates

primarily in major metropolitan areas on both coasts and in selected middle states with four

primary business lines 1 Home Loans 2 Card Services 3 MultifamilyCommercial Loansand 4 Retail BankingProduction and Operations

WMBs toptier holding company Washington Mutual Inc WMI is a unitary thrift holding

company It

is mainly a shell Washington Mutual Bank fsb WMBfsb is the BanksOTScharteredoperating subsidiary and it holds WMBs investment portfolio

CAMELS = Capital Asset Quality Ma agement Earnings Liquidity and Sensitivity to Market Risk

10

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OTS HIGHLY CONFIDENTIAL

West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 08551

September 25 2008

Pare 3 of 10

Senior management of the Bank consists of Chairman of the Board Stephen E Frank Chief

Executive Officer Alan Fishman Chief Operating Officer Steve Rotella and Chief Financial

Officer Tom Casey

The following table contains additional information about the Bank

Home Office Address 2273 North Green Valley Pkwy Ste 14 Henderson NVAdministrative Office Address 1301 Second Avenue Seattle WA 98101

Administrative Office Telephone 206 5008779 CEOs Administrative Assistant

Date on which Charter was Issued December 27 1988

Date of Federal Deposit Insurance December 27 1988

In 2005 the Bank began a strategy to remix assets liabilities and capital Management began to

portfolio higher yielding higher risk assets while diversifying liabilities and equity via preferred

stock and hybrid issuances During late 2006 and early 2007 as the credit environment started to

deteriorate management began tightening credit standards with respect to credit card and

subprime lending In the first half of 2007 management shrank the balance sheet by selling

certain loweryielding loans Total assets shrank to $3111 billion by June 30 2007 In July

2007 given the disruption of the secondary mortgage market management cut back on loans

originated for sale and began transferring held for sale loans to the held for investment portfolio

at a mark to market loss The lack of loan sale activity along with the transfer of loans into the

held for investment portfolio resulted in total assets increasing to $3288 billion at September 302007 Since 4Q07 management has discontinued the former strategy to focus on a more retail

oriented lending strategy through the branches At June 30 2008 total assets declined to $3070

billion and are projected to continue to decline due to a severe curtailment in singlefamily

residential SFR related lending

FW 1B `SM 63010$ 63007Total Assets $307022

33208 123107M

$317824 $325809

Significant operational changes since Q307 include

$328805 1 $311053

33107

$318295

Exiting all subprime SFR lending

Discontinuation of WaMu Capital Corp and its associated conduit loan purchasesale

operation

Continued wind down of the Mortgage Banker Finance warehouse lending unit

Tightened underwriting of all portfolios including a program to contractually limit

outstanding home equity lines in instances where collateral or borrower financial

condition has deteriorated

Closing all remaining freestanding home loan offices and exiting the wholesale broker

lending channel

11

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OTS HIGHLY CONFIDENTIAL

West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 08551

September 25 2008

Page 4 of 10

Increasing reliance on FHLB advances by using classes of assets for collateral not

previously used February 2008

Releasing an estimated $300 billion in available collateral from REIT reorgan

the second quarter of 2008

issuance of $30 billion in perpetual convertible preferred stock in December 2007

0 billion infused into WMBReducing the WMI dividend from $056 to $001 per quarter and discontinuance of

WMB dividends to WMIWM issuance of $70 billion in common stock in April 2008 with $30 billion infused

into WMBCeasing option ARM and stated income lending

A WMI infusion of an additional $20 billion to raise capital levels at WMB in July 2008

A WMI infusion of $5000 million in September 2008

Current Condition

Asset Quality

Notwithstanding the numerous operational changes undertaken by WMB management asset

quality has deteriorated significantly Nonperforming assets NPA rose to 38percent

of total

assets as of June 30 2008 compared to 14 percent for the same period in 2007 The increase in

NPAs is concentrated primarilyin permanent SFR loans primesubprime option ARM and

home equity lines of credit HELOCs Loans secured by SFRs are WMBs primary asset

representing approximately 600 percent of total assets at June 30 2008

Problem assets have also increased significantly The ratio of classified assets to core capital

plus loss allowances increased to 433 percent at June 30 2008 an 85 percent increase in the

ratio from the same period one year earlier The absolute level of classified assets has steadily

increased over the last several years from $26 billion 08 percent of total assets as of December

31 2005 to $129 billion as of June 30 2008 42 percent of total assets

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OTS HIGHLY CONFIDENTIAL

West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 0855

September 25 2008

5 of 10

The following table

June 302008

WUS

hts W MBs problem asset trend

12131105 1 12131106

8000s

•m Decembe

1213107

Delinquent Loans 3389 days 1793237 071 2836771 105

Nonperforming Loans 2880054 087 2740081 079

Repossessed Assets 239485 007 578385 017

Nonperforming Assets 3119539 094 331 8466 096

Special Mention Assets 863090 026 2064002 060

Classified Assets 2591527 078 3615955 105Class AssetsCore Cap + ALjL 1143 1481

4741615 189

6431861 197

1015127 031

7446988 229

2309424 071

8177767 251

3274

CE 06130108

5441790

10025164

1531807

11556971

2485122

12873646

WMB reported total chargeoffs of $381 billion through yeartodate YTD June 30 2008

$146 billion for 1Q08 and $235 billion for 2Q08 or 24 percent of average assets annualized

This compares unfavorably to the $241billion 075 percent of average assets annualized

reported for the year ended December 31 2007 and the $106 billion 030 percent of average

assets reported for theyear ended December 31 2006 As with problem loans most of the

chargeoffs are in the SFR portfolio which accounted for $32 billion of YTD chargeoffs

through June 30 2008

The Bank predicts a high loss case of $19 billion in residential mortgages before lost interest and

foreclosure costs Current performance tracking is in line with the high end of the Companysestimates at the time of the April capital raise At $1894 billion the residential mortgage

exposure includes $525 billion in option ARMs $607 billion in HELOCs and $174 billion insubprime loans

WMBs asset quality problems have materially affected the Banks earnings and they are

projected to have a continuing negative impact at least through the second quarter of 2009

OTSWMIBKRCY00000013

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OTS HIGHLY CONFIDENTIAL

West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 08551

September 25 2008

Page 6 of 10

iings

Primarily because of the asset quality trends in the SFR mortgage loan portfolios net income for

the Bank has declined considerably with nominal income reported for 2007 and significant net

losses reported through June 2008 The following table illustrates the affect of the decline in

credit quality on the earnings of the Bank The table displays key financial performance figures

for 2006 2007 and YTD June 30 2008

2006

°I°

2007

°lo

YTD 613008

°lo

lEA Yield 641 684 611

Cost of Funds 372 388 275

Net Interest Spread 269 296 337

Net Interest Mar in 257 280 313

Loss Provisions avg assets 023 096 755

Noninterest Income 242 225 074

Noninterest Expense 321 382 307

ROAA 100 008 407ROAE 1192 099 5219Note Except for yieldspread information and ROAE above ratios are expressed as annualized percentage

of average assets

Source OTS Uniform Thrift Performance Report U TPR

In the first and second quarter of 2008 the Bank recorded a net loss of $11 billion and $32

billion respectively The most recent earnings projection by the Bank forecasts an annual total

net loss of approximately $60 billion for 2008 While actual credit losses through the second

quarterof 2008 remained within the forecasted range a decline in housing prices beyond the

levels assumed could produce a material increase in credit losses further depressing the

projected negative earnings

Management predicts a return to profitability in the third quarter of 2009 In the meantime the

Bank continues to report core operating earnings of approximately $16 billion per quarter This

amount is insufficient to fully offset projected increased loan losses provide sufficient funds to

meet significant deposit outflows and supplement capital

Liquidity

Recent events have significantly limited the Banks ability to meet its operating liquidity needs

As of September 25 2008 the Bank projected that it had $134 billion to meet liquidity

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OTS HIGHLY CONFIDENTIAL

West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 08551

September 25 2008

Pate 7 of 10

obligations A review of the sources that make up that total reveals that the Banks liqut

position is far less than the projected number suggests

The Bank estimated having $38 billion in cash and investments to meet liquidity obligations as

of September 25 2008 Core earnings are insufficient to supplement its cash base In addition

most of the Banks assets are not readily saleable Accordingly the Bank is dependent upon

borrowings from the Federal Home Loan Banks of San Francisco and Seattle FHLBSF and

FHLBSEA and Federal Reserve Bank of San Francisco to meet funding needs The Bank

projected that it

had borrowing capacity of $29 billion from the FHLBSF and the FHLBSEA

on September 25 2008 Also as of that date the Bank projected that it

had $67 billion available

for borrowing from the Feds discount window

Given the Banks current ratings and the uncertain value of the collateral supporting its

borrowings from both the FHLBs and the Federal Reserve Bank there is no assurance that the

projected funds will be available in the amounts and in the timing needed by the Bank to meet its

obligations The Federal Housing Finance Agency notified OTS that FHLBSF has agreed to

fund $05 billion on September 25 2008 but there is no guarantee that it will provide further

funds The Federal Reserve lowered the Bank to secondary credit status on September 25 2008

which resulted in an additional reduction of $1 billion in borrowing capacity Under secondary

status the Bank is subject to increased haircuts and pricing The Bank will also likely lose

access to the 28day term auction facility TAF program

Moreover even if available borrowings from the FHLBs are subject to system funding

constraints Under those constraints the FHLBSEA is limited to providing approximately $05

to $10 billion maximum advances per day on the remaining line Similarly should theFHLBSFdetermine that the collateral is adequate to supportcontinued borrowing by the Bank it is

limited to providing approximately $20 to $30 billion per day At this time it is uncertain what

if any additional advances the FHLBSF will make2

In addition marketbased funding sources are not immediately available to supplement liquidity

Sales of new unsecured debt and securitizations are generally unavailable Moreover most of

the Banks unpledged assets ie that are not now collateralizing the borrowings at either the

FHLBs or the Federal Reserve Bank are of either insufficient quality or lack documentation to

make them readily saleable Those that may be saleable require time to arrange financing and

sale

2For example the FLHBSF has informed the OTS that as of September 23 they will advance $ t billion to the Bank

for September 24 but will not commit to any further advances The FHLBSF subsequently agreed to advance $5CO

million on September 25 The FHLBSF also stated that they have received additional data on the loan cools

collateralizing the borrowings and are in the process of evaluating it for future lending decisions

OTSWMIBKRCY00000015

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OTS HIGHLY CONFIDENTIAL

West Region Receivership Recommendation

Washington Mutual Bank Henderson N 08551

September 25 2008

8 of 10

Significant deposit outflows are compounding the liquidity challenge facing the Bank The first

significant deposit outflow occurred after the closure of IndyMac Bank W 1B lost

approximately $91 billion in interest bearing and small business deposits from July 14 2008

through August 6 2008 Thereafter the Bank had a net inflow of approximately $43 billion in

deposits through promotional deposit pricing at relatively high rates

Starting with the Banks disclosure on September 8 2008 that it entered into an enforcement

action Memorandum of Understanding with the OTS a more significant deposit outflow

started This outflow gained momentum following media speculationabout the future of the

company disclosures that the company was considering a sale adverse events in the financial

sector as a whole and further rating agency downgrades of the company and the Bank resulting

in a net deposit loss of approximately $187 billion between September 8 and September 24

2008

While the current outflow rate has declined from its peak itwill deplete the Banks available

cash resources and eliminate the Banks total projected liquidity in the short term absent

additional extraordinary events Given the Banks limited sources of funds and significant

ongoing deposit outflows it is highly unlikely that it

will be able to meet its operating liquidity

needs including paying interest on deposits

IV DESCRIPTION OF MAJOR PROBLEMSGROUNDS FOR TRANSFER

The OTS Director is authorized to appoint the FDIC as receiver for any savings association if the

Director determines that grounds exist under 12 USC § 1821c5 See 12 USC §

1464d2A The specific grounds applicable include

A The Bank is likely to be unable to pay its obligations or meet its depositors demands in the

normal course of business

As described above giventhe continuing significant deposit outflows from the Bank and the

limited and diminishing available sources of liquidity it is highly likely that the bank will not

meet its funding needs in the very near future As a result the Bank is likely to be unable to pay

its obligations or meet its depositors demands in the normal course of business Therefore in

accordance with 12 USC§ 1821c5f the Director may appoint a receiver for the Bank

B The Bank is in an unsafe and unsound condition to transact business

Pursuant to 12 USG § 1821c5C the Director may appoint a receiver for the Bank if it is in

an unsafe and unsound condition to transact business For all of the reason detailed above

including the Banks severe liquidity strain deteriorating asset qualityand conti

16

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OTS HIGHLY CONFIDENTIAL

West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 08

September 25 2008

Pafle 9 of 10

551

earnings the Bank is in an unsafe and unsound condition to transact business Therefore in

accordance with 12 USC § 182Ic5C the Director may appoint a receiver for the Bank

V ENFORCE ME l EIt ORY ACTIONS

OTS has taken the following supervisory or enforcement actions formal and informal with

respect to WMB

Cease and Desist Order CD On October 17 2007 OTS issued a CD order related to

weaknesses in WMBs Bank Secrecy ActAntimoney Laundering BSAJAML programs

Management has submitted a plan for compliance with the CD which OTS monitors as part of

the continuous exam process

Civil Money Penalty CMP On October 17 2007 OTS issued an order for CMPs totaling

$60448 related to WMBs violation of flood insurance regulations in its Commercial Loan

pup

Board resolution In response to a supervisory ratings downgrade letter from the Regional

Director on February 27 2008 the Board resolved on March 27 2008 to undertake strategic

initiatives to improve weaknesses related to asset quality earnings and liquidity

WMI Memorandum of Understanding OU On September 7 200$ WMI entered into an

MOLT Action items include 1 submission of a consolidated 3year business plan within 30

days for OTS review and nonobjection followed by quarterly variance reports and 2 a

contingency capital plan within 90 days

WMB Memorandum of Understanding On September 7 2008 WMB entered into a separate

MOLT Action items include 1 submission of a 3year business plan both base case and

stressed scenarios within 30 days for OTS review and nonobjection followed by quarterly

variance reports 2 a contingency capital plan within 90 days 3 a classified asset reduction

plan incorporated into the business plan 4 engaging an outside consultant to review risk

management practices 45 days and submitting a report to OTS 75 days 5 engaging an

outside consultant to review the underwriting process for the Home Loans Group 45 days and

submitting a report to OTS 75 days 6 submitting a report to OTS to address the consultants

recommendations within 30 days of receipt of the consultants reports 7 reviewing alerts for

the period April 1 2006 through June 30 2008 and filing SARs where required no later than

October 31 2008 and 8 ensuring that management corrects all OTS findings specified in the

Report of Examination and Findings Memoranda Within 55 days of the end of each quarter the

Board shall certify compliance with the MOU and submit a certified copy to the OTS

17

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OTS HIGHLY CONFIDENTIAL

West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 08551

September 25 2008

Paae 10 of 10

CQNCLUSIO AND CONTACTS

Statutory grounds exist for the appointment of a receiver for the Bank We believe that the

appointment of a receiver for the Bank under these circumstances will protect the interests of the

Banks depositors and the Deposit Insurance Fund Therefore we recommend that the Director

take action to appoint the FDIC as receiver for WMB as soon as possible

The following personnel available to answer any additional questions

Name Title Phone

Benjamin D Franklin Regional Examiner 909 827 0066

James A Hendriksen Regional Counsel 650 746704I

Darrel W Dochow

Regional Director

Exhibit List Attached

18

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OTS HIGHLY CONFIDENTIAL

Office of Thrift Supervision

Department of the Treasury

Pacific Plaza 2001 Junipero Serra Boulevard Suite 650 Daly City CA 940141976

PO Box 7165 San Francisco CA 94 1 207 1 65 Telephone 650 7467000 Fax 650 7

PRIVILEGED AND CONFIDENTIAL

MEMORANDUM FOR Scott M Polakoff Senior Deputy Director and

Operating Officer

THROUGH Timothy T Ward Deputy Director

Examinations Supervision and Consumer Protection

FROM Darrel W Dochow Regional Director

West Region

DATE September 25 2008

SUBJECT Recommendation for Appointment of the Federal Deposit

Insurance Corporation FDIC as Receiver for

Washington Mutual Bank Henderson NV OTS No 08551

1 RECOMMENDATION AND SUMMARY

The West Regional Office recommends that the Director of the OTS appoint the FDIC as

receiver for Washington Mutual Bank Henderson Nevada WMB or the Bank We believe that

grounds exist for the appointment pursuant to Section 5d2 of the Home Owners Loan Act

HULA 12 USC § 1464d2 and Section 11c5 of the Federal Deposit Insurance Act

FDIA 12 USC § 1821c5

As explained below we believe the following grounds exist for the appointment of a receiver

1 The Bank is likely to be unable to pay its obligations or meet its depositors demands in

the normal course of business and

2 The Bank is in an unsafe and unsound condition to transact business

9

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OTS HIGHLY CONFIDENTIAL

West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 08551tember 25 2008

II KEY FINANCIAL AND SUPERVISORY INFOR•MIATION

e ecte ounce tote 30 208 F •1 PCA Capital Cate o Well Ca italzed June 30 2t08Tier I Core CapitalAdjusted Total Assets FDICIA Cap Adequacy 7 07

Total RiskBased CapitallRisk d Assets FDICIA Cap Adequacy 2

Selected Supe rvisory Information

Date of Most Recent Safety and Soundness Examination 191102007

CAMELS Ratings Ratings Date September 19 2008 Report

Composite C A M E L S4 3 4 3 4 4 2

YIN Comments if applicable

Consent Agreement YN N

Open Issues or Applications YN YDenied Capital Plan YN N

Capital Disputes YIN NEnforcement Issues YIN yPCA Directive YN N

III OVERVIEW AND KEY FINANCIAL INFORMATION

Corporate Structure and General Background

WMB is a stockform federally chartered savings association The FDIC insures the Banks

deposits through its Deposit Insurance Fund WMBs home office

is in Henderson Nevada

while its primary executive and business segment headquarters are in Seattle Washington As of

June 30 2008 The bank had 2239 retail branches operating in 15 states WMB operates

primarily in major metropolitan areas on both coasts and in selected middle states with four

primary business lines 1 Home Loans 2 Card Services 3 MultifamilyCommercial Loansand 4 Retail BankingProduction and Operations

WMBs toptier holding company Washington Mutual Inc WMI is a unitary thrift holding

company It

is mainly a shell Washington Mutual Bank fsb WMBfsb is the BanksOTScharteredoperating subsidiary and it holds WMBs investment portfolio

CAMELS = Capital Asset Quality Ma agement Earnings Liquidity and Sensitivity to Market Risk

10

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OTS HIGHLY CONFIDENTIAL

West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 08551

September 25 2008

Pare 3 of 10

Senior management of the Bank consists of Chairman of the Board Stephen E Frank Chief

Executive Officer Alan Fishman Chief Operating Officer Steve Rotella and Chief Financial

Officer Tom Casey

The following table contains additional information about the Bank

Home Office Address 2273 North Green Valley Pkwy Ste 14 Henderson NVAdministrative Office Address 1301 Second Avenue Seattle WA 98101

Administrative Office Telephone 206 5008779 CEOs Administrative Assistant

Date on which Charter was Issued December 27 1988

Date of Federal Deposit Insurance December 27 1988

In 2005 the Bank began a strategy to remix assets liabilities and capital Management began to

portfolio higher yielding higher risk assets while diversifying liabilities and equity via preferred

stock and hybrid issuances During late 2006 and early 2007 as the credit environment started to

deteriorate management began tightening credit standards with respect to credit card and

subprime lending In the first half of 2007 management shrank the balance sheet by selling

certain loweryielding loans Total assets shrank to $3111 billion by June 30 2007 In July

2007 given the disruption of the secondary mortgage market management cut back on loans

originated for sale and began transferring held for sale loans to the held for investment portfolio

at a mark to market loss The lack of loan sale activity along with the transfer of loans into the

held for investment portfolio resulted in total assets increasing to $3288 billion at September 302007 Since 4Q07 management has discontinued the former strategy to focus on a more retail

oriented lending strategy through the branches At June 30 2008 total assets declined to $3070

billion and are projected to continue to decline due to a severe curtailment in singlefamily

residential SFR related lending

FW 1B `SM 63010$ 63007Total Assets $307022

33208 123107M

$317824 $325809

Significant operational changes since Q307 include

$328805 1 $311053

33107

$318295

Exiting all subprime SFR lending

Discontinuation of WaMu Capital Corp and its associated conduit loan purchasesale

operation

Continued wind down of the Mortgage Banker Finance warehouse lending unit

Tightened underwriting of all portfolios including a program to contractually limit

outstanding home equity lines in instances where collateral or borrower financial

condition has deteriorated

Closing all remaining freestanding home loan offices and exiting the wholesale broker

lending channel

11

OTSWMIBKRCY00000011

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OTS HIGHLY CONFIDENTIAL

West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 08551

September 25 2008

Page 4 of 10

Increasing reliance on FHLB advances by using classes of assets for collateral not

previously used February 2008

Releasing an estimated $300 billion in available collateral from REIT reorgan

the second quarter of 2008

issuance of $30 billion in perpetual convertible preferred stock in December 2007

0 billion infused into WMBReducing the WMI dividend from $056 to $001 per quarter and discontinuance of

WMB dividends to WMIWM issuance of $70 billion in common stock in April 2008 with $30 billion infused

into WMBCeasing option ARM and stated income lending

A WMI infusion of an additional $20 billion to raise capital levels at WMB in July 2008

A WMI infusion of $5000 million in September 2008

Current Condition

Asset Quality

Notwithstanding the numerous operational changes undertaken by WMB management asset

quality has deteriorated significantly Nonperforming assets NPA rose to 38percent

of total

assets as of June 30 2008 compared to 14 percent for the same period in 2007 The increase in

NPAs is concentrated primarilyin permanent SFR loans primesubprime option ARM and

home equity lines of credit HELOCs Loans secured by SFRs are WMBs primary asset

representing approximately 600 percent of total assets at June 30 2008

Problem assets have also increased significantly The ratio of classified assets to core capital

plus loss allowances increased to 433 percent at June 30 2008 an 85 percent increase in the

ratio from the same period one year earlier The absolute level of classified assets has steadily

increased over the last several years from $26 billion 08 percent of total assets as of December

31 2005 to $129 billion as of June 30 2008 42 percent of total assets

OTSWMIBKRCY00000012

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OTS HIGHLY CONFIDENTIAL

West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 0855

September 25 2008

5 of 10

The following table

June 302008

WUS

hts W MBs problem asset trend

12131105 1 12131106

8000s

•m Decembe

1213107

Delinquent Loans 3389 days 1793237 071 2836771 105

Nonperforming Loans 2880054 087 2740081 079

Repossessed Assets 239485 007 578385 017

Nonperforming Assets 3119539 094 331 8466 096

Special Mention Assets 863090 026 2064002 060

Classified Assets 2591527 078 3615955 105Class AssetsCore Cap + ALjL 1143 1481

4741615 189

6431861 197

1015127 031

7446988 229

2309424 071

8177767 251

3274

CE 06130108

5441790

10025164

1531807

11556971

2485122

12873646

WMB reported total chargeoffs of $381 billion through yeartodate YTD June 30 2008

$146 billion for 1Q08 and $235 billion for 2Q08 or 24 percent of average assets annualized

This compares unfavorably to the $241billion 075 percent of average assets annualized

reported for the year ended December 31 2007 and the $106 billion 030 percent of average

assets reported for theyear ended December 31 2006 As with problem loans most of the

chargeoffs are in the SFR portfolio which accounted for $32 billion of YTD chargeoffs

through June 30 2008

The Bank predicts a high loss case of $19 billion in residential mortgages before lost interest and

foreclosure costs Current performance tracking is in line with the high end of the Companysestimates at the time of the April capital raise At $1894 billion the residential mortgage

exposure includes $525 billion in option ARMs $607 billion in HELOCs and $174 billion insubprime loans

WMBs asset quality problems have materially affected the Banks earnings and they are

projected to have a continuing negative impact at least through the second quarter of 2009

OTSWMIBKRCY00000013

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OTS HIGHLY CONFIDENTIAL

West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 08551

September 25 2008

Page 6 of 10

iings

Primarily because of the asset quality trends in the SFR mortgage loan portfolios net income for

the Bank has declined considerably with nominal income reported for 2007 and significant net

losses reported through June 2008 The following table illustrates the affect of the decline in

credit quality on the earnings of the Bank The table displays key financial performance figures

for 2006 2007 and YTD June 30 2008

2006

°I°

2007

°lo

YTD 613008

°lo

lEA Yield 641 684 611

Cost of Funds 372 388 275

Net Interest Spread 269 296 337

Net Interest Mar in 257 280 313

Loss Provisions avg assets 023 096 755

Noninterest Income 242 225 074

Noninterest Expense 321 382 307

ROAA 100 008 407ROAE 1192 099 5219Note Except for yieldspread information and ROAE above ratios are expressed as annualized percentage

of average assets

Source OTS Uniform Thrift Performance Report U TPR

In the first and second quarter of 2008 the Bank recorded a net loss of $11 billion and $32

billion respectively The most recent earnings projection by the Bank forecasts an annual total

net loss of approximately $60 billion for 2008 While actual credit losses through the second

quarterof 2008 remained within the forecasted range a decline in housing prices beyond the

levels assumed could produce a material increase in credit losses further depressing the

projected negative earnings

Management predicts a return to profitability in the third quarter of 2009 In the meantime the

Bank continues to report core operating earnings of approximately $16 billion per quarter This

amount is insufficient to fully offset projected increased loan losses provide sufficient funds to

meet significant deposit outflows and supplement capital

Liquidity

Recent events have significantly limited the Banks ability to meet its operating liquidity needs

As of September 25 2008 the Bank projected that it had $134 billion to meet liquidity

OTSWMIBKRCY00000014

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OTS HIGHLY CONFIDENTIAL

West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 08551

September 25 2008

Pate 7 of 10

obligations A review of the sources that make up that total reveals that the Banks liqut

position is far less than the projected number suggests

The Bank estimated having $38 billion in cash and investments to meet liquidity obligations as

of September 25 2008 Core earnings are insufficient to supplement its cash base In addition

most of the Banks assets are not readily saleable Accordingly the Bank is dependent upon

borrowings from the Federal Home Loan Banks of San Francisco and Seattle FHLBSF and

FHLBSEA and Federal Reserve Bank of San Francisco to meet funding needs The Bank

projected that it

had borrowing capacity of $29 billion from the FHLBSF and the FHLBSEA

on September 25 2008 Also as of that date the Bank projected that it

had $67 billion available

for borrowing from the Feds discount window

Given the Banks current ratings and the uncertain value of the collateral supporting its

borrowings from both the FHLBs and the Federal Reserve Bank there is no assurance that the

projected funds will be available in the amounts and in the timing needed by the Bank to meet its

obligations The Federal Housing Finance Agency notified OTS that FHLBSF has agreed to

fund $05 billion on September 25 2008 but there is no guarantee that it will provide further

funds The Federal Reserve lowered the Bank to secondary credit status on September 25 2008

which resulted in an additional reduction of $1 billion in borrowing capacity Under secondary

status the Bank is subject to increased haircuts and pricing The Bank will also likely lose

access to the 28day term auction facility TAF program

Moreover even if available borrowings from the FHLBs are subject to system funding

constraints Under those constraints the FHLBSEA is limited to providing approximately $05

to $10 billion maximum advances per day on the remaining line Similarly should theFHLBSFdetermine that the collateral is adequate to supportcontinued borrowing by the Bank it is

limited to providing approximately $20 to $30 billion per day At this time it is uncertain what

if any additional advances the FHLBSF will make2

In addition marketbased funding sources are not immediately available to supplement liquidity

Sales of new unsecured debt and securitizations are generally unavailable Moreover most of

the Banks unpledged assets ie that are not now collateralizing the borrowings at either the

FHLBs or the Federal Reserve Bank are of either insufficient quality or lack documentation to

make them readily saleable Those that may be saleable require time to arrange financing and

sale

2For example the FLHBSF has informed the OTS that as of September 23 they will advance $ t billion to the Bank

for September 24 but will not commit to any further advances The FHLBSF subsequently agreed to advance $5CO

million on September 25 The FHLBSF also stated that they have received additional data on the loan cools

collateralizing the borrowings and are in the process of evaluating it for future lending decisions

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West Region Receivership Recommendation

Washington Mutual Bank Henderson N 08551

September 25 2008

8 of 10

Significant deposit outflows are compounding the liquidity challenge facing the Bank The first

significant deposit outflow occurred after the closure of IndyMac Bank W 1B lost

approximately $91 billion in interest bearing and small business deposits from July 14 2008

through August 6 2008 Thereafter the Bank had a net inflow of approximately $43 billion in

deposits through promotional deposit pricing at relatively high rates

Starting with the Banks disclosure on September 8 2008 that it entered into an enforcement

action Memorandum of Understanding with the OTS a more significant deposit outflow

started This outflow gained momentum following media speculationabout the future of the

company disclosures that the company was considering a sale adverse events in the financial

sector as a whole and further rating agency downgrades of the company and the Bank resulting

in a net deposit loss of approximately $187 billion between September 8 and September 24

2008

While the current outflow rate has declined from its peak itwill deplete the Banks available

cash resources and eliminate the Banks total projected liquidity in the short term absent

additional extraordinary events Given the Banks limited sources of funds and significant

ongoing deposit outflows it is highly unlikely that it

will be able to meet its operating liquidity

needs including paying interest on deposits

IV DESCRIPTION OF MAJOR PROBLEMSGROUNDS FOR TRANSFER

The OTS Director is authorized to appoint the FDIC as receiver for any savings association if the

Director determines that grounds exist under 12 USC § 1821c5 See 12 USC §

1464d2A The specific grounds applicable include

A The Bank is likely to be unable to pay its obligations or meet its depositors demands in the

normal course of business

As described above giventhe continuing significant deposit outflows from the Bank and the

limited and diminishing available sources of liquidity it is highly likely that the bank will not

meet its funding needs in the very near future As a result the Bank is likely to be unable to pay

its obligations or meet its depositors demands in the normal course of business Therefore in

accordance with 12 USC§ 1821c5f the Director may appoint a receiver for the Bank

B The Bank is in an unsafe and unsound condition to transact business

Pursuant to 12 USG § 1821c5C the Director may appoint a receiver for the Bank if it is in

an unsafe and unsound condition to transact business For all of the reason detailed above

including the Banks severe liquidity strain deteriorating asset qualityand conti

16

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West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 08

September 25 2008

Pafle 9 of 10

551

earnings the Bank is in an unsafe and unsound condition to transact business Therefore in

accordance with 12 USC § 182Ic5C the Director may appoint a receiver for the Bank

V ENFORCE ME l EIt ORY ACTIONS

OTS has taken the following supervisory or enforcement actions formal and informal with

respect to WMB

Cease and Desist Order CD On October 17 2007 OTS issued a CD order related to

weaknesses in WMBs Bank Secrecy ActAntimoney Laundering BSAJAML programs

Management has submitted a plan for compliance with the CD which OTS monitors as part of

the continuous exam process

Civil Money Penalty CMP On October 17 2007 OTS issued an order for CMPs totaling

$60448 related to WMBs violation of flood insurance regulations in its Commercial Loan

pup

Board resolution In response to a supervisory ratings downgrade letter from the Regional

Director on February 27 2008 the Board resolved on March 27 2008 to undertake strategic

initiatives to improve weaknesses related to asset quality earnings and liquidity

WMI Memorandum of Understanding OU On September 7 200$ WMI entered into an

MOLT Action items include 1 submission of a consolidated 3year business plan within 30

days for OTS review and nonobjection followed by quarterly variance reports and 2 a

contingency capital plan within 90 days

WMB Memorandum of Understanding On September 7 2008 WMB entered into a separate

MOLT Action items include 1 submission of a 3year business plan both base case and

stressed scenarios within 30 days for OTS review and nonobjection followed by quarterly

variance reports 2 a contingency capital plan within 90 days 3 a classified asset reduction

plan incorporated into the business plan 4 engaging an outside consultant to review risk

management practices 45 days and submitting a report to OTS 75 days 5 engaging an

outside consultant to review the underwriting process for the Home Loans Group 45 days and

submitting a report to OTS 75 days 6 submitting a report to OTS to address the consultants

recommendations within 30 days of receipt of the consultants reports 7 reviewing alerts for

the period April 1 2006 through June 30 2008 and filing SARs where required no later than

October 31 2008 and 8 ensuring that management corrects all OTS findings specified in the

Report of Examination and Findings Memoranda Within 55 days of the end of each quarter the

Board shall certify compliance with the MOU and submit a certified copy to the OTS

17

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West Region Receivership Recommendation

Washington Mutual Bank Henderson NV 08551

September 25 2008

Paae 10 of 10

CQNCLUSIO AND CONTACTS

Statutory grounds exist for the appointment of a receiver for the Bank We believe that the

appointment of a receiver for the Bank under these circumstances will protect the interests of the

Banks depositors and the Deposit Insurance Fund Therefore we recommend that the Director

take action to appoint the FDIC as receiver for WMB as soon as possible

The following personnel available to answer any additional questions

Name Title Phone

Benjamin D Franklin Regional Examiner 909 827 0066

James A Hendriksen Regional Counsel 650 746704I

Darrel W Dochow

Regional Director

Exhibit List Attached

18

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M MORAN13 OF UNDERSTANDING

ective Date by and between Washington Mutual Bank Savings

Association or WaMu OTS Docket No 08551 acting through its Board of Directors Board

and the Office of Thrift Supervision OTS or Agency acting through its West Regional

Director The Board agrees to take or direct management to take the actions set forth below to

address the supervisory issues identified in the OTS examination of WaMu completed June 30

2008

1 Business Plan

A Within thirty 30 calendar days ofthe Effective Date of this Memon

Board shall review and approve a comprehensive three 3 year business plan Business Plan

and submit such Plan to the OTS for review and written nonobjection The Business Plan shall

1 provide an analysis of the earnings profitability and stability of all existing and projected

business lines 2 present comprehensive business line strategic goals and objectives

3 provide a detailed financial forecast including a forecasted levels or ratios of Tier I Core

Capital and Total RiskBased capital for the Savings Association in the scenario reasonably

believed by management to have the highest probability of occurrence the Base Scenario

b forecasted levels or ratios of Tier I Core Capital and Total RiskBased capital in a scenario

where projected credit losses materially exceed those forecast in the Base Scenario the Stressed

Scenario c minimum levels or ratios of Tier I Core Capital and Total RiskBased capital for

the Savings Association and d plans under both the Base Scenario and the Stressed Scenario to

reduce Classified Assets The Plans submitted shall include supporting documentation for all

assumptions and projections

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Following receipt of the nonobjection of the OTS the Board shall immediately

the Business Plan The Board shall cause management to sr

deviate he Bur the OTS thirty 30 s prior to the

proposed date for implementation of such change unless the OTS waives such time period

WaMu may make such change only after the OTS provides its written nonobjection

C Management shall prepare and submit to the Board and to the OTS reports

regarding the Savings Associations compliance with the Business Plan including the Classified

Asset Reduction Plan on at least a quarterly basis within thirty 30 calendar days after the close

of each quarter starting with the first quarter after the Effective Date of this Memorandum Such

reports shall 1 detail actual operating results as compared with projected results and

2 provide an explanation for any material deviation The Boards review of the Business Plan

and related reports shall be fully documented in the Board minutes

2 Capital

A The Savings Association shall remain in compliance with the minimum capital

ratios contained in the approved Business Plan discussed in Paragraph l which shall provide that

in no event shall Tier 1 Core capital fall below 675 percent and Total RiskBased capital ratio

fall below 1125 percent

B The Board shall not declare a dividend or authorize any other capital distribution

as defined at 12 CFR § 563141 without the Savings Association filing a notice with the OTS

at least thirty 30 calendar days prior to the proposed dividend or distribution and receiving the

written nonobjection of the OTS

C The Savings Association shall review and revise as appropriate its methodology

for assuring an adequate level of Allowance for Loan and Lease Losses ALLL and shall

2134

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maintain such adequate levels taking into consideration the OTS findings specified in the OTS

D The Board shall review and approve a contingency capital plan and submit a copy

days of the Effective Date that specifies how

the Savings Association would continue to meet the minimum capital ratios contained in the

approved Business Plan under additional stress scenarios where loss and other projections

become materially incorrect

3 Classified Asset Reduction Plan

A The Savings Association shall incorporate into the approved Business Plan

discussed in Paragraph I a written comprehensive Classified Asset Reduction Plan The

Classified Asset Reduction Plan shall 1 set targets acceptable to the OTS 2 specify the

manner and methods for reducing the Savings Associations level of classified assets to the

targets set therein and 3 include supporting documentation for all assumptions and projections

B Management shall prepare and submit to the Board and the OTS variance reports

regarding the Savings Associations compliance with the Classified Asset Reduction Plan as part

of its reporting required by Paragraph 1C hereof

4 Risk Management

A Within fortyfive 45 calendar days of the Effective Date of this Memorandum

the Savings Association shall engage an independent outside consultant acceptable to the OTS to

review the Savings Associations risk management structure reporting relationships to

Management and the Board and related policies procedures and practices The consultant shall

identify the major credit market and operational risks ofthe Savings Association and assess the

risk measures limits and controls for

each3135

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Within seventyfive 75 calendar days of the Effective Date of this Memorandum

d

5 Asset Quality

A Within fortyfive 45 calendar days of the Effective Date of this Memorandum

the Savings Association shall engage an independent outside consultant to review the Savings

Associations underwriting process for the Home Loans Group including the verification and

boarding of customer information loan quality goals incentives to production staff monitoring

and addressing sources of poor quality loans use of automated underwriting systems fraud

detection and elevation and correction of internallyor externally identified process

shortcomings

B Within seventyfive 75 calendar days of the Effective Date of this Memorandum

the consultant shall prepare a written report containing findings and recommendations for asset

quality practices arising out of its review required by Paragraph 5A above and provide a copy of

the report to the Board and the OTS

6 Responses to Consultant Reports

Within thirty 30 calendar days of receipt of the independent consultant reports required

by Paragraphs 4 and 5 of this Memorandum the Board shall provide to the OTS its response to

each report including the actions proposed to be taken to address the specific recommendations

contained therein The OTS shall determine in its sole discretion whether the responses are

acceptable If the OTS determines that the responses are not acceptable the OTS shall provide

the Board with written comments Thereafter the Board shall after taking into consideration any

4136

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comments received by the OTS submit a revised response acceptable to the OTS within thirty

7

endar days of the receipt of such

let views and SAR Ff9s

A The Board shall cause mar g meat to complete by no later than October 31

2008 its review of all look back alerts generated during the period between April 1 2006 and

April 1 2007 all steady state tail alerts generated during the second half of 2007 and all

steady state alerts generated during the first two quarters of 2008 and to file Suspicious Activity

Reports SARs with the Financial CrimesEnforcement Network where required by the

Currency and Foreign Transactions Reporting Act the Bank Secrecy Act or BSA 31 USC

§ 5311 etq and the related BSA regulations issued by the United States Department of the

Treasury 31 CFR Part 103 and the OTS 12 CFR§ 563177 The Board shall require that

management certify to the Board immediatelyupon completion of all reviews and investigations

arising out of the look back and tail alerts that such reviews and investigations have been

completed and that all required SARs have been filed The Board will provide to the OTS a

copy of managements certification within five 5 days of receipt by the Board

8 OTS Findings

The Board shall ensure that management corrects all OTS findings specified in the

Report of Examination and in the Findings Memoranda from the OTS examination ofWaltMu

completed June 30 2008 by the specified due dates therein The Board shall receive written

reports detailing the status of the corrective actions monthly

9 Definitions

All technical words or terms used in this Memorandum for which meanings are not

specified or otherwise provided by the provisions of this Memorandum shall insofar as

applicable have meanings as defined in Chapter V of Title 12 of the Code of Federal

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an Act HOLA Federal Deposit Insuranc

f Fede l Re l ons

s used in this Memorandum and undef

r OTS Publications shall have mean

OTS

accordance with the best custom and usage in the savings and loan industry

10 Compliance with the Memorandum

A All policies procedures corrective actions plans programs and reviews required

by this Memorandum collectively referred to as Plans and Policies shall conform to all

applicable statutes regulations and written OTS policy and guidance that has been published by

the OTS or distributed by the OTS to OTSregulated institutions The Board shall cause

management to revise such Plans and Policies as required by the OTS The Savings Association

shall comply with all Plans and Policies required by this Memorandum including any revisions

or amendments required by the OTS or to which the OTS provided a written notice ofnonobjectionB This Memorandum requires the Savings Association to receive approval notice of

nonobjection ornotice of acceptability from the OTS for certain actions The Board affirms

that such regulatory oversight does not derogate or supplant each individual members

continuing fiduciary duty The Board shall have the ultimate responsibility for overseeing the

safe and sound operation of the Savings Association at all times including but not limited to

compliance with this Memorandum

D The Board shall require that Board minutes and Board Committee minutes reflect

fully all matters presented to and discussed by the Board at Board and Board Committee

meetings related to this Memorandum in accordance with 12 CFR § 563170c

E By the fiftyfifth 55th calendar day ater the end of each calendar quarter

beginning with the first quarter after the Effective Date of this Memorandum the Board shall

6

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and the Se

I

tinquiryof relevant information inc sensations or certifications frot

aMus management regarding the Savings Associations compliance with each provi

this Memorandum to the best of the Boards knowledge and belief during the immediately

preceding calendarquarter the Savings Association complied with each provision of this

Memorandum currently in effect except as otherwise stated If there are any areas ofnoncompliancethe Compliance Resolution shall 1 specify in detail how if at all full compliance

was found not to exist and 2 identify all notices of exemption ornonobjection issued by the

OTS that were outstanding as of the date of its adoption In the event that one or more directors

do not agree with the representations set forth in a Compliance Resolution such disagreement

shall be noted in the Board meeting minutes

11 Submission of Documents

The Savings Association shall submit copies of all required documents to

Mr Darrel W Dochow Regional Director

West Region

Office of Thrift Supervision

2001 Junipero Serra Blvd Suite 650

Daly City CA 940143897

Mr Dale R Blackburn Assistant Director

West Region

Office of Thrift Supervision

101 Stewart Street Suite 1414

Seattle WA 981412419

12 Miscellaneous Provisions

A Upon receipt of a written request by the Savings Association the Regional

Director may in the sole discretion of the Agency extend the timeframes and deadlines set forth

in this Memorandum by written notice of nonobjection to the Savings Association

7

oard shall provide a certified

dution shall provide that following a diligent

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co

iscretion to be

which it is subject or

auowrng the Savtugs

appropriate in ling the responsibilities placed upon it by law

C The provisions of this Memorandum shall remain effective except to the extent

that and until such time as any provision of this Memorandum is modified terminated

suspended or set aside by the OTS acting through the Regional Director

D The Board shall not adopt a resolution rescinding any obligations to comply with

the provisions of this Memorandum without the prior written nonobjection of the OTS

13 Counterparts

This Memorandum may be executed in counterparts

Signatures appear on next page

140

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IN WITNESS WHEREOF OTS acting by and through its Regional Director and the

Savings Association authorized and directed by the Board hereby execute this Memorandum as

of the Effective Date

OFFICE OF THRIFT SUPERVISION

By

Darrel W Dochow Date

Regional Director West Region

WASHINGTON MUTUAL BANK

By

Stephen E Frank Date

Chair

The undersigned Directors of Washington Mutual Bank attest that on September 7 2008the Board unanimously adopted a res€ilution authorizing and directing Stephen Frank to

execute this MOU on behalf of the Savings Association

David Bonderman

Thomas C Leppert

Charles M Lillis Phillip D Matthews

gnatures continued on next page

141

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OTS HIGHLY CONFIDENTIAL

SEP 82008 254PM TEXAS PACIFIC NO 156

IN WIT E S WHEREOF OTS acting by and through its Regional Director and the

Savings Association authorized and directed by the Board hereby execute this Memorandum as

ofthe Effective Date

OFFICE OF THRIFT SUPERVISION

By

Darrel W Dochow

Regional Director West Region

Date

WASHINGTON MUTUAL LANK

By

Stephen E Frank

Chair

Date

The undersigned Directors of Washington Mutual Bank attest that on September 7 2008the Board unanimously adopted a resolution authorizing and directing Stephen Frank toexecute this MOU on behalf of the Savings Association

David Bonderman

omas C

Charles M Lillis

ppertt

Phillip D Matthews

atures continued on next page

9142

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2008 1149 3032091906 LONE REE PAGE 0303

IN WITNESS WHEREOF OTS acting by and through its Regional Director and the

of the Effe

OFFICE OF THRIFT SUPERVISION

ByD

arr

el

W Dochow Date

Regional Director West Region

WASHINGTON MUTUAL BANK

Stephen E Frank Date

Chair

am a

The undersigned Directors of Washington M ttual Bank attest that on September 7 2008the Board unanimously adopted a resolution authorizing and directing Stephen Frank toexecute this MOU on behalf of the Savings Association

Alan H Fishman

Stephen

David Bonderman

Thomas C Leppert

Charles M LillisPhiliip D Matthews

atures continued on nextna

9143

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Sep 15 2008 544PM Cite of Dallas 214S700646 p2

IN WITNESS WHEREOF OTS acting by and through its Regional Di cto

Savings Association authori=d and directed by the Board hereby execute this Memorai

of the Effective Date

OFFICE OF THRIFT SUPERVISION

By

Darrel W Dochow

Regional Director West Region

GTON MUTUAL BANK

By

Stephen E Frank

Chair

Date

nd the

The undersigned Directors of Washington Mutual Bank attest that on September 7 2008the Board unanimously adopted a resolution authorizing and directing Stephen Frank to

execute this MOU on behalf of the Savings Association

Alan H Fishman

Stephen E Frank

Charles M Lillis Phillip D Matthews

Signatures continued an next page

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Z04 311 213 0

IN WITNESS WHEREOF OTS acting by and through its Regional Director and the

Savings Association authorized and directed by the Board hereby execute this l iemorandum as

of the Effective Date

OFFICE OF TFT SUPERVISION

By

Darrel W Dochow Date

Regional Director West Region

WASHINGTON MUTUAL BANK

By

Stephen E Frank Date

Chair

The undersigned Directors of Washington Mutual Bank attest that on September 7 2008the Board unanimously adopted a resolution authorizing and directing Stephen Frank to

execute this MOU on behalf of the Savings Association

Alan H Fishman David Bonderman

Stephen E Frank Thomas C Leppert

Charles M Lillis

Signatures continued on next page

91

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09082008 1343 FAX 509 534 3839 CENTRAL PREMIX CORP

Michael K Murp

Stephen I Chazen

Orin C Smith

Regina T Montoya1

01

46

Margaret Osmer M1cQuade

William G Reed Jr

James H Stever

a002003

OTSWMIBKRCY00000150

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d

Stephen I Chen

Orin C Smith

Regis T Montoya

147n•RqGrR09 apenooW Rajej WUL• = I Boca so Jas

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20080908 0714ai FromCPC LA President 4 CFO

Michae Murphy

810 443 8812 7522 P003003 F223

d Jr

Orin C Smith

Regina T Montoya

10

Ja

me

s H Stever

148

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OTS HIGHLY CONFIDENTIAL

SEF092006 1622 SIMPSON 206 224 5470 P0303

Michael K Murphy Margaret Omer McQuade

tephen I Chazen

Orin C Smith

Regina T Montoya10149

awes H Stever

TOTAL P03

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p 15 08 1038a Orin Smith 1234567

Michael K Murphy

Stephen 1 Chazen

Regina T Montoya

150

Margaret OsTnerMcQuade

G Reed Jr

ames H Stever

p1

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OTS HIGHLY CONFIDENTIAL

Sep 08 08 0643p Jim Stever 425 392 3748 p2

I K Murphy Margaret Osmer McQuade

Stephen L Chazen

Orin C Smith

Regina T Montoya

William G Reed Jr

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09092008 1153 2148260741 WORKRiLES

Michael K Murphy

f I Chaaen

Orin C Smith

Io

Margaret Osmer McQuade

William G Reed Jr

ver

152

PAGE 02

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Augello Frances

FromSentToCcSubject

Fran

Jim asked me to send

Ben

Franklin Benjamin D

Thursday September 25 2008 1159 AMAugello Frances

Hendriksen James AFW Saleable assets

OriginalMessageFromFreilinger Peter ea lltopeterfreilinger wamunetjSent Tuesday September 23 2008 550 AMTo Franklin Benjamin D Stearns Steve Bjorklund BobCc Doperalski Cathy L Bisset John K Wu Vicky Smith ChadSubject Re Saleable assets

Ben

Note that the pool Robert mentioned is actually not particularly saleable its simplyunencumbered in other collateralized borrowing programs The quality of that collateralis generally quite poor or else documentation issues exist that would preclude easy saleor transfer

Our most easily saleable collateral pools consist of about $2bln in MERS electroniccollateral file registry SFR loans and the roughly $8bin in performing subprime loans inWM Specialty Mortgage Finance Steve can give you more pool level detail on those butthey would require ab out 30 days to turn around and finance

Otherwise we could sell traditional SFR loans or MF loans as long as we maintain assetcoverage at the FHLB We have some excess capacity there obviously loan sales would eatinto that capacity but to the extent we generate more proceeds than current haircutlevels we would increase liquidity

It would be possible as well to free up the collateral associated with the WM PreferredFunding program This would require a regulatory order to convert the current WMPreferred Funding series into their associated series of WMI preferred stock which isdesigned typically to occur only in PCA It would also significantly increase the netdividend cost after tax but it would release the closed end 1st lien FELOC hybrid ARMand option ARM collateral in the program I believe the current balances there are around$9 billion Vicky can get you more information on the collateral and the program exchangedynamics

To the exte^ there was liquidity in the securitlies markets we could also sell CMBS ourcorporate and our muri bond portfolios We use some of those for Fed capacity butgenerally do not draw on it and those portfolios in aggregate represent around $7bill io

is makes sense

crrglnal messageFromBenjamin D <penjeminfranklinotstreasgov>To Freilinger Peter Stearns Steve Bjorklund BobCc Doperalskr Cathy L Bisset John K <johnbissetotstreasgov>

2008

1269

OTSWMIBKRCY00000278

HIGHLY CONFIDENTIAL

Restricted For Use in Connection with Plan Confirmation Only

Page 268: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

OTS HIGHLY CONFIDENTIAL

Peter Steve Boo

Peter I understaso I have address Steve and

on a well

to help us

served vaca

n you absenion if so bon voyage

We would ake aisting of all such assets including the current book and market valuethe likelihood that these could be sold if cant sell explain why estimated proceedsitent sale and gnat impact this would have on capital and liquidity

Give me a call is you need further details

Thanks

Ben

270

OTSWMIBKRCY00000279

HIGHLY CONFIDENTIAL

Restricted For Use in Connection with Plan Confirmation Only

Page 269: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

OTS HIGHLY CONFIDENTIAL

Augello Frances

FromSentToCcSubject

Fran

Jim asked me to send

Ben

Franklin Benjamin D

Thursday September 25 2008 1159 AMAugello Frances

Hendriksen James AFW Saleable assets

OriginalMessageFromFreilinger Peter ea lltopeterfreilinger wamunetjSent Tuesday September 23 2008 550 AMTo Franklin Benjamin D Stearns Steve Bjorklund BobCc Doperalski Cathy L Bisset John K Wu Vicky Smith ChadSubject Re Saleable assets

Ben

Note that the pool Robert mentioned is actually not particularly saleable its simplyunencumbered in other collateralized borrowing programs The quality of that collateralis generally quite poor or else documentation issues exist that would preclude easy saleor transfer

Our most easily saleable collateral pools consist of about $2bln in MERS electroniccollateral file registry SFR loans and the roughly $8bin in performing subprime loans inWM Specialty Mortgage Finance Steve can give you more pool level detail on those butthey would require ab out 30 days to turn around and finance

Otherwise we could sell traditional SFR loans or MF loans as long as we maintain assetcoverage at the FHLB We have some excess capacity there obviously loan sales would eatinto that capacity but to the extent we generate more proceeds than current haircutlevels we would increase liquidity

It would be possible as well to free up the collateral associated with the WM PreferredFunding program This would require a regulatory order to convert the current WMPreferred Funding series into their associated series of WMI preferred stock which isdesigned typically to occur only in PCA It would also significantly increase the netdividend cost after tax but it would release the closed end 1st lien FELOC hybrid ARMand option ARM collateral in the program I believe the current balances there are around$9 billion Vicky can get you more information on the collateral and the program exchangedynamics

To the exte^ there was liquidity in the securitlies markets we could also sell CMBS ourcorporate and our muri bond portfolios We use some of those for Fed capacity butgenerally do not draw on it and those portfolios in aggregate represent around $7bill io

is makes sense

crrglnal messageFromBenjamin D <penjeminfranklinotstreasgov>To Freilinger Peter Stearns Steve Bjorklund BobCc Doperalskr Cathy L Bisset John K <johnbissetotstreasgov>

2008

1269

OTSWMIBKRCY00000278

HIGHLY CONFIDENTIAL

Restricted For Use in Connection with Plan Confirmation Only

Page 270: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

OTS HIGHLY CONFIDENTIAL

Peter Steve Boo

Peter I understaso I have address Steve and

on a well

to help us

served vaca

n you absenion if so bon voyage

We would ake aisting of all such assets including the current book and market valuethe likelihood that these could be sold if cant sell explain why estimated proceedsitent sale and gnat impact this would have on capital and liquidity

Give me a call is you need further details

Thanks

Ben

270

OTSWMIBKRCY00000279

HIGHLY CONFIDENTIAL

Restricted For Use in Connection with Plan Confirmation Only

Page 271: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

OTS HIGHLY CONFIDENTIAL

Page I of 1

Augello Frances

From Hendriksen James A

Sent Thursday September 25 2008 1158 AM

To Augello Frances

Subject FW Ending Liquidity Totals for 922

Importance High

From Franklin Benjamin D

Sent Monday September 22 2008 558 PMTo Reich John M Polakoff Scott M Ward Timothy T Quigley Lori G Dochow Darrel W Blackburn Dale RBrickman Michael R Chow Edwin L

Cc Bisset John K Rook Christopher D Hendriksen James ASubject FW Ending Liquidity Totals for 922Importance High

The table below is the Banks estimate of Liquidity sources The earlier table sent out that estimated $2078 in

available sources was put together by George Doerr FDIC The difference is that George discounted the Banksestimated available line from the FHLB SF from $85 B to $10 billion because of the uncertainty at presentregarding whether the FHLB will continue to advance funds We understand that WaMu is still in discussion withFHLB SF in this regard and do not yet know how this will turn out

Ben

From Bjorklund Bob mailtobobbjorklundwamunetSent Monday September 22 2008 537 PMTo PatrickJLoncarsffrborg JudyPlocksffrborg Bisset John K sfunarofdicgov Franklin Benjamin DRook Christopher D

Cc Freilinger Peter Stearns Steve Doperalski Cathy LSubject Ending Liquidity Totals for 922

Sources Friday Today

919 0922

FHLB $161 $135DW $92 $92

Repo $4 $4

Ffds $025 $025Cash $62 $46

Ffds 517 $08

DNs$16 $161MM $29 S22Rev $00 $00

Total $322 $280

CommentaryWe had $2B in advances settle $500mm u

down

in

the morning Redeemed $650 fror

morning And when you t

Please email we with al

9252008

as a reduction in capacity due to some price changes at SF We will be chasing that

Is and left 5800mm on deposit in

the fed account to ensure the ACH wiresget sent out in the

in

ffds sold you have the drop in capacity from Friday

272

OTSWMIBKRCY00000283

HIGHLY CONFIDENTIAL

Restricted For Use in Connection with Plan Confirmation Only

Page 272: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

HIGHLY

OTS -- HIGHLY CONFIDENTIAL

...., lVI1N1QI..:l:-·~O) (iN1 31'1Aib'd A1LJ!H1S

OTS-WMI-BKRCY-00001016

Page 273: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

HIGHLY r.OI\lFH1FN

OTS HIGHLY CONFIDENTIAL

V1 ------- ~---------------------"- ~

lS-;M lJJ"Oi:ld

OTS-WMI-BKRCY-OOOO1017

Page 274: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

"" ,

"' "' ~

r

w

" ,L

~

Headquarter:;:

MarKet capitalb:ation

EfllIloyees 49,403

TotatAssets lmanaged) $346,313

$24,51!4

C:allfornfa

Option Arms 558,870 Florida

Prirre Horne Equity 60,962 Texas New York

Subprime 18,617 Washington Other 63,267 IUina!!') Total Oregon

Multifamiti 31,754 New Jersey

Comrnercial 1,880 Georgia

Credit card (managed) 27,231 Arizooa

Goodwill &. I ntangib!es 7,675 Cobrado Nevada

MSRs 6,278 Utah Cash &; Securit ies 45,096 Idaho Other Assets 24,683 Connecticut

Total Assets (managed) 1

>''''''"'''='''':'';:0-"

Source; SNL financial, FactSet Note: M.arket data as of March 26, 2008, Financial data as of December 31, 2007 ! GAAP assets of 532Sbn

0 -I Ul

I -Gl I

'< n 0 z ;:!l 0 m Z

266 -I -249 » r

215 186

144

105 86

b8 64 40 37

l4 22 13

PROJECT WEST 2

Page 275: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

,0

w

" V

"' 0

'" ,e

Arm;

Prim? Home

Other

Total

Corrrrercial

Credit card (l1l,"a,~e,d)

Goodwi[ & inta",: lb."

MSRs

Cash &: securities

Other .. ",ts .

Totalassets (managed)

T~"";<hle common equity

Total (ammn

TeE/TA'

60,962

18,617

63,267

,716

31,754

27,231

7,675

6,278

45,096

24,683

3

23,718

4.69%

TCE/Tangible managed assets of 3.9%

$13,964

4.36%

Wholesale

FHlB Other borrowin!,!s

Trust ore'ferred

Other Habinties'

Total.abilities

Preferred

Common

Total Habibties &

12.131 $13,517

21,192

4.22%

22,604

63,852

62,279

1,230

$321,729

3,392

21

$346,313

PROJEO WEST 3

~ I G) I

'< n o z ;!l o m z ;j l> r

Page 276: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

s

Line of business

Card services 165 724 540 Commerdal 462 396 315

Home loan (50) (2,4601 0 Other 200 -I

U1

Total I ~

Gl I r::;:

Noninterest income

T otat revenue

Provislon for loan losses $816 Total noninterest

Total expense $13,910

Pre~tal( proHt $4,710 $309 Taxes 1,656 376

Income from contlnuing operations ,.")

Income from discontinued operations $38 $444 SO 5: Net income

~

u ~

Note: as of D;:cember 31, 2007 , 1 Includes minority interest expense ()

~

~ .,JIIIFIV11Ui !:;jIGII \.J PROJE'CT WEST 4

Page 277: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

'"" ~"

I", i

3:! ." i '-' w

<0 ~

0"

Provision 1

Pre~orovision incomE.' 1.751

Net income to common

EPS

Common T",noih!p comrron

TCE/TA 4.2%

shortfa~' 51

Source: W6t management I Midpoint of $1.8 2,0 biUkm guidance given OIl 4Q conference caU • Versus. 4.15% target TCEITA j At 12131/07 a 4.75% refITA target required $15,211 of TCE

0 1.635 -I

!fl

::J: -Gl ::J:

(1.66) '<

11

4.0% 3.8%

PROJECT WE'ST 5

Page 278: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

HIGHLY CONFIDENTIAL

OTS -- HIGHLY CONFIDENTIAL

LS]N, .!...)](Odd

OTS-WMI-BKRCY-OOOO1D22

Page 279: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

OTS -- HIGHLY CONFIDENTIAL

OTS-WMI-BKRCY-OOOO1023

Page 280: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Prime Home 63 3 ~ if)

Prime Mortgage 55 2 2 12 22

Sub Prime 1 st lien 7 37 43 I

35 5 ~

Gl

Sub Prime 2nd lien 34 66 67 77 76 I r:;:

Total 3% 6% 23% 35% n 0 z " ~ 0 m z ;:j J> r

,-~,

;;

,-u

-, 0 ,< Q

PROJECT WEST 8

Page 281: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

>,

~I " '.J ~

0 ~

0.

• Accrual rate each month

• Minimum Oilvment adjusts year

• Monthly payment oplUo/lS

~ Minimum {selected of borrowersl

~ Interest

C"rt~ilinp {f,,<ter amortization, typically 15

• Recast ~ Earlier of 5 years or amortization

cap

Increase in minimum can substantial

• Jmentation; most ARMs limited

• Preo"vmpnt: many Option ARMs have pr.ep,lyrneinl

• 2/3 rds

• Primary risks:

.. shock at recast

.. Increased leverage

• Recast and magnitude driven

" Intra minimum payment rate and amortization

30 versus 40

iii

.. Interest rate "paths" and spreads

" the

.. Borrower behavior

Preoilliment (refinancing, property

• Limited history, in context to the current

less

environment. makes it very difficult to future

I

intro rates 1

PROJECT WE5.T 9

~ (fJ

::r -Gl I

'<

;;;;::: -'

Page 282: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

~

3

r v

~

~I ,

Consumer mort282e

Home

f1n.tinn ARM

Other

Home 1st lien

Home EQuitv: 2nd Lien

Subnrimf' Channel

SubPrime: 1st Lien

SubPrime: 2nd lien

Totalliome Loans 8:

Sourte: West management p""""tatio"

$1

862

757

6.3% 1.5

2.0% 10.8

13.2%

28.9

, . ,

40.5

PROJECT WEST 10

~ Ul

::c -Gl ::c '< n 0 z ;:n 0 m z -1 -:<> r

Page 283: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

a -l Ul , ~ :;: ~ , (JJ

A

i!i -< , 0 0 0 0 .... a N

"

f-~

" '" ~

u

4' ~

0

'" 0.

Home

Prime MortoaQe

Total

• ,~

1 ru,sumes , As.sumes

CAft &

FL

13.1

21.4

..-

/)9, , n"', V c --.;;..<:'

'" e;? ~~ ~ ,

11,700

6,417

--'.'

'?' if

19.2

34.5

PROJ[CT I'/<IT

a -l (f)

:I -Gl :I ~

11

Page 284: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

HIGHLY

OTS -- HIGHLY CONFIDENTIAL

I § ~ ~ 0

~

11 ~ t i E .~ ~ .. ~ ]! ~

€ l: I ~ ~ " ' -l .l: z

1£ w • ~ • u u

~

~ 1;1 ~ '" ~

~ ~ ;;: ci '" ~ ~ a ~ ~ ~ .

;;; .;;;

M II ~ N ~

~ ". II ::l ~ i ;:;- .. e I;! ~ ~

-'j; s· ;;:

~ M § N "

~

g i ~ g ~ oJ i " '" "

~1

i ~ ~ II

i ~ .~

~ ~ e i ~ ~

~ I ii ,

~ .~

~ .$ 3

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.~ • ~ .~ ~ ~ ;0 0 .~ :j • " ~ ~ > g ~ z i£ " w j! 0

~ ;e z u u

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Page 285: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

w

3: ,... v ,,, . , o oc ~

Revenue

ProvIsion

NorHnter-a.t e;(~

Minority Interest ex~e

f're-taJol incQmt

Ml'tm;;:!.X'I!e

"'" CQI11n::l11 equity

hngiD!.f. c!}mwn equity

TCE! TA

Cllpitaldeiitiel'lty I (lJ~ioo'

$14,928 515,418

15,500 5,000

a,no 8,105

lOS )"

19,0'97) 2,008

(56A2) 51.46

S15.523 516,543 1,96(:, 9,0$4

2.74% ),26%

$tS,76a

],700

8,11)

lOS

3,650

~Z.52

513,117

10,6\1~

3.92%

Revenue

"'''''''100 Noo-ifltff€'1t a;;pe1'l~

Mln«lty interest expens-e

Pre-till( income

Net Income

El'S

COll11ll'OO equlty

Tangible corrrron equ[ty

mlTA

$1",9lR

'1011,300

a,220

lO>

{$2.80)

$'11:.,]15

8,Hl5

)"

W'i,n8

7,<00

8,10

lOS

"0,)" / {SO.OfI)

$'14,)87 SH,563

8,758 1,074 6/.$5

.",j.<ti."" do not account for im::reased r;on-accrualloans; and Assumes no dNidend in 2008, $0.30 in. 2[){)'11 and 30% payout ratio from to West's outstanding $3.0bn of Series R Coovertlble S.tQtm of REIT Preferred and SO.5bn of preferred would add ~2.6% to TCE/TA. Assumes, 00 share buyback • I Above 4,]5% TCEJTA

PROJECT WEST 13

~ :c Gi I

'< n o z :::l o m z ;::j

f'.

Page 286: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

0"

~

" u

;1

-$1

Tangibte corrunon equj~

1'2131/07 Tangtbte common equity

less: 2008 tosses and dividends 12/31 J08 Tangible common equity at dosing

Adjustments Credit lmpajrment

loan reserve adjustment

Conforming LlR

Purchase Accounting

Pre-tax

($20,415)

6,631

(2,414)

r $13,517'/

./

After~tax

4,377

(1,593, (1,326)

($11,023,

(51,646)

Park capacity is, futly utiUzed

1213112008 Total assets Risk weighted assets at ctosing t

Capital requIred at 8.0%

West qualifying hybrids!

Tier i needed

Hybrid capacity

Reduce Park balance sheet Common issuances

5197,585 213,560

~ I

Gi I !:;:

Page 287: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

HIGHLY CONFIDENTIAL

OTS -- HIGHLY CO,NFJIOENll

co --' :I: IJ..

C

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'" >-U It! ::I c:r <l! (I) ....

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• • • • • • •

lSJ/'.:\ 1)3rO}Jd

OTS-WMI-BKRCY-OOOOI031

Page 288: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

CONFIDENTIAL

OTS -- HIGHLY CONFIDENTIAL

B

lSJN,lJ3fOdd

OTS-WMI-BKRCY-00001032

Page 289: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

HIGHLY

OTS -- HIGHLY CONFIDENTIAL

'~J:,\ IJ]rn}10

OTS-WMI-BKRCY-00001033

Page 290: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

I

Ncvada 1 2 37 63,683 36.2% 43.2~

New York B 235 15,691 2.3% 664 211,318 31.7%

Washington 2 1&\ 13,002 12.3% 12.4% 0 -1

Florida 5 266 11,880 3.2% 59 13 568 19.4% IJl

Texas 7 ,.9 9,062 2.5% <00 63,1.45 18.8%

Oregon J 'OS 5,696 11.9% 18.:;% ::c ~

New Jer'£.ey ,2 8. 3,lOO 1.6% 8 ,64 7,052 16,4% Gl I

Hlinois l3 ,44 1,373 0.4% 2 :147 38,619 12,1% ':( Ari:1;ooa 11 64 1,12-4 1.4% 236 19,187 24.0% n U[ah • :14 Il4S 1.9% J 14 5,159 4!LZ% 0 Georgia '8 68 75. 0.4% 20.3%

:2 -n

Idaho 8 22 m ~

3.6% 10.0% 0 Colorado 2. 4<l 498 0.6% 5 87 3,951 17.6% m

:2 Connecticut 42 13 166 0.2% 7 41 111.2% ;:l ather NA 1,143 HA ;t>

r

0 1 Single branch in NV holds S62.4M of

-1 Source: SNl DataSourc.e (Brandl data a£ of 3/25108, deposit data as of 6/30(07) IJl , ~ 3: ~ , OJ A ;0 ~

() .<0

-< , '" a

0 0 0

,~

,... a w w .j> 0

v;

'" ---- ---- -- ---- - - -PROJECT yJEST 18

Page 291: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

w

30

v

u ~

~

1

Rank 1 Bank of America 1,002 13.8% 20.7% 1.6%

2

3

4

5

2. Welts Fargo & Co. 1,030

5 Citigroup

Lo!!. Angeles-long Beach·Santa Ana

San Francis.co·Oaktand-fremont

San DlCgo·Cartsbad~San Marcos

San Jose-Sunnyvaie-Santa Clara

Riverside-San Bernardino-Ontario

167

382

13.2 4.3

3.1

1.8 4.1

Source: SNl Financial (Branch data as of 3125/08; deposit data as uf 6130/07)

14.2%

5.3%

2

4

3

3

2

114,885 15.4% 5.0%

41,715 5.6% 8.5%

249 $33,258 11.1%

93 11,371 6.6% 26.5%

75 1,184 15.6% 16.9%

36 4,916 9.4% 24.0%

48 4,789 12.4% 21.1%

PROJECT WE)"f 19

~ I

Gi I

'< () o :2 ;!1 CJ m z ;::! :» r

Page 292: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

:l11il .. a I"rg"$< :L1I IiIS,,: S.II Diego-it., I,ti.(j- 'on iii., ."', !Jill 8ra~

1 Sank of America 7. 12.2% $7,913 16.9%

2 WeHs Fargo &: Co. 100 16.4% 7.734 16.5%

4 UnionBanCal 60 9.9% 4,434" 9.5%

5 Wachovia 11 1.B% 2,632 5.6% >-.0

'" " Source: SNl DataSource (Branch data as of 3125/08, deposit data as of 613(107)

,-u w ~

C

'" '"

2 Sank ot America

4 (america

5 SVB fimmciat

61

13

2 3.5% 0.5%

~ I

Gl :r: !:(

10,309 19.6%

3,579 6.8%

PROJECT WEST 10

Page 293: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

i

Wachovia. 765 13.3% 19.4% Miami·fort Lauderdale-Pompano

2 Sank of America 665 11.6% 67.008 18.2% Beach J 125 $8.804 5.9%

3 SunTrust Banks 562 9.8% 1l.Il8J 9.2% Orlando-Kissimmee 5 49 1.688 5.4% Q 4 Regions financial 4JO 7.5% 17,679 4.8% Palm Bay-J!Aetbourne-Titusville 5 12 477 6.6% Ul

Port St. Lucie 13 44 JIl4 0.9%

Tampa-St. Petersburg-ClearWater 9 6 269 3.6% I

Sebastian-Vero Beach 10 , 77 2. 1% G) I

$an.!sota~Bradenton·Venice 3J 12 69 0.4% '=< Lakeland 12 10 66 1.2%

Deltona.-Dayton Beach·Ormond Beach 22 2 45 0.5%

f-Branch

Bank of America ,36 1 U.S. Bancorp 2 Welts fargo Ii Co. 12a 11.6% 5.946 11 .. %

3 U.S. Bancorp 186 9.7% 8,225 7.8%

4 KeyCorp 153 7.9% 8.00 7.6% 4 Bank 6'f 'Arrieri6i' Il8 8.0% 5.680 11. il%

5 Welts Fargo 6: Co. 159 8.3% '.412 7.0% 5 Umpqua Holdings 70 6.3% 3.466 7.2% ~

"' w

" 5ource~ SNL DataSource (Branch data as of 312.5/08, deposit data as of 6/30/07)

r u ~ -. 0

'" ~ ~_~_n ~~ .. _.~ ~ ~

21 PROJECT WEST

Page 294: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

. 1

2 H5BC '91 7.3% 70,468 10.1% 2 Bank of America 463 ... % 46,743 ,3.4% 0 3 Citigroup 259 ... % 51,425 8.2% l Wells Fargo fr Co. 564 ',J% 28,144 ',7% -I

Ul 4 Sank of America m 7,0% 37,727 5,4% 4 Banco Bilbao Vizcaya 329 .,.% 20,904 5,8%

5 Capital One Financial 285 """ 34,563 5,'" 5 Wachovia 221 J,2% 12,248 J,4% I ~

Gl I

'<

, Banll, Of America 397 11,8% 534,l<l4 16.4%

2 Wachovia m 9.6% 28.749 13.8% Bank of America 220 4A% ] Toronto-DomInion m 9,6% 26,213 12.5% 2 Pall< 347 6,9. 38,619 tL8%

4 PNC Financial m W.O"A:\ 18,281 '.7% ] B.V..O Financial 184 3,6% 19,116 8,9%

5 Hudson City Sancorp 91 2.7% 12.732 td% 4 NatiooatCity 183 3.6% 12,982 4.'" ;AI JPr,t>-:'fQ:rmaC:~I~, ->·",·l!ilJ--, " ::" 1.4 ui ,\AQ.lljjlc,,:":,".;~,9li .'; 5 Northern Trust ,. 0.4% 8,950 1,7%

v,

>: e-u

• 0 Source; 5NL DataSource (Branch data as of 3125/08, deposit data as of 6130/(7)

'" '" ilPMnrft!!ln rIO PROJEC T WEST 22

Page 295: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Network

U.S. Households 4<1.9% 24.4% 25.1% Z3.6% 30.3% 12.4%

Households 74.8% 33.4% 4<1.3% 28.4% 58.6% 11.6% ~ Ul

Average Income $72,809 $74,238 I ~

G)

Businesses 53.4% 25.5% 27.9% 26.7% 32.7% 13.5% I ':(

Total # of Branches 5.598 3.054 3.068 3.058 2.229 1.762 0 ~

Growth (2006-11) ~

m

5 Year Growth 3.5% 6.7% 5.5% 5.8% 6.8% :;;:

% of Population Growth 17.7% 36.2% 26.1% 38.3% 16.8%

% of Hisoanic Growth 30.1% 47.1% 30.0% 53.7% 15.9%

.--".,---------

1 Branch count before consolidations; assuming 440 consolidations branch count would be 4,843 ~

0 Note: Analysjs based on 3 mite radius around each branch; assumes 00 new branches after July 2007

W

;;

U

W

~

0

" ~ PROJECT WEST 23

Page 296: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

~

~

w ;::

r u w

C oc ~

./

Retail Banking $4,428 $1,329 $0 $1,329 30.0% 30.0%

Home Loa.ns 2,472 951 285 1,236 38.5% 50.0% Card 1,245 370 267 637 29.7% 51.2% Commerdal 282 60 0 60 21.3% 21.3% Corporate/Other 475 254 0 254 53.5% 53.5%

Total

lnvestments in fA5- &. Business and Counmerdal Bankers ($472)

Netchangeln U]· _.·~1~1 __________________________________________________ ~~ ____________ .

, Total N:lE less intang.ible a.mortization and 4Q goodwtU tmpairment charge (Of'Mortgage Banking 1 iIO"i!" reaU:;;:<ed merger saving::. as of 2011

2011

PROJECT WElT 24

0 -l Ul

:r: -G) :r: '=< n 0 :z '11 -0 ~

Page 297: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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~

r V

.. ., ~

01 "'[

Home Lenrl1nD

Commerdal

Card

Corp Staff

Entire Population

1 Initia! populatioo inch.lde-s employe-es and contractor.;.

Adds tQ Staff irH:h..ld~: 500

500

Flnandal Advisor:;

Business

c. ! JPMnlfnan t"'111

11,689

1,373

4,131

50,525

(5,779) 0 5,910 ~ IJl

(193) 0 1,180 I ~

G)

3,012 I

~

(1,014) 0 1,118

(15,467) 1,450 36,508

~----

Page 298: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

0 -l IJl , :;:: 3: ~ , OJ

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" a a a a

v ,... 0 w .j>. IV "',

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• Broad team of Park business leaders and due

'" Retail" Commercial (Miacliin).

• Three in person meetings in Seattle. Extensive on-line MUlUp,e follow up conference

• LOB, credit and TaO had one· on-one meetings their co,mtE!rpa

• analllZed for real estate, commercial and card portfolio as well as "'Meed nnrtfnlin

• Each LOB CommerCial) has a sheet which has been combined with inputs from Treasurv. CIO

• Detailed regulatory and litigation

• • Internal and audit

• items

of its income statement and balance

~"' L7' IYI

~~ ,",Q

PROJECT WEST 26

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Page 299: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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Page 300: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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Page 301: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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Page 302: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

HIGHLY CONFIDENTIAL

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Page 303: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

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OTS-WM I-BKRCY-00001047

Page 304: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

WaMu Investment Review

New Investment

TPG Highlights

On April 8 2008 TPG signed a definitive agreement to invest $2

billion in WaMu as the lead investor in a $7 billion capital raise

Investment is representative of TPG thesis on premium value

of deposits and culmination of 6+ month firmwide proactive

effort targeting finance services assets

TPG well positioned vs other sponsors given its historical relationship

with WaMu and CEO Kerry Killinger

Experience investing in financial services assets and banks

specifically allowed us to complete diligence very quickly including

an extensive review of WaMus mortgage portfolio

TPG value added to WaMu

Encouraged management to raise a sufficient equity capital

cushion ultimately resulting in $7bn raise

After setting the terms of the deal TPG as the sole sponsor

marketed the deal to other investors Lead to an incredibly

successful and oversubscribed offering

Key Transaction Terms

Committed Capital $20 billion

BuyIn Price $875

Common Shares 2286 million shares

Warrants 25 warrant coverage or 571 million warrants

Warrant strike price of $1006 115 of buyin

price

Pro Forma Ownership 13 basic ownership

Board of Directors David Bonderman to join Board

Larry Kellner to serve as observer

Placement Fee 25 or $50 million

Reset Provision 18 months duration triggered in the event of a

down round or down sale

Warrant strike price resets in the event of a

down round down sale

WaMU

Stock Price Performance Last Two Years

$5000

700

600

500

400

300

200

100

0

TPG BuyIn =

$875 14 Discount

$800 21 Discount w warrants

MR

> C 5 0 Q V > 0 C0 C6 7 N O N 6 N O Q 6 7

Q n O Z 0 LL • Q

awA

TPG Announced

Capital Raise

I

0 Q V > 0 C T6 6

Q co 0 z 0 U$4000

$3000

$2000

$1000

$000

0

Confidential TP000002318

HIGHLY CONFIDENTIAL

Restricted For Use in Connection with Plan Confirmation Only

Page 305: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

WaMu Investment Review

New Investment

Investment Thesis

Security Offers Compelling RiskReward Profile

25 warrant coverage at 115 of our common equity buyin price

offers incremental upside economics

18 month reset provision

14 unadjusted buyin discount 21 discount including value of

warrants

Strong Retail Banking Franchise in Attractive Markets

Sixth largest US bank thrift in the US with over 2200 branches

Powerful national retail banking brand with innovative products

such as signature free checking

Attractive footprint California Florida and NYC projected to grow

households at 16x the national average

Significant Opportunity for Operational Improvement

Management estimates significant incremental opportunity for cost

savings in the nearterm

Introduction of highly complementary products could drive deeper

household penetration within the retail bank

David Bonderman will rejoin the Board of Directors and Larry Kellner

will take an observer seat

Attractive Valuation and Exit Multiple Upside

Need for capital and valueadded partnership created opportunity to

invest substantial capital at a significant discount to longterm

trading averages

WaMus strong brand and positioning in high growth markets make

it an attractive acquisition target for larger banks

Strategic interest could generate exit multiple upside

Strong Earnings Power

We believe that WaMu has the potential to generate substantial

earnings in a more normalized environment

Such an earnings base would yield an attractive valuation several

years down the road even with conservative multiples

Experienced Management Team

Kerry Killinger CEO has 32 years of industry experience 26 years

at WaMuKillinger has significantly upgraded the ranks of his direct reports

with several individuals with over 20 years of industry experience at

large financial institutions

Depository Landscape

1 Bank of America $633B

2 JPMorgan Chase $440B

3 Wachovia $393B

4 Wells Fargo $292B

5 Citigroup $209B

6 Washington Mutual $1828

7 SunTrust $116B

8 US Bancorp $113B

Note Deposit data as of 123107

1

TP000002319

HIGHLY CONFIDENTIAL

Restricted For Use in Connection with Plan Confirmation Only

Page 306: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

097471-0033-10033-NY02.2652717.3 09/19/2008 2:27 AM

PERSONAL AND CONFIDENTIAL

September 15, 2008

Mr. Todd H. Baker Executive Vice President of Corporate Strategy & Development Washington Mutual, Inc. 1301 Second Avenue Seattle, WA 98101

Dear Mr. Baker:

We refer to our engagement as financial advisor to Washington Mutual, Inc. (the "Company") pursuant to the engagement letter (the “Engagement Letter”), dated March 30, 2008, between Company and Goldman, Sachs & Co. ("Goldman Sachs"). The Company and Goldman Sachs hereby agree that the Engagement Letter shall be amended and restated as set forth herein. We are pleased to confirm the arrangements under which Goldman Sachs is exclusively engaged by the Company as financial advisor (i) in connection with the possible sale of all or a portion of the Company (a “Sale Transaction”) and (ii) to assist the Company in its analysis and consideration of various financial alternatives available to it, and such other matters as to which you and we may agree during the course of our engagement. Such financial alternatives and other matters may include [investments, [acquisitions,] divestitures, financial restructurings, liability management transactions, public or private financings (including the offering of securities), mergers or other business combination transactions, sale transactions involving all or a portion of the Company, stock or debt repurchases, joint ventures, or other operations involving the Company. This engagement is exclusive to Goldman Sachs except that it is understood and agreed that the Company may also engage Morgan Stanley in connection with this transaction pursuant to a separate engagement letter with comparable fee arrangements.

During the term of our engagement, we will provide you with financial advice and assistance in connection with this potential transaction, which may include performing financial analyses, searching for a purchaser or investors acceptable to you, coordinating visits of potential purchasers and investors and assisting you in negotiating the financial aspects of the transaction.

CONFIDENTIAL WAMUBKEXAM-GS-000001

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Washington Mutual, Inc. September 15, 2008 Page Two

097471-0033-10033-NY02.2652717.3 09/19/2008 2:27 AM

At your request we also will undertake a study to enable us to render our opinion as to the fairness from a financial point of view of the financial consideration to be received by stockholders of the Company in connection with the sale of 50% or more of the outstanding common stock of the Company. The nature and scope of our investigation as well as the scope, form and substance of our opinion shall be such as we consider appropriate. If requested our opinion will be in written form.

The fees for our engagement will depend on the outcome of this assignment. Upon announcement of, or execution of a definitive agreement with respect to, a sale of 50% or more of the outstanding common stock or assets (based on the book value thereof) of the Company, the Company agrees to pay us a fee of $4,000,000 (the “Initial Fee”). If the purchase of 50% or more of the outstanding common stock or the assets (based on the book value thereof) of the Company is accomplished in one or a series of transactions, including, but not limited to, private or open market purchases of stock, a tender offer, an exchange offer, a merger or a sale by the Company of its stock or assets, we will charge a transaction fee (the “Sale Completion Fee”) equal to the greater of (i) $18,750,000 and (ii) 0.1875% of the aggregate consideration paid in such transactions, less, to the extent paid, the Initial Fee, subject to a maximum transaction fee of $50.0 million. If less than 50% of the outstanding common stock or the assets (based on the book value thereof) is acquired in the manner set forth in the preceding sentence, will charge a transaction fee to be mutually agreed upon by Goldman Sachs and the Company; provided, however, in the event such transaction takes the form of a private placement of the Company’s common stock, preferred securities or other capital securities to one or more financial sponsors or investors who were contacted in connection with the transactions referenced in the preceding sentence, we will charge a transaction fee (the “Investor Completion Fee”) equal to 1.375% of the gross proceeds received by the Company from a sale of such securities. Except as provided herein, a transaction fee will be paid to us in cash upon consummation of each transaction.

The aggregate consideration for purposes of calculating a Sale Completion Fee shall be:

(i) in the case of the sale, exchange or purchase of the Company's equity securities, the total consideration paid for such securities (including amounts paid, distributed or issued to holders of options, warrants and convertible securities); provided, that for purposes of calculating aggregate consideration pursuant to this clause (i), the consideration paid for options and warrants shall be deemed to equal the spread value of such options or warrants (the difference between the exercise price and the amount paid for the underlying shares as calculated in accordance with this letter), and

(ii) in the case of a sale or disposition by the Company of assets, the total consideration paid for such net assets, plus the net value of any current assets not sold by the Company.

CONFIDENTIAL WAMUBKEXAM-GS-000002

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Washington Mutual, Inc. September 15, 2008 Page Three

097471-0033-10033-NY02.2652717.3 09/19/2008 2:27 AM

Amounts paid into escrow and contingent payments in connection with any transaction will be included as part of the aggregate consideration. Fees on amounts paid into escrow will be payable upon the establishment of such escrow. If the consideration in connection with any transaction may be increased by payments related to future events, the portion of our fee relating to such contingent payments will be calculated and paid if and when such contingent payments are made. Aggregate consideration also shall include the aggregate amount of any (i) dividends or other distributions declared by the Company with respect to its stock after the date hereof, other than normal recurring cash dividends in amounts not materially greater than currently paid, and (ii) amounts paid by the Company to repurchase any securities of the Company outstanding on the date hereof.

In connection with a sale of 50% or more of the outstanding common stock of the Company, the Sale Completion Fee will be payable and calculated under the definition of aggregate consideration set forth above as though 100% of the outstanding common stock on a fully diluted basis had been acquired for the same per share amount paid in the transaction in which 50% or more of the Company's outstanding common stock is acquired by a purchaser or group of affiliated purchasers. Nevertheless, our services pursuant to this letter will continue after control is obtained to assist you with a second step merger or similar transaction.

If any portion of the aggregate consideration is paid in the form of securities, the value of such securities, for purposes of calculating the transaction fee, will be determined by the average of the last sales prices for such securities on the five trading days ending five trading days prior to the date of the consummation of the transaction. If such securities do not have an existing public trading market, the value of the securities shall be the mutually agreed upon fair market value on the day prior to the consummation of the transaction.

If the Company or any of its affiliates enters into an agreement with respect to a transaction in respect of which a Sale Completion Fee would be payable upon consummation thereof (the “Agreement”) and the Agreement provides for a payment at any time to the Company in the event the transaction contemplated thereby is terminated or otherwise not consummated (the “Payment”), the Company agrees to pay to Goldman Sachs a transaction fee, in cash if and when such Payment is made to the Company, equal to the lesser of (i) 10% of such Payment and (ii) the amount that would otherwise have been payable by the Company to Goldman Sachs if such transaction had been consummated in accordance with its terms.

In the event that the Company determines to undertake a public or private offering of its common stock, preferred securities or any securities linked to the Company’s common stock or preferred stock other than any transaction for which a fee is payable pursuant to paragraph four of this letter (an “Offering”), the Company shall offer Goldman Sachs the right to act (i) as the joint (with other investment banks) lead book-running manager and (ii) as the joint (with other investment banks) lead agent in such offering, in each case with a fee of not

CONFIDENTIAL WAMUBKEXAM-GS-000003

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Washington Mutual, Inc. September 15, 2008 Page Four

097471-0033-10033-NY02.2652717.3 09/19/2008 2:27 AM

less than 2.75% of the amount of the aggregate offering price of such securities and at least 40% of the total economics. If Goldman Sachs agrees to act in such capacity, the Company and Goldman Sachs will enter into an appropriate form of underwriting or other applicable agreement containing customary terms and conditions, including customary fee provisions and provisions relating to our indemnity. However, unless specifically covered by a separate agreement setting forth such arrangement, the provisions in the attached Annex A shall apply to each such transaction. The Company acknowledges that this letter is neither an expressed nor an implied commitment by Goldman Sachs to act in any capacity in any such transaction, to provide financing or to purchase or place any securities, which commitment shall only be set forth in a separate agreement.

The above fee does not include any services Goldman Sachs may render in the future to the Company with respect to any specific transaction of the type referred to in the first paragraph of this letter other than a Sale Transaction or an Offering. In the event that the Company determines to undertake a specific transaction of such type, the Company shall offer Goldman Sachs the right to act in such transaction as (i) sole lead arranger and book-runner, sole syndication agent and administrative agent in the case of a syndicated bank loan or bridge loan, (ii) sole dealer manager, sole agent, sole counterparty or exclusive financial advisor, as applicable, in the case of any exchange or tender offer, or consent solicitation undertaken by the Company or any repurchase of debt or equity securities by the Company including any open market repurchase, Dutch tender offer, forward purchase or accelerated stock buyback, and (iii) exclusive financial advisor or dealer manager, as applicable, in the case of any other transaction. If Goldman Sachs agrees to act in such capacity, the Company and Goldman Sachs will enter into an appropriate form of agreement relating to the type of transaction involved and containing customary terms and conditions, including customary fee provisions and provisions relating to our indemnity. However, unless specifically covered by a separate agreement setting forth such arrangement, the provisions in the attached Annex A shall apply to each such transaction. In addition, the Company shall offer Goldman Sachs the right to act as sole principal or sole counterparty in the case of any foreign exchange or commodities transaction, currency or interest rate swap or other hedging or derivative transaction related to the financing of any transaction referred to in the first paragraph hereof. Where Goldman Sachs agrees to act as the principal or counterparty in a swap, hedging, derivative, stock buyback or any other transaction with the Company, such transactions will be based on customary documentation for such transactions and Goldman Sachs will not be acting as an agent of or advisor to the Company with respect to such transactions or the terms thereof. The Company acknowledges that this letter agreement is neither an expressed nor an implied commitment by Goldman Sachs to act in any capacity in any such transaction, to provide financing or to purchase or place any securities, which commitment shall only be set forth in a separate agreement.

CONFIDENTIAL WAMUBKEXAM-GS-000004

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Washington Mutual, Inc. September 15, 2008 Page Five

097471-0033-10033-NY02.2652717.3 09/19/2008 2:27 AM

You also agree to reimburse us periodically, upon request, and upon consummation of the transaction or transactions contemplated hereby or upon termination of our services pursuant to this agreement, for our reasonable expenses, excluding expenses incurred in connection with a public offer that is consummated, including the reasonable fees and disbursements of our attorneys, plus any sales, use or similar taxes (including additions to such taxes, if any) arising in connection with any matter referred to in this letter.

In order to coordinate most effectively our efforts together to effect a transaction satisfactory to you during the term of our engagement, the Company and its management will promptly inform us of any discussions they may have or of inquiry they may receive concerning the availability of all or a portion of the stock or assets of the Company for purchase.

Please note that any written or oral opinion or advice provided by Goldman Sachs in connection with our engagement is exclusively for the information of the Board of Directors and senior management of the Company, and such opinion, such advice and the terms of this letter may not be disclosed to any third party (other than Simpson Thacher & Bartlett LLP and Deloitte & Touche LLP, or another of the Company’s outside legal counsel or independent accountants specified by you in writing who have been informed by you of the confidential nature of such opinion, such advice and the terms of this letter and have agreed to treat such information confidentially) or circulated or referred to publicly without our prior written consent. If reference to our opinion and our firm is required to be made in a proxy statement of the Company required to be filed under the federal securities laws, we will not unreasonably withhold our consent thereto so long as the full text of our opinion is reproduced therein and we have approved in advance the text of any accompanying disclosure.

In connection with engagements such as this, it is our firm policy to receive indemnification. The Company agrees to the provisions with respect to our indemnity and other matters set forth in Annex A which is incorporated by reference into this letter.

As you know, Goldman Sachs is a full service securities firm engaged, either directly or through its affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, Goldman Sachs and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Company, as well as of other entities and persons and their affiliates which may (i) be involved in transactions arising from or relating to the engagement contemplated by this letter, (ii) be customers or competitors of the Company, or

CONFIDENTIAL WAMUBKEXAM-GS-000005

Page 311: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Washington Mutual, Inc. September 15, 2008 Page Six

097471-0033-10033-NY02.2652717.3 09/19/2008 2:27 AM

(iii) have other relationships with the Company. In addition, Goldman Sachs and its affiliates may provide investment banking, underwriting and financial advisory services to such other entities and persons. Goldman Sachs and its affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Company or such other entities. The engagement contemplated by this letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph.

Our services may be terminated by you or us at any time with or without cause effective upon receipt of written notice to that effect. We will be entitled to the applicable transaction fee set forth above in the event that at any time prior to the expiration of twelve months after such termination (i) an agreement is entered into with respect to a sale of all or a portion of the Company which is eventually consummated or (ii) an Agreement is entered into pursuant to which a Payment is eventually made; provided, however, that in the event that Goldman Sachs terminates its services hereunder without cause, the foregoing provisions of this sentence shall not apply. The Company’s obligations to offer Goldman Sachs the right to act in the capacities set forth above in connection with an Offering shall survive any such termination for a period of twelve months from the date of such termination.

The Company recognizes that, in providing our services pursuant to this letter, we will rely upon and assume the accuracy and completeness of all of the financial, accounting, tax and other information discussed with or reviewed by us for such purposes, and we do not assume responsibility for the accuracy or completeness thereof. Goldman Sachs will have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of the Company or any other party or to advise or opine on any related solvency issues. It is understood and agreed that Goldman Sachs will act under this letter as an independent contractor with duties solely to the Company and nothing in this letter or the nature of our services in connection with this engagement or otherwise shall be deemed to create a fiduciary duty or fiduciary or agency relationship between us and the Company or its stockholders, employees or creditors, and the Company agrees that it shall not make, and hereby waives, any claim based on an assertion of such a fiduciary duty or relationship. Except as set forth in Annex A hereto, nothing in this letter is intended to confer upon any other person (including stockholders, employees or creditors of the Company) any rights or remedies hereunder or by reason hereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), Goldman Sachs is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address of its clients, as well as other information that will allow Goldman Sachs to properly identify its clients.

CONFIDENTIAL WAMUBKEXAM-GS-000006

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Washington Mutual, Inc. September 15, 2008 Page Seven

097471-0033-10033-NY02.2652717.3 09/19/2008 2:27 AM

Goldman Sachs does not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, you are authorized to disclose to any person the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to you relating to that treatment and structure, without Goldman Sachs imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

CONFIDENTIAL WAMUBKEXAM-GS-000007

Page 313: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Washington Mutual, Inc. September 15, 2008 Page Eight

097471-0033-10033-NY02.2652717.3 09/19/2008 2:27 AM

Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this letter, which shall become a binding agreement upon our receipt. We are delighted to accept this engagement and look forward to working with you on this assignment.

Very truly yours, Confirmed:

(GOLDMAN, SACHS & CO.) WASHINGTON MUTUAL, INC.

By: Name: Title:

Date:

CONFIDENTIAL WAMUBKEXAM-GS-000008

Page 314: Washington Mutual (WMI) - Attachments/Exhibits to the Final Report of the Examiner (Part 4/10)

Washington Mutual, Inc. September 15, 2008 Page Nine

097471-0033-10033-NY02.2652717.3 09/19/2008 2:27 AM

Annex A

In the event that Goldman Sachs becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including stockholders of the Company, in connection with or as a result of either our engagement or any matter referred to in this letter, the Company periodically will reimburse Goldman Sachs for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith; provided, however, that if it is found in any such action, proceeding or investigation that any loss, claim, damage or liability to any such person has resulted from the gross negligence or bad faith of Goldman Sachs in performing the services which are the subject this letter, Goldman Sachs shall repay such portion of the reimbursed amounts that is attributable to expenses incurred in relation to the act or omission of Goldman Sachs which is the subject of such finding. The Company also will indemnify and hold Goldman Sachs harmless against any and all losses, claims, damages or liabilities to any such person in connection with or as a result of either our engagement or any matter referred to in this letter, except to the extent that any such loss, claim, damage or liability results from the gross negligence or bad faith of Goldman Sachs in performing the services that are the subject of this letter. If for any reason the foregoing indemnification is unavailable to Goldman Sachs or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by Goldman Sachs as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Company and its stockholders on the one hand and Goldman Sachs on the other hand in the matters contemplated by this letter as well as the relative fault of the Company and Goldman Sachs with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliate of Goldman Sachs and the partners, directors, agents, employees and controlling persons (if any), as the case may be, of Goldman Sachs and any such affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, Goldman Sachs, any such affiliate and any such person. The Company shall not be required to indemnify Goldman Sachs for any amount paid or payable by Goldman Sachs in the settlement of any action, proceeding or investigation without the written consent of the Company, which consent shall not be unreasonably withheld. The Company also agrees that neither Goldman Sachs nor any of such affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either our engagement or any matter referred to in this letter except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or bad faith of Goldman Sachs in performing the services that are the subject of this letter. Prior to entering into any agreement or arrangement with respect to, or effecting, any proposed sale, exchange, dividend or other distribution or liquidation of all or a significant portion of its assets in one or a series of transactions or any significant recapitalization or reclassification of its outstanding securities that does not directly or indirectly provide for the assumption of the obligations of the Company set forth in this Annex A, the Company will notify Goldman Sachs in writing thereof (if not previously so notified) and, if requested by Goldman Sachs, shall arrange in connection therewith alternative means of providing for the obligations of the Company set forth in this paragraph, including the assumption of such obligations by another party, insurance, surety bonds or the creation of an escrow, in each case in an amount and upon terms and

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conditions satisfactory to Goldman Sachs. Promptly after receipt by Goldman Sachs of notice of its involvement in any action, proceeding or investigation, Goldman Sachs shall, if a claim for indemnification in respect thereof is to be made against the Company under this Annex A, notify the Company of such involvement. Failure by Goldman Sachs to so notify the Company shall relieve the Company from the obligation to indemnify Goldman Sachs under this Annex A only to the extent that the Company suffers actual prejudice as a result of such failure, but shall not relieve the Company from its obligation to provide reimbursement and contribution to Goldman Sachs. If any person is entitled to indemnification under this Annex A (the "Indemnified Person") with respect to any action or proceeding brought by a third party that is also brought against the Company, the Company shall be entitled to assume the defense of any such action or proceeding with counsel reasonably satisfactory to the Indemnified Person. Upon assumption by the Company of the defense of any such action or proceeding, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel but the Company shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Person in connection with the defense thereof unless (i) the Company has agreed to pay such fees and expenses, (ii) the Company shall have failed to employ counsel reasonably satisfactory to the Indemnified Person in a timely manner, or (iii) the Indemnified Person shall have been advised by counsel that there are actual or potential conflicting interests between the Company and the Indemnified Person, including situations in which there are one or more legal defenses available to the Indemnified Person that are different from or additional to those available to the Company, provided, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Persons, including Goldman Sachs, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action or proceeding. The Company shall not consent to the terms of any compromise or settlement of any action defended by the Company in accordance with the foregoing without the prior written consent of the Indemnified Person. Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of either our engagement or any matter referred to in this letter is hereby waived by the parties hereto. The Company agrees that any suit or proceeding arising in respect to this letter or our engagement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City of New York, and the Company agrees to submit to the jurisdiction of, and to venue in, such courts. The provisions of this Annex A shall survive any termination or completion of the engagement provided by this letter agreement, and this letter agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.

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PERSONAL AND CONFIDENTIAL

September 24, 2008

Mr. Robert Williams Senior Vice President and Treasurer Washington Mutual, Inc. Washington Mutual Bank 1301 Second Avenue Seattle, WA 98101

Dear Mr. Williams:

GS Comments of September 24, 2008

We are pleased to confirm the arrangements under which Goldman, Sachs & Co. ("Goldman Sachs") is engaged by Washington Mutual, Inc. (the "Company") and Washington Mutual Bank (the "Bank") as financial advisor relating to the possible sale of all or a portion of the Company and/or the Bank and to explore capital raising alternatives.

I. During the term of our engagement, we will provide you with financial advice and assistance in connection with this potential transaction, which may include performing financial analyses, searching for a purchaser or investors acceptable to you, coordinating visits of potential purchasers and investors and assisting you in negotiating the fmancial aspects of the transaction.

2. At your request we also will undertake a study to enable us to render our opinion as to the fairness from a financial point of view of the financial consideration to be received by shareholders of the Company in connection with the sale of 50% or more of the outstanding common stock of the Company. The nature and scope of our investigation as well as the scope, form and substance of our opinion shall be such as we consider appropriate. If requested our opinion will be in written form.

3. The fees for our engagement will depend on the outcome of this assignment. Upon execution of the engagement letter, the Company agrees to pay us a fee of $3,000,000 for services provided to date. Upon armouncement of, or execution of a definitive agreement with respect to, a sale of 50% or more of the outstanding common stock or assets (based on the book value thereof) of the Company, the Company agrees to pay us a fee of $5,000,000 (the "Initial Fee"), less the fee paid upon execution of the engagement letter. If the purchase of50% or more of the outstanding common stock or the assets (based on the book value thereof) of the Company is accomplished in one or a series of transactions, including, but not limited to, private or open market purchases of stock, a tender offer, an exchange offer, a merger or a sale by the Company of its stock or assets, we will charge a transaction fee (the "Sale Completion Fee") equal to $30,000,000 less, to the extent paid, the Initial Fee, subject to a maximum transaction fee of $30,000,000 million. Ifless than 50% of the outstanding common stock or the assets (based on the book value thereof) is acquired in the marmer set forth in the preceding sentence, we will charge a transaction fee to be mutually agreed upon by Goldman Sachs and the Company; provided, however, in the event such transaction takes the form of a private placement of the Company's common stock, preferred securities or other capital securities to one or more

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financial sponsors or investors who were contacted in connection with the transactions referenced in the preceding sentence, we will charge a transaction fee (the "Investor Completion Fee") equal to 1.375% of the gross proceeds received by the Company from a sale of such securities; provided, however, that Goldman Sachs' entitlement to the Investor Completion Fee shall be suspended following the execution of a definitive agreement for a transaction in respect of which a Sale Completion Fee would be payable upon consummation thereof and shall terminate upon consummation of such transaction. Except as provided herein, a transaction fee will be paid to us in cash upon consummation of each transaction.

4. If the Company or any of its affiliates enters into an agreement with respect to a transaction in respect of which a Sale Completion Fee would be payable upon consummation thereof (the "Agreement') and the Agreement provides for a payment at any time to the Company in the event the transaction contemplated thereby is terminated or otherwise not consummated (the "Payment"), the Company agrees to pay to Goldman Sachs a transaction fee, in cash if and when such Payment is made to the Company, equal to the lesser of (i) 10% of such Payment and (ii) the amount that would otherwise have been payable by the Company to Goldman Sachs if such transaction had been consummated in accordance with its terms, in each case less, to the extent paid, the Initial Fee.

5. In the event that the Company determines to undertake a public or private offering of its common stock, preferred securities or any securities linked to the Company's common stock or preferred stock other than any transaction for which a fee is payable pursuant to paragraph 3 of this letter (an "Offering"), the Company shall offer Goldman Sachs the right to act in a non-exclusive capacity to be agreed between the Company and Goldman Sachs in such offering, with a fee (the "Offering Fee") of not less than 1.375% of the amount of the aggregate offering price of such securities and at least 50% of the total economics. If Goldman Sachs agrees to act in such capacity, the Company and Goldman Sachs will enter into an appropriate form of underwriting or other applicable agreement containing customary terms and conditions, including customary fee provisions and provisions relating to our indemnity. However, unless specifically covered by a separate agreement setting forth such arrangement, the provisions in the attached Annex A shall apply to each such transaction. The Company acknowledges that this letter is neither an expressed nor an implied commitment by Goldman Sachs to act in any capacity in any such transaction, to provide financing or to purchase or place any securities, which commitment shall only be set forth in a separate agreement.

6. You also agree to reimburse us periodically, upon request, and upon consummation of the transaction or transactions contemplated hereby or upon termination of our services pursuant to this agreement, for our reasonable expenses, excluding expenses incurred in connection with a public offer that is consummated, including the reasonable fees and disbursements of our attorneys, plus any sales, use or similar taxes (including additions to such taxes, if any) arising in connection with any matter referred to in this letter.

7. In order to coordinate most effectively our efforts together to effect a transaction satisfactory to you during the term of our engagement, the Company and its management will

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promptly inform us of any discussions they may have or of inquiries they may receive concerning the availability of all or a portion of the stock or assets of the Company for purchase.

8. Please note that any written or oral opinion or advice provided by Goldman Sachs in connection with our engagement is exclusively for the information of the Board of Directors and senior management of the Company, and such opinion, such advice and the terms of this letter may not be disclosed to any third party (other than the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, Simpson Thacher & Bartlett LLP and Deloitte & Touche LLP, or another of the Company's outside legal counselor independent accountants specified by you in writing who have been informed by you of the confidential nature of such opinion, such advice and the terms of this letter and have agreed to treat such information confidentially) or circulated or referred to publicly without our prior written consent. If reference to our opinion and our firm is required to be made in a proxy statement of the Company required to be filed under the federal securities laws, we will not unreasonably withhold our consent thereto so long as the full text of our opinion is reproduced therein and we have approved in advance the text of any accompanying disclosure.

9. In connection with engagements such as this, it is our firm policy to receive indemnification. The Company, jointly and severally, and the Bank, severally and not jointly, agree to the provisions with respect to our indemnity and other matters set forth in Annex A which is incorporated by reference into this letter. The Bank shall not be responsible for any obligations of the Company and this letter is not a guarantee of any obligations of the Company by the Bank.

10. As you know, Goldman Sachs is a full service securities firm engaged, either directly or through its affiliates in various activities, including securities trading, investment banking and fmancial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, Goldman Sachs and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Company, as well as of other entities and persons and their affiliates which may (i) be involved in transactions arising from or relating to the engagement contemplated by this letter, (ii) be customers or competitors of the Company, or (iii) have other relationships with the Company. In addition, Goldman Sachs and its affiliates may provide investment banking, underwriting and financial advisory services to such other entities and persons. Goldman Sachs and its affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Company or such other entities. The engagement contemplated by this letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph.

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11. Our services may be terminated by you or us at any time with or without cause effective upon receipt of written notice to that effect. We will be entitled to the applicable transaction fee set forth above in the event that (A) none of the Sale Completion Fee, the Investor Completion Fee or the Offering Fee has been paid prior to the time of such termination and (B) at any time prior to the expiration of twelve months after such termination (i) an agreement is entered into with respect to a sale of all or a portion of the Company (excluding an Offering) which is eventually consummated or (ii) an Agreement is entered into pursuant to which a Payment is eventually made; provided, however, that in the event that Goldman Sachs terminates its services hereunder without cause, the foregoing provisions of this sentence shall not apply. In the event that our services are terminated by you or us before any of the Sale Completion Fee, the Investor Completion Fee or the Offering Fee has become payable, the Company's obligations to offer Goldman Sachs the right to act in the capacities set forth above in connection with an Offering shall survive for a period of twelve months following the date of such termination; provided, however, that in the event that Goldman Sachs terminates its services hereunder without cause, the foregoing provisions of this sentence shall not apply

12. The Company recognizes that, in providing our services pursuant to this letter, we will rely upon and assume the accuracy and completeness of all of the fmancial, accounting, tax and other information discussed with or reviewed by us for such purposes, and we do not assume responsibility for the accuracy or completeness thereof. Goldman Sachs will have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of the Company or any other party or to advise or opine on any related solvency issues. It is understood and agreed that Goldman Sachs will act under this letter as an independent contractor with duties solely to the Company and nothing in this letter or the nature of our services in connection with this engagement or otherwise shall be deemed to create a fiduciary duty or fiduciary or agency relationship between us and the Company or its stockholders, employees or creditors, and the Company agrees that it shall not make, and hereby waives, any claim based on an assertion of such a fiduciary duty or relationship. Except as set forth in Annex A hereto, nothing in this letter is intended to confer upon any other person (including stockholders, employees or creditors of the Company) any rights or remedies hereunder or by reason hereof.

13. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001», Goldman Sachs is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address of its clients, as well as other information that will allow Goldman Sachs to properly identify its clients.

14. Goldman Sachs does not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, you are authorized to disclose to any person the US. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to you relating to that treatment and structure, without Goldman Sachs imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with

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securities laws. For this purpose, "tax structure" is limited to any facts that may be relevant to that treatment.

15. This letter contains the entire agreement of the parties with respect to the performance by Goldman Sachs of services for the Company and the Bank described herein and supersedes any prior understandings and agreements.

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Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this letter, which shall become a binding agreement upon our receipt. We are delighted to accept this engagement and look forward to working with you on this assignment.

Ve truly yours, C rt.l.~ ~ ~l c..

Confirmed

(GOLDMAN, SACHS & 0.) WASHINGTON MUTUAL, INC.

By: _________ _

Name: Title:

WASHINGTON MUTUAL BANK

By: ________ _ Name: Title:

Date: _________ _

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AnnexA

In the event that Goldman Sachs becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including stockholders of the Company, in connection with or as a result of either our engagement or any matter referred to in this letter, the Company periodically will reimburse Goldman Sachs for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith; provided. however, that if it is found in any such action, proceeding or investigation that any loss, claim, damage or liability to any such person has resultedfrom the gross negligence or bad faith of Goldman Sachs in performing the services which are the subject this letter, Goldman Sachs shall repay such portion of the reimbursed amounts that is attributable to expenses incurred in relation to the act or omission of Goldman Sachs which is the subject of such finding. The Company, jointly and severally, and the Bank, severally and not jointly, will indemnifY and hold Goldman Sachs harmless against any and all losses, claims, damages or liabilities to any such person in connection with or as a result of either our engagement or any matter referred to in this letter, except to the extent that any such loss, claim, damage or liability results from the gross negligence or bad faith of Goldman Sachs in performing the services that are the subject of this letter. If for any reason the foregoing indemnification is unavailable to Goldman Sachs or insufficient to hold it harmless, then the Company and the Bank shall contribute to the amount paid or payable by Goldman Sachs as a result of such loss, claim, damage or liability in such proportion as is appropriate to refiect the relative economic interests of the Company, the Bank and their stockholders on the one hand and Goldman Sachs on the other hand in the matters contemplated by this letter as well as the relative fault of the Company, the Bank and Goldman Sachs with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this paragraph and the indemnity and contribution obligations of the Bank under this paragraph shall be in addition to any liability which the Company or the Bank may otherwise have, shall extend upon the same terms and conditions to any affiliate of Goldman Sachs and the partners, directors, agents, employees and controlling persons (if any), as the case may be, of Goldman Sachs and any such affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Bank, Goldman Sachs, any such affiliate and any such person. Neither the Company nor the Bank shall be required to indemnifY Goldman Sachs for any amount paid or payable by Goldman Sachs in the settlement of any action, proceeding or investigation without the written consent of the Company or the Bank, as applicable, which consent shall not be unreasonably withheld. Each of the Company and the Bank also agrees that neither Goldman Sachs nor any of such affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or the Bank or any person asserting claims on behalf of or in right of the Company or the Bank in connection with or as a result of either our engagement or any matter referred to in this letter except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company or the Bank result from the gross negligence or bad faith of Goldman Sachs in performing the services that are the subject of this letter. Prior to entering into any agreement or arrangement with respect to, or efficting, any proposed sale, exchange, dividend or other

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distribution or liquidation of all or a significant portion of its assets in one or a series of transactions or any significant recapitalization or reclassification of its outstanding securities that does not directly or indirectly provide for the assumption of the obligations of the Company and the Bank set forth in this Annex A, the Company will notifY Goldman Sachs in writing thereof (if not previously so notified) and, if requested by Goldman Sachs, shall arrange in connection therewith alternative means of providing for the obligations of the Company and the Bank set forth in this paragraph, including the assumption of such obligations by another party, insurance, surety bonds or the creation of an escrow, in each case in an amount and upon terms and conditions satisfactory to Goldman Sachs. Promptly after receipt by Goldman Sachs of notice of its involvement in any action, proceeding or investigation, Goldman Sachs shall, if a claim for indemnification in respect thereofis to be made against the Company or the Bank under this Annex A, notifY the Company or the Bank, as applicable, of such involvement. Failure by Goldman Sachs to so notifY the Company shall relieve the Company and the Bank, as applicable, from the obligation to indemnifY Goldman Sachs under this Annex A only to the extent that the Company or the Bank, as applicable, suffers actual prejudice as a result of such failure, but shall not relieve the Company from its obligation to provide reimbursement and the Company and the Bankfrom its obligations to provide contribution to Goldman Sachs. If any person is entitled to indemnification under this Annex A (the "Indemnified Person ") with respect to any action or proceeding brought by a third party that is also brought against the Company or the Bank, the Company shall be entitled to assume the defense of any such action or proceeding with counsel reasonably satisfactory to the Indemnified Person. Upon assumption by the Company of the defense of any such action or proceeding, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel but the Company shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Person in connection with the defense thereof unless (i) the Company has agreed to pay such fees and expenses, (ii) the Company shall have failed to employ counsel reasonably satisfactory to the Indemnified Person in a timely manner, or (iii) the Indemnified Person shall have been advised by counsel that there are actual or potential conjlicting interests between the Company or the Bank and the Indemnified Person, including situations in which there are one or more legal defenses available to the Indemnified Person that are different from or additional to those available to the Company or the Bank, provided, however, that the Company shall not, in connection with anyone such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Persons, including Goldman Sachs, except to the extent that local counsel, in addition to its regular counsel, is required in order to effictively defend against such action or proceeding. Neither the Company nor the Bank shall consent to the terms of any compromise or settlement of any action defended by it in accordance with the foregoing without the prior written consent of the Indemnified Person unless such compromise or settlement (i) includes an unconditional release of the Indemnified Person from all liability arising out of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Person. Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of either our engagement or any matter referred to in this

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letter is hereby waived by the parties hereto. The Company and the Bank agree that any suit or proceeding arising in respect to this letter or our engagement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City of New York and the Company and the Bank agree to submit to the jurisdiction of, and to venue in, such courts. The provisions of this Annex A shall survive any termination or completion of the engagement provided by this letter agreement, and this letter agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. The Bank shall not be responsible for any obligations of the Company and this Annex A is not a guarantee of any obligations of the Company by the Bank.

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PERSONAL AND CONFIDENTIAL

September 15, 2008

Mr. Todd H. Baker Executive Vice President of Corporate Strategy & Development Washington Mutual, Inc. 1301 Second Avenue Seattle, WA 98101

Dear Mr. Baker:

We refer to our engagement as financial advisor to Washington Mutual, Inc. (the "Company") pursuant to the engagement letter (the “Engagement Letter”), dated March 30, 2008, between Company and Goldman, Sachs & Co. ("Goldman Sachs"). The Company and Goldman Sachs hereby agree that the Engagement Letter shall be amended and restated as set forth herein. We are pleased to confirm the arrangements under which Goldman Sachs is exclusively engaged by the Company as financial advisor (i) in connection with the possible sale of all or a portion of the Company (a “Sale Transaction”) and (ii) to assist the Company in its analysis and consideration of various financial alternatives available to it, and such other matters as to which you and we may agree during the course of our engagement. Such financial alternatives and other matters may include [investments, [acquisitions,] divestitures, financial restructurings, liability management transactions, public or private financings (including the offering of securities), mergers or other business combination transactions, sale transactions involving all or a portion of the Company, stock or debt repurchases, joint ventures, or other operations involving the Company. This engagement is exclusive to Goldman Sachs except that it is understood and agreed that the Company may also engage Morgan Stanley in connection with this transaction pursuant to a separate engagement letter with comparable fee arrangements.

During the term of our engagement, we will provide you with financial advice and assistance in connection with this potential transaction, which may include performing financial analyses, searching for a purchaser or investors acceptable to you, coordinating visits of potential purchasers and investors and assisting you in negotiating the financial aspects of the transaction.

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At your request we also will undertake a study to enable us to render our opinion as to the fairness from a financial point of view of the financial consideration to be received by stockholders of the Company in connection with the sale of 50% or more of the outstanding common stock of the Company. The nature and scope of our investigation as well as the scope, form and substance of our opinion shall be such as we consider appropriate. If requested our opinion will be in written form.

The fees for our engagement will depend on the outcome of this assignment. Upon announcement of, or execution of a definitive agreement with respect to, a sale of 50% or more of the outstanding common stock or assets (based on the book value thereof) of the Company, the Company agrees to pay us a fee of $4,000,000 (the “Initial Fee”). If the purchase of 50% or more of the outstanding common stock or the assets (based on the book value thereof) of the Company is accomplished in one or a series of transactions, including, but not limited to, private or open market purchases of stock, a tender offer, an exchange offer, a merger or a sale by the Company of its stock or assets, we will charge a transaction fee (the “Sale Completion Fee”) equal to the greater of (i) $18,750,000 and (ii) 0.1875% of the aggregate consideration paid in such transactions, less, to the extent paid, the Initial Fee, subject to a maximum transaction fee of $50.0 million. If less than 50% of the outstanding common stock or the assets (based on the book value thereof) is acquired in the manner set forth in the preceding sentence, will charge a transaction fee to be mutually agreed upon by Goldman Sachs and the Company; provided, however, in the event such transaction takes the form of a private placement of the Company’s common stock, preferred securities or other capital securities to one or more financial sponsors or investors who were contacted in connection with the transactions referenced in the preceding sentence, we will charge a transaction fee (the “Investor Completion Fee”) equal to 1.375% of the gross proceeds received by the Company from a sale of such securities. Except as provided herein, a transaction fee will be paid to us in cash upon consummation of each transaction.

The aggregate consideration for purposes of calculating a Sale Completion Fee shall be:

(i) in the case of the sale, exchange or purchase of the Company's equity securities, the total consideration paid for such securities (including amounts paid, distributed or issued to holders of options, warrants and convertible securities); provided, that for purposes of calculating aggregate consideration pursuant to this clause (i), the consideration paid for options and warrants shall be deemed to equal the spread value of such options or warrants (the difference between the exercise price and the amount paid for the underlying shares as calculated in accordance with this letter), and

(ii) in the case of a sale or disposition by the Company of assets, the total consideration paid for such net assets, plus the net value of any current assets not sold by the Company.

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Amounts paid into escrow and contingent payments in connection with any transaction will be included as part of the aggregate consideration. Fees on amounts paid into escrow will be payable upon the establishment of such escrow. If the consideration in connection with any transaction may be increased by payments related to future events, the portion of our fee relating to such contingent payments will be calculated and paid if and when such contingent payments are made. Aggregate consideration also shall include the aggregate amount of any (i) dividends or other distributions declared by the Company with respect to its stock after the date hereof, other than normal recurring cash dividends in amounts not materially greater than currently paid, and (ii) amounts paid by the Company to repurchase any securities of the Company outstanding on the date hereof.

In connection with a sale of 50% or more of the outstanding common stock of the Company, the Sale Completion Fee will be payable and calculated under the definition of aggregate consideration set forth above as though 100% of the outstanding common stock on a fully diluted basis had been acquired for the same per share amount paid in the transaction in which 50% or more of the Company's outstanding common stock is acquired by a purchaser or group of affiliated purchasers. Nevertheless, our services pursuant to this letter will continue after control is obtained to assist you with a second step merger or similar transaction.

If any portion of the aggregate consideration is paid in the form of securities, the value of such securities, for purposes of calculating the transaction fee, will be determined by the average of the last sales prices for such securities on the five trading days ending five trading days prior to the date of the consummation of the transaction. If such securities do not have an existing public trading market, the value of the securities shall be the mutually agreed upon fair market value on the day prior to the consummation of the transaction.

If the Company or any of its affiliates enters into an agreement with respect to a transaction in respect of which a Sale Completion Fee would be payable upon consummation thereof (the “Agreement”) and the Agreement provides for a payment at any time to the Company in the event the transaction contemplated thereby is terminated or otherwise not consummated (the “Payment”), the Company agrees to pay to Goldman Sachs a transaction fee, in cash if and when such Payment is made to the Company, equal to the lesser of (i) 10% of such Payment and (ii) the amount that would otherwise have been payable by the Company to Goldman Sachs if such transaction had been consummated in accordance with its terms.

In the event that the Company determines to undertake a public or private offering of its common stock, preferred securities or any securities linked to the Company’s common stock or preferred stock other than any transaction for which a fee is payable pursuant to paragraph four of this letter (an “Offering”), the Company shall offer Goldman Sachs the right to act (i) as the joint (with other investment banks) lead book-running manager and (ii) as the joint (with other investment banks) lead agent in such offering, in each case with a fee of not

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less than 2.75% of the amount of the aggregate offering price of such securities and at least 40% of the total economics. If Goldman Sachs agrees to act in such capacity, the Company and Goldman Sachs will enter into an appropriate form of underwriting or other applicable agreement containing customary terms and conditions, including customary fee provisions and provisions relating to our indemnity. However, unless specifically covered by a separate agreement setting forth such arrangement, the provisions in the attached Annex A shall apply to each such transaction. The Company acknowledges that this letter is neither an expressed nor an implied commitment by Goldman Sachs to act in any capacity in any such transaction, to provide financing or to purchase or place any securities, which commitment shall only be set forth in a separate agreement.

The above fee does not include any services Goldman Sachs may render in the future to the Company with respect to any specific transaction of the type referred to in the first paragraph of this letter other than a Sale Transaction or an Offering. In the event that the Company determines to undertake a specific transaction of such type, the Company shall offer Goldman Sachs the right to act in such transaction as (i) sole lead arranger and book-runner, sole syndication agent and administrative agent in the case of a syndicated bank loan or bridge loan, (ii) sole dealer manager, sole agent, sole counterparty or exclusive financial advisor, as applicable, in the case of any exchange or tender offer, or consent solicitation undertaken by the Company or any repurchase of debt or equity securities by the Company including any open market repurchase, Dutch tender offer, forward purchase or accelerated stock buyback, and (iii) exclusive financial advisor or dealer manager, as applicable, in the case of any other transaction. If Goldman Sachs agrees to act in such capacity, the Company and Goldman Sachs will enter into an appropriate form of agreement relating to the type of transaction involved and containing customary terms and conditions, including customary fee provisions and provisions relating to our indemnity. However, unless specifically covered by a separate agreement setting forth such arrangement, the provisions in the attached Annex A shall apply to each such transaction. In addition, the Company shall offer Goldman Sachs the right to act as sole principal or sole counterparty in the case of any foreign exchange or commodities transaction, currency or interest rate swap or other hedging or derivative transaction related to the financing of any transaction referred to in the first paragraph hereof. Where Goldman Sachs agrees to act as the principal or counterparty in a swap, hedging, derivative, stock buyback or any other transaction with the Company, such transactions will be based on customary documentation for such transactions and Goldman Sachs will not be acting as an agent of or advisor to the Company with respect to such transactions or the terms thereof. The Company acknowledges that this letter agreement is neither an expressed nor an implied commitment by Goldman Sachs to act in any capacity in any such transaction, to provide financing or to purchase or place any securities, which commitment shall only be set forth in a separate agreement.

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You also agree to reimburse us periodically, upon request, and upon consummation of the transaction or transactions contemplated hereby or upon termination of our services pursuant to this agreement, for our reasonable expenses, excluding expenses incurred in connection with a public offer that is consummated, including the reasonable fees and disbursements of our attorneys, plus any sales, use or similar taxes (including additions to such taxes, if any) arising in connection with any matter referred to in this letter.

In order to coordinate most effectively our efforts together to effect a transaction satisfactory to you during the term of our engagement, the Company and its management will promptly inform us of any discussions they may have or of inquiry they may receive concerning the availability of all or a portion of the stock or assets of the Company for purchase.

Please note that any written or oral opinion or advice provided by Goldman Sachs in connection with our engagement is exclusively for the information of the Board of Directors and senior management of the Company, and such opinion, such advice and the terms of this letter may not be disclosed to any third party (other than Simpson Thacher & Bartlett LLP and Deloitte & Touche LLP, or another of the Company’s outside legal counsel or independent accountants specified by you in writing who have been informed by you of the confidential nature of such opinion, such advice and the terms of this letter and have agreed to treat such information confidentially) or circulated or referred to publicly without our prior written consent. If reference to our opinion and our firm is required to be made in a proxy statement of the Company required to be filed under the federal securities laws, we will not unreasonably withhold our consent thereto so long as the full text of our opinion is reproduced therein and we have approved in advance the text of any accompanying disclosure.

In connection with engagements such as this, it is our firm policy to receive indemnification. The Company agrees to the provisions with respect to our indemnity and other matters set forth in Annex A which is incorporated by reference into this letter.

As you know, Goldman Sachs is a full service securities firm engaged, either directly or through its affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, Goldman Sachs and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Company, as well as of other entities and persons and their affiliates which may (i) be involved in transactions arising from or relating to the engagement contemplated by this letter, (ii) be customers or competitors of the Company, or

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(iii) have other relationships with the Company. In addition, Goldman Sachs and its affiliates may provide investment banking, underwriting and financial advisory services to such other entities and persons. Goldman Sachs and its affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Company or such other entities. The engagement contemplated by this letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph.

Our services may be terminated by you or us at any time with or without cause effective upon receipt of written notice to that effect. We will be entitled to the applicable transaction fee set forth above in the event that at any time prior to the expiration of twelve months after such termination (i) an agreement is entered into with respect to a sale of all or a portion of the Company which is eventually consummated or (ii) an Agreement is entered into pursuant to which a Payment is eventually made; provided, however, that in the event that Goldman Sachs terminates its services hereunder without cause, the foregoing provisions of this sentence shall not apply. The Company’s obligations to offer Goldman Sachs the right to act in the capacities set forth above in connection with an Offering shall survive any such termination for a period of twelve months from the date of such termination.

The Company recognizes that, in providing our services pursuant to this letter, we will rely upon and assume the accuracy and completeness of all of the financial, accounting, tax and other information discussed with or reviewed by us for such purposes, and we do not assume responsibility for the accuracy or completeness thereof. Goldman Sachs will have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of the Company or any other party or to advise or opine on any related solvency issues. It is understood and agreed that Goldman Sachs will act under this letter as an independent contractor with duties solely to the Company and nothing in this letter or the nature of our services in connection with this engagement or otherwise shall be deemed to create a fiduciary duty or fiduciary or agency relationship between us and the Company or its stockholders, employees or creditors, and the Company agrees that it shall not make, and hereby waives, any claim based on an assertion of such a fiduciary duty or relationship. Except as set forth in Annex A hereto, nothing in this letter is intended to confer upon any other person (including stockholders, employees or creditors of the Company) any rights or remedies hereunder or by reason hereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), Goldman Sachs is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address of its clients, as well as other information that will allow Goldman Sachs to properly identify its clients.

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Goldman Sachs does not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, you are authorized to disclose to any person the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to you relating to that treatment and structure, without Goldman Sachs imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

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Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this letter, which shall become a binding agreement upon our receipt. We are delighted to accept this engagement and look forward to working with you on this assignment.

Very truly yours, Confirmed:

(GOLDMAN, SACHS & CO.) WASHINGTON MUTUAL, INC.

By: Name: Title:

Date:

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Annex A

In the event that Goldman Sachs becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including stockholders of the Company, in connection with or as a result of either our engagement or any matter referred to in this letter, the Company periodically will reimburse Goldman Sachs for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith; provided, however, that if it is found in any such action, proceeding or investigation that any loss, claim, damage or liability to any such person has resulted from the gross negligence or bad faith of Goldman Sachs in performing the services which are the subject this letter, Goldman Sachs shall repay such portion of the reimbursed amounts that is attributable to expenses incurred in relation to the act or omission of Goldman Sachs which is the subject of such finding. The Company also will indemnify and hold Goldman Sachs harmless against any and all losses, claims, damages or liabilities to any such person in connection with or as a result of either our engagement or any matter referred to in this letter, except to the extent that any such loss, claim, damage or liability results from the gross negligence or bad faith of Goldman Sachs in performing the services that are the subject of this letter. If for any reason the foregoing indemnification is unavailable to Goldman Sachs or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by Goldman Sachs as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Company and its stockholders on the one hand and Goldman Sachs on the other hand in the matters contemplated by this letter as well as the relative fault of the Company and Goldman Sachs with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliate of Goldman Sachs and the partners, directors, agents, employees and controlling persons (if any), as the case may be, of Goldman Sachs and any such affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, Goldman Sachs, any such affiliate and any such person. The Company shall not be required to indemnify Goldman Sachs for any amount paid or payable by Goldman Sachs in the settlement of any action, proceeding or investigation without the written consent of the Company, which consent shall not be unreasonably withheld. The Company also agrees that neither Goldman Sachs nor any of such affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either our engagement or any matter referred to in this letter except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or bad faith of Goldman Sachs in performing the services that are the subject of this letter. Prior to entering into any agreement or arrangement with respect to, or effecting, any proposed sale, exchange, dividend or other distribution or liquidation of all or a significant portion of its assets in one or a series of transactions or any significant recapitalization or reclassification of its outstanding securities that does not directly or indirectly provide for the assumption of the obligations of the Company set forth in this Annex A, the Company will notify Goldman Sachs in writing thereof (if not previously so notified) and, if requested by Goldman Sachs, shall arrange in connection therewith alternative means of providing for the obligations of the Company set forth in this paragraph, including the assumption of such obligations by another party, insurance, surety bonds or the creation of an escrow, in each case in an amount and upon terms and

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conditions satisfactory to Goldman Sachs. Promptly after receipt by Goldman Sachs of notice of its involvement in any action, proceeding or investigation, Goldman Sachs shall, if a claim for indemnification in respect thereof is to be made against the Company under this Annex A, notify the Company of such involvement. Failure by Goldman Sachs to so notify the Company shall relieve the Company from the obligation to indemnify Goldman Sachs under this Annex A only to the extent that the Company suffers actual prejudice as a result of such failure, but shall not relieve the Company from its obligation to provide reimbursement and contribution to Goldman Sachs. If any person is entitled to indemnification under this Annex A (the "Indemnified Person") with respect to any action or proceeding brought by a third party that is also brought against the Company, the Company shall be entitled to assume the defense of any such action or proceeding with counsel reasonably satisfactory to the Indemnified Person. Upon assumption by the Company of the defense of any such action or proceeding, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel but the Company shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Person in connection with the defense thereof unless (i) the Company has agreed to pay such fees and expenses, (ii) the Company shall have failed to employ counsel reasonably satisfactory to the Indemnified Person in a timely manner, or (iii) the Indemnified Person shall have been advised by counsel that there are actual or potential conflicting interests between the Company and the Indemnified Person, including situations in which there are one or more legal defenses available to the Indemnified Person that are different from or additional to those available to the Company, provided, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Persons, including Goldman Sachs, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action or proceeding. The Company shall not consent to the terms of any compromise or settlement of any action defended by the Company in accordance with the foregoing without the prior written consent of the Indemnified Person. Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of either our engagement or any matter referred to in this letter is hereby waived by the parties hereto. The Company agrees that any suit or proceeding arising in respect to this letter or our engagement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City of New York, and the Company agrees to submit to the jurisdiction of, and to venue in, such courts. The provisions of this Annex A shall survive any termination or completion of the engagement provided by this letter agreement, and this letter agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.

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PERSONAL AND CONFIDENTIAL

September 24, 2008

Mr. Robert Williams Senior Vice President and Treasurer Washington Mutual, Inc. Washington Mutual Bank 1301 Second Avenue Seattle, WA 98101

Dear Mr. Williams:

GS Comments of September 24, 2008

We are pleased to confirm the arrangements under which Goldman, Sachs & Co. ("Goldman Sachs") is engaged by Washington Mutual, Inc. (the "Company") and Washington Mutual Bank (the "Bank") as financial advisor relating to the possible sale of all or a portion of the Company and/or the Bank and to explore capital raising alternatives.

I. During the term of our engagement, we will provide you with financial advice and assistance in connection with this potential transaction, which may include performing financial analyses, searching for a purchaser or investors acceptable to you, coordinating visits of potential purchasers and investors and assisting you in negotiating the fmancial aspects of the transaction.

2. At your request we also will undertake a study to enable us to render our opinion as to the fairness from a financial point of view of the financial consideration to be received by shareholders of the Company in connection with the sale of 50% or more of the outstanding common stock of the Company. The nature and scope of our investigation as well as the scope, form and substance of our opinion shall be such as we consider appropriate. If requested our opinion will be in written form.

3. The fees for our engagement will depend on the outcome of this assignment. Upon execution of the engagement letter, the Company agrees to pay us a fee of $3,000,000 for services provided to date. Upon armouncement of, or execution of a definitive agreement with respect to, a sale of 50% or more of the outstanding common stock or assets (based on the book value thereof) of the Company, the Company agrees to pay us a fee of $5,000,000 (the "Initial Fee"), less the fee paid upon execution of the engagement letter. If the purchase of50% or more of the outstanding common stock or the assets (based on the book value thereof) of the Company is accomplished in one or a series of transactions, including, but not limited to, private or open market purchases of stock, a tender offer, an exchange offer, a merger or a sale by the Company of its stock or assets, we will charge a transaction fee (the "Sale Completion Fee") equal to $30,000,000 less, to the extent paid, the Initial Fee, subject to a maximum transaction fee of $30,000,000 million. Ifless than 50% of the outstanding common stock or the assets (based on the book value thereof) is acquired in the marmer set forth in the preceding sentence, we will charge a transaction fee to be mutually agreed upon by Goldman Sachs and the Company; provided, however, in the event such transaction takes the form of a private placement of the Company's common stock, preferred securities or other capital securities to one or more

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financial sponsors or investors who were contacted in connection with the transactions referenced in the preceding sentence, we will charge a transaction fee (the "Investor Completion Fee") equal to 1.375% of the gross proceeds received by the Company from a sale of such securities; provided, however, that Goldman Sachs' entitlement to the Investor Completion Fee shall be suspended following the execution of a definitive agreement for a transaction in respect of which a Sale Completion Fee would be payable upon consummation thereof and shall terminate upon consummation of such transaction. Except as provided herein, a transaction fee will be paid to us in cash upon consummation of each transaction.

4. If the Company or any of its affiliates enters into an agreement with respect to a transaction in respect of which a Sale Completion Fee would be payable upon consummation thereof (the "Agreement') and the Agreement provides for a payment at any time to the Company in the event the transaction contemplated thereby is terminated or otherwise not consummated (the "Payment"), the Company agrees to pay to Goldman Sachs a transaction fee, in cash if and when such Payment is made to the Company, equal to the lesser of (i) 10% of such Payment and (ii) the amount that would otherwise have been payable by the Company to Goldman Sachs if such transaction had been consummated in accordance with its terms, in each case less, to the extent paid, the Initial Fee.

5. In the event that the Company determines to undertake a public or private offering of its common stock, preferred securities or any securities linked to the Company's common stock or preferred stock other than any transaction for which a fee is payable pursuant to paragraph 3 of this letter (an "Offering"), the Company shall offer Goldman Sachs the right to act in a non-exclusive capacity to be agreed between the Company and Goldman Sachs in such offering, with a fee (the "Offering Fee") of not less than 1.375% of the amount of the aggregate offering price of such securities and at least 50% of the total economics. If Goldman Sachs agrees to act in such capacity, the Company and Goldman Sachs will enter into an appropriate form of underwriting or other applicable agreement containing customary terms and conditions, including customary fee provisions and provisions relating to our indemnity. However, unless specifically covered by a separate agreement setting forth such arrangement, the provisions in the attached Annex A shall apply to each such transaction. The Company acknowledges that this letter is neither an expressed nor an implied commitment by Goldman Sachs to act in any capacity in any such transaction, to provide financing or to purchase or place any securities, which commitment shall only be set forth in a separate agreement.

6. You also agree to reimburse us periodically, upon request, and upon consummation of the transaction or transactions contemplated hereby or upon termination of our services pursuant to this agreement, for our reasonable expenses, excluding expenses incurred in connection with a public offer that is consummated, including the reasonable fees and disbursements of our attorneys, plus any sales, use or similar taxes (including additions to such taxes, if any) arising in connection with any matter referred to in this letter.

7. In order to coordinate most effectively our efforts together to effect a transaction satisfactory to you during the term of our engagement, the Company and its management will

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promptly inform us of any discussions they may have or of inquiries they may receive concerning the availability of all or a portion of the stock or assets of the Company for purchase.

8. Please note that any written or oral opinion or advice provided by Goldman Sachs in connection with our engagement is exclusively for the information of the Board of Directors and senior management of the Company, and such opinion, such advice and the terms of this letter may not be disclosed to any third party (other than the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, Simpson Thacher & Bartlett LLP and Deloitte & Touche LLP, or another of the Company's outside legal counselor independent accountants specified by you in writing who have been informed by you of the confidential nature of such opinion, such advice and the terms of this letter and have agreed to treat such information confidentially) or circulated or referred to publicly without our prior written consent. If reference to our opinion and our firm is required to be made in a proxy statement of the Company required to be filed under the federal securities laws, we will not unreasonably withhold our consent thereto so long as the full text of our opinion is reproduced therein and we have approved in advance the text of any accompanying disclosure.

9. In connection with engagements such as this, it is our firm policy to receive indemnification. The Company, jointly and severally, and the Bank, severally and not jointly, agree to the provisions with respect to our indemnity and other matters set forth in Annex A which is incorporated by reference into this letter. The Bank shall not be responsible for any obligations of the Company and this letter is not a guarantee of any obligations of the Company by the Bank.

10. As you know, Goldman Sachs is a full service securities firm engaged, either directly or through its affiliates in various activities, including securities trading, investment banking and fmancial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, Goldman Sachs and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Company, as well as of other entities and persons and their affiliates which may (i) be involved in transactions arising from or relating to the engagement contemplated by this letter, (ii) be customers or competitors of the Company, or (iii) have other relationships with the Company. In addition, Goldman Sachs and its affiliates may provide investment banking, underwriting and financial advisory services to such other entities and persons. Goldman Sachs and its affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Company or such other entities. The engagement contemplated by this letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph.

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11. Our services may be terminated by you or us at any time with or without cause effective upon receipt of written notice to that effect. We will be entitled to the applicable transaction fee set forth above in the event that (A) none of the Sale Completion Fee, the Investor Completion Fee or the Offering Fee has been paid prior to the time of such termination and (B) at any time prior to the expiration of twelve months after such termination (i) an agreement is entered into with respect to a sale of all or a portion of the Company (excluding an Offering) which is eventually consummated or (ii) an Agreement is entered into pursuant to which a Payment is eventually made; provided, however, that in the event that Goldman Sachs terminates its services hereunder without cause, the foregoing provisions of this sentence shall not apply. In the event that our services are terminated by you or us before any of the Sale Completion Fee, the Investor Completion Fee or the Offering Fee has become payable, the Company's obligations to offer Goldman Sachs the right to act in the capacities set forth above in connection with an Offering shall survive for a period of twelve months following the date of such termination; provided, however, that in the event that Goldman Sachs terminates its services hereunder without cause, the foregoing provisions of this sentence shall not apply

12. The Company recognizes that, in providing our services pursuant to this letter, we will rely upon and assume the accuracy and completeness of all of the fmancial, accounting, tax and other information discussed with or reviewed by us for such purposes, and we do not assume responsibility for the accuracy or completeness thereof. Goldman Sachs will have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of the Company or any other party or to advise or opine on any related solvency issues. It is understood and agreed that Goldman Sachs will act under this letter as an independent contractor with duties solely to the Company and nothing in this letter or the nature of our services in connection with this engagement or otherwise shall be deemed to create a fiduciary duty or fiduciary or agency relationship between us and the Company or its stockholders, employees or creditors, and the Company agrees that it shall not make, and hereby waives, any claim based on an assertion of such a fiduciary duty or relationship. Except as set forth in Annex A hereto, nothing in this letter is intended to confer upon any other person (including stockholders, employees or creditors of the Company) any rights or remedies hereunder or by reason hereof.

13. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001», Goldman Sachs is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address of its clients, as well as other information that will allow Goldman Sachs to properly identify its clients.

14. Goldman Sachs does not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, you are authorized to disclose to any person the US. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to you relating to that treatment and structure, without Goldman Sachs imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with

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securities laws. For this purpose, "tax structure" is limited to any facts that may be relevant to that treatment.

15. This letter contains the entire agreement of the parties with respect to the performance by Goldman Sachs of services for the Company and the Bank described herein and supersedes any prior understandings and agreements.

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Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this letter, which shall become a binding agreement upon our receipt. We are delighted to accept this engagement and look forward to working with you on this assignment.

Ve truly yours, C rt.l.~ ~ ~l c..

Confirmed

(GOLDMAN, SACHS & 0.) WASHINGTON MUTUAL, INC.

By: _________ _

Name: Title:

WASHINGTON MUTUAL BANK

By: ________ _ Name: Title:

Date: _________ _

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Washington Mutual, Inc. September 24, 2008 Page 7

AnnexA

In the event that Goldman Sachs becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including stockholders of the Company, in connection with or as a result of either our engagement or any matter referred to in this letter, the Company periodically will reimburse Goldman Sachs for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith; provided. however, that if it is found in any such action, proceeding or investigation that any loss, claim, damage or liability to any such person has resultedfrom the gross negligence or bad faith of Goldman Sachs in performing the services which are the subject this letter, Goldman Sachs shall repay such portion of the reimbursed amounts that is attributable to expenses incurred in relation to the act or omission of Goldman Sachs which is the subject of such finding. The Company, jointly and severally, and the Bank, severally and not jointly, will indemnifY and hold Goldman Sachs harmless against any and all losses, claims, damages or liabilities to any such person in connection with or as a result of either our engagement or any matter referred to in this letter, except to the extent that any such loss, claim, damage or liability results from the gross negligence or bad faith of Goldman Sachs in performing the services that are the subject of this letter. If for any reason the foregoing indemnification is unavailable to Goldman Sachs or insufficient to hold it harmless, then the Company and the Bank shall contribute to the amount paid or payable by Goldman Sachs as a result of such loss, claim, damage or liability in such proportion as is appropriate to refiect the relative economic interests of the Company, the Bank and their stockholders on the one hand and Goldman Sachs on the other hand in the matters contemplated by this letter as well as the relative fault of the Company, the Bank and Goldman Sachs with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this paragraph and the indemnity and contribution obligations of the Bank under this paragraph shall be in addition to any liability which the Company or the Bank may otherwise have, shall extend upon the same terms and conditions to any affiliate of Goldman Sachs and the partners, directors, agents, employees and controlling persons (if any), as the case may be, of Goldman Sachs and any such affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Bank, Goldman Sachs, any such affiliate and any such person. Neither the Company nor the Bank shall be required to indemnifY Goldman Sachs for any amount paid or payable by Goldman Sachs in the settlement of any action, proceeding or investigation without the written consent of the Company or the Bank, as applicable, which consent shall not be unreasonably withheld. Each of the Company and the Bank also agrees that neither Goldman Sachs nor any of such affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or the Bank or any person asserting claims on behalf of or in right of the Company or the Bank in connection with or as a result of either our engagement or any matter referred to in this letter except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company or the Bank result from the gross negligence or bad faith of Goldman Sachs in performing the services that are the subject of this letter. Prior to entering into any agreement or arrangement with respect to, or efficting, any proposed sale, exchange, dividend or other

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CONFIDENTIAL WAMUBKEXAM-GS-000018

Washington Mutual, Inc. September 24, 2008 Page 8

distribution or liquidation of all or a significant portion of its assets in one or a series of transactions or any significant recapitalization or reclassification of its outstanding securities that does not directly or indirectly provide for the assumption of the obligations of the Company and the Bank set forth in this Annex A, the Company will notifY Goldman Sachs in writing thereof (if not previously so notified) and, if requested by Goldman Sachs, shall arrange in connection therewith alternative means of providing for the obligations of the Company and the Bank set forth in this paragraph, including the assumption of such obligations by another party, insurance, surety bonds or the creation of an escrow, in each case in an amount and upon terms and conditions satisfactory to Goldman Sachs. Promptly after receipt by Goldman Sachs of notice of its involvement in any action, proceeding or investigation, Goldman Sachs shall, if a claim for indemnification in respect thereofis to be made against the Company or the Bank under this Annex A, notifY the Company or the Bank, as applicable, of such involvement. Failure by Goldman Sachs to so notifY the Company shall relieve the Company and the Bank, as applicable, from the obligation to indemnifY Goldman Sachs under this Annex A only to the extent that the Company or the Bank, as applicable, suffers actual prejudice as a result of such failure, but shall not relieve the Company from its obligation to provide reimbursement and the Company and the Bankfrom its obligations to provide contribution to Goldman Sachs. If any person is entitled to indemnification under this Annex A (the "Indemnified Person ") with respect to any action or proceeding brought by a third party that is also brought against the Company or the Bank, the Company shall be entitled to assume the defense of any such action or proceeding with counsel reasonably satisfactory to the Indemnified Person. Upon assumption by the Company of the defense of any such action or proceeding, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel but the Company shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Person in connection with the defense thereof unless (i) the Company has agreed to pay such fees and expenses, (ii) the Company shall have failed to employ counsel reasonably satisfactory to the Indemnified Person in a timely manner, or (iii) the Indemnified Person shall have been advised by counsel that there are actual or potential conjlicting interests between the Company or the Bank and the Indemnified Person, including situations in which there are one or more legal defenses available to the Indemnified Person that are different from or additional to those available to the Company or the Bank, provided, however, that the Company shall not, in connection with anyone such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Persons, including Goldman Sachs, except to the extent that local counsel, in addition to its regular counsel, is required in order to effictively defend against such action or proceeding. Neither the Company nor the Bank shall consent to the terms of any compromise or settlement of any action defended by it in accordance with the foregoing without the prior written consent of the Indemnified Person unless such compromise or settlement (i) includes an unconditional release of the Indemnified Person from all liability arising out of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Person. Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of either our engagement or any matter referred to in this

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CONFIDENTIAL WAMUBKEXAM-GS-000019

Washington Mutual, Inc. September 24, 2008 Page 9

letter is hereby waived by the parties hereto. The Company and the Bank agree that any suit or proceeding arising in respect to this letter or our engagement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City of New York and the Company and the Bank agree to submit to the jurisdiction of, and to venue in, such courts. The provisions of this Annex A shall survive any termination or completion of the engagement provided by this letter agreement, and this letter agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. The Bank shall not be responsible for any obligations of the Company and this Annex A is not a guarantee of any obligations of the Company by the Bank.

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1

Discussion Materials for

Goldman, Sachs & Co. August 11, 2008

CONFIDENTIAL WAMUBKEXAM-GS-000020

QUP Washington Mutual

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2

Table of Contents

I. Process Discussion

II. Mark-to-Market Discussion

III. Merger Analysis

IV. Structural Alternatives

Appendix A: Merger Analysis: Company Stress Loss Scenario

Appendix B: Selected Merger Analysis: Moody’s Stress Loss Scenario

Appendix C: BAC / CFC Mark Case Study

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3

I. Process Discussion

CONFIDENTIAL WAMUBKEXAM-GS-000022

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4

Overview of March / April Process

Initial Contact (March 3-7) — JPMorgan — Wells Fargo — Banco Santander — Barclays — BBVA

Indications of Interest / Initial Management Meetings (March 10-14)

— JP Morgan, Wells Fargo

Second Round Management Meetings / Final Bids (March 17 – April 1) — JP Morgan – Offered $5.00 / share with upside of $3.00 / share via a contingent value security

if the low end of losses in home equity portfolio (8.5% cumulative losses on $60.6bn home equity portfolio) proved to be correct

− Based on current assumptions of losses in home equity portfolio, aforementioned contingent value security would be worth $0

— Wells Fargo declined second round meetings due to concerns over mortgage portfolio and geographic overlap in higher-risk states (i.e. California)

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5

M&A Process Preliminary Timeline

Week 1 Week 2 Week 3 Week 4 Week 5 Week 6

Finalize Management Presentation

Finalize Data Room

Contact Potential PartnersConfidentiality Agreement

Management Meetings

Preliminary Indications of Interest

Due Diligence

Negotiate Terms

Announce Transaction

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Potential Strategic Partners / Acquirers of WaMu

Name Market Cap

($ in bn) 1-Yr Price

Performance 2009 P/E

Current Price/TBV

TCE/ TA

Tier 1 RatioCommentary

CEO: Jamie Dimon

$141.1 (11.7) % 12.3 x 1.8 x 4.5 % 9.1 % Relatively well-positioned to execute

a large transaction Unclear how participation in April

sale process will affect posture

CEO: Alfredo Sáenz Abad

113.9 (13.9) 7.6 2.6 3.5 7.7 Well-positioned to execute a large

transaction Considering U.S. strategic options

CEO: John Stumpf

99.8 (13.8) 12.8 3.0 5.1 8.2

Maybe reluctant to substantially increase mortgage and MSR exposure

Declined to proceed during the April sale process due to loan portfolio concerns

Has demonstrated interest in multi-family assets and California branches/deposits

CEO: Francisco González Rodríguez

67.1 (34.6) 6.7 2.6 4.7 7.9 Continued interest in growing U.S.

franchise WM footprint highly complementary

to BBVA’s targeted Sun Belt markets

CEO: John Varley

57.2 (47.2) 6.7 1.2 1.5 9.1 Focused on improving financial

performance and investor credibility; however, actively considering U.S. opportunities

CEO: Richard Davis

54.8 (1.5) 12.8 5.1 4.9 8.5

Unlikely to pursue transformative deal given conservative credit culture

Strong financial stability Might have an interest in certain

assets

CEO: Yoshifumi Nishikawa

50.3 (29.8) 11.3 1.7 2.4 6.7 Proactively considering U.S.

opportunities; however, unlikely to move quickly

CEO: W. Edmund Clark

47.8 (11.0) 10.0 4.4 2.4 9.1 Recently completed acquisition of

Commerce may limit near-term appetite

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Transaction Considerations

Consideration Comment

Mark-to-Market

Mark on portfolio at closing will be the primary driver for sizing the capital requirement of the acquiring institutions

Likely to be calculated based on a discounted cash flow methodology (expected prepayments, interest, losses, etc) as level 3 assets

BAC / CFC provides one recent data point on “accountant-approved” methodology

Form of Consideration

Contingent value security may be a form of consideration for potential acquirors Likely to be linked to performance of some subset of higher risk residential real

estate portfolio (or all of it) — JPMorgan linked to low-end of loss range on home equity portfolio to obtain

full value of CVS

Capturing Discount in Debt / Preferred

WaMu’s debt and preferred outstandings are currently trading at a significant discount to par — Aggregate discount of approximately $10.0 billion on $24.0 billion liability /

preferred base Capturing this discount in some fashion prior to executing a strategic transaction

would potentially improve the ability to pay of a potential partner due to decreased goodwill creation / capital needed

Transaction contingent on exchange / tender of debt / preferred may also be structured

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II. Mark-to-Market Discussion

CONFIDENTIAL WAMUBKEXAM-GS-000027

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Cumulative Loss Roll-Forward Company High Stress Case vs. Moody’s Stress Case ($ in millions)

Company High Stress (April 2008) As of Q1 As of Q2 Estimated as of Q4

Mar Balance

Cum Loss (%)

Expected Cum Loss 2Q NCOs

Jun Balance

Expected Cum Loss

RemainingCum Loss 3Q NCOs 4Q NCOs

Losses Left

RemainingCum Loss

SFR: Option ARM $ 55,846 9.9% $ 5,552 $ 466 $ 52,886 $ 5,086 9.1% $ 560 $ 672 $ 3,854 6.9%SFR: Other 52,574 2.6% 1,378 221 52,141 1,157 2.2% 265 318 575 1.1%Home Equity: 1st Lien 16,739 3.3% 557 50 16,922 507 3.0% 60 72 376 2.2%Home Equity: 2nd Lien 44,495 16.6% 7,383 659 43,464 6,724 15.1% 791 949 4,983 11.2%Subprime 17,344 22.5% 3,906 569 16,052 3,337 19.2% 683 819 1,835 10.6%Subtotal Residential $ 186,998 10.0% $ 18,776 $ 1,965 $ 181,465 $ 16,811 9.0% $ 2,358 $ 2,830 $ 11,623 6.2%Card Services 8,989 10.0% 899 153 10,589 746 8.3% 184 220 342 3.8%Commercial & Retail Smal 46,827 2.0% 937 53 47,573 884 1.9% 64 76 744 1.6%Total $ 242,814 $ 20,611 $ 2,171 $ 239,627 $ 18,440 $ 2,605 $ 3,126 $ 12,709

Moody’s Stress (July 2008) As of Q1 As of Q2 Estimated as of Q4

Mar Balance

Cum Loss (%)

Expected Cum Loss 2Q NCOs

Jun Balance

Expected Cum Loss

RemainingCum Loss 3Q NCOs 4Q NCOs

Losses Left

RemainingCum Loss

SFR: Option ARM $ 55,846 17.7% $ 9,885 $ 466 $ 52,886 $ 9,418 16.9% $ 560 $ 672 $ 8,187 14.7%SFR: Other 52,574 2.9% 1,525 221 52,141 1,304 2.5% 265 318 722 1.4%Home Equity: 1st Lien 16,739 3.8% 636 58 16,922 578 3.5% 70 84 424 2.5%Home Equity: 2nd Lien 44,495 16.0% 7,119 651 43,464 6,468 14.5% 781 937 4,750 10.7%Subprime 17,344 26.2% 4,545 569 16,052 3,976 22.9% 683 819 2,474 14.3%Subtotal Residential $ 186,998 12.7% $ 23,710 $ 1,965 $ 181,465 $ 21,745 11.6% $ 2,358 $ 2,830 $ 16,557 8.9%Card Services 8,989 20.0% 1,798 153 10,589 1,645 18.3% 184 220 1,241 13.8%Commercial & Retail Smal 46,827 2.0% 937 53 47,573 884 1.9% 64 76 744 1.6%Total $ 242,814 $ 26,444 $ 2,171 $ 239,627 $ 24,273 $ 2,605 $ 3,126 $ 18,542

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Illustrative Purchase Accounting Mark-to-Market Overview of Discounted Cash Flow Methodology on Residential Mortgage Assets ($ in billions)

Overview Expected Cumulative Mark to Market Sensitivity

12/31/08 Loss at 12/31/08 2Q08 Discount to Discount Rate – Company Stress CaseBalance Moody's Company CPR Coupon Rate¹ 0.00 % 0.50 % 1.00 % 1.50 % 2.00 %

SFR: Option ARM $ 51.8 $ 8.2 $ 3.9 10.0 % 6.6 % 8.1 % 0 2 5 7 9

SFR: Other 49.4 0.7 0.6 10.0 6.4 7.9 0 3 5 8 10

Home Equity: 1st Lien 15.7 0.4 0.3 10.0 5.9 7.4 0 3 5 8 10

Home Equity: 2nd Lien 40.6 4.8 5.0 10.0 5.9 7.4 0 2 5 7 9

Subprime 15.0 2.5 1.8 10.0 8.0 9.5 0 2 4 6 8

Total $ 172.5 $ 16.6 $ 11.6

Illustrative Impact at Close Moody's Stress Case Company Stress Case

Credit Impact Discount Rate Illustrative Mark Credit Impact Discount Rate Illustrative Markon Mark Impact on Mark to Market on Mark Impact on Mark to Market

%-Pts Amount %-Pts Amount %-Pts Amount %-Pts Amount %-Pts Amount %-Pts Amount

SFR: Option ARM 13 $ 6.6 6 $ 3.2 19 $ 9.8 5 $ 2.8 7 $ 3.6 12 $ 6.4

SFR: Other 0 0.1 8 3.8 8 3.9 0 0.0 8 3.8 8 3.8

Home Equity: 1st Lien 2 0.2 8 1.2 9 1.5 1 0.2 8 1.2 9 1.4

Home Equity: 2nd Lien 10 4.0 7 2.8 17 6.8 10 4.3 7 2.8 17 7.0

Subprime 13 2.0 6 0.9 19 2.9 9 1.4 6 0.9 15 2.3

Total 7 $ 12.9 7 $ 11.9 14 $ 24.8 5 $ 8.6 7 $ 12.4 12 $ 20.9

(1) Assumes base case discount rate of coupon + 150 bps

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Other Assets & Liabilities Estimated Mark-to-Market ($ in millions)

Other Assets Other Liabilities

Jun Balance % LossMark-to-Market

Other Assets:

Cash and cash equivalents $ 7,235 0% $ 0

Fed Funds Sold 2,750 0% 0

Trading Assets 2,308 10% 231

Mortgage-backed Securities 18,241 5% 912

Investment securities 6,134 10% 613

Investment in FHLB 3,498 0% 0

Mortgage Servicing Rights 6,175 10% 618

Accounts receivable¹ 3,456 0% 0

Investment in bank-owned life insurance¹ 5,523 5% 276

Premises and equipment¹ 2,914 0% 0

Accrued interest receivable¹ 1,930 0% 0

Derivatives¹ 3,035 0% 0

Identifiable intangible assets¹ 378 0% 0

Foreclosed Assets¹ 1,462 20% 292

Other¹ 4,360 0% 0

Other Assets 23,058 2% 569

Total Assets (Excluding Loans) $ 69,399 4% $ 2,942

Jun Balance % Loss

Mark-to-Market

Liabilities:

Non-interest-bearing retail checking $ 25,435 0% $ 0

Interest-bearing retail checking 21,715 0% 0

Retail Savings and money market 58,016 0% 0

Retail Time Deposits 43,086 0.75% 323

Commercial business / other deposits 8,892 0% 0

Brokered Deposits 19,348 0.75% 145

Escrow 5,431 0% 0

Total Deposits $ 181,923 0% $ 468

Federal Funds / CP / Repos 289 0% 0

FHLB Advances 58,363 0% 0

Other Borrowings 30,590 0% 0

Other Liabilities 8,566 0% 0

Minority Interests 3,914 0% 0

Total Liabilities $ 283,645 0% $ 468

1 Assumes other assets allocated in constant ratio as Q1 2008.

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Estimated ALLL Roll-Forward 2008 ($ in millions)

1,429

3,511

5,913

3,9083,126

(747)(1,368)

(2,171)(2,605)

(3,126)

1,8892,571

4,714

8,456

9,759 9,759

(4,000)

(2,000)

0

2,000

4,000

6,000

8,000

10,000

12,000

3Q07 4Q07 1Q08 2Q08 3Q08E 4Q08E

Provision

NCOs

Ending ALLL

Quarterly NCO Growth 77.4% 83.1% 58.7% 20.0% 20.0% Provisions / NCOs 1.9x 2.6x 2.7x 1.5x 1.0x

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Summary of Estimated Mark-to-Market ($ in millions)

12/31 Expected Balance

Company Stress Mark (%)

Moody's Stress Mark (%)

Company Stress Mark ($)

Moody's Stress Mark ($)

Loan PortfolioSFR: Option ARM $ 51,822 12 % 19 % $ 6,408 $ 9,783SFR: Other 49,363 8 8 3,782 3,908Home Equity: 1st Lien 15,749 9 9 1,399 1,466Home Equity: 2nd Lien 40,552 17 17 7,040 6,815Subprime 14,975 15 19 2,317 2,864Credit Card 10,589 0 0 0 0Multifamily / CRE / Other 47,573 2 2 714 951

Total Loan Portfolio Mark (12/31) $ 230,623 9.4 % 11.2 % $ 21,659 $ 25,788

Other Assets Writedown (12/31) 2,942 2,942

Liabilities Mark (468) (468)

Expected ALLL (12/31) (9,759) (9,759)

Total Pre-Tax Writedown (12/31) $ 14,374 $ 18,503

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III. Merger Analysis

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Merger Assumptions

Financial Assumptions — Financial data as of June 30, 2008. Market data as of August 8, 2008 — Acquirer IBES standalone financial assumptions — $5.00 purchase price

Transaction Assumptions — 100% stock financed — Company High Stress Case: $14.4 billion total pre-tax mark in excess of allowance at closing — Moody’s Stress Case: $18.5 billion total pre-tax mark at closing in excess of allowance at closing — Pro Forma Capital ratios

− Wells Fargo, USB, BBVA, SMBC maintain current Tier 1 RBC ratio − JPMorgan, Barclays and TD allowed 60 bps of Tier 1 capital flexibility − Santander allowed ~15 bps of Tier 1 capital flexibility − Acquirer issues shares at 10% discount to recapitalize entity

— Identifiable intangibles created: 1.5% of core deposits (CDI), 3.0% of managed credit card receivables (PCCR) — Restructuring charge of 1.5x run-rate synergies, over three years

Synergies detailed below (phased in 50% in 2009, 75% in 2010 and 100% thereafter)

JPMorgan Wells Fargo TD US Bancorp Barclays Santander BBVA SMBCWM 2008E Expenses

Mortgage Banking $ 1,759 60.0 % 60.0 % 20.0 % 40.0 % 10.0 % 10.0 % 10.0 % 10.0 %Commercial 219 30.0 30.0 20.0 30.0 10.0 10.0 10.0 10.0Card Services 1,149 30.0 20.0 15.0 20.0 20.0 10.0 10.0 10.0Corporate 1,524 50.0 60.0 30.0 50.0 20.0 20.0 20.0 20.0

Retail Banking Detail: Cost Save on Entire Franchise 20.0 % 20.0 % 10.0 % 20.0 % 5.0 % 5.0 % 15.0 % 5.0 % Branch Overlap 13.9 39.9 8.4 24.0 0.0 0.0 5.8 0.0 Cost Save on Overlap 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0Total Retail Banking $ 3,849 25.5 % 36.0 % 13.4 % 29.6 % 5.0 % 5.0 % 17.3 % 5.0 %

Total Expense Synergies $ 8,500 $ 3,211 $ 3,650 $ 1,539 $ 2,900 $ 925 $ 810 $ 1,285 $ 810As % of NIE 37.8 % 42.9 % 18.1 % 34.1 % 10.9 % 9.5 % 15.1 % 9.5 %

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Overview of Selected Buyers Selected Transaction Metrics – Company Stress Case ($14.4 bn pre-tax mark) ($ in millions)

JPMorgan Wells Fargo TD US Bancorp Barclays Santander BBVA SMBC0 0 0 0 0 0 0 0

Market Data: 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0

Market Cap $ 141,104 $ 99,640 $ 47,523 $ 54,772 $ 57,253 $ 113,851 $ 67,099 $ 50,318

2009E P/E 12.3 x 12.8 x 9.9 x 12.8 x 6.7 x 7.6 x 6.7 x 11.3 x0 0 0 0 0 0 0 0

Transaction Summary: 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0

Run Rate Pre-Tax Synergies $ 3,211 $ 3,637 $ 1,539 $ 2,900 $ 925 $ 810 $ 1,285 $ 810

As a Percentage of NIE 37.8 % 42.8 % 18.1 % 34.1 % 10.9 % 9.5 % 15.1 % 9.5 %0 0 0 0 0 0 0 0

Tier 1 (6/30/08) 9.11 % 8.24 % 9.10 % 8.50 % 9.13 % 7.88 % 7.70 % 6.73 %

Tier 1 Target (At Close) 8.50 8.24 8.50 8.50 8.50 7.75 7.70 6.730.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Equity Raised to Recapitalize $ 5,218 $ 11,643 $ 8,880 $ 11,860 $ 8,376 $ 7,193 $ 8,753 $ 7,252

As a Percentage of Market Cap 3.70 % 11.69 % 18.69 % 21.65 % 14.63 % 6.32 % 13.04 % 14.41 %0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

IRR 63.1 % 59.8 % 51.8 % 56.0 % 49.0 % 57.3 % 55.3 % 61.0 %0 0 0 0 0 0 0 0

2009E Acc. / Dil. 30.6 % 38.6 % 38.5 % 56.3 % 18.1 % 17.9 % 18.1 % 48.6 %

2010E Acc. / Dil. 29.3 40.1 57.0 62.2 22.2 21.1 22.1 56.6

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Overview of Selected Buyers Selected Transaction Metrics – Moody’s Stress Case ($18.5 bn pre-tax mark) ($ in millions)

JPMorgan Wells Fargo TD US Bancorp Barclays Santander BBVA SMBC0 0 0 0 0 0 0 0

Market Data: 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0

Market Cap $ 141,104 $ 99,640 $ 47,523 $ 54,772 $ 57,253 $ 113,851 $ 67,099 $ 50,318

2009E P/E 12.3 x 12.8 x 9.9 x 12.8 x 6.7 x 7.6 x 6.7 x 11.3 x0 0 0 0 0 0 0 0

Transaction Summary: 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0

Run Rate Pre-Tax Synergies $ 3,211 $ 3,637 $ 1,539 $ 2,900 $ 925 $ 810 $ 1,285 $ 810

As a Percentage of NIE 37.8 % 42.8 % 18.1 % 34.1 % 10.9 % 9.5 % 15.1 % 9.5 %0 0 0 0 0 0 0 0

Tier 1 (6/30/08) 9.11 % 8.24 % 9.10 % 8.50 % 9.13 % 7.88 % 7.70 % 6.73 %

Tier 1 Target (At Close) 8.50 8.24 8.50 8.50 8.50 7.75 7.70 6.730.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Equity Raised to Recapitalize $ 7,715 $ 14,146 $ 11,262 $ 14,357 $ 11,142 $ 10,209 $ 11,593 $ 9,944

As a Percentage of Market Cap 5.47 % 14.20 % 23.70 % 26.21 % 19.46 % 8.97 % 17.28 % 19.76 %0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

IRR 55.2 % 53.2 % 45.5 % 49.8 % 42.2 % 48.4 % 47.5 % 51.7 %0 0 0 0 0 0 0 0

2009E Acc. / Dil. 29.1 % 36.5 % 34.4 % 52.5 % 14.6 % 15.7 % 14.9 % 44.2 %

2010E Acc. / Dil. 27.6 37.8 52.4 57.9 18.5 18.9 18.7 51.8

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Sensitivity Analyses Equity Issued to Recapitalize Pro-Forma Entity1

($ in millions)

JPMorgan Wells Fargo Tier 1 Target at Close

7.50% 7.75% 8.00% 8.25% 8.50%

$ 10,000 $ 0 $ 0 $ 0 $ 0 $ 2,573

14,374 0 0 0 1,851 5,218

20,000 0 0 1,901 5,261 8,621

25,000 0 1,585 4,938 8,292 11,645

30,000 1,283 4,629 7,976 11,322 14,669

12/3

1/08

MTM

Los

s

Tier 1 Target at Close

7.50% 7.75% 8.00% 8.25% 8.50%

$ 10,000 $ 3,160 $ 5,130 $ 7,101 $ 9,071 $ 11,041

14,374 5,829 7,793 9,757 11,722 13,686

20,000 9,261 11,218 13,175 15,132 17,088

25,000 12,312 14,262 16,212 18,162 20,112

30,000 15,362 17,306 19,249 21,193 23,136

12/3

1/08

MTM

Los

s

US Bancorp TD Tier 1 Target at Close

7.50% 7.75% 8.00% 8.25% 8.50%

$ 10,000 $ 4,603 $ 5,755 $ 6,908 $ 8,061 $ 9,214

14,374 7,271 8,418 9,565 10,712 11,860

20,000 10,704 11,843 12,983 14,122 15,262

25,000 13,754 14,887 16,020 17,153 18,286

30,000 16,805 17,931 19,057 20,184 21,310

12/3

1/08

MTM

Los

s

Tier 1 Target at Close

7.50% 7.75% 8.00% 8.25% 8.50%

$ 10,000 $ 2,250 $ 3,277 $ 4,303 $ 5,330 $ 6,357

14,374 4,795 5,816 6,838 7,859 8,880

20,000 8,069 9,083 10,097 11,112 12,126

25,000 10,979 11,987 12,995 14,002 15,010

30,000 13,889 14,890 15,892 16,893 17,894

12/3

1/08

MTM

Los

s

1 Assumes all-stock transaction and does not include capital raised for transaction or make-whole

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Sensitivity Analyses Equity Issued to Recapitalize Pro-Forma Entity1

($ in millions)

Barclays Santander Tier 1 Target at Close

7.50% 7.75% 8.00% 8.25% 8.50%

$ 10,000 $ 0 $ 0 $ 770 $ 3,108 $ 5,446

14,374 0 1,381 3,713 6,044 8,376

20,000 2,852 5,175 7,498 9,822 12,145

25,000 6,231 8,547 10,863 13,179 15,495

30,000 9,610 11,918 14,227 16,535 18,844

12/3

1/08

MTM

Los

s

Tier 1 Target at Close

7.50% 7.75% 8.00% 8.25% 8.50%

$ 10,000 $ 1,613 $ 3,997 $ 6,382 $ 8,766 $ 11,151

14,374 4,815 7,193 9,570 11,948 14,325

20,000 8,934 11,302 13,671 16,040 18,408

25,000 12,594 14,955 17,316 19,676 22,037

30,000 16,255 18,608 20,960 23,313 25,666

12/3

1/08

MTM

Los

s

BBVA SMBC Tier 1 Target at Close

7.50% 7.75% 8.00% 8.25% 8.50%

$ 10,000 $ 4,434 $ 6,072 $ 7,711 $ 9,349 $ 10,987

14,374 7,447 9,079 10,711 12,343 13,974

20,000 11,323 12,947 14,570 16,193 17,816

25,000 14,768 16,384 18,000 19,615 21,231

30,000 18,213 19,821 21,429 23,038 24,646

12/3

1/08

MTM

Los

s

Tier 1 Target at Close

6.50% 6.75% 7.00% 7.25% 7.50%

$ 10,000 $ 11,020 $ 13,169 $ 15,319 $ 17,469 $ 19,618

14,374 13,853 15,996 18,139 20,283 22,426

20,000 17,496 19,632 21,767 23,903 26,038

25,000 20,734 22,863 24,991 27,120 29,248

30,000 23,973 26,094 28,215 30,337 32,458

12/3

1/08

MTM

Los

s

1 Assumes all-stock transaction and does not include capital raised for transaction or make-whole

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IV. Structural Alternatives

CONFIDENTIAL WAMUBKEXAM-GS-000039

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Contingent Value Securities Structural Overview

A bank holding company (“Acquiror”) is seeking to acquire another bank holding company (“Target”) which holds a portfolio of higher risk assets (“Assets”) on its balance sheet

In addition to cash and other consideration the Acquiror can deliver to Target shareholders Contingent Value Securities (“CVS”) which track the performance of the Assets and convert into common stock of the Acquiror based on Asset performance

CVS return will be based on asset performance post purchase accounting mark

Initial value of the CVS would be based on the size of the Asset portfolio, and the purchase accounting mark on the Assets

Dividends would be non-cumulative and paid based on an arms length fixed annual rate

Conversion into Acquiror common stock would be mandatory and occur upon the earlier of [5 yrs] and the date on which [80%] of the assets have paid off — Investors receive a variable number of shares

to return a fixed value within a range based on (i) performance of the asset portfolio and (ii) Acquiror stock price on the conversion date

— Alternately, upside can be capped or shared between Acquiror and Target shareholders

Core Business

High Risk Assets

Core Business

High Risk Assets

(marked)

Core Business

High Loss

Core Business

Low Loss

At Acquisition Upon Conversion (yr 5)

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Contingent Value Securities Regulatory, Rating Agency & Accounting Considerations

Regulatory & Rating Agency

The securities will be non-cumulative perpetual preferred stock with a mandatory conversion feature, and will qualify as Tier 1 and unrestricted core capital at the Federal Reserve

Rating Agencies will likely treat the security as a mandatory convertible preferred, which would achieve Basket E (100%) at Moody’s and 100% equity credit at S&P (up to 50% of ACE)

Accounting The value of the CVS will vary based on the value of the underlying assets, and will therefore likely be viewed as a

derivative — FAS 133 requires that the derivative should be marked to market on an ongoing basis. Consistent with the

guidance on contingent consideration in FAS141R, the change in fair value would be recorded in current earnings or OCI

— Changes in value in the CVS may be offset by electing fair value accounting on the underlying assets

− Size and timing of mark-to-market adjustments on the CVS may differ from adjustments on the underlying assets due to different assumptions underlying the valuation of each1

Since there is a requirement to deliver a variable number of shares within a range, the CVS will likely receive “if-converted” accounting treatment

To avoid EITF 00-19 issues, the CVS will require a share cap to limit the amount of common shares that could potentially be issued

1 Including volatility of the Acquiror’s share price, shifts in interest rates and shifts in credit spreads

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Contingent Value Securities Summary Term Sheet

Issuer The Acquiror

Assets A portfolio of higher-risk mortgage related assets with starting aggregate face or principal amount of $● (the “Starting Unpaid Principal Balance”)

Securities Offered Contingent Value Securities (“The Securities”)

Liquidation Preference Initially $● in the aggregate, or $● per share,

Conversion Date The earlier of (i) the date which is [5] yrs from the issue date, and (ii) the Asset Disposition Date

“Asset Disposition Date” means the last day of the first calendar quarter as of which the Unpaid Principal Balance is [20]% or less of the Starting Unpaid Principal Balance

“Unpaid Principal Balance” means, on any date, the aggregate principal amount of the loans that are part of the Assets on such date

Conversion On the Conversion Date, the Securities will convert into a number of shares of Acquiror common stock equal to the Conversion Valuedivided by the volume weighted average price of Acquiror common stock over the ten day period preceding the Conversion Date,provided that the Acquiror shall in no event be obligated to deliver more shares than the Maximum Share Cap

The “Conversion Value” will equal the sum of (a) the Liquidation Preference minus (b) Aggregate Asset Gains and Losses minus (c) Remaining Expected Losses

“Aggregate Asset Gains and Losses” means the aggregate sum of realized losses and realized gains minus the aggregate sum of expected losses as reflected on the Acquiror’s consolidated balance sheet at inception of the transaction as calculated on theConversion Date by an independent investment banking firm of international standing (the “Calculation Agent”)

“Remaining Expected Losses” means, with respect to Assets still outstanding on the Conversion Date, the aggregate sum ofexpected future losses as calculated on the Conversion Date by the Calculation Agent

“Maximum Share Cap” means [2 times] the Liquidation Preference divided by the volume weighted average price of Acquiror common stock over the ten day period preceding the date of issuance

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Contingent Value Securities Summary Term Sheet

Dividends Non-Cumulative Dividends will be payable on the Securities as and if declared by the Board of Directors at a rate equal to [8]% per annum applied to the Liquidation Preference of the Securities quarterly on ●,●,● and ● of each year, commencing on ●, 2008 (each, a “Dividend Payment Date”). The period from, and including, a Dividend Payment Date to, but excluding, the next succeedingDividend Payment Date is referred to herein as a “Dividend Period”.

Dividends on the Securities are not cumulative. Accordingly, if for any reason the Acquiror does not declare a dividend on theSecurities before the Dividend Payment Date for a Dividend Period, that dividend will not accumulate and holders of the Securities will have no right to receive, and the Acquiror will have no obligation to pay, a dividend for that period, whether or not dividends onthe Securities are paid in full or in part in the future.

If full dividends on the Securities are not paid for a particular Dividend Period, the Acquiror will not declare or pay dividends on orredeem or purchase any common stock or other junior securities during the next succeeding Dividend Period.

Ranking The Securities will rank junior to all debt of the Acquiror, senior to common equity, and pari passu with all other preferred shares of the Acquiror

Covenants In the charter document setting forth the terms of the Securities (the “Issuance Document”), the Acquiror will covenant as follows:

the Calculation Agent will calculate, for relevant periods and as of relevant dates, the Aggregate Gains and Losses andRemaining Expected Losses (and related definitions used in computing defined amounts) in accordance with the definitions ofthose terms set forth in the Issuance Document; and

at all relevant times, the Acquiror will have entered into and have in full force and effect a “Servicing Agreement” with an “Eligible Servicer”. “Eligible Servicer” means ●; each such Servicing Agreement shall have at least the following terms: ●

adopt a policy to manage the Assets with the objective of maximizing the gains on the Assets, and to adopt that standard as thecore servicing standard in the Servicing Agreement

Servicing Commencing upon issuance of the Securities and continuing through the Redemption Date, there shall at all times be a “Servicer” who shall be an Eligible Servicer. The Servicer shall be responsible for collecting on and otherwise servicing the Assets including assets that are ● or more days delinquent or are characterized as non-performing assets. The initial Servicer shall be jointly agreed upon and appointed by the Acquiror and the Target.

Issuance • The Securities will be issued in registered, global form The Securities will be registered under the Securities Act of 1933, as amended, and listed on NYSE

CONFIDENTIAL WAMUBKEXAM-GS-000043

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Contingent Value Securities Illustrative Impact – Wells Fargo Acquires WaMu

CVS has original notional value $4,000 mm ($2.35 / share) — Initially calculated as ~40% of mark on Option ARM portfolio at closing (mark on portfolio is 19% of 12/31/08E

balance of $51.8 billion)

Value of security contingent upon performance of reference pool (Option ARM portfolio) — Full value if portfolio performs as marked — Value adjusts on linear basis based on portfolio performance

Overview of Payment Pro Forma Impact 2009 2010 2011

As Expected: Moody's StressGain / (Loss) on Marked Portfolio $ 0.0 $ 0.0 $ 0.0Gain / (Loss) on CVS 0.0 0.0 0.0Value of CVS 4,000 4,000 4,000Wells Fargo Stock Price $ 32.57 $ 42.02 $ 45.28Number of Shares Issued 122.8 95.2 88.4Accretion / Dilution 34.3 % 36.6 % 36.3 %

Stronger Performance: Company StressGain / (Loss) on Marked Portfolio $ 276.1 $ 276.1 $ 276.1Gain / (Loss) on CVS (276.1) (276.1) (276.1)Value of CVS 4,276 4,552 4,828Wells Fargo Stock Price $ 32.57 $ 42.02 $ 45.28Number of Shares Issued 131.3 108.3 106.6Accretion / Dilution 34.1 % 36.1 % 35.7 %

CONFIDENTIAL WAMUBKEXAM-GS-000044

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Debt for Equity Exchange Exchanging Extant Debt and/or Preferred for Common Equity

Washington Mutual’s debt and preferred stock is trading at a significant discount to par

Similar to recent senior debt repurchases, a repurchase of discounted debt creates an after tax gain

A further extension to this strategy would be for WaMu to exchange equity for some of its existing subordinated debt and / or preferred stock

An equity exchange increases equity by — The price paid for the debt or preferred redeemed, plus — The aggregate discount less tax leakage

− Tax leakage only applies to debt and trust preferred – there is no tax leakage on Series K DRD Preferred, Series R Convertible Preferred, and REIT Preferred securities)

In addition, can re-balance capital structure by reducing hybrids outstanding, which could improve regulatory and rating agency sentiment

The most likely route for an exchange would be through a Section 3(a)(9) exemption — A direct solicitation by Washington Mutual to investors can avoid SEC filing but must conform to tender rules

and may be subject to the same disclosure requirements as a public common equity raise

CONFIDENTIAL WAMUBKEXAM-GS-000045

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Debt for Equity Exchange Outstanding Debt and Hybrid Securities

Security Size~Trading

PriceRepurchase

Price % ExchangedNotional

Debt RetiredEquity Issued

Discount Captured Tax Leakage

Net Increase in Equity

CapitalADP I (Cayman) $ 750 33.5 % 43.5 % 50.0 % $ 375 $ 163 $ 212 $ 0 $ 375ADP I (Delaware) 1,250 28.0 38.0 50.0 625 238 388 0 625ADP II 500 31.0 41.0 50.0 250 103 148 0 250ADP III 500 30.0 40.0 50.0 250 100 150 0 250ADP IV 1,000 47.0 57.0 50.0 500 285 215 0 500DRD Preferred (Series K) 500 32.0 42.0 50.0 250 105 145 0 250Conv Preferred (Series R) 3,000 48.9 58.9 50.0 1,500 884 617 0 1,500PIERS 1,150 40.0 50.0 50.0 575 288 288 101 474Total $ 8,650 40.0 % 50.0 % 50.0 % $ 4,325 $ 2,164 $ 2,161 $ 101 $ 4,224

Holdco Senior5.25% '17 $ 750 70.0 % 80.0 % 45.0 % $ 338 $ 270 $ 68 $ 24 $ 3144.20% '10 600 75.0 85.0 30.0 180 153 27 9 171L+14 '09 500 75.0 85.0 30.0 150 128 23 8 142L+40 '12 500 75.0 85.0 35.0 175 149 26 9 166L+30 '12 450 75.0 85.0 35.0 158 134 24 8 1495.5% '11 400 75.0 85.0 35.0 140 119 21 7 1335.0% '12 400 70.0 80.0 35.0 140 112 28 10 130L+30 '10 250 80.0 90.0 30.0 75 68 8 3 724.0% '09 1,000 85.0 95.0 30.0 300 285 15 5 295L+9 '09 1,000 85.0 95.0 30.0 300 285 15 5 295Total $ 5,850 77.6 % 87.6 % 33.4 % $ 1,955 $ 1,702 $ 253 $ 89 $ 1,866

Bank SeniorL+15 '10 $ 750 75.0 % 85.0 % 30.0 % $ 225 $ 191 $ 34 $ 12 $ 2135.55% '10 250 80.0 90.0 30.0 75 68 8 3 72L+10 '08 1,000 95.0 105.0 30.0 300 315 (15) (5) 3054.5% '08 250 95.0 105.0 30.0 75 79 (4) (1) 76L+20 '11 1,000 80.0 90.0 35.0 350 315 35 12 3386.75% '36 300 75.0 85.0 50.0 150 128 23 8 142L+42 '13 600 70.0 80.0 35.0 210 168 42 15 1955.95% '13 350 70.0 80.0 35.0 123 98 25 9 114Total $ 4,500 80.9 % 90.9 % 33.5 % $ 1,508 $ 1,361 $ 147 $ 51 $ 1,456

Holdco Sub4.625% '14 $ 750 45.0 % 55.0 % 40.0 % $ 300 $ 165 $ 135 $ 47 $ 2537.25% '17 500 45.0 55.0 40.0 200 110 90 32 1698.25% '10 500 45.0 55.0 30.0 150 83 68 24 126Total $ 1,750 45.0 % 55.0 % 37.1 % $ 650 $ 358 $ 293 $ 102 $ 548

Bank Sub5.65% '14 $ 1,000 45.0 % 55.0 % 35.0 % $ 350 $ 193 $ 158 $ 55 $ 2955.50% '13 750 45.0 55.0 35.0 263 144 118 41 2216.875% '11 1 45.0 55.0 30.0 0 0 0 0 05.125% '15 1,000 45.0 55.0 35.0 350 193 158 55 295L+65 '15 500 45.0 55.0 35.0 175 96 79 28 147Total $ 3,251 45.0 % 55.0 % 35.0 % $ 1,138 $ 626 $ 512 $ 179 $ 959

Aggregate $ 24,001 57.9 % 67.9 % 39.9 % $ 9,575 $ 6,210 $ 3,365 $ 522 $ 9,053

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Debt for Equity Exchange Impact on Key Ratios

Repurchase Only Outstanding Debt Repurchase Only Outstanding Preferreds Repurchase All Outstanding Debt / Preferred6/30/08 Actual Adj. 6/30/08 PF

6/30/08 Actual Adj. 6/30/08 PF

6/30/08 Actual Adj. 6/30/08 PF

TCE $ 15,096 $ 4,829 $ 19,925 TCE $ 15,096 $ 4,224 $ 19,320 TCE $ 15,096 $ 9,053 $ 24,149

TA 302,133 302,133 TA 302,133 302,133 TA 302,133 302,133

Shares 1,699 1,011 2,710 Shares 1,699 541 2,240 Shares 1,699 1,553 3,252

TCE / TA 5.00 % 6.59 % TCE / TA 5.00 % 6.39 % TCE / TA 5.00 % 7.99 %

TBVPS $ 8.89 $ 7.35 TBVPS $ 8.89 $ 8.63 TBVPS $ 8.89 $ 7.43

TCE $ 15,096 $ 4,829 $ 19,925 TCE $ 15,096 $ 4,224 $ 19,320 TCE $ 15,096 $ 9,053 $ 24,149

Preferred 7,306 7,306 Preferred 7,306 (4,325) 2,981 Preferred 7,306 (4,325) 2,981

AOCI 1,079 1,079 AOCI 1,079 1,079 AOCI 1,079 1,079

TE 23,481 28,310 TE 23,481 23,380 TE 23,481 28,209

TA $ 302,133 $ 302,133 TA $ 302,133 $ 302,133 TA $ 302,133 $ 302,133

TE / TA 7.77 % 9.37 % TE / TA 7.77 % 7.74 % TE / TA 7.77 % 9.34 %

Tier 1 $ 24,561 $ 4,829 $ 29,390 Tier 1 $ 24,561 $(101) $ 24,460 Tier 1 $ 24,561 $ 4,728 $ 29,289

RWA 247,273 247,273 RWA 247,273 247,273 RWA 247,273 247,273

Tier 1 RBC 9.93 % 11.89 % Tier 1 RBC 9.93 % 9.89 % Tier 1 RBC 9.93 % 11.84 %

Tier 1 $ 24,561 $ 4,829 $ 29,390 Tier 1 $ 24,561 $(101) $ 24,460 Tier 1 $ 24,561 $ 4,728 $ 29,289

Avg Assets 314,882 314,882 Avg Assets 314,882 314,882 Avg Assets 314,882 314,882

Tier 1 Leverage 7.80 % 9.33 % Tier 1 Leverage 7.80 % 7.77 % Tier 1 Leverage 7.80 % 9.30 %

Note: Assumes shares issued at $4.00 / share

CONFIDENTIAL WAMUBKEXAM-GS-000047

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Partial Sale Structures “Strawman”

Ownership [9.9 – 24.9]% fully diluted ownership

Form Convertible Preferred / Senior Common (unrestricted Tier 1 qualifying security)

Dividend Common equivalent dividend

Conversion price Current market

Regulatory Control Rebutted; Investor not regarded as a source of strength

Future Sale Investor holds right of first refusal or similar mechanism

Benefits Considerations

To WM

Gain strategic support of stronger financial institution

Increased capital levels Potential to combine with liquidity facility Potential to structure around anti-dilution

considerations

Dilution of existing shareholders Impact of triggering anti-dilution provision Right of first refusal significantly limits future

options Potential to structure a call and buyback security

at [25%] IRR at [3-5] years

To Investors Achieve path to full control

Limited downside

Must be certain that it would not be considered a source of strength by regulators

CONFIDENTIAL WAMUBKEXAM-GS-000048

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Capital Stacks 12/31/2008E ($ in millions)

64%78% 79%

15%

6% 6%

4%

9% 6%6% 7%

2%18%

0%

20%

40%

60%

80%

100%

120%

WM JPM WFC

Unrestricted Equity Capital Minority Interest Cumulative Perpetual Preferred Non Cumulative Perpetual Preferred REIT APEXMandatory Converts TPS ETPS

$ 101,043 $ 44,672 $ 22,285

WM JPM WFC15% Restricted Elements Limit (remaining capacity) $(1,637) $(831) $(234)25% Restricted Elements Limit (remaining capacity) 2,753 13,362 2,614

CONFIDENTIAL WAMUBKEXAM-GS-000049

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Pro Forma Capital Stacks 12/31/2008E ($ in millions)

74% 72%

8% 5%3% 6%9% 6%6% 5%

4%

0%

20%

40%

60%

80%

100%

120%

JPM / WM WFC / WM

Unrestricted Equity Capital Minority Interest Cumulative Perpetual Preferred Non Cumulative Perpetual Preferred REIT APEXMandatory Converts TPS ETPS

$ 117,184 $ 63,594

JPM / WM WFC / WM15% Restricted Elements Limit (remaining capacity) $(3,552) $(2,464)25% Restricted Elements Limit (remaining capacity) 15,151 4,840

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Appendix A: Merger Analysis: Company Stress Loss Scenario

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Overview of Mark-to-Market Purchase Accounting Assumes $14.4bn Mark at Close (Company Stress Case)

JPMorgan Wells Fargo

Purchase Price

Consideration for WM (at $5.00 per share) $ 8,497

(+) Investors Make-Whole 1,422

Total Consideration $ 9,919

Implied Per Share Consideration for WM $ 5.84

Goodwill Created:

Total Consideration $ 9,919

(-) Tangible Book Value At Close (12,996)

(+) After-Tax Writedown 9,343

(-) Identifiable Intangibles Created (3,232)

(+) DTL Created 854

(-) Incremental Writedown of Other Assets 0

Goodwill $ 3,888

Equity Issued To Recapitalize Entity $ 5,218

As a Percentage of Acquiror Market Cap 3.7 %

Purchase Price

Consideration for WM (at $5.00 per share) $ 8,497

(+) Investors Make-Whole 1,422

Total Consideration $ 9,919

Implied Per Share Consideration for WM $ 5.84

Goodwill Created:

Total Consideration $ 9,919

(-) Tangible Book Value At Close (12,996)

(+) After-Tax Writedown 9,343

(-) Identifiable Intangibles Created (3,207)

(+) DTL Created 854

(-) Incremental Writedown of Other Assets 0

Goodwill $ 3,913

Equity Issued To Recapitalize Entity $ 11,643

As a Percentage of Acquiror Market Cap 11.7 %

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JPMorgan Acquires Washington Mutual Assumes $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Pro Forma Capital Position Pro Forma Profitability 2008 2009 2010

JPMorgan Beginning Tangible Common Equity $ 77,508 $ 86,736 $ 89,410

(+) Equity Issued to Finance Purchase 8,497

(+) Equity Issued to Make-Whole Investors 1,422

(+) Equity Issued to Recapitalize Entity 5,218

(-) Equity Repurchased (415) (7,065) (9,441)

(-) Restructuring Charges (1,044) (1,044) (1,044)

(-) Transaction Identifiable Intangibles (3,232) 0 0

(-) Transaction Goodwill (3,888) 0 0

(+) Amortization 616 1,290 1,139

(+) Net Income 4,594 15,821 21,165

(-) Dividends (2,541) (6,328) (8,466)

JPMorgan Ending Tangible Common Equity $ 86,736 $ 89,410 $ 92,764

Standalone JPMorgan Beginning Tangible Assets $ 1,726,002 $ 1,769,422 $ 1,835,775

(+) Asset Growth 43,420 66,353 68,842

Standalone JPMorgan Ending Tangible Assets $ 1,769,422 $ 1,835,775 $ 1,904,617

Standalone Olympic Beginning Tangible Assets $ 302,123 $ 288,890 $ 276,449

(+) Asset Growth (13,233) (12,441) (4,578)

Standalone Olympic Ending Tangible Assets $ 288,890 $ 276,449 $ 271,871

Pro Forma JPMorgan Ending Tangible Assets $ 2,058,312 $ 2,112,224 $ 2,176,488

Pro Forma TE / TA 4.86 % 4.86 % 4.87 %

Pro Forma TCE / TA 4.21 4.23 4.26

Pro-Forma Tier 1 RBC Ratio 8.50 % 8.50 % 8.50 %

Pro-Forma Tier 1 Leverage Ratio 5.64 5.70 5.69

2008 2009 2010 2011

JPMorgan Net Income $ 8,970 $ 11,341 $ 15,913 $ 17,084

Olympic Standalone Net Income (685) 628 2,778 2,430

(+) Post-Tax Provision Benefit 0 2,289 839 1,109

(+) Accretion of Interest-Rate Mark 0 785 687 587

Olympic Pro Forma Net Income (685) 3,701 4,304 4,125

(-) Debt Interest Expense 0 0 0 0

(+) Olympic Amortization Expense 0 68 57 48

(-) Additional Amortization Expense 0 (210) (210) (210)

(+) Return on Cash From New Equity Issuance 0 188 188 188

(-) Lost Investment Income on Share Repurchases 0 (243) (550) (888)

(-) Lost Yield on Restructuring Charge 0 (68) (102) (102)

(+) Net Synergies 0 1,044 1,565 1,722

Pro Forma Operating Net Income¹ $ 8,970 $ 15,821 $ 21,165 $ 21,968

JPMorgan Beginning Diluted Shares Outstanding 3,436 3,801 3,638 3,483

New Shares Issued to Finance Purchase 203

New Shares Issued to Make-Whole Investors 34

New Shares Issed to Recapitalize Entity 138

Shares Repurchased (10) (162) (155) (158)

Total Pro Forma Shares Outstanding 3,801 3,638 3,483 3,325

JPMorgan Standalone EPS $ 2.56 $ 3.33 $ 4.70 $ 5.08

Pro Forma EPS 2.56 4.35 6.08 6.61

Accretion / Dilution ($) $ 0.00 $ 1.02 $ 1.38 $ 1.53

Accretion / Dilution (%) 0.0% 30.6% 29.3% 30.1%

1 Assumes restructuring charges excluded from operating EPS.

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JPMorgan Acquires Washington Mutual Analysis at Various Prices, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Price Per Share $ 3.00 $ 4.00 $ 5.00 $ 6.00 $ 7.00

Implied Price Per Share (Inc. Make-Whole) 4.28 5.06 5.84 6.61 7.39

Purchase Price $ 7,279 $ 8,599 $ 9,919 $ 11,239 $ 12,559

Equity Issued to Recapitalize Entity 5,218 5,218 5,218 5,218 5,218

Aggregate Deal Value $ 12,497 $ 13,817 $ 15,137 $ 16,457 $ 17,777

% Premium / Discount (Excluding Make-Whole) (43.4)% (24.5)% (5.7)% 13.2 % 32.1 %

% Premium / Discount (Including Make-Whole) (19.2)% (4.5)% 10.1 % 24.8 % 39.4 %

Deal Multiples Value

P / 2010E EPS $ 1.76 4.2 x 4.6 x 5.1 x 5.5 x 5.9 x

P / 2009E Adjusted EPS 2.18 3.4 3.7 4.1 4.4 4.8P / 2010E Adjusted EPS 2.53 2.9 3.2 3.5 3.8 4.1P / TBVPS 8.88 0.8 0.9 1.0 1.1 1.2P / Adjusted TBVPS (at closing) 2.15 3.4 3.8 4.1 4.5 4.9Transaction IRR (8.0x Terminal) 75.3 % 68.7 % 63.1 % 58.2 % 53.9 %Core Deposit Premium (0.3) 0.5 1.3 2.1 2.9

Accretion / Dilution

2009 EPS 32.8 % 31.7 % 30.6 % 29.5 % 28.5 %2010 EPS 31.5 30.4 29.3 28.2 27.2

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JPMorgan Acquires Washington Mutual IRR Analysis, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

2008E 2009E 2010E 2011E 2012E 2013E

WM EarningsStandalone Net Income $ 628 $ 2,778 $ 2,430 $ 3,174 $ 3,492(+) Post-Tax Provision Benefit 2,289 839 1,109 521 0Accretion of Interest Rate Mark 785 687 587 549 389Pro-forma Net Income $ 3,701 $ 4,304 $ 4,125 $ 4,244 $ 3,881

Add-Back Existing Intangible Amortization $ 68 $ 57 $ 48 $ 38 $ 38Cash Net Income 3,769 4,361 4,173 4,282 3,919

Transaction Adjustments (AT)(+) Cost Synergies $ 1,044 $ 1,565 $ 1,722 $ 1,894 $ 2,083(+) Cost of Funds (Restructuring Reserve) (68) (102) (102) (102) (102)(+) Return on Cash From New Equity Issuance 188 188 188 188 188(+) Transaction Intangible Amortization (210) (210) (210) (210) (210)

Total Adjustments $ 954 $ 1,442 $ 1,598 $ 1,771 $ 1,960

Pro Forma Net Income $ 4,723 $ 5,802 $ 5,772 $ 6,053 $ 5,879WM CapitalBeginning Tier 1 $ 26,646 $ 19,232 $ 18,914 $ 18,901(+) Net Income 4,723 5,802 5,772 6,053(-) Post-Tax Writedown (9,343)(+) Amortization 1,290 1,139 1,028 952(-) Restructuring Charge (1,044) (1,044) (1,044)(Excess) / Infusion (3,041) (6,217) (6,812) (6,112)Ending Tier 1¹ $ 26,646 $ 19,232 $ 18,914 $ 18,901 $ 19,794

Risk-Weighted Assets $ 236,442 $ 226,260 $ 222,513 $ 222,368 $ 232,876

Tier 1 Ratio 11.27 % 8.50 % 8.50 % 8.50 % 8.50 %

Cash FlowsPurchase Price $ (9,919) Additional Equity Issued (5,218)Excess / (Infusion) $ 3,041 $ 6,217 $ 6,812 $ 6,112Terminal Value (8.0 x) Earnings 47,031

Cash flow to JPMorgan $ (15,137) $ 3,041 $ 6,217 $ 6,812 $ 53,142

Internal Rate of Return (@ 31-Dec-08) 63.1 %

Note: Assumes WM targets same Tier 1 target as acquiror. 1 Pro forma for equity raised to recapitalize entity and restructuring charge

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Wells Fargo Acquires Washington Mutual Assumes $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Pro Forma Capital Position Pro Forma Profitability 2008 2009 2010

Wells Fargo Beginning Tangible Common Equity $ 30,159 $ 44,657 $ 46,194

(+) Equity Issued to Finance Purchase 8,356

(+) Equity Issued to Make-Whole Investors 1,422

(+) Equity Issued to Recapitalize Entity 11,643

(-) Equity Repurchased (305) (5,383) (6,502)

(-) Restructuring Charges (1,182) (1,182) (1,182)

(-) Transaction Identifiable Intangibles (3,207) 0 0

(-) Transaction Goodwill (3,772) 0 0

(+) Amortization 128 547 521

(+) Net Income 3,361 12,592 15,591

(-) Dividends (1,947) (5,037) (6,237)

Wells Fargo Ending Tangible Common Equity $ 44,657 $ 46,194 $ 48,386

Standalone Wells Fargo Beginning Tangible Assets $ 591,992 $ 612,893 $ 645,070

(+) Asset Growth 20,901 32,177 33,866

Standalone Wells Fargo Ending Tangible Assets $ 612,893 $ 645,070 $ 678,936

Standalone Olympic Beginning Tangible Assets $ 302,123 $ 288,890 $ 276,449

(+) Asset Growth (13,233) (12,441) (4,578)

Standalone Olympic Ending Tangible Assets $ 288,890 $ 276,449 $ 271,871

Pro Forma Wells Fargo Ending Tangible Assets $ 901,783 $ 921,519 $ 950,807

Pro Forma TE / TA 5.84 % 5.88 % 5.93 %

Pro Forma TCE / TA 4.95 5.01 5.09

Pro-Forma Tier 1 RBC Ratio 8.24 % 8.24 % 8.24 %

Pro-Forma Tier 1 Leverage Ratio 7.36 7.45 7.48

2008 2009 2010 2011

Wells Fargo Net Income $ 7,113 $ 7,691 $ 9,758 $ 10,474

Olympic Standalone Net Income (685) 628 2,778 2,430

(+) Post-Tax Provision Benefit 0 2,289 839 1,109

(+) Accretion of Interest-Rate Mark 0 785 687 587

Olympic Pro Forma Net Income (685) 3,701 4,304 4,125

(-) Debt Interest Expense 0 0 0 0

(+) Olympic Amortization Expense 0 68 57 48

(-) Additional Amortization Expense 0 (209) (209) (209)

(+) Return on Cash From New Equity Issuance 0 420 420 420

(-) Lost Investment Income on Share Repurchases 0 (185) (396) (639)

(-) Lost Yield on Restructuring Charge 0 (77) (115) (115)

(+) Net Synergies 0 1,182 1,773 1,950

Pro Forma Operating Net Income¹ $ 7,113 $ 12,592 $ 15,591 $ 16,055

Wells Fargo Beginning Diluted Shares Outstanding 3,303 4,031 3,866 3,711

New Shares Issued to Finance Purchase 272

New Shares Issued to Make-Whole Investors 46

New Shares Issed to Recapitalize Entity 420

Shares Repurchased (10) (165) (155) (165)

Total Pro Forma Shares Outstanding 4,031 3,866 3,711 3,546

Wells Fargo Standalone EPS $ 2.15 $ 2.35 $ 3.00 $ 3.24

Pro Forma EPS 2.15 3.26 4.20 4.53

Accretion / Dilution ($) $ 0.00 $ 0.91 $ 1.20 $ 1.29

Accretion / Dilution (%) 0.0% 38.6% 40.1% 39.7%

1 Assumes restructuring charges excluded from operating EPS.

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Wells Fargo Acquires Washington Mutual Analysis at Various Prices, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Price Per Share $ 3.00 $ 4.00 $ 5.00 $ 6.00 $ 7.00

Implied Price Per Share (Inc. Make-Whole) 4.28 5.06 5.84 6.61 7.39

Purchase Price $ 7,139 $ 8,459 $ 9,779 $ 11,099 $ 12,419

Equity Issued to Recapitalize Entity 11,643 11,643 11,643 11,643 11,643

Aggregate Deal Value $ 18,782 $ 20,102 $ 21,422 $ 22,742 $ 24,062

% Premium / Discount (Excluding Make-Whole) (43.4)% (24.5)% (5.7)% 13.2 % 32.1 %

% Premium / Discount (Including Make-Whole) (19.2)% (4.5)% 10.1 % 24.8 % 39.4 %

Deal Multiples Value

P / 2010E EPS $ 1.76 6.3 x 6.7 x 7.2 x 7.6 x 8.0 x

P / 2009E Adjusted EPS 2.18 5.1 5.4 5.8 6.1 6.5P / 2010E Adjusted EPS 2.53 4.4 4.7 5.0 5.3 5.6P / TBVPS 8.88 1.2 1.3 1.4 1.5 1.6P / Adjusted TBVPS (at closing) 2.15 5.1 5.5 5.9 6.2 6.6Transaction IRR (8.0x Terminal) 69.7 % 64.4 % 59.8 % 55.7 % 52.0 %Core Deposit Premium 3.6 4.4 5.2 6.0 6.8

Accretion / Dilution

2009 EPS 41.6 % 40.1 % 38.6 % 37.2 % 35.7 %2010 EPS 43.1 41.6 40.1 38.6 37.1

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Wells Fargo Acquires Washington Mutual IRR Analysis, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

2008E 2009E 2010E 2011E 2012E 2013E

WM EarningsStandalone Net Income $ 628 $ 2,778 $ 2,430 $ 3,174 $ 3,492(+) Post-Tax Provision Benefit 2,289 839 1,109 521 0Accretion of Interest Rate Mark 785 687 587 549 389Pro-forma Net Income $ 3,701 $ 4,304 $ 4,125 $ 4,244 $ 3,881

Add-Back Existing Intangible Amortization $ 68 $ 57 $ 48 $ 38 $ 38Cash Net Income 3,769 4,361 4,173 4,282 3,919

Transaction Adjustments (AT)(+) Cost Synergies $ 1,182 $ 1,773 $ 1,950 $ 2,145 $ 2,360(+) Cost of Funds (Restructuring Reserve) (77) (115) (115) (115) (115)(+) Return on Cash From New Equity Issuance 420 420 420 420 420(+) Transaction Intangible Amortization (209) (209) (209) (209) (209)

Total Adjustments $ 1,317 $ 1,869 $ 2,047 $ 2,242 $ 2,456

Pro Forma Net Income $ 5,086 $ 6,230 $ 6,220 $ 6,523 $ 6,375WM CapitalBeginning Tier 1 $ 32,932 $ 18,644 $ 18,335 $ 18,323(+) Net Income 5,086 6,230 6,220 6,523(-) Post-Tax Writedown (9,343)(+) Amortization 547 521 448 417(-) Restructuring Charge (1,182) (1,182) (1,182)(Excess) / Infusion (9,396) (5,877) (6,680) (6,074)Ending Tier 1¹ $ 32,932 $ 18,644 $ 18,335 $ 18,323 $ 19,189

Risk-Weighted Assets $ 236,442 $ 226,260 $ 222,513 $ 222,368 $ 232,876

Tier 1 Ratio 13.93 % 8.24 % 8.24 % 8.24 % 8.24 %

Cash FlowsPurchase Price $ (9,779) Additional Equity Issued (11,643)Excess / (Infusion) $ 9,396 $ 5,877 $ 6,680 $ 6,074Terminal Value (8.0 x) Earnings 50,999

Cash flow to Wells Fargo $ (21,422) $ 9,396 $ 5,877 $ 6,680 $ 57,073

Internal Rate of Return (@ 31-Dec-08) 59.8 %

Note: Assumes WM targets same Tier 1 target as acquiror. 1 Pro forma for equity raised to recapitalize entity and restructuring charge

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TD Acquires Washington Mutual Assumes $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Pro Forma Capital Position Pro Forma Profitability Pro Forma Capital Position

2008 2009 2010

TD Beginning Tangible Common Equity $ 10,764 $ 23,717 $ 23,399

(+) Equity Issued to Finance Purchase 8,497

(+) Equity Issued to Make-Whole Investors 1,422

(+) Equity Issued to Recapitalize Entity 8,880

(-) Equity Repurchased 0 (5,540) (5,473)

(-) Restructuring Charges (477) (477) (477)

(-) Transaction Identifiable Intangibles (3,232) 0 0

(-) Transaction Goodwill (3,530) 0 0

(+) Amortization 78 446 427

(+) Net Income 2,204 8,756 9,621

(-) Dividends (891) (3,502) (3,848)

TD Ending Tangible Common Equity $ 23,717 $ 23,399 $ 23,648

Standalone TD Beginning Tangible Assets $ 455,205 $ 466,656 $ 484,155

(+) Asset Growth 11,451 17,500 18,156

Standalone TD Ending Tangible Assets $ 466,656 $ 484,155 $ 502,311

Standalone Olympic Beginning Tangible Assets $ 302,123 $ 289,321 $ 276,880

(+) Asset Growth (12,802) (12,441) (4,578)

Standalone Olympic Ending Tangible Assets $ 289,321 $ 276,880 $ 272,302

Pro Forma TD Ending Tangible Assets $ 755,977 $ 761,036 $ 774,613

Pro Forma TE / TA 4.42 % 4.35 % 4.31 %

Pro Forma TCE / TA 3.14 3.07 3.05

Pro-Forma Tier 1 RBC Ratio 8.50 % 8.50 % 8.50 %

Pro-Forma Tier 1 Leverage Ratio 4.80 4.75 4.72

2008 2009 2010 2011

TD Net Income $ 4,093 $ 4,778 $ 4,895 $ 5,350

Olympic Standalone Net Income (685) 628 2,778 2,430

(+) Post-Tax Provision Benefit 0 2,183 800 1,058

(+) Accretion of Interest-Rate Mark 0 748 655 560

Olympic Pro Forma Net Income (685) 3,559 4,233 4,047

(-) Debt Interest Expense 0 0 0 0

(+) Olympic Amortization Expense 0 68 57 48

(-) Additional Amortization Expense 0 (200) (200) (200)

(+) Return on Cash From New Equity Issuance 0 306 306 306

(-) Lost Investment Income on Share Repurchases 0 (172) (341) (518)

(-) Lost Yield on Restructuring Charge 0 (30) (44) (44)

(+) Net Synergies 0 477 716 787

Pro Forma Operating Net Income¹ $ 4,093 $ 8,756 $ 9,621 $ 9,776

TD Beginning Diluted Shares Outstanding 805 1,133 1,066 1,008

New Shares Issued to Finance Purchase 141

New Shares Issued to Make-Whole Investors 24

New Shares Issed to Recapitalize Entity 163

Shares Repurchased 0 (67) (57) (56)

Total Pro Forma Shares Outstanding 1,133 1,066 1,008 953

TD Standalone EPS $ 5.33 $ 5.93 $ 6.08 $ 6.64

Pro Forma EPS 5.33 8.22 9.54 10.26

Accretion / Dilution ($) $ 0.00 $ 2.28 $ 3.46 $ 3.62

Accretion / Dilution (%) 0.0% 38.5% 57.0% 54.5%

1 Assumes restructuring charges excluded from operating EPS.

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TD Acquires Washington Mutual Analysis at Various Prices, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Price Per Share $ 3.00 $ 4.00 $ 5.00 $ 6.00 $ 7.00

Implied Price Per Share (Inc. Make-Whole) 4.28 5.06 5.84 6.61 7.39

Purchase Price $ 7,279 $ 8,599 $ 9,919 $ 11,239 $ 12,559

Equity Issued to Recapitalize Entity 8,880 8,880 8,880 8,880 8,880

Aggregate Deal Value $ 16,159 $ 17,479 $ 18,799 $ 20,119 $ 21,440

% Premium / Discount (Excluding Make-Whole) (43.4)% (24.5)% (5.7)% 13.2 % 32.1 %

% Premium / Discount (Including Make-Whole) (19.2)% (4.5)% 10.1 % 24.8 % 39.4 %

Deal Multiples Value

P / 2010E EPS $ 1.76 5.4 x 5.8 x 6.3 x 6.7 x 7.2 x

P / 2009E Adjusted EPS 2.09 4.5 4.9 5.3 5.7 6.0P / 2010E Adjusted EPS 2.49 3.8 4.1 4.4 4.8 5.1P / TBVPS 8.88 1.1 1.2 1.2 1.3 1.4P / Adjusted TBVPS (at closing) 2.15 4.4 4.8 5.1 5.5 5.9Transaction IRR (8.0x Terminal) 62.0 % 56.5 % 51.8 % 47.6 % 43.9 %Core Deposit Premium 1.9 2.8 3.6 4.4 5.2

Accretion / Dilution

2009 EPS 44.1 % 41.2 % 38.5 % 35.9 % 33.3 %2010 EPS 63.3 60.1 57.0 54.0 51.2

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TD Acquires Washington Mutual IRR Analysis, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

2008E 2009E 2010E 2011E 2012E 2013E

WM EarningsStandalone Net Income $ 628 $ 2,778 $ 2,430 $ 3,174 $ 3,492(+) Post-Tax Provision Benefit 2,183 800 1,058 497 0Accretion of Interest Rate Mark 748 655 560 523 371Pro-forma Net Income $ 3,559 $ 4,233 $ 4,047 $ 4,195 $ 3,863

Add-Back Existing Intangible Amortization $ 68 $ 57 $ 48 $ 38 $ 38Cash Net Income 3,627 4,290 4,095 4,233 3,901

Transaction Adjustments (AT)(+) Cost Synergies $ 477 $ 716 $ 787 $ 866 $ 953(+) Cost of Funds (Restructuring Reserve) (30) (44) (44) (44) (44)(+) Return on Cash From New Equity Issuance 306 306 306 306 306(+) Transaction Intangible Amortization (200) (200) (200) (200) (200)

Total Adjustments $ 553 $ 777 $ 848 $ 927 $ 1,014

Pro Forma Net Income $ 4,180 $ 5,067 $ 4,944 $ 5,160 $ 4,915WM CapitalBeginning Tier 1 $ 30,874 $ 19,262 $ 18,944 $ 18,931(+) Net Income 4,180 5,067 4,944 5,160(-) Post-Tax Writedown (8,912)(+) Amortization 446 427 413 403(-) Restructuring Charge (477) (477) (477)(Excess) / Infusion (6,850) (5,335) (5,369) (4,670)Ending Tier 1¹ $ 30,874 $ 19,262 $ 18,944 $ 18,931 $ 19,824

Risk-Weighted Assets $ 236,795 $ 226,613 $ 222,866 $ 222,721 $ 233,229

Tier 1 Ratio 13.04 % 8.50 % 8.50 % 8.50 % 8.50 %

Cash FlowsPurchase Price $ (9,919) Additional Equity Issued (8,880)Excess / (Infusion) $ 6,850 $ 5,335 $ 5,369 $ 4,670Terminal Value (8.0 x) Earnings 39,316

Cash flow to TD $ (18,799) $ 6,850 $ 5,335 $ 5,369 $ 43,986

Internal Rate of Return (@ 31-Dec-08) 51.8 %

Note: Assumes WM targets same Tier 1 target as acquiror. 1 Pro forma for equity raised to recapitalize entity and restructuring charge

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USB Acquires Washington Mutual Assumes $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Pro Forma Capital Position Pro Forma Profitability 2008 2009 2010

US Bancorp Beginning Tangible Common Equity $ 10,895 $ 24,745 $ 24,305

(+) Equity Issued to Finance Purchase 8,497

(+) Equity Issued to Make-Whole Investors 1,422

(+) Equity Issued to Recapitalize Entity 11,860

(-) Equity Repurchased (476) (5,407) (5,741)

(-) Restructuring Charges (943) (943) (943)

(-) Transaction Identifiable Intangibles (3,232) 0 0

(-) Transaction Goodwill (3,888) 0 0

(+) Amortization 166 610 547

(+) Net Income 1,937 8,833 10,421

(-) Dividends (1,494) (3,533) (4,168)

US Bancorp Ending Tangible Common Equity $ 24,745 $ 24,305 $ 24,421

Standalone US Bancorp Beginning Tangible Assets $ 232,788 $ 236,293 $ 241,610

(+) Asset Growth 3,505 5,317 5,436

Standalone US Bancorp Ending Tangible Assets $ 236,293 $ 241,610 $ 247,046

Standalone Olympic Beginning Tangible Assets $ 302,123 $ 288,890 $ 276,449

(+) Asset Growth (13,233) (12,441) (4,578)

Standalone Olympic Ending Tangible Assets $ 288,890 $ 276,449 $ 271,871

Pro Forma US Bancorp Ending Tangible Assets $ 525,183 $ 518,058 $ 518,917

Pro Forma TE / TA 6.39 % 6.39 % 6.40 %

Pro Forma TCE / TA 4.71 4.69 4.71

Pro-Forma Tier 1 RBC Ratio 8.50 % 8.50 % 8.50 %

Pro-Forma Tier 1 Leverage Ratio 7.73 7.70 7.77

2008 2009 2010 2011

US Bancorp Net Income $ 3,943 $ 4,155 $ 4,898 $ 5,147

Olympic Standalone Net Income (685) 628 2,778 2,430

(+) Post-Tax Provision Benefit 0 2,289 839 1,109

(+) Accretion of Interest-Rate Mark 0 785 687 587

Olympic Pro Forma Net Income (685) 3,701 4,304 4,125

(-) Debt Interest Expense 0 0 0 0

(+) Olympic Amortization Expense 0 68 57 48

(-) Additional Amortization Expense 0 (210) (210) (210)

(+) Return on Cash From New Equity Issuance 0 428 428 428

(-) Lost Investment Income on Share Repurchases 0 (191) (378) (583)

(-) Lost Yield on Restructuring Charge 0 (61) (92) (92)

(+) Net Synergies 0 943 1,414 1,555

Pro Forma Operating Net Income¹ $ 3,943 $ 8,833 $ 10,421 $ 10,419

US Bancorp Beginning Diluted Shares Outstanding 1,741 2,448 2,306 2,186

New Shares Issued to Finance Purchase 265

New Shares Issued to Make-Whole Investors 44

New Shares Issed to Recapitalize Entity 412

Shares Repurchased (15) (141) (120) (125)

Total Pro Forma Shares Outstanding 2,448 2,306 2,186 2,061

US Bancorp Standalone EPS $ 2.27 $ 2.45 $ 2.94 $ 3.15

Pro Forma EPS 2.27 3.83 4.77 5.06

Accretion / Dilution ($) $ 0.00 $ 1.38 $ 1.83 $ 1.91

Accretion / Dilution (%) 0.0% 56.3% 62.2% 60.7%

1 Assumes restructuring charges excluded from operating EPS.

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DRAFT

44

USB Acquires Washington Mutual Analysis at Various Prices, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Price Per Share $ 3.00 $ 4.00 $ 5.00 $ 6.00 $ 7.00

Implied Price Per Share (Inc. Make-Whole) 4.28 5.06 5.84 6.61 7.39

Purchase Price $ 7,279 $ 8,599 $ 9,919 $ 11,239 $ 12,559

Equity Issued to Recapitalize Entity 11,860 11,860 11,860 11,860 11,860

Aggregate Deal Value $ 19,139 $ 20,459 $ 21,779 $ 23,099 $ 24,419

% Premium / Discount (Excluding Make-Whole) (43.4)% (24.5)% (5.7)% 13.2 % 32.1 %

% Premium / Discount (Including Make-Whole) (19.2)% (4.5)% 10.1 % 24.8 % 39.4 %

Deal Multiples Value

P / 2010E EPS $ 1.76 6.4 x 6.8 x 7.3 x 7.7 x 8.2 x

P / 2009E Adjusted EPS 2.18 5.2 5.5 5.9 6.2 6.6P / 2010E Adjusted EPS 2.53 4.4 4.8 5.1 5.4 5.7P / TBVPS 8.88 1.3 1.4 1.4 1.5 1.6P / Adjusted TBVPS (at closing) 2.15 5.2 5.6 6.0 6.3 6.7Transaction IRR (8.0x Terminal) 65.4 % 60.4 % 56.0 % 52.1 % 48.6 %Core Deposit Premium 3.8 4.6 5.4 6.2 7.0

Accretion / Dilution

2009 EPS 61.8 % 59.0 % 56.3 % 53.7 % 51.2 %2010 EPS 67.8 64.9 62.2 59.5 56.9

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45

USB Acquires Washington Mutual IRR Analysis, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

2008E 2009E 2010E 2011E 2012E 2013E

WM EarningsStandalone Net Income $ 628 $ 2,778 $ 2,430 $ 3,174 $ 3,492(+) Post-Tax Provision Benefit 2,289 839 1,109 521 0Accretion of Interest Rate Mark 785 687 587 549 389Pro-forma Net Income $ 3,701 $ 4,304 $ 4,125 $ 4,244 $ 3,881

Add-Back Existing Intangible Amortization $ 68 $ 57 $ 48 $ 38 $ 38Cash Net Income 3,769 4,361 4,173 4,282 3,919

Transaction Adjustments (AT)(+) Cost Synergies $ 943 $ 1,414 $ 1,555 $ 1,711 $ 1,882(+) Cost of Funds (Restructuring Reserve) (61) (92) (92) (92) (92)(+) Return on Cash From New Equity Issuance 428 428 428 428 428(+) Transaction Intangible Amortization (210) (210) (210) (210) (210)

Total Adjustments $ 1,100 $ 1,540 $ 1,682 $ 1,837 $ 2,008

Pro Forma Net Income $ 4,869 $ 5,901 $ 5,855 $ 6,119 $ 5,927WM CapitalBeginning Tier 1 $ 33,388 $ 19,232 $ 18,914 $ 18,901(+) Net Income 4,869 5,901 5,855 6,119(-) Post-Tax Writedown (9,343)(+) Amortization 610 547 495 451(-) Restructuring Charge (943) (943) (943)(Excess) / Infusion (9,349) (5,824) (6,363) (5,677)Ending Tier 1¹ $ 33,388 $ 19,232 $ 18,914 $ 18,901 $ 19,794

Risk-Weighted Assets $ 236,442 $ 226,260 $ 222,513 $ 222,368 $ 232,876

Tier 1 Ratio 14.12 % 8.50 % 8.50 % 8.50 % 8.50 %

Cash FlowsPurchase Price $ (9,919) Additional Equity Issued (11,860)Excess / (Infusion) $ 9,349 $ 5,824 $ 6,363 $ 5,677Terminal Value (8.0 x) Earnings 47,417

Cash flow to US Bancorp $ (21,779) $ 9,349 $ 5,824 $ 6,363 $ 53,094

Internal Rate of Return (@ 31-Dec-08) 56.0 %

Note: Assumes WM targets same Tier 1 target as acquiror. 1 Pro forma for equity raised to recapitalize entity and restructuring charge

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46

Barclays Acquires Washington Mutual Assumes $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Pro Forma Capital Position Pro Forma Profitability 2008 2009 2010

Barclays Beginning Tangible Common Equity $ 35,786 $ 46,771 $ 48,572

(+) Equity Issued to Finance Purchase 8,497

(+) Equity Issued to Make-Whole Investors 1,422

(+) Equity Issued to Recapitalize Entity 8,376

(-) Equity Repurchased 0 (5,986) (6,087)

(-) Restructuring Charges (333) (333) (333)

(-) Transaction Identifiable Intangibles (3,232) 0 0

(-) Transaction Goodwill (4,723) 0 0

(+) Amortization 40 386 377

(+) Net Income 3,593 12,888 14,185

(-) Dividends (2,656) (5,155) (5,674)

Barclays Ending Tangible Common Equity $ 46,771 $ 48,572 $ 51,039

Standalone Barclays Beginning Tangible Assets $ 2,603,859 $ 2,682,561 $ 2,803,276

(+) Asset Growth 78,702 120,715 126,147

Standalone Barclays Ending Tangible Assets $ 2,682,561 $ 2,803,276 $ 2,929,424

Standalone Olympic Beginning Tangible Assets $ 302,123 $ 287,884 $ 275,443

(+) Asset Growth (14,239) (12,441) (4,578)

Standalone Olympic Ending Tangible Assets $ 287,884 $ 275,443 $ 270,865

Pro Forma Barclays Ending Tangible Assets $ 2,970,445 $ 3,078,719 $ 3,200,288

Pro Forma TE / TA 1.82 % 1.81 % 1.82 %

Pro Forma TCE / TA 1.57 1.58 1.59

Pro-Forma Tier 1 RBC Ratio 8.50 % 8.50 % 8.50 %

Pro-Forma Tier 1 Leverage Ratio 2.72 2.73 2.71

2008 2009 2010 2011

Barclays Net Income $ 6,888 $ 8,592 $ 9,529 $ 10,292

Olympic Standalone Net Income (685) 628 2,778 2,430

(+) Post-Tax Provision Benefit 0 2,535 929 1,228

(+) Accretion of Interest-Rate Mark 0 869 761 650

Olympic Pro Forma Net Income (685) 4,032 4,468 4,308

(-) Debt Interest Expense 0 0 0 0

(+) Olympic Amortization Expense 0 68 57 48

(-) Additional Amortization Expense 0 (233) (233) (233)

(+) Return on Cash From New Equity Issuance 0 335 335 335

(-) Lost Investment Income on Share Repurchases 0 (215) (435) (659)

(-) Lost Yield on Restructuring Charge 0 (24) (36) (36)

(+) Net Synergies 0 333 499 549

Pro Forma Operating Net Income¹ $ 6,888 $ 12,888 $ 14,185 $ 14,604

Barclays Beginning Diluted Shares Outstanding 8,144 10,826 10,345 9,919

New Shares Issued to Finance Purchase 1,185

New Shares Issued to Make-Whole Investors 198

New Shares Issed to Recapitalize Entity 1,298

Shares Repurchased 0 (480) (426) (406)

Total Pro Forma Shares Outstanding 10,826 10,345 9,919 9,513

Barclays Standalone EPS $ 0.96 $ 1.05 $ 1.17 $ 1.26

Pro Forma EPS 0.96 1.25 1.43 1.54

Accretion / Dilution ($) $ 0.00 $ 0.19 $ 0.26 $ 0.27

Accretion / Dilution (%) 0.0% 18.1% 22.2% 21.5%

1 Assumes restructuring charges excluded from operating EPS.

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47

Barclays Acquires Washington Mutual Analysis at Various Prices, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Price Per Share $ 3.00 $ 4.00 $ 5.00 $ 6.00 $ 7.00

Implied Price Per Share (Inc. Make-Whole) 4.28 5.06 5.84 6.61 7.39

Purchase Price $ 7,279 $ 8,599 $ 9,919 $ 11,239 $ 12,559

Equity Issued to Recapitalize Entity 8,376 8,376 8,376 8,376 8,376

Aggregate Deal Value $ 15,655 $ 16,975 $ 18,295 $ 19,615 $ 20,935

% Premium / Discount (Excluding Make-Whole) (43.4)% (24.5)% (5.7)% 13.2 % 32.1 %

% Premium / Discount (Including Make-Whole) (19.2)% (4.5)% 10.1 % 24.8 % 39.4 %

Deal Multiples Value

P / 2010E EPS $ 1.76 5.2 x 5.7 x 6.1 x 6.6 x 7.0 x

P / 2009E Adjusted EPS 2.37 3.9 4.2 4.5 4.9 5.2P / 2010E Adjusted EPS 2.63 3.5 3.8 4.1 4.4 4.7P / TBVPS 8.88 1.0 1.1 1.2 1.3 1.4P / Adjusted TBVPS (at closing) 2.15 4.3 4.6 5.0 5.4 5.7Transaction IRR (8.0x Terminal) 58.7 % 53.5 % 49.0 % 44.9 % 41.4 %Core Deposit Premium 1.6 2.4 3.3 4.1 4.9

Accretion / Dilution

2009 EPS 22.2 % 20.1 % 18.1 % 16.1 % 14.2 %2010 EPS 26.5 24.3 22.2 20.2 18.2

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48

Barclays Acquires Washington Mutual IRR Analysis, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

2008E 2009E 2010E 2011E 2012E 2013E

WM EarningsStandalone Net Income $ 628 $ 2,778 $ 2,430 $ 3,174 $ 3,492(+) Post-Tax Provision Benefit 2,535 929 1,228 577 0Accretion of Interest Rate Mark 869 761 650 608 431Pro-forma Net Income $ 4,032 $ 4,468 $ 4,308 $ 4,359 $ 3,923

Add-Back Existing Intangible Amortization $ 68 $ 57 $ 48 $ 38 $ 38Cash Net Income 4,100 4,525 4,356 4,397 3,961

Transaction Adjustments (AT)(+) Cost Synergies $ 333 $ 499 $ 549 $ 604 $ 665(+) Cost of Funds (Restructuring Reserve) (24) (36) (36) (36) (36)(+) Return on Cash From New Equity Issuance 335 335 335 335 335(+) Transaction Intangible Amortization (233) (233) (233) (233) (233)

Total Adjustments $ 411 $ 566 $ 616 $ 671 $ 731

Pro Forma Net Income $ 4,512 $ 5,091 $ 4,972 $ 5,068 $ 4,692WM CapitalBeginning Tier 1 $ 30,514 $ 19,162 $ 18,844 $ 18,831(+) Net Income 4,512 5,091 4,972 5,068(-) Post-Tax Writedown (10,349)(+) Amortization 386 377 369 364(-) Restructuring Charge (333) (333) (333)(Excess) / Infusion (5,568) (5,453) (5,353) (4,539)Ending Tier 1¹ $ 30,514 $ 19,162 $ 18,844 $ 18,831 $ 19,724

Risk-Weighted Assets $ 235,619 $ 225,436 $ 221,690 $ 221,545 $ 232,053

Tier 1 Ratio 12.95 % 8.50 % 8.50 % 8.50 % 8.50 %

Cash FlowsPurchase Price $ (9,919) Additional Equity Issued (8,376)Excess / (Infusion) $ 5,568 $ 5,453 $ 5,353 $ 4,539Terminal Value (8.0 x) Earnings 37,535

Cash flow to Barclays $ (18,295) $ 5,568 $ 5,453 $ 5,353 $ 42,074

Internal Rate of Return (@ 31-Dec-08) 49.0 %

Note: Assumes WM targets same Tier 1 target as acquiror. 1 Pro forma for equity raised to recapitalize entity and restructuring charge

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49

Santander Acquires Washington Mutual Assumes $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Pro Forma Capital Position Pro Forma Profitability 2008 2009 2010

Santander Beginning Tangible Common Equity $ 63,744 $ 75,740 $ 76,824

(+) Equity Issued to Finance Purchase 8,497

(+) Equity Issued to Make-Whole Investors 1,422

(+) Equity Issued to Recapitalize Entity 7,193

(-) Equity Repurchased 0 (11,289) (11,718)

(-) Restructuring Charges (316) (316) (316)

(-) Transaction Identifiable Intangibles (3,232) 0 0

(-) Transaction Goodwill (5,439) 0 0

(+) Amortization 486 1,087 967

(+) Net Income 6,769 19,337 21,187

(-) Dividends (3,385) (7,735) (8,475)

Santander Ending Tangible Common Equity $ 75,740 $ 76,824 $ 78,470

Standalone Santander Beginning Tangible Assets $ 1,360,682 $ 1,391,470 $ 1,438,432

(+) Asset Growth 30,788 46,962 48,547

Standalone Santander Ending Tangible Assets $ 1,391,470 $ 1,438,432 $ 1,486,979

Standalone Olympic Beginning Tangible Assets $ 302,123 $ 287,021 $ 274,580

(+) Asset Growth (15,102) (12,441) (4,578)

Standalone Olympic Ending Tangible Assets $ 287,021 $ 274,580 $ 270,002

Pro Forma Santander Ending Tangible Assets $ 1,678,491 $ 1,713,012 $ 1,756,981

Pro Forma TE / TA 4.99 % 4.95 % 4.92 %

Pro Forma TCE / TA 4.51 4.48 4.47

Pro-Forma Tier 1 RBC Ratio 7.75 % 7.75 % 7.75 %

Pro-Forma Tier 1 Leverage Ratio 4.49 4.50 4.50

2008 2009 2010 2011

Santander Net Income $ 13,875 $ 15,042 $ 16,923 $ 18,214

Olympic Standalone Net Income (685) 628 2,778 2,430

(+) Post-Tax Provision Benefit 0 2,746 1,006 1,331

(+) Accretion of Interest-Rate Mark 0 942 824 704

Olympic Pro Forma Net Income (685) 4,316 4,609 4,465

(-) Debt Interest Expense 0 0 0 0

(+) Olympic Amortization Expense 0 68 57 48

(-) Additional Amortization Expense 0 (252) (252) (252)

(+) Return on Cash From New Equity Issuance 0 312 312 312

(-) Lost Investment Income on Share Repurchases 0 (440) (897) (1,367)

(-) Lost Yield on Restructuring Charge 0 (25) (37) (37)

(+) Net Synergies 0 316 474 521

Pro Forma Operating Net Income¹ $ 13,875 $ 19,337 $ 21,187 $ 21,904

Santander Beginning Diluted Shares Outstanding 6,254 7,220 6,822 6,464

New Shares Issued to Finance Purchase 458

New Shares Issued to Make-Whole Investors 77

New Shares Issed to Recapitalize Entity 431

Shares Repurchased 0 (398) (358) (337)

Total Pro Forma Shares Outstanding 7,220 6,822 6,464 6,127

Santander Standalone EPS $ 2.21 $ 2.41 $ 2.71 $ 2.91

Pro Forma EPS 2.21 2.83 3.28 3.57

Accretion / Dilution ($) $ 0.00 $ 0.43 $ 0.57 $ 0.66

Accretion / Dilution (%) 0.0% 17.9% 21.1% 22.7%

1 Assumes restructuring charges excluded from operating EPS.

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50

Santander Acquires Washington Mutual Analysis at Various Prices, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Price Per Share $ 3.00 $ 4.00 $ 5.00 $ 6.00 $ 7.00Implied Price Per Share (Inc. Make-Whole) 4.28 5.06 5.84 6.61 7.39

Purchase Price $ 7,279 $ 8,599 $ 9,919 $ 11,239 $ 12,559

Equity Issued to Recapitalize Entity 7,193 7,193 7,193 7,193 7,193

Aggregate Deal Value $ 14,472 $ 15,792 $ 17,112 $ 18,432 $ 19,752

% Premium / Discount (Excluding Make-Whole) (43.4)% (24.5)% (5.7)% 13.2 % 32.1 %

% Premium / Discount (Including Make-Whole) (19.2)% (4.5)% 10.1 % 24.8 % 39.4 %

Deal Multiples Value

P / 2010E EPS $ 1.76 4.8 x 5.3 x 5.7 x 6.2 x 6.6 x

P / 2009E Adjusted EPS 2.54 3.4 3.7 4.0 4.3 4.6P / 2010E Adjusted EPS 2.71 3.1 3.4 3.7 4.0 4.3P / TBVPS 8.88 1.0 1.0 1.1 1.2 1.3P / Adjusted TBVPS (at closing) 2.15 4.0 4.3 4.7 5.0 5.4Transaction IRR (8.0x Terminal) 69.4 % 62.9 % 57.3 % 52.4 % 48.1 %Core Deposit Premium 0.9 1.7 2.5 3.3 4.2

Accretion / Dilution2009 EPS 20.2 % 19.0 % 17.9 % 16.7 % 15.6 %2010 EPS 23.6 22.3 21.1 20.0 18.8

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DRAFT

51

Santander Acquires Washington Mutual IRR Analysis, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

2008E 2009E 2010E 2011E 2012E 2013E

WM EarningsStandalone Net Income $ 628 $ 2,778 $ 2,430 $ 3,174 $ 3,492(+) Post-Tax Provision Benefit 2,746 1,006 1,331 626 0Accretion of Interest Rate Mark 942 824 704 658 467Pro-forma Net Income $ 4,316 $ 4,609 $ 4,465 $ 4,458 $ 3,959

Add-Back Existing Intangible Amortization $ 68 $ 57 $ 48 $ 38 $ 38Cash Net Income 4,384 4,666 4,513 4,496 3,997

Transaction Adjustments (AT)(+) Cost Synergies $ 316 $ 474 $ 521 $ 573 $ 631(+) Cost of Funds (Restructuring Reserve) (25) (37) (37) (37) (37)(+) Return on Cash From New Equity Issuance 312 312 312 312 312(+) Transaction Intangible Amortization (252) (252) (252) (252) (252)

Total Adjustments $ 351 $ 496 $ 544 $ 596 $ 653

Pro Forma Net Income $ 4,735 $ 5,162 $ 5,056 $ 5,092 $ 4,650WM CapitalBeginning Tier 1 $ 29,348 $ 17,417 $ 17,126 $ 17,115(+) Net Income 4,735 5,162 5,056 5,092(-) Post-Tax Writedown (11,212)(+) Amortization 1,087 967 880 820(-) Restructuring Charge (316) (316) (316)(Excess) / Infusion (6,225) (6,104) (5,948) (5,097)Ending Tier 1¹ $ 29,348 $ 17,417 $ 17,126 $ 17,115 $ 17,929

Risk-Weighted Assets $ 234,913 $ 224,731 $ 220,984 $ 220,839 $ 231,347

Tier 1 Ratio 12.49 % 7.75 % 7.75 % 7.75 % 7.75 %

Cash FlowsPurchase Price $ (9,919) Additional Equity Issued (7,193)Excess / (Infusion) $ 6,225 $ 6,104 $ 5,948 $ 5,097Terminal Value (8.0 x) Earnings 37,200

Cash flow to Santander $ (17,112) $ 6,225 $ 6,104 $ 5,948 $ 42,297

Internal Rate of Return (@ 31-Dec-08) 57.3 %

Note: Assumes WM targets same Tier 1 target as acquiror. 1 Pro forma for equity raised to recapitalize entity and restructuring charge

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52

BBVA Acquires Washington Mutual Assumes $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Pro Forma Capital Position Pro Forma Profitability 2008 2009 2010

BBVA Beginning Tangible Common Equity $ 26,130 $ 38,797 $ 39,651

(+) Equity Issued to Finance Purchase 8,497

(+) Equity Issued to Make-Whole Investors 1,422

(+) Equity Issued to Recapitalize Entity 8,753

(-) Equity Repurchased 0 (7,761) (8,133)

(-) Restructuring Charges (471) (471) (471)

(-) Transaction Identifiable Intangibles (3,232) 0 0

(-) Transaction Goodwill (4,890) 0 0

(+) Amortization 53 407 394

(+) Net Income 4,789 14,466 16,073

(-) Dividends (2,254) (5,787) (6,429)

BBVA Ending Tangible Common Equity $ 38,797 $ 39,651 $ 41,085

Standalone BBVA Beginning Tangible Assets $ 747,507 $ 773,138 $ 812,568

(+) Asset Growth 25,631 39,430 41,441

Standalone BBVA Ending Tangible Assets $ 773,138 $ 812,568 $ 854,009

Standalone Olympic Beginning Tangible Assets $ 302,123 $ 287,682 $ 275,241

(+) Asset Growth (14,441) (12,441) (4,578)

Standalone Olympic Ending Tangible Assets $ 287,682 $ 275,241 $ 270,663

Pro Forma BBVA Ending Tangible Assets $ 1,060,821 $ 1,087,810 $ 1,124,673

Pro Forma TE / TA 4.35 % 4.32 % 4.30 %

Pro Forma TCE / TA 3.66 3.65 3.65

Pro-Forma Tier 1 RBC Ratio 7.70 % 7.70 % 7.70 %

Pro-Forma Tier 1 Leverage Ratio 4.89 4.91 4.89

2008 2009 2010 2011

BBVA Net Income $ 9,190 $ 10,028 $ 11,324 $ 12,287

Olympic Standalone Net Income (685) 628 2,778 2,430

(+) Post-Tax Provision Benefit 0 2,584 947 1,252

(+) Accretion of Interest-Rate Mark 0 886 775 663

Olympic Pro Forma Net Income (685) 4,098 4,501 4,345

(-) Debt Interest Expense 0 0 0 0

(+) Olympic Amortization Expense 0 68 57 48

(-) Additional Amortization Expense 0 (237) (237) (237)

(+) Return on Cash From New Equity Issuance 0 357 357 357

(-) Lost Investment Income on Share Repurchases 0 (285) (583) (898)

(-) Lost Yield on Restructuring Charge 0 (35) (52) (52)

(+) Net Synergies 0 471 707 778

Pro Forma Operating Net Income¹ $ 9,190 $ 14,466 $ 16,073 $ 16,627

BBVA Beginning Diluted Shares Outstanding 3,748 4,822 4,577 4,356

New Shares Issued to Finance Purchase 465

New Shares Issued to Make-Whole Investors 78

New Shares Issed to Recapitalize Entity 532

Shares Repurchased 0 (246) (220) (213)

Total Pro Forma Shares Outstanding 4,822 4,577 4,356 4,143

BBVA Standalone EPS $ 2.47 $ 2.68 $ 3.02 $ 3.28

Pro Forma EPS 2.47 3.16 3.69 4.01

Accretion / Dilution ($) $ 0.00 $ 0.49 $ 0.67 $ 0.74

Accretion / Dilution (%) 0.0% 18.1% 22.1% 22.4%

1 Assumes restructuring charges excluded from operating EPS.

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DRAFT

53

BBVA Acquires Washington Mutual Analysis at Various Prices, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Price Per Share $ 3.00 $ 4.00 $ 5.00 $ 6.00 $ 7.00Implied Price Per Share (Inc. Make-Whole) 4.28 5.06 5.84 6.61 7.39

Purchase Price $ 7,279 $ 8,599 $ 9,919 $ 11,239 $ 12,559

Equity Issued to Recapitalize Entity 8,753 8,753 8,753 8,753 8,753

Aggregate Deal Value $ 16,032 $ 17,352 $ 18,672 $ 19,992 $ 21,312

% Premium / Discount (Excluding Make-Whole) (43.4)% (24.5)% (5.7)% 13.2 % 32.1 %

% Premium / Discount (Including Make-Whole) (19.2)% (4.5)% 10.1 % 24.8 % 39.4 %

Deal Multiples Value

P / 2010E EPS $ 1.76 5.4 x 5.8 x 6.2 x 6.7 x 7.1 x

P / 2009E Adjusted EPS 2.41 3.9 4.2 4.6 4.9 5.2P / 2010E Adjusted EPS 2.65 3.6 3.9 4.1 4.4 4.7P / TBVPS 8.88 1.1 1.2 1.2 1.3 1.4P / Adjusted TBVPS (at closing) 2.15 4.4 4.7 5.1 5.5 5.8Transaction IRR (8.0x Terminal) 66.3 % 60.4 % 55.3 % 50.9 % 46.9 %Core Deposit Premium 1.9 2.7 3.5 4.3 5.1

Accretion / Dilution2009 EPS 21.8 % 19.9 % 18.1 % 16.4 % 14.7 %2010 EPS 25.9 24.0 22.1 20.3 18.6

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BBVA Acquires Washington Mutual IRR Analysis, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

2008E 2009E 2010E 2011E 2012E 2013E

WM EarningsStandalone Net Income $ 628 $ 2,778 $ 2,430 $ 3,174 $ 3,492(+) Post-Tax Provision Benefit 2,584 947 1,252 589 0Accretion of Interest Rate Mark 886 775 663 619 440Pro-forma Net Income $ 4,098 $ 4,501 $ 4,345 $ 4,382 $ 3,931

Add-Back Existing Intangible Amortization $ 68 $ 57 $ 48 $ 38 $ 38Cash Net Income 4,166 4,558 4,393 4,420 3,969

Transaction Adjustments (AT)(+) Cost Synergies $ 471 $ 707 $ 778 $ 856 $ 941(+) Cost of Funds (Restructuring Reserve) (35) (52) (52) (52) (52)(+) Return on Cash From New Equity Issuance 357 357 357 357 357(+) Transaction Intangible Amortization (237) (237) (237) (237) (237)

Total Adjustments $ 557 $ 775 $ 846 $ 924 $ 1,009

Pro Forma Net Income $ 4,723 $ 5,333 $ 5,238 $ 5,344 $ 4,978WM CapitalBeginning Tier 1 $ 30,753 $ 17,346 $ 17,057 $ 17,046(+) Net Income 4,723 5,333 5,238 5,344(-) Post-Tax Writedown (10,551)(+) Amortization 407 394 384 378(-) Restructuring Charge (471) (471) (471)(Excess) / Infusion (7,514) (5,543) (5,634) (4,912)Ending Tier 1¹ $ 30,753 $ 17,346 $ 17,057 $ 17,046 $ 17,855

Risk-Weighted Assets $ 235,454 $ 225,272 $ 221,525 $ 221,380 $ 231,888

Tier 1 Ratio 13.06 % 7.70 % 7.70 % 7.70 % 7.70 %

Cash FlowsPurchase Price $ (9,919) Additional Equity Issued (8,753)Excess / (Infusion) $ 7,514 $ 5,543 $ 5,634 $ 4,912Terminal Value (8.0 x) Earnings 39,827

Cash flow to BBVA $ (18,672) $ 7,514 $ 5,543 $ 5,634 $ 44,739

Internal Rate of Return (@ 31-Dec-08) 55.3 %

Note: Assumes WM targets same Tier 1 target as acquiror. 1 Pro forma for equity raised to recapitalize entity and restructuring charge

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SMBC Acquires Washington Mutual Assumes $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Pro Forma Capital Position Pro Forma Profitability 2008 2009 2010

SMBC Beginning Tangible Common Equity $ 24,970 $ 36,338 $ 38,789

(+) Equity Issued to Finance Purchase 8,497

(+) Equity Issued to Make-Whole Investors 1,422

(+) Equity Issued to Recapitalize Entity 7,252

(-) Equity Repurchased 0 (2,773) (2,616)

(-) Restructuring Charges (279) (279) (279)

(-) Transaction Identifiable Intangibles (3,232) 0 0

(-) Transaction Goodwill (4,365) 0 0

(+) Amortization 0 323 323

(+) Net Income 2,575 8,635 9,487

(-) Dividends (502) (3,454) (3,795)

SMBC Ending Tangible Common Equity $ 36,338 $ 38,789 $ 41,909

Standalone SMBC Beginning Tangible Assets $ 1,045,934 $ 1,098,884 $ 1,181,300

(+) Asset Growth 52,950 82,416 88,598

Standalone SMBC Ending Tangible Assets $ 1,098,884 $ 1,181,300 $ 1,269,898

Standalone Olympic Beginning Tangible Assets $ 302,123 $ 288,315 $ 275,874

(+) Asset Growth (13,808) (12,441) (4,578)

Standalone Olympic Ending Tangible Assets $ 288,315 $ 275,874 $ 271,296

Pro Forma SMBC Ending Tangible Assets $ 1,387,199 $ 1,457,174 $ 1,541,194

Pro Forma TE / TA 3.15 % 3.16 % 3.19 %

Pro Forma TCE / TA 2.62 2.66 2.72

Pro-Forma Tier 1 RBC Ratio 6.73 % 6.73 % 6.73 %

Pro-Forma Tier 1 Leverage Ratio 4.27 4.34 4.33

2008 2009 2010 2011

SMBC Net Income $ 4,394 $ 4,457 $ 4,774 $ 5,394

Olympic Standalone Net Income (685) 628 2,778 2,430

(+) Post-Tax Provision Benefit 0 2,429 890 1,177

(+) Accretion of Interest-Rate Mark 0 833 729 623

Olympic Pro Forma Net Income (685) 3,890 4,397 4,230

(-) Debt Interest Expense 0 0 0 0

(+) Olympic Amortization Expense 0 68 57 48

(-) Additional Amortization Expense 0 (223) (223) (223)

(+) Return on Cash From New Equity Issuance 0 278 278 278

(-) Lost Investment Income on Share Repurchases 0 (96) (186) (277)

(-) Lost Yield on Restructuring Charge 0 (19) (29) (29)

(+) Net Synergies 0 279 419 461

Pro Forma Operating Net Income¹ $ 4,394 $ 8,635 $ 9,487 $ 9,882

SMBC Beginning Diluted Shares Outstanding 7,890 10,620 10,290 10,013

New Shares Issued to Finance Purchase 1,290

New Shares Issued to Make-Whole Investors 216

New Shares Issed to Recapitalize Entity 1,224

Shares Repurchased 0 (330) (276) (260)

Total Pro Forma Shares Outstanding 10,620 10,290 10,013 9,753

SMBC Standalone EPS $ 0.56 $ 0.56 $ 0.61 $ 0.68

Pro Forma EPS 0.56 0.84 0.95 1.01

Accretion / Dilution ($) $ 0.00 $ 0.27 $ 0.34 $ 0.33

Accretion / Dilution (%) 0.0% 48.6% 56.6% 48.2%

1 Assumes restructuring charges excluded from operating EPS.

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SMBC Acquires Washington Mutual Analysis at Various Prices, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

Price Per Share $ 3.00 $ 4.00 $ 5.00 $ 6.00 $ 7.00Implied Price Per Share (Inc. Make-Whole) 4.28 5.06 5.84 6.61 7.39

Purchase Price $ 7,279 $ 8,599 $ 9,919 $ 11,239 $ 12,559

Equity Issued to Recapitalize Entity 7,252 7,252 7,252 7,252 7,252

Aggregate Deal Value $ 14,531 $ 15,851 $ 17,171 $ 18,491 $ 19,811

% Premium / Discount (Excluding Make-Whole) (43.4)% (24.5)% (5.7)% 13.2 % 32.1 %

% Premium / Discount (Including Make-Whole) (19.2)% (4.5)% 10.1 % 24.8 % 39.4 %

Deal Multiples Value

P / 2010E EPS $ 1.76 4.9 x 5.3 x 5.7 x 6.2 x 6.6 x

P / 2009E Adjusted EPS 2.29 3.7 4.1 4.4 4.8 5.1P / 2010E Adjusted EPS 2.59 3.3 3.6 3.9 4.2 4.5P / TBVPS 8.88 1.0 1.1 1.1 1.2 1.3P / Adjusted TBVPS (at closing) 2.15 4.0 4.3 4.7 5.1 5.4Transaction IRR (8.0x Terminal) 75.1 % 67.4 % 61.0 % 55.4 % 50.6 %Core Deposit Premium 0.9 1.8 2.6 3.4 4.2

Accretion / Dilution2009 EPS 54.4 % 51.4 % 48.6 % 45.8 % 43.1 %2010 EPS 62.7 59.6 56.6 53.7 50.9

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SMBC Acquires Washington Mutual IRR Analysis, Assuming $14.4bn Mark at Close (Company Stress Case) ($ in millions)

2008E 2009E 2010E 2011E 2012E 2013E

WM EarningsStandalone Net Income $ 628 $ 2,778 $ 2,430 $ 3,174 $ 3,492(+) Post-Tax Provision Benefit 2,429 890 1,177 553 0Accretion of Interest Rate Mark 833 729 623 582 413Pro-forma Net Income $ 3,890 $ 4,397 $ 4,230 $ 4,310 $ 3,905

Add-Back Existing Intangible Amortization $ 68 $ 57 $ 48 $ 38 $ 38Cash Net Income 3,958 4,454 4,278 4,348 3,943

Transaction Adjustments (AT)(+) Cost Synergies $ 279 $ 419 $ 461 $ 507 $ 558(+) Cost of Funds (Restructuring Reserve) (19) (29) (29) (29) (29)(+) Return on Cash From New Equity Issuance 278 278 278 278 278(+) Transaction Intangible Amortization (223) (223) (223) (223) (223)

Total Adjustments $ 315 $ 445 $ 487 $ 533 $ 584

Pro Forma Net Income $ 4,273 $ 4,900 $ 4,765 $ 4,881 $ 4,527WM CapitalBeginning Tier 1 $ 29,443 $ 15,196 $ 14,944 $ 14,934(+) Net Income 4,273 4,900 4,765 4,881(-) Post-Tax Writedown (9,918)(+) Amortization 323 323 323 323(-) Restructuring Charge (279) (279) (279)(Excess) / Infusion (8,647) (5,196) (5,098) (4,497)Ending Tier 1¹ $ 29,443 $ 15,196 $ 14,944 $ 14,934 $ 15,641

Risk-Weighted Assets $ 235,972 $ 225,789 $ 222,043 $ 221,898 $ 232,406

Tier 1 Ratio 12.48 % 6.73 % 6.73 % 6.73 % 6.73 %

Cash FlowsPurchase Price $ (9,919) Additional Equity Issued (7,252)Excess / (Infusion) $ 8,647 $ 5,196 $ 5,098 $ 4,497Terminal Value (8.0 x) Earnings 36,214

Cash flow to SMBC $ (17,171) $ 8,647 $ 5,196 $ 5,098 $ 40,711

Internal Rate of Return (@ 31-Dec-08) 61.0 %

Note: Assumes WM targets same Tier 1 target as acquiror. 1 Pro forma for equity raised to recapitalize entity and restructuring charge

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Appendix B: Selected Merger Analysis: Moody’s Stress Loss Scenario

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Overview of Mark-to-Market Purchase Accounting Assumes $18.6bn Mark at Close (Moody’s Stress Loss) ($ in millions)

JPMorgan Wells Fargo

Purchase Price

Consideration for WM (at $5.00 per share) $ 8,497

(+) Investors Make-Whole 1,422

Total Consideration $ 9,919

Implied Per Share Consideration for WM $ 5.84

Goodwill Created:

Total Consideration $ 9,919

(-) Tangible Book Value At Close (12,996)

(+) After-Tax Writedown 12,027

(-) Identifiable Intangibles Created (3,232)

(+) DTL Created 854

(-) Incremental Writedown of Other Assets 0

Goodwill $ 6,572

Equity Issued To Recapitalize Entity $ 7,715

As a Percentage of Acquiror Market Cap 5.5 %

Purchase Price

Consideration for WM (at $5.00 per share) $ 8,497

(+) Investors Make-Whole 1,422

Total Consideration $ 9,919

Implied Per Share Consideration for WM $ 5.84

Goodwill Created:

Total Consideration $ 9,919

(-) Tangible Book Value At Close (12,996)

(+) After-Tax Writedown 12,027

(-) Identifiable Intangibles Created (3,207)

(+) DTL Created 854

(-) Incremental Writedown of Other Assets 0

Goodwill $ 6,597

Equity Issued To Recapitalize Entity $ 14,146

As a Percentage of Acquiror Market Cap 14.2 %

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JPMorgan Acquires Washington Mutual Assumes $18.6bn Mark at Close (Moody’s Stress Loss) ($ in millions)

Pro Forma Capital Position Pro Forma Profitability 2008 2009 2010

JPMorgan Beginning Tangible Common Equity $ 77,508 $ 86,550 $ 89,224

(+) Equity Issued to Finance Purchase 8,497

(+) Equity Issued to Make-Whole Investors 1,422

(+) Equity Issued to Recapitalize Entity 7,715

(-) Equity Repurchased (415) (7,118) (9,493)

(-) Restructuring Charges (1,044) (1,044) (1,044)

(-) Transaction Identifiable Intangibles (3,232) 0 0

(-) Transaction Goodwill (6,572) 0 0

(+) Amortization 616 1,290 1,139

(+) Net Income 4,594 15,909 21,252

(-) Dividends (2,541) (6,364) (8,501)

JPMorgan Ending Tangible Common Equity $ 86,550 $ 89,224 $ 92,578

Standalone JPMorgan Beginning Tangible Assets $ 1,726,002 $ 1,769,422 $ 1,835,775

(+) Asset Growth 43,420 66,353 68,842

Standalone JPMorgan Ending Tangible Assets $ 1,769,422 $ 1,835,775 $ 1,904,617

Standalone Olympic Beginning Tangible Assets $ 302,123 $ 286,206 $ 273,765

(+) Asset Growth (15,917) (12,441) (4,578)

Standalone Olympic Ending Tangible Assets $ 286,206 $ 273,765 $ 269,187

Pro Forma JPMorgan Ending Tangible Assets $ 2,055,628 $ 2,109,540 $ 2,173,804

Pro Forma TE / TA 4.86 % 4.86 % 4.87 %

Pro Forma TCE / TA 4.21 4.23 4.26

Pro-Forma Tier 1 RBC Ratio 8.50 % 8.50 % 8.50 %

Pro-Forma Tier 1 Leverage Ratio 5.64 5.69 5.69

2008 2009 2010 2011

JPMorgan Net Income $ 8,970 $ 11,341 $ 15,913 $ 17,084

Olympic Standalone Net Income (685) 628 2,778 2,430

(+) Post-Tax Provision Benefit 0 2,289 839 1,109

(+) Accretion of Interest-Rate Mark 0 785 687 587

Olympic Pro Forma Net Income (685) 3,701 4,304 4,125

(-) Debt Interest Expense 0 0 0 0

(+) Olympic Amortization Expense 0 68 57 48

(-) Additional Amortization Expense 0 (210) (210) (210)

(+) Return on Cash From New Equity Issuance 0 279 279 279

(-) Lost Investment Income on Share Repurchases 0 (245) (553) (894)

(-) Lost Yield on Restructuring Charge 0 (68) (102) (102)

(+) Net Synergies 0 1,044 1,565 1,722

Pro Forma Operating Net Income¹ $ 8,970 $ 15,909 $ 21,252 $ 22,053

JPMorgan Beginning Diluted Shares Outstanding 3,436 3,867 3,702 3,543

New Shares Issued to Finance Purchase 203

New Shares Issued to Make-Whole Investors 34

New Shares Issed to Recapitalize Entity 205

Shares Repurchased (10) (166) (158) (160)

Total Pro Forma Shares Outstanding 3,867 3,702 3,543 3,383

JPMorgan Standalone EPS $ 2.56 $ 3.33 $ 4.70 $ 5.08

Pro Forma EPS 2.56 4.30 6.00 6.52

Accretion / Dilution ($) $ 0.00 $ 0.97 $ 1.30 $ 1.44

Accretion / Dilution (%) 0.0% 29.1% 27.6% 28.4%

1 Assumes restructuring charges excluded from operating EPS.

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JPMorgan Acquires Washington Mutual Analysis at Various Prices, Assuming $18.6bn Mark at Close (Moody’s Stress Case) ($ in millions)

Price Per Share $ 3.00 $ 4.00 $ 5.00 $ 6.00 $ 7.00Implied Price Per Share (Inc. Make-Whole) 4.28 5.06 5.84 6.61 7.39

Purchase Price $ 7,279 $ 8,599 $ 9,919 $ 11,239 $ 12,559

Equity Issued to Recapitalize Entity 7,715 7,715 7,715 7,715 7,715

Aggregate Deal Value $ 14,994 $ 16,314 $ 17,635 $ 18,955 $ 20,275

% Premium / Discount (Excluding Make-Whole) (43.4)% (24.5)% (5.7)% 13.2 % 32.1 %

% Premium / Discount (Including Make-Whole) (19.2)% (4.5)% 10.1 % 24.8 % 39.4 %

Deal Multiples Value

P / 2010E EPS $ 1.76 5.0 x 5.5 x 5.9 x 6.3 x 6.8 x

P / 2009E Adjusted EPS 2.18 4.1 4.4 4.8 5.1 5.5P / 2010E Adjusted EPS 2.53 3.5 3.8 4.1 4.4 4.7P / TBVPS 8.88 1.0 1.1 1.2 1.3 1.3P / Adjusted TBVPS (at closing) 0.57 15.5 16.8 18.2 19.6 20.9Transaction IRR (8.0x Terminal) 64.7 % 59.6 % 55.2 % 51.3 % 47.8 %Core Deposit Premium 1.2 2.0 2.9 3.7 4.5

Accretion / Dilution2009 EPS 31.2 % 30.1 % 29.1 % 28.0 % 27.0 %2010 EPS 29.7 28.7 27.6 26.6 25.6

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Wells Fargo Acquires Washington Mutual Assumes $18.6bn Mark at Close (Moody’s Stress Loss) ($ in millions)

Pro Forma Capital Position Pro Forma Profitability 2008 2009 2010

Wells Fargo Beginning Tangible Common Equity $ 30,159 $ 44,476 $ 46,013

(+) Equity Issued to Finance Purchase 8,356

(+) Equity Issued to Make-Whole Investors 1,422

(+) Equity Issued to Recapitalize Entity 14,146

(-) Equity Repurchased (305) (5,436) (6,554)

(-) Restructuring Charges (1,182) (1,182) (1,182)

(-) Transaction Identifiable Intangibles (3,207) 0 0

(-) Transaction Goodwill (6,456) 0 0

(+) Amortization 128 547 521

(+) Net Income 3,361 12,680 15,678

(-) Dividends (1,947) (5,072) (6,271)

Wells Fargo Ending Tangible Common Equity $ 44,476 $ 46,013 $ 48,205

Standalone Wells Fargo Beginning Tangible Assets $ 591,992 $ 612,893 $ 645,070

(+) Asset Growth 20,901 32,177 33,866

Standalone Wells Fargo Ending Tangible Assets $ 612,893 $ 645,070 $ 678,936

Standalone Olympic Beginning Tangible Assets $ 302,123 $ 286,206 $ 273,765

(+) Asset Growth (15,917) (12,441) (4,578)

Standalone Olympic Ending Tangible Assets $ 286,206 $ 273,765 $ 269,187

Pro Forma Wells Fargo Ending Tangible Assets $ 899,099 $ 918,835 $ 948,123

Pro Forma TE / TA 5.84 % 5.88 % 5.93 %

Pro Forma TCE / TA 4.95 5.01 5.08

Pro-Forma Tier 1 RBC Ratio 8.24 % 8.24 % 8.24 %

Pro-Forma Tier 1 Leverage Ratio 7.36 7.45 7.49

2008 2009 2010 2011

Wells Fargo Net Income $ 7,113 $ 7,691 $ 9,758 $ 10,474

Olympic Standalone Net Income (685) 628 2,778 2,430

(+) Post-Tax Provision Benefit 0 2,289 839 1,109

(+) Accretion of Interest-Rate Mark 0 785 687 587

Olympic Pro Forma Net Income (685) 3,701 4,304 4,125

(-) Debt Interest Expense 0 0 0 0

(+) Olympic Amortization Expense 0 68 57 48

(-) Additional Amortization Expense 0 (209) (209) (209)

(+) Return on Cash From New Equity Issuance 0 511 511 511

(-) Lost Investment Income on Share Repurchases 0 (187) (400) (644)

(-) Lost Yield on Restructuring Charge 0 (77) (115) (115)

(+) Net Synergies 0 1,182 1,773 1,950

Pro Forma Operating Net Income¹ $ 7,113 $ 12,680 $ 15,678 $ 16,140

Wells Fargo Beginning Diluted Shares Outstanding 3,303 4,121 3,952 3,793

New Shares Issued to Finance Purchase 272

New Shares Issued to Make-Whole Investors 46

New Shares Issed to Recapitalize Entity 511

Shares Repurchased (10) (169) (159) (169)

Total Pro Forma Shares Outstanding 4,121 3,952 3,793 3,624

Wells Fargo Standalone EPS $ 2.15 $ 2.35 $ 3.00 $ 3.24

Pro Forma EPS 2.15 3.21 4.13 4.45

Accretion / Dilution ($) $ 0.00 $ 0.86 $ 1.13 $ 1.21

Accretion / Dilution (%) 0.0% 36.5% 37.8% 37.4%

1 Assumes restructuring charges excluded from operating EPS.

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Wells Fargo Acquires Washington Mutual Analysis at Various Prices, Assuming $18.6bn Mark at Close (Moody’s Stress Case) ($ in millions)

Price Per Share $ 3.00 $ 4.00 $ 5.00 $ 6.00 $ 7.00Implied Price Per Share (Inc. Make-Whole) 4.28 5.06 5.84 6.61 7.39

Purchase Price $ 7,139 $ 8,459 $ 9,779 $ 11,099 $ 12,419

Equity Issued to Recapitalize Entity 14,146 14,146 14,146 14,146 14,146

Aggregate Deal Value $ 21,285 $ 22,605 $ 23,925 $ 25,245 $ 26,565

% Premium / Discount (Excluding Make-Whole) (43.4)% (24.5)% (5.7)% 13.2 % 32.1 %

% Premium / Discount (Including Make-Whole) (19.2)% (4.5)% 10.1 % 24.8 % 39.4 %

Deal Multiples Value

P / 2010E EPS $ 1.76 7.1 x 7.6 x 8.0 x 8.4 x 8.9 x

P / 2009E Adjusted EPS 2.18 5.8 6.1 6.5 6.8 7.2P / 2010E Adjusted EPS 2.53 4.9 5.3 5.6 5.9 6.2P / TBVPS 8.88 1.4 1.5 1.6 1.7 1.8P / Adjusted TBVPS (at closing) 0.57 22.0 23.3 24.7 26.0 27.4Transaction IRR (8.0x Terminal) 61.2 % 57.0 % 53.2 % 49.8 % 46.7 %Core Deposit Premium 5.1 5.9 6.7 7.5 8.3

Accretion / Dilution2009 EPS 39.4 % 38.0 % 36.5 % 35.1 % 33.8 %2010 EPS 40.7 39.2 37.8 36.4 35.0

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Appendix C: BAC / CFC Mark Case Study

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Overview of Countrywide Mark to Market WM vs. CFC Asset Quality Comparison ($ in billions)

BofA announced a total mark to market on their Countrywide assets of $14.3bn, or 15.6% of the $91bn HTM loan portfolio — BofA officials said marks range across asset classes from single digits to mid-20s

Underlying assumptions on these marks is peak-to-trough nationwide HPD of 25-30%, with ~38-40% in FL and CA resulting in 17.3% cumulative loss on Countrywide Financial loans

Comparing loan portfolios suggests WM’s performance is dramatically better than CFC’s, although higher proportion of subprime loans increases loss content

WM 2Q08 Asset Quality Statistics CFC 2Q08 Asset Quality StatisticsBalance NCO Rate NPA / Loans Balance NCO Rate NPA / Loans

Loans Secured by Real Estate Prime First $ 52.1 1.2 % 3.0 % $ 29.6 1.5 % 6.3 % Prime Pay Option ARM 52.9 3.9 6.2 26.4 3.9 12.7

Home Loans $ 105.0 2.6 % 4.5 % $ 56.0 2.6 % 9.3 %Home Equity Loans & Lines of Credit 60.4 4.7 2.5 33.4 5.7 2.7Subprime Mortgage Channel 16.1 13.4 18.7 2.4 15.0 26.7Home Construction 1.9 0.4 4.2Multi-family 33.1 0.0 0.5Other Real Estate 10.5 0.0 0.8

OtherConsumer 0.0

Credit Card 10.6 6.5 Other 0.2 4.4

Commercial 1.9 9.2 3.0Total $ 239.6 3.6 % 4.7 % $ 91.8 4.1 % 7.4 %

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Overview of CFC Mark BAC-CFC Purchase Accounting Case Study ($ in billions)

Preliminary Countrywide Balance Sheet ($ in billions) Preliminary Countrywide Purchase Accounting Estimates

($ in billions, except per share amounts)

June 30,

2008 March 31,

2008

Loans: Held for sale $11.8 $15.7 Held for investment 99.3 98.6

Total Loans 111.1 114.3

Allowance for loan losses (5.1) (3.4) Securities purchased under agreement to resell,

securities borrowed and fed funds sold 6.6 7.8 Investments in other financial instruments 18.8 20.9 MSR, at estimated fair value 18.4 17.2 Other assets 22.3 42.2

Total Assets $172.1 $199.0

Deposits $62.8 $63.3 Securities sold under agreement to repurchase 3.5 17.9 Notes payable 82.3 87.7 Other liabilities 13.1 16.9

Total liabilities 161.7 185.8 Shareholders' equity 10.4 13.2

Total Liabilities and Shareholders' Equity $172.1 $199.0

Purchase Price Countrywide common stock exchanged (in millions) 583 Exchange ratio 0.1822

Corporation's common stock exchanged (in millions) 106 Purchase price per share of the corporation's common stock1 $38.73

Total Purchase Price $4.1

Preliminary Allocation of the Purchase Price Countrywide stockholder's equity2 8.4 Pretax adjustments to reflect assets acquired and liabilities assumed at fair value3

Loans4 (8.1) Mortgage servicing rights (1.7) Deferred costs and currency adjustments on loans and debt 1.6 All other (4.6) Pretax total adjustments (12.8) Deferred income taxes 4.5

After tax total adjustments (8.3) Fair value of net assets acquired 0.1

Preliminary Goodwill Resulting from the Countrywide Merger $4.0

1 The value of the shares of common stock exchanged with Countrywide shareholders was based upon the average of the closing prices of the corporation's common stock for the period commencing two

trading days before, and ending two trading days after January 11, 2008, the date of the Countrywide merger agreement. 2 The value of the remaining Countrywide shareholder's equity after the cancellation of the Series B convertible preferred shares owned by the corporation prior to the merger. 3 Adjustments shown in the preliminary purchase price allocation are based on values within current estimated ranges. 4 Loan portfolio credit adjustment of $14.3 billion less the allowance for loan and lease losses of $5.1 billion less $1.1 billion of loss exposure for non-impaired loans that will flow through consolidated

earnings over time, if incurred.

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Mark-to-Market Valuation Comparison to CFC Mark ($ in billions)

CountrywideMark-to-Market

Balance NPL (%) (%)¹ ($)Prime First $ 29.6 6.3 % 7.0 % $ 2.1Prime Pay Option 26.4 12.7 15.0 4.0HELOC 14.5 3.5 23.0 3.3Fixed Rate Second 18.9 2.1 23.0 4.3Subprime 2.4 26.2 25.0 0.6Total $ 91.8 15.6 % $ 14.3

Washington MutualMark-to-Market

Balance NPL (%)² (%) ($)Prime First $ 52.1 3.0 % 5.0 % $ 2.6Prime Pay Option 52.9 6.0 10.0 5.3HELOC / Fixed-Rate Second 61.4 7.0 20.0 12.3Subprime 16.1 18.0 25.0 4.0Total $ 182.5 13.3 % $ 24.2

Total Mark-To-Market $ 24.2(-) 12/31 Reserve (9.7)(-) Estimated 2H 2008 NCOs (5.7)Estimated Pre-Tax Mark at 12/31 $ 8.8

1 Bank of America indicated a range from single digits to mid twenties for the mark on the Prime First and Subprime. Mark for Prime Pay Option, HELOC and Fixed Rate Second are GS estimates. 2 GS estimates.

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Discussion Materials for

Goldman, Sachs & Co. August 14, 2008

CONFIDENTIAL WAMUBKEXAM-GS-000087

QUP Washington Mutual

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Discussion Materials for

Goldman, Sachs & Co. August 11, 2008

CONFIDENTIAL WAMUBKEXAM-GS-000020

QUP Washington Mutual

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Table of Contents

I. Process Discussion

II. Mark-to-Market Discussion

III. Merger Analysis

IV. Structural Alternatives

Appendix A: Merger Analysis: Company Stress Loss Scenario

Appendix B: Selected Merger Analysis: Moody’s Stress Loss Scenario

Appendix C: BAC / CFC Mark Case Study

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I. Process Discussion

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Overview of March / April Process

Initial Contact (March 3-7) — JPMorgan — Wells Fargo — Banco Santander — Barclays — BBVA

Indications of Interest / Initial Management Meetings (March 10-14)

— JP Morgan, Wells Fargo

Second Round Management Meetings / Final Bids (March 17 – April 1) — JP Morgan – Offered $5.00 / share with upside of $3.00 / share via a contingent value security

if the low end of losses in home equity portfolio (8.5% cumulative losses on $60.6bn home equity portfolio) proved to be correct

− Based on current assumptions of losses in home equity portfolio, aforementioned contingent value security would be worth $0

— Wells Fargo declined second round meetings due to concerns over mortgage portfolio and geographic overlap in higher-risk states (i.e. California)

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M&A Process Preliminary Timeline

Week 1 Week 2 Week 3 Week 4 Week 5 Week 6

Finalize Management Presentation

Finalize Data Room

Contact Potential PartnersConfidentiality Agreement

Management Meetings

Preliminary Indications of Interest

Due Diligence

Negotiate Terms

Announce Transaction

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Potential Strategic Partners / Acquirers of WaMu

Name Market Cap

($ in bn) 1-Yr Price

Performance 2009 P/E

Current Price/TBV

TCE/ TA

Tier 1 RatioCommentary

CEO: Jamie Dimon

$141.1 (11.7) % 12.3 x 1.8 x 4.5 % 9.1 % Relatively well-positioned to execute

a large transaction Unclear how participation in April

sale process will affect posture

CEO: Alfredo Sáenz Abad

113.9 (13.9) 7.6 2.6 3.5 7.7 Well-positioned to execute a large

transaction Considering U.S. strategic options

CEO: John Stumpf

99.8 (13.8) 12.8 3.0 5.1 8.2

Maybe reluctant to substantially increase mortgage and MSR exposure

Declined to proceed during the April sale process due to loan portfolio concerns

Has demonstrated interest in multi-family assets and California branches/deposits

CEO: Francisco González Rodríguez

67.1 (34.6) 6.7 2.6 4.7 7.9 Continued interest in growing U.S.

franchise WM footprint highly complementary

to BBVA’s targeted Sun Belt markets

CEO: John Varley

57.2 (47.2) 6.7 1.2 1.5 9.1 Focused on improving financial

performance and investor credibility; however, actively considering U.S. opportunities

CEO: Richard Davis

54.8 (1.5) 12.8 5.1 4.9 8.5

Unlikely to pursue transformative deal given conservative credit culture

Strong financial stability Might have an interest in certain

assets

CEO: Yoshifumi Nishikawa

50.3 (29.8) 11.3 1.7 2.4 6.7 Proactively considering U.S.

opportunities; however, unlikely to move quickly

CEO: W. Edmund Clark

47.8 (11.0) 10.0 4.4 2.4 9.1 Recently completed acquisition of

Commerce may limit near-term appetite

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Transaction Considerations

Consideration Comment

Mark-to-Market

Mark on portfolio at closing will be the primary driver for sizing the capital requirement of the acquiring institutions

Likely to be calculated based on a discounted cash flow methodology (expected prepayments, interest, losses, etc) as level 3 assets

BAC / CFC provides one recent data point on “accountant-approved” methodology

Form of Consideration

Contingent value security may be a form of consideration for potential acquirors Likely to be linked to performance of some subset of higher risk residential real

estate portfolio (or all of it) — JPMorgan linked to low-end of loss range on home equity portfolio to obtain

full value of CVS

Capturing Discount in Debt / Preferred

WaMu’s debt and preferred outstandings are currently trading at a significant discount to par — Aggregate discount of approximately $10.0 billion on $24.0 billion liability /

preferred base Capturing this discount in some fashion prior to executing a strategic transaction

would potentially improve the ability to pay of a potential partner due to decreased goodwill creation / capital needed

Transaction contingent on exchange / tender of debt / preferred may also be structured

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II. Mark-to-Market Discussion

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Cumulative Loss Roll-Forward Company High Stress Case vs. Moody’s Stress Case ($ in millions)

Company High Stress (April 2008) As of Q1 As of Q2 Estimated as of Q4

Mar Balance

Cum Loss (%)

Expected Cum Loss 2Q NCOs

Jun Balance

Expected Cum Loss

RemainingCum Loss 3Q NCOs 4Q NCOs

Losses Left

RemainingCum Loss

SFR: Option ARM $ 55,846 9.9% $ 5,552 $ 466 $ 52,886 $ 5,086 9.1% $ 560 $ 672 $ 3,854 6.9%SFR: Other 52,574 2.6% 1,378 221 52,141 1,157 2.2% 265 318 575 1.1%Home Equity: 1st Lien 16,739 3.3% 557 50 16,922 507 3.0% 60 72 376 2.2%Home Equity: 2nd Lien 44,495 16.6% 7,383 659 43,464 6,724 15.1% 791 949 4,983 11.2%Subprime 17,344 22.5% 3,906 569 16,052 3,337 19.2% 683 819 1,835 10.6%Subtotal Residential $ 186,998 10.0% $ 18,776 $ 1,965 $ 181,465 $ 16,811 9.0% $ 2,358 $ 2,830 $ 11,623 6.2%Card Services 8,989 10.0% 899 153 10,589 746 8.3% 184 220 342 3.8%Commercial & Retail Smal 46,827 2.0% 937 53 47,573 884 1.9% 64 76 744 1.6%Total $ 242,814 $ 20,611 $ 2,171 $ 239,627 $ 18,440 $ 2,605 $ 3,126 $ 12,709

Moody’s Stress (July 2008) As of Q1 As of Q2 Estimated as of Q4

Mar Balance

Cum Loss (%)

Expected Cum Loss 2Q NCOs

Jun Balance

Expected Cum Loss

RemainingCum Loss 3Q NCOs 4Q NCOs

Losses Left

RemainingCum Loss

SFR: Option ARM $ 55,846 17.7% $ 9,885 $ 466 $ 52,886 $ 9,418 16.9% $ 560 $ 672 $ 8,187 14.7%SFR: Other 52,574 2.9% 1,525 221 52,141 1,304 2.5% 265 318 722 1.4%Home Equity: 1st Lien 16,739 3.8% 636 58 16,922 578 3.5% 70 84 424 2.5%Home Equity: 2nd Lien 44,495 16.0% 7,119 651 43,464 6,468 14.5% 781 937 4,750 10.7%Subprime 17,344 26.2% 4,545 569 16,052 3,976 22.9% 683 819 2,474 14.3%Subtotal Residential $ 186,998 12.7% $ 23,710 $ 1,965 $ 181,465 $ 21,745 11.6% $ 2,358 $ 2,830 $ 16,557 8.9%Card Services 8,989 20.0% 1,798 153 10,589 1,645 18.3% 184 220 1,241 13.8%Commercial & Retail Smal 46,827 2.0% 937 53 47,573 884 1.9% 64 76 744 1.6%Total $ 242,814 $ 26,444 $ 2,171 $ 239,627 $ 24,273 $ 2,605 $ 3,126 $ 18,542

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Illustrative Purchase Accounting Mark-to-Market Overview of Discounted Cash Flow Methodology on Residential Mortgage Assets ($ in billions)

Overview Expected Cumulative Mark to Market Sensitivity

12/31/08 Loss at 12/31/08 2Q08 Discount to Discount Rate – Company Stress CaseBalance Moody's Company CPR Coupon Rate¹ 0.00 % 0.50 % 1.00 % 1.50 % 2.00 %

SFR: Option ARM $ 51.8 $ 8.2 $ 3.9 10.0 % 6.6 % 8.1 % 0 2 5 7 9

SFR: Other 49.4 0.7 0.6 10.0 6.4 7.9 0 3 5 8 10

Home Equity: 1st Lien 15.7 0.4 0.3 10.0 5.9 7.4 0 3 5 8 10

Home Equity: 2nd Lien 40.6 4.8 5.0 10.0 5.9 7.4 0 2 5 7 9

Subprime 15.0 2.5 1.8 10.0 8.0 9.5 0 2 4 6 8

Total $ 172.5 $ 16.6 $ 11.6

Illustrative Impact at Close Moody's Stress Case Company Stress Case

Credit Impact Discount Rate Illustrative Mark Credit Impact Discount Rate Illustrative Markon Mark Impact on Mark to Market on Mark Impact on Mark to Market

%-Pts Amount %-Pts Amount %-Pts Amount %-Pts Amount %-Pts Amount %-Pts Amount

SFR: Option ARM 13 $ 6.6 6 $ 3.2 19 $ 9.8 5 $ 2.8 7 $ 3.6 12 $ 6.4

SFR: Other 0 0.1 8 3.8 8 3.9 0 0.0 8 3.8 8 3.8

Home Equity: 1st Lien 2 0.2 8 1.2 9 1.5 1 0.2 8 1.2 9 1.4

Home Equity: 2nd Lien 10 4.0 7 2.8 17 6.8 10 4.3 7 2.8 17 7.0

Subprime 13 2.0 6 0.9 19 2.9 9 1.4 6 0.9 15 2.3

Total 7 $ 12.9 7 $ 11.9 14 $ 24.8 5 $ 8.6 7 $ 12.4 12 $ 20.9

(1) Assumes base case discount rate of coupon + 150 bps

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Other Assets & Liabilities Estimated Mark-to-Market ($ in millions)

Other Assets Other Liabilities

Jun Balance % LossMark-to-Market

Other Assets:

Cash and cash equivalents $ 7,235 0% $ 0

Fed Funds Sold 2,750 0% 0

Trading Assets 2,308 10% 231

Mortgage-backed Securities 18,241 5% 912

Investment securities 6,134 10% 613

Investment in FHLB 3,498 0% 0

Mortgage Servicing Rights 6,175 10% 618

Accounts receivable¹ 3,456 0% 0

Investment in bank-owned life insurance¹ 5,523 5% 276

Premises and equipment¹ 2,914 0% 0

Accrued interest receivable¹ 1,930 0% 0

Derivatives¹ 3,035 0% 0

Identifiable intangible assets¹ 378 0% 0

Foreclosed Assets¹ 1,462 20% 292

Other¹ 4,360 0% 0

Other Assets 23,058 2% 569

Total Assets (Excluding Loans) $ 69,399 4% $ 2,942

Jun Balance % Loss

Mark-to-Market

Liabilities:

Non-interest-bearing retail checking $ 25,435 0% $ 0

Interest-bearing retail checking 21,715 0% 0

Retail Savings and money market 58,016 0% 0

Retail Time Deposits 43,086 0.75% 323

Commercial business / other deposits 8,892 0% 0

Brokered Deposits 19,348 0.75% 145

Escrow 5,431 0% 0

Total Deposits $ 181,923 0% $ 468

Federal Funds / CP / Repos 289 0% 0

FHLB Advances 58,363 0% 0

Other Borrowings 30,590 0% 0

Other Liabilities 8,566 0% 0

Minority Interests 3,914 0% 0

Total Liabilities $ 283,645 0% $ 468

1 Assumes other assets allocated in constant ratio as Q1 2008.

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Estimated ALLL Roll-Forward 2008 ($ in millions)

1,429

3,511

5,913

3,9083,126

(747)(1,368)

(2,171)(2,605)

(3,126)

1,8892,571

4,714

8,456

9,759 9,759

(4,000)

(2,000)

0

2,000

4,000

6,000

8,000

10,000

12,000

3Q07 4Q07 1Q08 2Q08 3Q08E 4Q08E

Provision

NCOs

Ending ALLL

Quarterly NCO Growth 77.4% 83.1% 58.7% 20.0% 20.0% Provisions / NCOs 1.9x 2.6x 2.7x 1.5x 1.0x

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Summary of Estimated Mark-to-Market ($ in millions)

12/31 Expected Balance

Company Stress Mark (%)

Moody's Stress Mark (%)

Company Stress Mark ($)

Moody's Stress Mark ($)

Loan PortfolioSFR: Option ARM $ 51,822 12 % 19 % $ 6,408 $ 9,783SFR: Other 49,363 8 8 3,782 3,908Home Equity: 1st Lien 15,749 9 9 1,399 1,466Home Equity: 2nd Lien 40,552 17 17 7,040 6,815Subprime 14,975 15 19 2,317 2,864Credit Card 10,589 0 0 0 0Multifamily / CRE / Other 47,573 2 2 714 951

Total Loan Portfolio Mark (12/31) $ 230,623 9.4 % 11.2 % $ 21,659 $ 25,788

Other Assets Writedown (12/31) 2,942 2,942

Liabilities Mark (468) (468)

Expected ALLL (12/31) (9,759) (9,759)

Total Pre-Tax Writedown (12/31) $ 14,374 $ 18,503

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III. Merger Analysis

CONFIDENTIAL WAMUBKEXAM-GS-000033

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Merger Assumptions

Financial Assumptions — Financial data as of June 30, 2008. Market data as of August 8, 2008 — Acquirer IBES standalone financial assumptions — $5.00 purchase price

Transaction Assumptions — 100% stock financed — Company High Stress Case: $14.4 billion total pre-tax mark in excess of allowance at closing — Moody’s Stress Case: $18.5 billion total pre-tax mark at closing in excess of allowance at closing — Pro Forma Capital ratios

− Wells Fargo, USB, BBVA, SMBC maintain current Tier 1 RBC ratio − JPMorgan, Barclays and TD allowed 60 bps of Tier 1 capital flexibility − Santander allowed ~15 bps of Tier 1 capital flexibility − Acquirer issues shares at 10% discount to recapitalize entity

— Identifiable intangibles created: 1.5% of core deposits (CDI), 3.0% of managed credit card receivables (PCCR) — Restructuring charge of 1.5x run-rate synergies, over three years

Synergies detailed below (phased in 50% in 2009, 75% in 2010 and 100% thereafter)

JPMorgan Wells Fargo TD US Bancorp Barclays Santander BBVA SMBCWM 2008E Expenses

Mortgage Banking $ 1,759 60.0 % 60.0 % 20.0 % 40.0 % 10.0 % 10.0 % 10.0 % 10.0 %Commercial 219 30.0 30.0 20.0 30.0 10.0 10.0 10.0 10.0Card Services 1,149 30.0 20.0 15.0 20.0 20.0 10.0 10.0 10.0Corporate 1,524 50.0 60.0 30.0 50.0 20.0 20.0 20.0 20.0

Retail Banking Detail: Cost Save on Entire Franchise 20.0 % 20.0 % 10.0 % 20.0 % 5.0 % 5.0 % 15.0 % 5.0 % Branch Overlap 13.9 39.9 8.4 24.0 0.0 0.0 5.8 0.0 Cost Save on Overlap 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0Total Retail Banking $ 3,849 25.5 % 36.0 % 13.4 % 29.6 % 5.0 % 5.0 % 17.3 % 5.0 %

Total Expense Synergies $ 8,500 $ 3,211 $ 3,650 $ 1,539 $ 2,900 $ 925 $ 810 $ 1,285 $ 810As % of NIE 37.8 % 42.9 % 18.1 % 34.1 % 10.9 % 9.5 % 15.1 % 9.5 %

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Overview of Selected Buyers Selected Transaction Metrics – Company Stress Case ($14.4 bn pre-tax mark) ($ in millions)

JPMorgan Wells Fargo TD US Bancorp Barclays Santander BBVA SMBC0 0 0 0 0 0 0 0

Market Data: 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0

Market Cap $ 141,104 $ 99,640 $ 47,523 $ 54,772 $ 57,253 $ 113,851 $ 67,099 $ 50,318

2009E P/E 12.3 x 12.8 x 9.9 x 12.8 x 6.7 x 7.6 x 6.7 x 11.3 x0 0 0 0 0 0 0 0

Transaction Summary: 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0

Run Rate Pre-Tax Synergies $ 3,211 $ 3,637 $ 1,539 $ 2,900 $ 925 $ 810 $ 1,285 $ 810

As a Percentage of NIE 37.8 % 42.8 % 18.1 % 34.1 % 10.9 % 9.5 % 15.1 % 9.5 %0 0 0 0 0 0 0 0

Tier 1 (6/30/08) 9.11 % 8.24 % 9.10 % 8.50 % 9.13 % 7.88 % 7.70 % 6.73 %

Tier 1 Target (At Close) 8.50 8.24 8.50 8.50 8.50 7.75 7.70 6.730.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Equity Raised to Recapitalize $ 5,218 $ 11,643 $ 8,880 $ 11,860 $ 8,376 $ 7,193 $ 8,753 $ 7,252

As a Percentage of Market Cap 3.70 % 11.69 % 18.69 % 21.65 % 14.63 % 6.32 % 13.04 % 14.41 %0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

IRR 63.1 % 59.8 % 51.8 % 56.0 % 49.0 % 57.3 % 55.3 % 61.0 %0 0 0 0 0 0 0 0

2009E Acc. / Dil. 30.6 % 38.6 % 38.5 % 56.3 % 18.1 % 17.9 % 18.1 % 48.6 %

2010E Acc. / Dil. 29.3 40.1 57.0 62.2 22.2 21.1 22.1 56.6

CONFIDENTIAL WAMUBKEXAM-GS-000035