Docket #1997 Date Filed: 12/14/2009

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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Chapter 11 In re Case No. 08-12229 (MFW) WASHINGTON MUTUAL, INC., et at., I Jointly Administered Debtors.
Hearing Date: January 4, 2010 at 3:00 pm Obj. Deadline: December 22, 2009 at 4:00 pm
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DEBTORS' MOTION FOR AN ORDER PURSUANT TO BANKRUPTCY RULE 2004 AND LOCAL BANKRUPTCY RULE 2004-1 DIRECTING THE EXAMINATION OF WITNESSES AND PRODUCTION OF DOCUMENTS FROM KNOWLEDGEABLE PARTIES Washington Mutual, Inc. ("WMI") and WMI Investment Corp. ("WMI Investment," and with WMI, "Debtors"), through their undersigned counsel, hereby file this motion (the "Motion") pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Local Rule 2004-1 of the United States Bankruptcy Court for the District of Delaware seeking the entry of an order directing the production of documents and examination of witnesses most knowledgeable about the subjects in the attached document requests (the "Requested Examination") from regulatory entities, rating agencies, former WaMu suitors, banks, and professionals in connection with Debtors' investigation of certain pre-petition conduct that may unearth estate claims (the "Knowledgeable Parties"),2 and respectfully represent:

The Debtors in these chapter 11 cases (the "Chapter 11 Cases") and the last four digits of each Debtor's federal tax identification numbers are: (i) Washington Mutual, Inc. (3725) and (ii) WMI Investment Corp. (5395).
2

Debtors seek the Rule 2004 examination of the following Knowledgeable Parties: The Federal Deposit Insurance Corporation, in its capacity as receiver for WMB and in its corporate capacity, ("FDIC"), the Office of Thrift Supervision COTS"), the Office of the Comptroller of

0q6=),. (6 0812229091214000000000008

PRELIMINARY STATEMENT

1.

On June 24, 2009, pursuant to Bankruptcy Rule 2004, this Court granted Debtors'

motion for an order directing the examination of JPMC to investigate potentially valuable estate claims sounding in business tort and tortious interference. See June 24, 2009 Order (the "June 24 Order) and June 24, 2009 Opinion (the "June 24 Opinion," together, with the June 24 Order,
Exhibit 1).

Since that time, Debtors have received and reviewed documents that JPMC

produced pursuant to the June 24 Order. Certain of the documents in the JPMC productions highlight the need to expand to third parties the investigation this Court authorized concerning "JPM[C]'s alleged malfeasance prior to the seizure and sale of WMB." See June 24 Opinion,
Exhibit 1 at 17 & n.14. For example, with respect to Debtors' investigation into JPMC's efforts

to interfere with a potential sale of WaMu, an internal JPMC email from June 2008 reports on a meeting between JPMC CEO Jamie Dimon and Banco Santander Chairman Emilio Botin in which Botin indicated that Santander was interested in acquiring WaMu. When Botin asked why JPMC did not buy WaMu in March 2008, Dimon responded that WaMu's "potential losses are higher than TPG is estimating." The e-mail further noted that "[i]t is important to have an open dialogue with [Santander], as Santander would not pursue any . . . of these opportunities if JPMorgan were to do the same." JPM_EX00004075, Exhibit 2. In light of such documents

the Currency ("OCC"), the Board of Governors of the Federal Reserve System ("Federal Reserve"), the U.S. Department of the Treasury ("Treasury Department"), the U.S. Securities and Exchange Commission ("SEC"), and former U.S. Treasury Secretary Henry M. Paulson, Jr ("Paulson") (collectively, the "Regulators"); Moody's Investors Service ("Moody's"), and Standard and Poor's Corporation ("S&P") (collectively, the "Rating Agencies"); Banco Santander, S.A. ("Banco Santander"), Toronto-Dominion Bank ("Toronto-Dominion"), TO Bank, N.A. ("TD Bank"), and Wells Fargo, N.A. ("Wells Fargo") (collectively, the "WaMu Suitors"); Federal Home Loan Bank-San Francisco ("FHLB-SF"); Federal Home Loan BankSeattle ("FHLB-Seattle"); The Goldman Sachs Group, Inc. ("Goldman Sachs") (collectively, the "Banks"); PricewaterhouseCoopers ("PwC"), Equale & Associates ("Equale"), Richard F. Holt ("Holt"), David Horne, LLC ("Horne") (collectively, the "JPMC Professionals").

demonstrating Debtors' need for discovery from certain third parties, Debtors respectfully request that the Court order the Rule 2004 examination of the Regulators, Rating Agencies, WaMu Suitors, Banks, and JPMC Professionals (collectively, the "Knowledgeable Parties,,).3 2. Documents produced by JPMC pursuant to the June 24 Opinion and Order

suggest that the Knowledgeable Parties had dealings and communications with the Debtors and/or JPMC in the period leading up to the seizure and sale of WMB (and afterwards) on subjects directly relevant to the business tort claims this Court has authorized the Debtors to investigate. 4 The Knowledgeable Parties are likely to have information currently unobtainable by Debtors relevant to potential estate claims sounding in business tort and tortious interference against JPMC, including information relevant to allegations made in American National

Insurance Co., et al. v. FDIC, No.1 :09-cv-01743 (D.D.C.) (the "American National Action"),s
that JPMC (i) engaged in sham negotiations designed to elicit confidential information from WMI, (ii) misused and publicly leaked this confidential information, in violation of a confidentiality agreement, to gain an unfair advantage in obtaining WMB's long-coveted assets at a "fire sale" price, and (iii) misused access to government regulators to acquire confidential information about contemplated government supervisory action directed at Washington Mutual as part of an effort to "bargain and work with federal regulators for the seizure and sale of During the meet and confer process required by Local Rule 2004.1 of the United States Bankruptcy Court for the District of Delaware, a number of third parties falling within these categories agreed to voluntarily produce documents responsive to Debtors' Rule 2004 requests. This motion is solely directed at those parties with whom Debtors were unable to proceed consensuall y. Capitalized terms not defined herein have the meaning set forth in the Motion for Rule 2004 Examination of JPMC. This action was referred to as "the Texas Action" in the Motion for Rule 2004 Examination of JPMC. On September 9, 2009, the District Court for the Southern District of Texas transferred the action to the District of Columbia.
5
4

Washington Mutual's assets." See American National Complaint

32, Exhibit 3. As with the

Rule 2004 Examination of JPMC, the Rule 2004 Examination of the Knowledgeable Parties will enable the Debtors - as estate fiduciaries - to determine the validity and ownership of these potentially significant claims. To the extent the Requested Examination demonstrates that the Debtors have viable claims against JPMC, such claims are assets of the Debtors' chapter 11 bankruptcy estates and, thus, any recovery resulting from the assertion of these claims will inure to the benefit of the Debtors and their creditors. 3. The Requested Examination involves an investigation into the same set of

allegations that formed the basis for the Rule 2004 Examination of JPMC. Therefore, as the Court already determined with respect to the Rule 2004 Examination of JPMC, the discovery sought herein is appropriate and necessary and is unrelated to any proceedings currently pending between JPMC and the Debtors. Furthermore, the Requested Examination is not duplicative of

discovery taking place in the JPMC Adversary Action and the Turnover Action. JURISDICTION AND VENUE 4. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding pursuant to 28 U.S.c. 157(b)(2)(A), (0). Venue is proper in this Court pursuant to 28 U.S.C. 1408 and 1409. 5. The predicates for the requested relief are Bankruptcy Rule 2004 and Local

Bankruptcy Rule 2004-1.

FACTUAL AND PROCEDURAL BACKGROUND

6. On September 26, 2008 (the "Petition Date"), the Debtors filed petitions for relief

under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101-1532 (the "Bankruptcy Code"). WMI and WMI Investment are debtors in the jointly-administered Chapter 11 Cases

and are operating as debtors m possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 7. On March 24, 2009, JPMC filed the JPMC Adversary Proceeding concerning the

ownership of certain assets that JPMC alleges to have acquired from the Federal Deposit Insurance Corporation ("FDIC"). 8. On April 27, 2009, the Debtors commenced a separate adversary proceeding

against JPMC captioned Washington Mutual, Inc. et at. v. JPMorgan Chase Bank, N.A., Adv. No. 09-50934, seeking the turnover of over $4 billion in deposit liabilities that JPMC owes the Debtors but has refused to pay (the "Turnover Action"). 9. Pursuant to the June 24 Order, on July 2, 2009, Debtors served JPMC with the

Subpoena for Rule 2004 Examination requesting production of documents responsive to narrowed and tailored document requests limited to discovery into the potential business torts claims (the "Debtors' Rule 2004 Subpoena", Exhibit 4). responses and objections to Debtors' Rule 2004 Requests. 10. In August 2009, Debtors and JPMC held a series of meet and confer sessions On July 20, 2009, JPMC sent

concernmg Debtors' Rule 2004 Requests. JPMC agreed to begin producing documents responsive to Debtors' Rule 2004 Requests on a rolling basis beginning on August 26, 2009, and to make a good faith effort to complete its production of documents by September 25,2009. 11. On August 26, 2009, JPMC made its first production in response to Debtors' Rule

2004 Requests; JPMC made subsequent productions on September 8, 2009, and September 25, 2009 (the "JPMC Rule 2004 Discovery").

A.

THE AMERICAN NATIONAL ACTION AND JPMC RULE

2004 DISCOVERY

DEMONSTRATE THAT THE KNOWLEDGEABLE PARTIES LIKELY HAVE RELEVANT INFORMATION CONCERNING POTENTIAL VALUABLE ESTATE CLAIMS

12.

The Debtors' Rule 2004 Requests to JPMC sought information concerning a

number of serious and detailed allegations from the American National Complaint concerning JPMC misconduct prior to the OTS closure of WMB. Key aspects of this alleged misconduct include (i) entering into false negotiations with WMI under the guise of a good-faith bidder in 2008; (ii) gaining access to WMI's and its subsidiaries' confidential and proprietary information pursuant to a confidentiality agreement with WMI (the "Confidentiality Agreement"); (iii) disclosing confidential information, in violation of the Confidentiality Agreement, to government regulators, rating agencies, media, and investors in an effort to harm WMI by driving down WMI's credit rating and stock price, and (iv) misusing confidential information as part of a lobbying effort to convince federal regulators to seize and sell off Washington Mutual's assets at a fire-sale price that JPMC would be strategically positioned to take advantage of. The American

National Complaint and JPMC's Rule 2004 Discovery suggest that the Knowledgeable Parties
had dealings and communications with the Debtors and/or JPMC concerning Washington Mutual prior to (and after) the seizure and sale of WMB with respect to these topics, and therefore likely have information relevant to potential estate claims arising from JPMC's pre-seizure misconduct. (a) The Regulators 13. A recent investigative news report indicates that regulators may have "acted

precipitously in seizing a bank that could have survived, and in the process wiped out billions of dollars of wealth with widespread personal consequences." Kristen Grind, The Washington

Mutual Decision, Puget Sound Business Journal, Dec. 4. 2009, Exhibit 5. According to a senior
federal official, regulators '''pulled the trigger too soon'" and '''[s]omeone needs to take a serious look at this because [the bank was not] illiquid.'" ld.

14.

The OTS was Washington Mutual's primary regulator and was in communication

with WMI from December 2007 through September 2008 concerning regulatory issues. OTS was ultimately responsible for closing WMB and appointing the FDIC as receiver. The FDIC was in communication with WMI concerning regulatory issues and established the bid process for WMB. Washington Mutual was subject to OCC and Federal Reserve regulations, and

JPMC's Rule 2004 discovery indicates that JPMC was in communication with the OCC and Federal Reserve concerning JPMC's potential acquisition of Washington Mutual. The U.S.

Department of the Treasury was concerned with Washington Mutual's affairs, as reflected in a news report that JPMC CEO Jamie Dimon had communications in July 2008 with then-U.S. Treasury Secretary Henry Paulson regarding Washington Mutual. American National Complaint
~

45, Exhibit 3.

Furthermore, a September 19, 2008, JPMC slide presentation about the

potential acquisition of Washington Mutual notes that among the "Issues and considerations" is the "Impact of Paulson RTC-like structure." JPM_EXOOOI2957, Exhibit 6. The SEC also

served an oversight role over Debtors given Debtors' publicly traded equity and debt securities. In a September 18, 2008 emergency order, the SEC prohibited the short sale of the securities of WMI and certain other financial institutions, reasoning that "recent sudden declines in the prices of a wide range of securities . . . can give rise to questions about the underlying financial condition of an issuer, which in turn can create a crisis of confidence, without a fundamental underlying basis."

See Emergency Order Pursuant to Section 12(k)(2) of the Securities

Exchange Act of 1934 Taking Temporary Action to Respond to Market Developments, dated September 18,2008, Exhibit 7. 15. The American National Complaint alleges that as part of its scheme to acquire

Washington Mutual, JPMC "gathered non-public information" about Washington Mutual from

the OCC, OTS, FDIC, and the Federal Reserve. American National Complaint at
~.

40, Exhibit

Moreover, JPMC's Rule 2004 Discovery indicates that JPMC held meetings with Regulators

in 2008 concerning Washington Mutual and made presentations regarding Washington Mutual that included sensitive Washington Mutual information. Prior to JPMC submitting its March 31, 2008 bid to acquire WMI's business, JPMC discussed the potential acquisition with regulators and sought government assistance in a deal. See, e.g., JPM _ EX00000851, Exhibit 8 (JPMC "Project West timetable" noting a 3/28/08 meeting with regulators); JPM_EX00023598, Exhibit

2 (internal

March 30, 2008 JPMC e-mail chain proposing plan for government assistance and

noting "[i]t sounds to me like the government is really concerned as they should be about taking losses, so they should like this versus alternative"). After WMI rejected JPMC's March 2008 bid in favor of a $7.2 billion investment from private equity firms, JPMC continued to meet with regulators to discuss a potential acquisition of WaMu. An internal JPMC e-mail chain from July 17, 2008, states that "we may get more color tomorrow with the regulators" concerning WaMu and potential government assistance in a deal. JPM_EX00000322-23, Exhibit 10. Attached to the e-mail is a presentation disclosing information on "West's,,6 asset and mortgage portfolios and describing a "Regulatory Relief' option in which JPMC will "[a]sk Fed for relief on DTA [Deferred Tax Assets] or RWA [Risk Weighted Assets] related to the Option ARMs & Subprime portfolios" and notes that JPMC had already "discussed with Fed on prior occasions." JPM_EX00000324-339, Exhibit 11. These documents are consistent with allegations that JPMC "misused" its "insider" status and access to regulators to leak confidential WMI information and

In certain of its presentations to regulators, ratings agencies, and other third parties, JPMC refers to Washington Mutual as "West." It was likely apparent to all involved that the referenced entity was Washington Mutual.

"wrongfully influence government policy and actions," American National Complaint

~~

31-32,

43, giving rise to potential claims sounding in business tort and tortious interference. Exhibit 3. 16. Documents produced by JPMC and news reports also suggest that JPMC, through

its access to Regulators, had advance notice of the plans to seize WMB and may have used that knowledge to "obstruct Washington Mutual's efforts to sell itself in a fair bidding process." See

American National Complaint

~~

32, 98, Exhibit 3. For example, in a slide presentation dating

back to July 2008, JPMC refers to a potential transaction in which it "acquires West lead thrift subsidiary (WMB) from Receiver" and notes the assets and liabilities it would assume. JPM_EX00005836, Exhibit 12. In early September, three weeks before WMB was seized,

FDIC officials informed JPMC that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. J., Sept. 30,2008, at C7, Exhibit 13. This is consistent with an internal e-mail on September 11,2008 in which JPMC executives discussed the structure of a deal involving the FDIC in which JPMC would "acquire assets and liabilities of West's thrift subsidiaries but leave behind senior and unsecured debt with the FDIC ($15.2 bn)." JPM_EX00000319, Exhibit 14. On September 12 and 14, 2008, JPMC made presentations providing further detail on a transaction in which JPMC would acquire "West's thrift subsidiaries from Receiver." JPM_EX00000279, 4259, Exhibit 15. Moreover, in

September 19, 2008 presentations, JPMC indicates that it was "[ c]ontacted by FDIC about interest in West" and "[h]ad spoken to FDIC about Bank only in receivership with protection." JPM_EXOOOI2889, 12952, Exhibit 6. However, the FDIC did not open up the bid process for WMB until September 23, 2008.

See JPMC_EX00003647-48, Exhibit 16.

Discovery is

warranted to determine the extent to which JPMC and the Regulators worked together to craft a

deal for JPMC to acquire WMB at a fire-sale price and thereby interfered with WMI's efforts to find an acquirer for all or part of WMI' s business. 17. In the days leading up to JPMC's acquisition of WMB from the FDIC, Regulators

worked with JPMC to consummate a deal on terms acceptable to JPMC. For example, in a September 22, 2008 e-mail exchange between JPMC Senior Vice President and General Counsel Dan Cooney and FDIC Deputy Director James Wigand, Cooney indicated that WaMu was reluctant to provide JPMC certain financial data and the FDIC offered to try to obtain the information for JPMC. JPM_EX00000077-78, Exhibit 17. Additionally, documents made

available by the FDIC through the Freedom of Information Act ("FOIA"), indicate that per JPMC's request, the FDIC agreed to "modify the standard indemnification [in the Purchase & Assumption Agreement] to include a limited indemnity in favor of JPMorgan Chase in an amount not to exceed $500 million for any damages JPMorgan Chase may sustain as a result of litigation brought by WMI against JPMorgan Chase for violation of the agreement between WMI and JPMorgan Chase dated March 11, 2008." See 9/24/08 Memorandum from James Wigand and Herbert Held to FDIC Board of Directors, at 2; FDIC Board of Directors Resolution Approving P&A Transaction, at 2, 6-7, Exhibit 18. Moreover, the OCC coordinated with the

FDIC and JPMC on language to be included in the FDIC resolution approving the P&A Transaction in which the FDIC agreed to override certain state banking laws that would otherwise prohibit JPMC from acquiring WMB. JPM_EX00036075-76, Exhibit 19. 18. Together, the American National allegations and documents produced by JPMC

to date pursuant to Rule 2004 cement the belief that the Regulators are in possession of information that Debtors require to properly assess potential estate claims.

10

(b) The Rating Agencies

19. JPMC's Rule 2004 Discovery indicates that JPMC had several meetings and

communications with each of the Rating Agencies in April 2008 and September 2008 regarding Washington Mutual. The American National Complaint alleges that JPMC misused confidential Washington Mutual information to "drive down WMI's credit rating." Complaint
~

American National

98, Exhibit 3.

Debtors have cause to investigate further a potential claim that

JPMC leaked confidential WMI information to the Rating Agencies in violation of the Confidentiality Agreement. 20. JPMC made presentations to the Rating Agencies concerning Washington

Mutual's creditworthiness and sought feedback from the Rating Agencies concerning the potential acquisition of WMB. For example, an April 4, 2008 internal JPMC e-mail attaches a draft presentation to ratings agencies including information about "West's" mortgage portfolio. JPM_EX00005951-60, Exhibit 20. Additionally, on September 22,2008, before the FDIC was appointed receiver for WMB, JPMC scheduled meetings with the rating agencies "to tell them about the FDIC process and that we intend to be a bidder" for WMB and prepared materials for the rating agencies "concerning our credit due diligence [of WaMu] in March and again now." JPM_EX00000074-75, Exhibit 21. See also JPM_EX00004276-78, Exhibit 22 (internal JPMC e-mail chain regarding communications with rating agencies); JPM_EX00005173, Exhibit 23
(9/22/08 internal JPMC e-mail asking for "book ... used to discuss West wi the FDIC" so JPMC

can "leverage the page from that book that laid out West's loan portfolios, by product, on a managed basis for the rating agency meetings which are scheduled to begin tomorrow").

(c) WaMu Suitors

21. According to media reports and JPMC's Rule 2004 Discovery, the WaMu Suitors

had expressed interest in investing in, merging, or acquiring all or part of Washington Mutual's
11

business in 2008. JPMC's Rule 2004 Discovery suggests, as the American National Complaint alleges, that Debtors may have a claim against JPMC for tortious interference with business expectancy due to JPMC's alleged use of its insider status to "bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets" and thereby prevent Washington Mutual from reaching a (more favorable) deal with one of the WaMu Suitors.

American National Complaint ~ 32, Exhibit 3. Together, the American National Complaint and
JPMC's Rule 2004 Discovery further suggest that at the time JPMC was working with federal regulators on a plan in which it would acquire WMB out of receivership, JPMC was aware that several parties may have expressed interest in acquiring WMI's banking business through a bidding process being run by Goldman Sachs and Morgan Stanley on Washington Mutual's behalf. See id.
~

51, Exhibit 3 (noting that Washington Mutual hired Goldman Sachs on or

about September 12,2008 "to help find a buyer for Washington Mutual"); JPM_EXOOOI2889,
Exhibit 6 (in a September 19, 2008 presentation to ratings agencies, JPMC acknowledged that

WaMu had hired investment banks "to run [an] auction process" for the sale of WaMu, but indicated that it chose to "not participate in auction" because its "[a]pproach is to work directly with the FDIC"). 22. Moreover, JPMC's Rule 2004 Discovery suggests that JPMC may have leaked

confidential Washington Mutual information to the WaMu Suitors in an effort to reduce competition and drive them away from a deal with Washington Mutual. Illustrating JPMC's efforts to interfere with a potential sale of WaMu is the internal JPMC email from June 2008 reporting that when Banco Santander Chairman Botin indicated to JPMC CEO Dimon that Santander was interested in acquiring WaMu, Dimon told Botin that WaMu's "potential losses are higher than TPG is estimating." The e-mail further noted that "[i]t is important to have an

12

open dialogue with [Santander], as Santander would not pursue any ... of these opportunities if JPMorgan were to do the same." JPM_EX00004075, Exhibit 2. JPMC also took steps to gather information concerning other entities' interest in acquiring WaMu and gauge their likelihood of consummating a deal. See JPM_EX00003884, 3886, Exhibit 24 (6/17/08 slide presentation

listing and ranking potential WaMu buyers); JPM_EXOOOI3270, Exhibit 25 (9/23/08 e-mail noting that "TD still in West process. Any of you think they post?"); JPM_EXOOOI3271-77, Exhibit 26 (9/23/08 presentation concerning capital structures of Citigroup, Santander, Wells Fargo, and TD Bank, among others); JPM_EXOOOI3146, Exhibit 27 (internal 9/22/08 JPMC email forwarding article listing Wells Fargo and Banco Santander as among parties interested in acquiring WaMu). Discovery is warranted from the WaMu Suitors to determine the extent to which they were engaged in talks to acquire or invest in WaMu and actions that JPMC may have taken to interfere with a potential deal. (d) Banks 23. In 2007 and 2008, WMI retained Goldman Sachs, among other investment banks,

to raise capital and/or locate a potential merger partner or acquiror for all or part of WMI's business. 7 24. In connection with its bid for WMI's business in March 2008, JPMC entered into

the Confidentiality Agreement governing its access to Washington Mutual information and prohibiting the disclosure of confidential Washington Mutual information to third parties. American National Complaint ~ 54, Exhibit 3. 25. JPMC's Rule 2004 Discovery suggests that JPMC communicated regularly with

Goldman Sachs concerning access to and requests for Washington Mutual information. See, e.g.
7

The other investment banks agreed to proceed consensually in responding to Debtors' Rule 2004 requests, and therefore the other investment banks are not included in this motion.

13

JPM_EX00002818, 3034-36, Exhibit 28 (internal JPMC e-mails from March 2008 regarding need to contact Goldman Sachs with respect to requests for information about WaMu). Goldman Sachs therefore likely has information relevant to the allegations in the American National Complaint concerning JPMC entering into false negotiations with WMI under the guise of a good-faith bidder, gaining access to WMI's and its subsidiaries' confidential information, and the potential misuse of that information. 26. Further, in September 2008, as part of their efforts to locate a potential merger

partner or acquiror for all or part of WMI's business, Goldman Sachs communicated with JPMC and the WaMu suitors to gauge their interest in Washington Mutual.

See,

e.g.,

JPM EXOOO 12889, Exhibit 6 (slide presentation noting that Goldman Sachs was hired to run an auction process for WaMu). These communications are relevant to potential claims that JPMC tortiously interfered with WMI's efforts to raise capital or locate a buyer for its business and warrant discovery. 27. WMB was a member bank of FHLB-SF and WMBfsb was a member bank of

FHLB-Seattle. At various times during 2008, Washington Mutual made loan requests to FHLBSF and FHLB-Seattle. During the time period prior to the OTS seizure of WMB, it is Debtors' understanding that JPMC communicated with FHLB-SF and FHLB-Seattle regarding Washington Mutual and its loan requests. An internal JPMC e-mail from March 2008 illustrates JPMC was concerned with advances that Washington Mutual had received from FHLB. JPM_EXOOOI4957, Exhibit 29 ("West has roughly $40B FHLB advances maturing in 2008 and $18B in 2009 .... Not a deal killer but something to work out if this progresses."). Debtors

have cause to investigate a potential claim that JPMC leaked confidential WMI information to

14

FHLB-SF and FHLB-Seattle in an effort to prevent future loans to Washington Mutual, restrict Washington Mutual's liquidity and drive WMB into receivership. (e) JPMC Professionals 28. As part of its efforts to acquire Washington Mutual, JPMC retained the services of PwC provided accounting services to JPMC in conjunction with

the JPMC Professionals.

JPMC's interest in a transaction to acquire WMI's business. See JPM_EX00031573, Exhibit 30 (PwC listed as accountant on Project West Working Group List); see also JPM_EX0002799328020, Exhibit 31 (7/22/08 e-mail from PwC forwarding to JPMC a WaMu Credit Risk Management presentation). Additionally, on September 18, 2008, five days prior to the FDIC

instituting the bid process for WMB, PwC was discussing with JPMC the FDIC's procedures concerning failed banks and various structures of purchase and assumption transactions. JPM _ EX000031860-61, Exhibit 32. Lobbyist disclosure forms filed with the U.S. Congress indicate that in 2008, Equale, Hohlt, and Horne all lobbied the government on JPMC's behalf concerning financial regulatory issues. See Exhibit 33. 29. Discovery from the JPMC Professionals
IS

warranted concernmg JPMC's

disclosure of confidential Washington Mutual information, in violation of the Confidentiality Agreement, to government regulators, rating agencies, media, and investors in an effort to drive down WMI's credit rating and stock price, as well as JPMC's misuse of confidential information as part of a lobbying effort to convince federal regulators to seize and sell off Washington Mutual's assets at a fire-sale price. RELIEF REQUESTED 30. Pursuant to Bankruptcy Rule 2004 and Local Rule 2004-1, the Debtors seek

authorization to obtain the Requested Examination, including production of documents

15

responsive to the document requests, annexed hereto as Exhibit A to the attached order, and oral examination of witnesses most knowledgeable of the subjects described in the document requests, from the Knowledgeable Parties relating to the allegations in the American National Action and information provided in JPMC's Rule 2004 Discovery. To obtain this relief, the Debtors seek entry of an order substantially in the form annexed hereto (the "Proposed Order"), and also reserve the right to serve supplemental and additional document requests and seek additional oral examinations that relate to the foregoing.
REQUESTED EXAMINATION

31.

The Debtors need the Requested Examination to further unearth the facts and

assess the merits of potentially valuable causes of action against JPMC that would inure to the benefit of their estates. The Requested Examination will assist the Debtors in identifying

potential claims of the estates, which are significant and may impact the administration of the estates and formulation of a plan of reorganization. Accordingly, the Debtors must obtain such information in order to properly discharge their duties as debtors-in-possession. 32. The discovery sought herein is tailored to the allegations in the American

National Action and information gleaned from JPMC's Rule 2004 Discovery. Compliance with
the annexed document requests and oral examinations of individuals most knowledgeable about the subjects described in the document requests will not be unduly burdensome to the Knowledgeable Parties, and can be achieved without undue hardship in the time period requested. 33. To facilitate the necessary discovery, the Debtors request that the Court enter the

Proposed Order granting the Motion and requiring the Knowledgeable Parties to produce documents responsive to the requests annexed hereto as Exhibit A to the Proposed Order, and

16

make witnesses most knowledgeable about the subjects described in the document requests available for oral examination. The Debtors request that the Court order that such document production be made (or at least substantially completed) on or before the date that is thirty (30) days after entry of the Proposed Order. In addition, the Debtors request the right to provide the Knowledgeable Parties from whom discovery is sought by this Motion with thirty (30) days notice of the proposed oral examinations. BASIS FOR RELIEF 34. Bankruptcy Rule 2004(a) provides that "[o]n motion of any party in interest, the

court may order the examination of any entity." The purpose of a Rule 2004 examination "is to enable the trustee to discover the nature and extent of the bankruptcy estate." June 24 Opinion at 8 (citing In re Drexel Burnham Lambert Group, Inc., 123 B.R. 702, 708 (Bankr. S.D.N.Y.

1991)); see also In re Symington, 209 B.R. 678, 684 (Bankr. D. Md. 1997) (noting that
Bankruptcy Rule 2004 "assure[ s] the proper administration of bankruptcy estates") (citations omitted). Among the "[l]egtimate goals of Rule 2004 examinations" are '''determining whether wrongdoing has occurred,'" June 24 Opinion, Exhibit 1, at 8 (quoting In re Enron Corp., 281 B.R. 836, 840 (Bankr. S.D.N.Y. 2002)), and exposing any fraudulent conduct. Symington, 209 B.R. at 683-84 (explaining that a "'sweeping general examination' ... to recover assets and uncover fraudulent conduct is a traditional feature of bankruptcy jurisprudence ... "and that among the "obvious purposes" of a Rule 2004 examination is "the exposure of fraudulent conduct") (citing 5 Remington on Bankruptcy 1979 (1953 ed.); In re Foerst, 93 F. 190 (S.D.N. Y.1899)). 35. Rule 2004 grants debtors "broad rights of examination of a third-party's records."

Snyder v. Society Bank, 181 B.R. 40,41 (S.D.Tex. 1994) (citing Cameron v. United States, 231

17

u.s. 710,716 (1914)); see also In re Cousins Barricades &

Metal Prods, Inc., No. Civ. A. 99-

2035, 2000 WL 245860, *3 (E.D.La. Mar 2, 2000). Emphasizing the broad purpose of Rule 2004, courts permit the examination of any third party that has "knowledge of the debtor's affairs," In re Ecam Publ'ns, 131 B.R. 556, 559 (Bankr. S.D.N.Y. 1991), or who can be shown to have had dealings with the debtor, In re Ionosphere Clubs, Inc., 156 B.R. 414, 432 (S.D.N.Y.
1993), aff'd, 17 F.3d 600 (2d Cir. 1994). See Bankruptcy Rule 2004(b) (noting that Rule 2004

examination may concern "any matter which may affect the administration of the debtor's estate"). Accordingly, because the Knowledgeable Parties had dealings with the Debtors or have information relevant to potential valuable estate claims based on JPMC's alleged wrongdoings, they are subject to examination under Bankruptcy Rule 2004. 36. Rule 2004 discovery is appropriate here because the Requested Examination to

investigate potential business tort claims against JPMC is unrelated to any of the pending proceedings between WMI and JPMC. See June 24 Opinion, Exhibit 1, at 14. Furthermore, the Knowledgeable Parties are not a party to those proceedings. As the Court held in the June 24 Opinion, "'even after the trustee has commenced adversary proceeding(s), the trustee may conduct Rule 2004 examinations of entities who are not parties to or are not affected by the pending adversary proceedings.'" Id. at 11 (quoting In re Buick, 174 B.R. 299, 305 (D. Colo. 1994)). 37. As with Debtors' Rule 2004 Requests to JPMC, each of the proposed document

requests properly seeks documents relating to Debtors' "acts, conduct, or property," or their "liabilities and financial condition", and/or "any other matter which may affect the administration" of their estates. Fed. R. Bankr. P. 2004. Consequently, the Requested

18

Examination sought by the Debtors is clearly within the scope of a Bankruptcy Rule 2004 examination.
CERTIFICATION OF COMPLIANCE WITH LOCAL RULE 2004-1

38.

Counsel for the Debtors have discussed with each of the Knowledgeable Parties

and/or their counsel whether each of the Knowledgeable Parties would agree to voluntarily produce documents and make witnesses available consistent with this Motion. As of the time of filing this Motion, Debtors and each of the Knowledgeable Parties have not been able to arrange for a mutually agreeable date, time, place and scope of an examination or production. In order to prevent unnecessary delay arising from disputes concerning, among other things, the entitlement to the information requested and claims of confidentiality, the Debtors seek to put this Motion on for a hearing and thereby ensure a fair and expeditious resolution hereof. Prior to the hearing on this Motion, the Debtors will continue discussing the relief sought herein and attempt to resolve any legitimate objections raised by any of the Knowledgeable Parties. 39. Accordingly, the Debtors seek the authority of this Court to conduct an

examination under Bankruptcy Rule 2004 and Local Rule 2004-1 that includes the production by the Knowledgeable Parties of all documents responsive to the requests annexed hereto as
Exhibit A to the Proposed Order, as well as related oral examinations of witnesses most

knowledgeable about the subjects described in the document requests. 40. No previous request for the relief sought herein has been made to this Court or

any other court.

19

WHEREFORE the Debtors respectfully request that the Court grant the relief requested herein and such other and further relief as it deems just and proper.

Dated: December 14, 2009 Wilmington, Delaware

Email: Email: -andQUINN EMANUEL URQUHART OLIVER & HEDGES, LLP Peter E. Calamari Michael B. Carlinsky Susheel Kirpalani David Elsberg 51 Madison Avenue New York, New York 10010 Telephone: (212) 849-7000 Facsimile: (212) 849-7100 Email: petercalamari@quinnemanuel.com Email: michaelcarlinsky@quinnemanuel.com Email: susheelkirpalani@quinnemanuel.com Email: davidelsberg@quinnemanuel.com Erica P. Taggart 865 S. Figueroa Street, 10th Floor Los Angeles, California 90017 Telephone: (213) 443-3000 Facsimile: (2l3) 443-3100 Email: ericataggart@quinnemanuel.com

Special Litigation and Conflicts Co-Counsel to Washington Mutual, Inc. and WMI Investment Corp.

20

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

---------------------------------------------------------- x

Chapter 11 In re Case No. 08-12229 (MFW) WASHINGTON MUTUAL, INC., et al., 1 Jointly Administered Debtors.
Hearing Date: January 4, 2010 at 3:00 pm Obj. Deadline: December 22, 2009 at 4:00 pm

---------------------------------------------------------- x
NOTICE OF DEBTORS' MOTION FOR AN ORDER PURSUANT TO BANKRUPTCY RULE 2004 AND LOCAL BANKRUPTCY RULE 2004-1 DIRECTING THE EXAMINATION OF WITNESSES AND PRODUCTION OF DOCUMENTS FROM KNOWLEDGEABLE PARTIES TO: (I) the Office of the United States Trustee for the District of Delaware; (II) counsel for the Official Committee of Unsecured Creditors; (III) The Federal Deposit Insurance Corporation, in its capacity as receiver for WMB and in its corporate capacity; (IV) the Office of Thrift Supervision; (V) the Office of the Comptroller of the Currency; (VI) the Board of Governors of the Federal Reserve System; (VII) the U.S. Department of the Treasury; (VIII) the U.S. Securities and Exchange Commission; (IX) former U.S. Treasury Secretary Henry M. Paulson, Jr.; (X) Moody's Investors Service; (XI) Standard and Poor's Corporation; (XII) Banco Santander, S.A.; (XIII) Toronto-Dominion Bank; (XIV) TD Bank, N.A.; (XV) Wells Fargo, N.A.; (XVI) Federal Home Loan Bank-San Francisco; (XVII) Federal Home Loan Bank-Seattle; (XVIII) The Goldman Sachs Group, Inc.; (XIX) PricewaterhouseCoopers; (XX) Equale & Associates; (XXI) Richard F. Holt; (XXII) David Home, LLC; (XXIII) counsel for JPMorgan Chase Bank, N.A.; (XXIV) counsel for WMB Bank Bondholders; and (XXV) all parties required to receive service under Rule 2002-1 (b) of the Local Rules. PLEASE TAKE NOTICE that Washington Mutual, Inc. and WMI Investment Corp. have filed this Motion for an Order Pursuant to Bankruptcy Rule 2004 and Local Bankruptcy Rule 2004-1 Directing the Examination of Witnesses and Production of Documents from Knowledgeable Parties (the "Motion"). PLEASE TAKE FURTHER NOTICE that any responses or objections to the relief requested in the Motion must be filed on or before December 22, 2009 at 4:00 p.m. (prevailing Eastern Time) with the United States Bankruptcy Court for the District of Delaware (the

The Debtors in these chapter 11 cases (the "Chapter 11 Cases") and the last four digits of each Debtor's federal tax identification numbers are: (i) Washington Mutual, Inc. (3725) and (ii) WMI Investment Corp. (5395).

"Bankruptcy Court"), 824 Market Street, Wilmington, Delaware 19801. At the same time, you must also serve a copy of any responses or objection upon the undersigned attorneys. PLEASE TAKE FURTHER NOTICE that a hearing on the Motion, if necessary, shall be held before the Honorable Mary F. Walrath on January 4, 2010 at 3:00 p.m. (prevailing Eastern Time) at the Bankruptcy Court, 824 Market Street, 5th Floor, Courtroom 4, Wilmington, Delaware 19801. PLEASE TAKE FURTHER NOTICE THAT IF NO RESPONSES OR OBJECTIONS ARE TIMELY FILED AND RECEIVED IN ACCORDANCE WITH THE ABOVE PROCEDURES, AN ORDER MAYBE ENTERED GRANTING THE MOTION WITHOUT FURTHER NOTICE OR A HEARING.

Dated: December 14, 2009 Wilmington, Delaware

Zahralddin- avena (DE Bar No. 4166) eil R. Lapinski (DE Bar No. 3645) Shelley A. Kinsella (DE Bar No. 4023) 1105 North Market Street, Suite 1700 Wilmington, Delaware 19801 Telephone: (302) 384-9400 Facsimile: (302) 384-9399 Email: rxza@elliottgreenleaf.com Email: nrl@elliottgreenleaf.com Email: sak@elliottgreenleaf.com -andQUINN EMANUEL URQUHART OLIVER & HEDGES, LLP Peter E. Calamari Michael B. Carlinsky Susheel Kirpalani David Elsberg 51 Madison Avenue New York, New York 10010 Telephone: (212) 849-7000 Facsimile: (212) 849-7100 Email: petercalamari@quinnemanuel.com Email: michaelcarlinsky@quinnemanuel.com Email: susheelkirpalani@quinnemanuel.com Email: davidelsberg@quinnemanuel.com

IUftn~'X.

Erica P. Taggart 865 S. Figueroa Street, 10th Floor Los Angeles, California 90017 Telephone: (213) 443-3000 Facsimile: (213) 443-3100 Email: ericataggart@quinnemanuel.com Special Litigation and Conflicts Co-Counsel to Washington Mutual, Inc. and WMI Investment Corp.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

---------------------------------------------------------In re

)(

Chapter 11 Case No. 08-12229 (MFW) WASHINGTON MUTUAL, INC., et al., I Jointly Administered Debtors.
Re: Docket No. _ __

----------------------------------------------------------

)(

ORDER PURSUANT TO BANKRUPTCY RULE 2004 AND LOCAL BANKRUPTCY RULE 2004-1 DIRECTING THE EXAMINATION OF WITNESSES AND PRODUCTION OF DOCUMENTS FROM KNOWLEDGEABLE PARTIES Upon the motion (the "Motion") of Washington Mutual, Inc. ("WMI") and WMI Investment Corp. ("WMI Investment") as debtors and debtors in possession (together, the "Debtors"), pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Local Rule 2004-1 of the United States Bankruptcy Court for the District of Delaware for the entry of an order directing the production of documents and e)(amination of witnesses most knowledgeable about the subjects in the requested documents (the "Requested E)(amination") from regulatory entities, rating agencies, former WaMu suitors, banks, and professionals in connection with Debtors' investigation of certain pre-petition conduct that may unearth estate claims (the "Knowledgeable Parties,,);2 and this matter being a

The Debtors in these chapter 11 cases (the "Chapter 11 Cases") and the last four digits of each Debtor's federal ta)( identification numbers are: (i) Washington Mutual, Inc. (3725) and (ii) WMI Investment Corp. (5395). Debtors seek the Rule 2004 e)(amination of the following Knowledgeable Parties: The Federal Deposit Insurance Corporation, in its capacity as receiver for WMB and in its corporate capacity, ("FDIC"), the Office of Thrift Supervision ("OTS"), the Office of the Comptroller of the Currency ("OCC"), the Board of Governors of the Federal Reserve System ("Federal Reserve"), the U.S. Department of the Treasury ("Treasury Department"), the U.S. Securities and E)(change Commission ("SEC"), and former U.S. Treasury Secretary Henry M. Paulson, Jr
2

core proceeding pursuant to 28 U.S.C. 157(b)(2)(B); and upon consideration of the Motion; and due and proper notice of the Motion having been given, it is hereby ORDERED that the Motion is granted in its entirety; and it is ORDERED that Debtors are hereby authorized to issue subpoenas or other process to compel the production of documents from each of the Knowledgeable Parties; and it is ORDERED that Debtors are hereby authorized to issue subpoenas or other process to compel from each of the Knowledgeable Parties the attendance at oral examinations of witnesses who are most knowledgeable about the subjects described in the document requests; and it is ORDERED that all Knowledgeable Parties are directed to produce documents on or before the date that is thirty (30) days after entry of this Order responsive to the discovery requests, at the locations set forth in the subpoena forms attached hereto as Exhibit A, subject to any documents withheld under a claim of privilege; and it is ORDERED that the Knowledgeable Parties are directed to provide counsel for the Debtors with a privilege log in accordance with Rule 7026 of the Federal Rules of Bankruptcy within forty-five (45) days after entry of this Order; and it is ORDERED that witnesses from each of the Knowledgeable Parties who are most knowledgeable about the subjects described in the document requests, submit to oral

("Paulson") (collectively, the "Regulators"); Moody's Investors Service ("Moody's"), and Standard and Poor's Corporation ("S&P") (collectively, the "Rating Agencies"); Banco Santander, S.A. ("Banco Santander"), Toronto-Dominion Bank ("Toronto-Dominion"), TD Bank, N.A. ("TD Bank"), and Wells Fargo, N.A. ("Wells Fargo") (collectively, the "WaMu Suitors"); Federal Home Loan Bank-San Francisco ("FHLB-SF"); Federal Home Loan BankSeattle ("FHLB-Seattle"); The Goldman Sachs Group, Inc. ("Goldman Sachs") (collectively, the "Banks"); PricewaterhouseCoopers ("PwC"), Equale & Associates ("Equale"), Richard F. Holt ("Holt"), David Home, LLC ("Home") (collectively, the "JPMC Professionals").

examinations upon reasonable notice, and in no event less than (30) days from the date of issuance of a subpoena issued to the Knowledgeable Party; and it is ORDERED that the Debtors may video-tape any oral examinations of the Knowledgeable Parties; and it is ORDERED that the Court shall retain jurisdiction with respect to any matters, claims, rights or disputes arising from or related to the implementation of this Order; and it is further ORDERED that this Order is without prejudice to the rights of the Debtors to apply for further discovery of the Knowledgeable Parties, or of any other entity or individual.

Dated: December _ _ , 2009 Wilmington, Delaware The Honorable Mary F. Walrath United States Bankruptcy Judge

Exhibit A

B254 (Form 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

----------------------------------~~~

for the

District of

~~~~~----------------------------------

Columbia

In re: Washington Mutual, Inc., et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No. * 08-12229 (MFW) Chapter Chapter I I
u.S Bankruptcy Court for the District of Delaware

To: Mr. George W. Madison, General Counsel U.S. Department of the Treasury Office of General Counsel 1500 Pennsylvania Ave, N.W. Washington, DC 20220

D YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

[Xl YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):

Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Weil, Gotshal & Manges, LLP 1300 Eye Street, N.W., Suite 900 Washington, D.C. 20005

DA TE AND TIME

,2010500 P m

ISSUING OFFICER SIGNATURE AND TITLE

DATE

ISSUING OFFICER'S NAME. ADDRESS, AND PHONE NUMBER

Neil R. Lapinski, Esq. Elliott Greenleaf

1105 North Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SER VER

ADDRESS OF SER VER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (e), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure
(c) Protecting a Person Subject to a Subpoena. (I) Avoiding Undue Burden or Expense; Sanctions A party or aomey responsible for issuing and serving a subpoena must take reasonable steps to avoid Imposing undue burden or expense. on a person subject to the s~bpoena. The issuing court must enforce this duty and Impose an appropnate sanction - which may mclude lost earnmgs and reasonable attorney's fees - on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection (A) Appearance Not Required. A person commanded to produce documents, electronically stored infonnation. or tangible things, or to permit the inspection of premises, need not appear in person at the place of production or inspection unless also commanded to appear for a deposition. hearing, or trial. (8) Objections. A person commanded to produce documents or tangible things or to pennit inspection may serve on the party or attorney designated in the subpoena a .written objection to IIlspecting, copying, test~ng or sampling any o.r all of the materials or to IIlspecting the premises - or to producing electronically stored infonnatlon in the fonn or fonns requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. If an objection is made, the following rules apply(i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's otlicer ITom significant expense resulting ITom compliance (3) Quashing or Moditying a Subpoena (A) When Required. On timely mOtion, the Issuing court must quash or modd)1 a subpoena that: (i) fails to allow a reasonable time to comply; (Ii) requires a person who IS neither a party nor a party's otlicer to travel more than 100 miles ITom where that person resides, IS employed, or regularly transacts business in person --- except that, subject to Rule 45(c)(3)(B)(lil), the person may be commanded to attend a trial by travelmg from any such place withm the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, ifno exception or waiver applies; or (iv) subjects a person to undue burden (8) When Pennitted To protect a person subJect to or afTected by a subpoena, the issuing court may, on motion, quash or modify the subpoena if It reqUires: (i) disclosing a trade secret or other confidential research, development, or commercial information, (il) disclosing an unretained expert's oplllion or infonnation that does not descnbe specific occurrences III dispute and results ITom the expert's study that was not requested by a party, or (Iii) a person who IS neither a party nor a party's otlicer to incur substantial expense to travel more than 100 miles to attend trial (e) Specifying Conditions as an Alternative In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modifying a subpoena, order appearance or productIOn under speCified conditions If the serving party (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated (d) Duties in Responding to a Subpoena (I) Producing Documents or Electronically Stored Infonnation. These procedures apply to producing documents or eit:ctronically stored infonnation (A) Documents. A person responding to a subpol!na to produce documents must produce them as they are kept i~ the ordinary course of business or must organize and label them to correspond to the categones m the demand. (B) Fonn for Producing Electronically Stored Infonnation Not SpeCified Ifa subpoena does not specify a form for producin!? elec!ronically store~ mfonnatlOl1, the person responding must produce it in a form or forms m which it is ordmanly maintamed or III a reasonably usable fonn or fonns. (C) Electronically Stored Information Produced in Only One Fonn. The person responding need not produce the same electronically stored infonnation in more than one tonn (D) Inaccessible Electronically Stored lnfonnation The person responding ~eed not provide discovery of electrolllcally stored mfonnation from sources th~t the person Identifies as not reasonably accessible because of undue burden or cost. On motIOn to compel discovery or for a protective order, the person responding must show that the intonnation IS not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows.good cause, considering the limitations of Rule 26(b)(2)(C). The court may speclty condItions for the discovery. (2) Claiming Privilege or Protection (A) Infonnation Withheld. A person withholding subpoenaed infonnatlOn under a claim that it is privile~ed or subject to protection as tnal-preparation material must (I) expressly make the claim; and (Ii) describe the nature of the Withheld documents, commulllcations, or tangible things. In a manner that, "".'ithout revealing infonnation itself privileged or protected, will enable the parties to assess the clann. (8) I.nfonnatlon Produc~d. Ifinfonnation p~oduced in response to a subpol!na is subject to a claim ofpnvilege or of protectIOn as trlal~preparatlon matenal, the p~rson makmg the claim may notify any party that received the infonnatlOn of the claim and the baSIS for It Aner being n<;!tified, a party must promptly return, sequester, or dl!stroy the ~pecified IIlfOnnatlO11 and any copies it has: must not use or disclose the mfonnatlOn until the clalTn IS resolved: must take reasonable steps to retrieve the information if the party disclosed it before bt!mg notliil!d, and may promptly present the IIlformation to the court under seal for a detenninatlon of the \.:Iall11 The person who produced the information must preserve the information until the claim IS resolvl!d (eJ Contempt The issuing court may hold in contempt a person who, having been served, fails Without adequate excuse to obl!Y the subpol!na. A nonparty's failure to obey must be excused ~f the subpoena purports to require the nonparty to attend or produce at a place outside the IUnlts of Rule 45(c)(3)(A)(iiJ

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935 61559/3138081.1

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "DC Action" refers to Washington Mutual, Inc. and WMIInvestment Corp. v.

Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.).

13. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts,

03935.61559/3138081 1

returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 14. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 15. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. 19. 20. "Governmental Unit" has the meaning set forth at 11 U.S.c. 101(27). "Including" means including but not limited to the referenced subject. "lPMC" means lPMorgan Chase Bank, National Association and lPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

0393561559/3138081.1

21.

"JPMC Adversary Proceeding" refers to iP Morgan Chase Bank, National

Association v. Washington Mutual, Inc., et at., Adversary Proceeding No. 09-50551 (Bankr. D.
Del.). 22. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 27. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3138081 1

28.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 29. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 30. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "TD Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 33. "Texas Action" refers to American Nat'l Ins. Co., et al., v. jPMorgan Chase &

Co., et aI., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States
District Court for the District of Columbia. 34. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 35. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion

03935.61559/3138081 1

thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 36. "Turnover Proceeding" means WMI and WMI Investment Corp. v. iP MC, No. 09-

50934 (Bankr. D. Del.). 37. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 38. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 39. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 40. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 41. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3138081 1

42.

"WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "You" means or refers to the U.S. Department of the Treasury, individually or

collectively, to whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 44. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope.
INSTRUCTIONS

Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced. 2. You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control ifit is in your physical custody, or ifit is in the physical custody of any other person and you: (1) own such document in whole or in part; (2)

03935.61559/3138081.1

have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author(s) or preparer(s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) (6) The request to which the document relates; The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed; (7) (8) The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged; 6. If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying

03935.61559/3138081 I

the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including: (1) a description of the document, including the date, a summary of its contents and the identity of its author and the person(s) to whom is was sent or shown; (2) (3) the last known custodian; whether the document is missing or lost or was destroyed or discarded; (4) (5) (6) (7) the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and (8) 9. the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall

03935.61559/3138081 I

also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1,2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/3138081 1

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that the U.S. Department of the Treasury produce the following documents in its possession, custody or control: 1. All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning communications with or among JPMC, the FDIC, the

media, ratings agencies, investors, and/or any third party concerning Washington Mutual. 3. All documents concerning any meetings and/or communications between

Washington Mutual and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, including (a) any meetings between OTS and WMI on or about April 5, 2008, (b) any meetings between Washington Mutual, OTS, and the FDIC on or about July 31,2008, and/or (c) any communications with or among U.S. Treasury Secretary Hank Paulson and WMI Chairman and CEO Kerry Killinger and/or JPMC President and CEO Jamie Dimon regarding Washington Mutual. 4. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and SEC, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7, 2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by

03935.61559/3138081 1

OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 5. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC. 6. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition or investment by any entity of any stake in Washington Mutual, including any communications with or among Banco Santander, Bankers Trust, Blackstone, Carlyle, Cerberus, Citigroup, JPMC, Oak Hill, TPG, TO Bank, and/or Wells Fargo and their affiliates; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17, 2007); (c) any actual, potential, or contemplated bids for Washington Mutual and/or the bidding process for Washington Mutual; (d) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of 2008; (e) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (f) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf. 7. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, concerning Washington Mutual including (a) any meetings on or

03935.61559/31380811

about March 28, 2008, (b) any meetings between JPMC and the U.S. Department of the Treasury in April 2008, and/or (c) any meetings on or about July 18,2008. 8. All documents concerning JPMC's trading activity in Washington Mutual stock,

including any actual, potential, or contemplated decision by JPMC to short Washington Mutual stock in the three months prior to the OTS seizure of WMB. 9. All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 10. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 11. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 12. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase

0393561559/3138081 1

Washington Mutual, including but not limited to (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement between JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, Federal Reserve, SEC and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 13. All documents concerning the potential for WMB to be seized by OTS and the

decision to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. J., Sept. 30,2008, at C7. 14. All documents concerning the bid process established by the FDIC for the

purchase of WMB, including but not limited to (a) all documents concerning any communication with or among JPMC, any Government Unit and/or any third party about the bid process and (b) all documents concerning bids or indications of interest received by the FDIC, including copies of bids or indications of interest from JPMC and Citigroup. 15. All documents concerning the following statement, in form or in substance, from

Citigroup to the FDIC: "We recognize that our approach does not conform to the bidding instructions for Washington Mutual. We believe, however, that our suggested approach will in fact provide greater systemic ability and lower losses than would any conforming bid. . .. [W]e

03935.61559/3138081 1

would expect that, consistent with the FDIC's statutory obligation under the 'least-cost' test, this construct would be offered to all potential bidders in a new round of bidding." See Citigroup Bid Letter to FDIC, at 4. 16. All documents concerning the FDIC's consideration of and decision to "modify

the standard indemnification to include a limited indemnity in favor of JPMorgan Chase in an amount not to exceed $500 million for any damages JPMorgan Chase may sustain as a result of litigation brought by WMI against JPMorgan Chase for violation of the agreement between WMI and JPMorgan Chase dated March 11,2008," including all documents concerning JPMC's request for such an indemnification provision. See 9/24/08 Memorandum from James Wigand and Herbert Held to FDIC Board of Directors and FDIC Board of Directors Resolution Approving P&A Transaction. 17. All documents concerning any OCC indication to OTS, FDIC, and/or JPMC that

"as the federal regulator of JPMorgan Chase ... it will provide its approval of the transfer of assets and liabilities [ofWMB to JPMC] on September 25,2008." See FDIC Board of Directors Resolution Board of Directors Approving JPMC's Bid for WMB, at 4. 18. All documents concerning OTS's determination that "WMB met the well-

capitalized standards through the date of receivership." See OTS Fact Sheet, Sept. 25, 2008. 19. All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008.

03935.61559/3138081 1

B254 (Form 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

----------------------------------~~~

for the District of

~~~~~----------------------------------

Columbia

In re: Washington Mutual, Inc,. et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No. * 08-12229 (MFW) US Bankruptcy Court for the District of Delaware Chapter Chapter 11

To: Mr. David M. Becker, General Counsel U.S. Securities and Exchange Commission Office of the General Counsel 100 F Street, NE Washington, D.C. 20549

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

5a YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):
Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Weil, Gotshal & Manges, LLP 1300 Eye Street, NW, Suite 900 Washington, D.C. 20005

DATE AND TIME

.2010500pm

ISSUING OFFICER SIGNATURE AND TITLE

DATE

ISSUING OFFICER'S NAME. ADDRESS, AND PHONE NUMBER

Neil R. Lapinski. Esq Elliott Greenleaf

1105 North Market Street, Suite 1700 Wilmmgton, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number.

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SER VER

ADDRESS OF SER VER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (e), (d), and (e), as amended on December 1,2007, made appiJcable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure
(c) Protectmg a Person Subject to a Subpoena. (I) Avoiding Undue Burden or Expense; SanctIOns. A party or attorney responsible for Issuing and serving a su~poena must take reasona~le s,teps to avoid Imposing u,:duc burden or expense on a person subject to the subpoena, The Issumg court must entorce this duty and Impose an appropriate sanction - which may Include lost earnmgs and reasonable attorney's fees ~ on a party or attorney who falls to comply (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored infonnation, or tangible things, or to permit the inspection of premises, need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, heanng, or trial (8) Objections. A person commanded to produce documents or tangible things or to pennit 1I1spection may serve on the party or attorney deSignated in the su~poena a .written objection to mspectmg. copying, testmg or sampling any or all of the matenals or to mspectmg the premises - or to producing electronically stored mfonnation in the fonn or fonns requested. The objection must be served before. the. earlier of the time specified for compliance or 14 days after the subpoena is served. I f an objectIOn IS made, the following rules apply: (I) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or mspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance. (3) Quashin~ or ModifYing a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modifY a subpoena that (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides, IS employed, or regularly transacts business in person ~ ~~ except that. subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by travelmg from any such place withm the state where the trial is held; (Iii) requires disclosure of privileged or other protected matter, ifno exception or waiver applies; or (IV) subjects a person to undue burden. (B) When rennitted. To protect a person subject toor affected by a subpoena, the Issumg court may, on motion. quash or modity the subpoena if It reqUires (i) disclosing a trade secret or other confidential research, development, or commerCial information. (il) disclosing an unretained expert's opinion or infonnation that does not describe speCific occulTences in dispute and results from the expert's study that was not requested by a party. or (iii) a person who IS neither a party nor a party's otlicer to incur substantial expense to travel more than lOO miles to attend trial (C) Specitying Conditions as an Alternative. In the circumstances described 111 Rule 45(c)(3)(B), the court may, instead of quashing or modifying a subpoena, order appearance or production under specified conditions if the serving party (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship, and (ii) ensures that the subpoenaed person will be reasonably compensated (d) Duties in Responding to a Subpoena. (I) Producing Documents or Electtonically Stored Infonnation These procedures apply to producing documents or electronically stored infonnation (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to cOlTespond to the categones in the demand. (B) Form for ProdUCing Electronically Stored Infonnation Not SpeCified If a subpoena does not specify. a. form for produclll~ electronl(.:~lIy s~orcd infonnat.lOn. the person responding must produce It III a form or forms III which It IS ordmarily mamtamed or in a reasonably usable fonn or fonns (C) ElectrOnically Stored InformatIOn Produced in Only One Fonn The person responding need not produce the same electronically stored infonnation m more than one 10rm (D) Inaccessible Eleytronically S.lored Infonnation. The person respondmg need .not provide discovery of electrolllcally stored mfonnation from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the infonnation is not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C) The court may speCify conditions for the discovery. (2) Claiming Privilege or Protection. (A) Infonnation Withheld. A person withholding subpoenaed infonnation under a claim that it is privile~ed or subject to protection as trial-preparation material must (i) expressly make the claim; and (ii) describe the nature of the withheld documents, communH.:allons, or tangible things in a manner that, without revealing infonnation itself privileged or protected, will enable the parties to assess the claim. (8) Infonnation Produced. Ifinfonnation produced in response to a subpoena IS subject to a claim ofpnvilege or of protection as trial-preparation matenal, the person making the claim may notifY any party that received the infonnatlOn of the claim and the basis for It After being notified. a party must promptly return, s~quester,. or destroy the speCified infonnation and any copies it has; must not use or disclose the mfonnatlOn until the clalln is resolved; must take reasonable steps to retrieve the information If the party disclosed 11 befor~ being notified; and may promptly present the mformation to the court under seal for a detenmnatlOn of the claim The person who produced the information must preserve the mformatlOn until the cial1n is resolvcd (e) Contempt. The Issuing court may hold in contempt a per.son who, havll1g been served, fails without adequate excuse to obey the subpoena A nonparty's failure to obey must be excused if the subpocna purports to reqUire the nonparty to attend or produce at a place outSide the Ilinits of Rule 45(c)(3)(A)(ii)

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935.61559/3107060.9

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "DC Action" refers to Washington Mutual, Inc. and WMI Investment Corp. v.

Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.). 13. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts,

03935.61559/3107060.9

returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 14. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 15. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. 19. 20. "Governmental Unit" has the meaning set forth at 11 U.S.C. 101(27). "Including" means including but not limited to the referenced subject. "JPMC" means JPMorgan Chase Bank, National Association and JPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/31070609

21.

"JPMC Adversary Proceeding" refers to JP Morgan Chase Bank, National

Association v. Washington Mutual, Inc., et at., Adversary Proceeding No. 09-50551 (Bankr. D.
Del.). 22. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 27. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/31070609

28.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 29. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 30. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "TD Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 33. "Texas Action" refers to American Nat'/Ins. Co., et aI., v. jPMorgan Chase &

Co., et aI., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States District Court for the District of Columbia. 34. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 35. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion

03935.61559/3107060.9

thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 36. "Turnover Proceeding" means WMI and WMI Investment Corp. v. JP MC, No. 09-

50934 (Bankr. D. Del.). 37. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 38. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 39. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 40. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 41. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3107060.9

42.

"WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "You" or "Your" means or refers to the U.S. Securities and Exchange

Commission, individually or collectively, to whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 44. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope.

INSTRUCTIONS
Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced. 2. You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (l) own such document in whole or in part; (2)

03935.61559/3107060.9

have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author(s) or preparer(s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) (6) The request to which the document relates; The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed;
(7)

The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

(8)

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying

03935.6\559/3\ 07060.9

the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including:
(1)

a description of the document, including the date, a summary of its contents and the identity of its author and the person(s) to whom is was sent or shown;

(2) (3)

the last known custodian; whether the document is missing or lost or was destroyed or discarded;

(4) (5) (6) (7)

the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall

03935.61559/3107060.9

also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1, 2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

0393561559/3107060.9

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that the SEC produce the following documents in its possession, custody or control: 1. All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning communications with or among JPMC, the FDIC, the

media, ratings agencies, investors, and/or any third party concerning Washington Mutual. 3. All documents concerning any meetings and/or communications between

Washington Mutual and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, including (a) any meetings between OTS and WMI on or about April 5,2008, (b) any meetings between Washington Mutual, OTS, and the FDIC on or about July 31,2008, and/or (c) any communications with or among U.S. Treasury Secretary Hank Paulson and WMI Chairman and CEO Kerry Killinger and/or JPMC President and CEO Jamie Dimon regarding Washington Mutual. 4. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and SEC, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7,2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by

03935.6\ 559/3\ 070609

OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 5. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC. 6. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition or investment by any entity of any stake in Washington Mutual, including any communications with or among Banco Santander, Bankers Trust, Blackstone, Carlyle, Cerberus, Citigroup, JPMC, Oak Hill, TPG, TO Bank, and/or Wells Fargo and their affiliates; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17, 2007); (c) any actual, potential, or contemplated bids for Washington Mutual and/or the bidding process for Washington Mutual; (d) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of 2008; (e) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (f) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf. 7. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, concerning Washington Mutual including (a) any meetings on or

03935.61559/3107060.9

about March 28, 2008, (b) any meetings between JPMC and the

u.s. Department of the Treasury

in April 2008, and/or (c) any meetings on or about July 18, 2008. 8. All documents concerning Your consideration of and decision with respect to

whether or not to prohibit the short sale of Washington Mutual securities, including Your decision with respect to whether or not to include Washington Mutual among the list of entities in any emergency order issued pursuant to Section 12(k) of the Exchange Act. 9. All documents concerning JPMC's trading activity in Washington Mutual stock,

including any actual, potential, or contemplated decision by JPMC to short Washington Mutual stock in the three months prior to the OTS seizure of WMB. 10. All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 11. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 12. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited

03935.61559/31070609

to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 13. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase Washington Mutual, including but not limited to (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement between JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, Federal Reserve, SEC and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 14. All documents concerning the potential for WMB to be seized by OTS and the

decision to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. J., Sept. 30, 2008, at C7. 15. All documents concerning the bid process established by the FDIC for the

purchase of WMB, including but not limited to (a) all documents concerning any communication with or among JPMC, any Government Unit and/or any third party about the bid process and (b)

03935.61559/31070609

all documents concerning bids or indications of interest received by the FDIC, including copies of bids or indications of interest from JPMC and Citigroup. 16. All documents concerning the following statement, in form or in substance, from

Citigroup to the FDIC: "We recognize that our approach does not conform to the bidding instructions for Washington Mutual. We believe, however, that our suggested approach will in fact provide greater systemic ability and lower losses than would any conforming bid. . .. [W]e would expect that, consistent with the FDIC's statutory obligation under the 'least-cost' test, this construct would be offered to all potential bidders in a new round of bidding." See Citigroup Bid Letter to FDIC, at 4. 17. All documents concerning the FDIC's consideration of and decision to "modify

the standard indemnification to include a limited indemnity in favor of JPMorgan Chase in an amount not to exceed $500 million for any damages JPMorgan Chase may sustain as a result of litigation brought by WMI against JPMorgan Chase for violation of the agreement between WMI and JPMorgan Chase dated March 11,2008," including all documents concerning JPMC's request for such an indemnification provision. See 9/24/08 Memorandum from James Wigand and Herbert Held to FDIC Board of Directors and FDIC Board of Directors Resolution Approving P&A Transaction. 18. All documents concerning any OCC indication to OTS, FDIC, and/or JPMC that

"as the federal regulator of JPMorgan Chase ... it will provide its approval of the transfer of assets and liabilities [of WMB to JPMC] on September 25, 2008." See FDIC Board of Directors Resolution Board of Directors Approving JPMC's Bid for WMB, at 4. 19. All documents concerning OTS's determination that "WMB met the well-

capitalized standards through the date of receivership." See OTS Fact Sheet, Sept. 25, 2008.

03935.61559/3107060.9

20.

All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008.

03935.61559/3107060.9

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _,;;..;fo;..;.r.....;t.;;.;.;;..he

District of

_C=o.!.!lu!!.m!!.b~i:!:!a'___ _ _ _ _ _ _ _ _ _ _ _ _ __

In re: Washington Mutual, Inc,. et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No. * 08- I 2229 (MFW) U.S Chapter Chapter I I
Bankruptcy Court for the District of Delaware

To: Ms. Deborah Dakin, Acting Chief Counsel Office of Thrift Supervision Office of Chief Counsel 1700 G Street, NW Washington, D.C. 20552

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specit1ed below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

IDATEAND T'M'

[XJ YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specit1ed below (list documents or objects):
Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Weil, Gotshal & Manges, LLP 1300 Eye Street, NW, Suite 900 Washington, D.C. 20005

DATE AND TIME

,2010500pm

ISSUING OFFICER SIGNATURE AND TITLE

DATE

ISSUING OFFICER'S NAME. ADDRESS. AND PHONE NUMBER

Neil R. Lapinski, Esq Elliott Greenleaf

1105 North Market Street, Suite 1700 Wilmington. DE 19801 (302) 384-9400

If the bankruptcy case is pending

In

a district other than the district in which the subpoena is issued. state the dlstnct under the case number.

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARA TION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SERVER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December I, 2007, made appl icable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure
(c) Protecting a Person Subject to a Subpoena. (I) Avoiding Undue Burden or Expense; SanctIOns. A party or attorney responsible for issumg and serving a subpoena must take reasona~le steps to avoid Imposing undue burden or expense. on a per~on subjec~ to the subpoena. The Issuing court must enforce this duty and impose an appropnate sanctIOn ~ which may mclude lost earnmgs and reasonable attorney's fees - on a party or attorney who fails to comply. (2) Command to Produce Materials or Pennit Inspection. (A) Appearance Not Required A person commanded to produce documents, electronically stored infonnation, or tangible t~ings, ,?T to permit the inspection of premises. need not appear in person at the place of production or inspectIOn unless also commanded to appear for a deposition, hearing, or trial. (B) Objections. A person commanded to produce documents or tangible things or to pennit inspection. may serve on the party or attorney deSignated In the subpoena a .written objection to inspecting, copying, testing or sampling any or all. of the matenals or to Inspecting the premises - or to producing electronically stored Infonnati?n In the fonn or fonns requested The objection must be served before the earlier of the time speCified for compliance or 14 days after the subpoena is served. I f an objection is made, the following rules apply (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be reqUITed only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance (3) Quashmg or Modifying a Subpoena (A) When Required. On tnnely motion, the Issuing court must quash or modifY a subpoena that: (i) falls to allow a reasonable time to comply; (il) requires a person who is neither a party nor a party's oflicer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person -- except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) reqUires disclosure of privileged or other protected matter, ifno exception or waiver applies; or (iv) subjects a person to undue burden. (B) When Pennitted. To protect a person subject to or aflected by a subpoena. the issuing court may, on motion, quash or modify the subpoena if II requires: (i) dlsclosmg a trade secret or other confidential research, development, or commercial information, (ii) disclosing an unretained expert's opinion or infonnation that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party, or (iii) a person who IS neither a party nor a party's officer to incur substantial expense to trave~ more than 100 miles to attend trial (C) SpeCIfYing ConditIOns as an Alternative. In the clfcumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modifying a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (Ii) ensures that the subpoenaed person will be reasonably compensated (d) Duties in Responding to a Subpoena. (I) Producmg Documents or Electromc~lIy Stored I.nfonnation. These prol.:edures apply to producing documents or electronically stored mfonnation (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categories in the demand. (B) Fonn for Producing Electronically Stored Infonnation Not SpeCified If a subpoena does not specifY. a form for producin~ electronically stored infonnation, the person responding must produce It m a form or forms In which it is ordinarily maintained or In a reasonably usable fonn or fonns. (C) Electronically Stored Information Produced in Only One Fonn. The person responding need not produce the same electronically stored infonnation in more than one form (D) Inaccessible Electronically Stored Infonnation. The person responding need not provide discovery of elec.tronically stored infonnation from sources th~t the person identifies as not reasonably acceSSible because of undue burden or cost On motion to compel discovery or for a protective order, the person responding must show that the infonnatlon IS nol reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may specify conditions for the discovery. (2) Claiming Privilege or Protection. (A) Infonnation Withhold A person withholding subpoenaed infonnatlOn under a claim that it is privileged or subject to protection as trial-preparation material must (i) expressly make the claim; and (ii) describe the nature of the withheld documents, commUlllcatlOllS. or tangible things in a manner that. without revealing infonnation itselfpnvileged or protected, will enable the parties to assess the ~Iaim. (8) Infonnatlon Produced. IfinfonnatlOn produced III response to a subpoena IS subject to a claim of privilege or of pro teet IOn as trial-preparatIOn matenal, the person making the c1aiml11ay notify any party that received the IIlfonnatlOn of the claim and the basis for it. After being notiti.ed, a party must prompt.ly return, s~quester, or destroy the ~pecJfied IIlfonnation and any copies It has; must not use or disclose the IIlfonnatlon until the c1alln IS resolved; must take reasonable steps to retrieve the IIlformation If the party disclosed It before bemg notified. and may promptly present the tnfor.mation to the court under seal a detennlllation of the claim. The person who produced the IIlformation must preserve the IIlformation until the claim IS resolved

ror

(e) Contempt The issuing court may hold in contempt a person who, having been served, falls without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(ii)

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935.61559/3139106. I

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del).

9.

"Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message.
11.

"Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed.
12.

"DC Action" refers to Washington Mutual, Inc. and WMI Investment Corp. v.

Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.).

13. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts,

03935.61559/3139106 I

returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 14. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 15. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. 19. 20. "Governmental Unit" has the meaning set forth at 11 U.S.C. 101(27). "Including" means including but not limited to the referenced subject. "lPMC" means lPMorgan Chase Bank, National Association and lPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3139106.1

21.

"JPMC Adversary Proceeding" refers to JP Morgan Chase Bank, National

Association v. Washington Mutual, Inc., et al., Adversary Proceeding No. 09-50551 (Bankr. D.
Del.). 22. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 27. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.6\559/3\39\06.\

28.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 29. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 30. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "TD Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 33. "Texas Action" refers to American Nat'l Ins. Co., et aI., v. jPMorgan Chase &

Co., et aI., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States District Court for the District of Columbia. 34. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 35. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion

0393561559/3139106.1

thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 36. "Turnover Proceeding" means WMI and WMI Investment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 37. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 38. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 39. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 40. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

4l.

"WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935 61559/3139106 1

42.

"WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43 . "You" or "Your" means or refers to the Office of Thrift Supervision, individually

or collectively, to whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 44. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope. INSTRUCTIONS Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced. 2. You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control ifit is in your physical custody, or ifit is in the physical custody of any other person and you: (l) own such document in whole or in part; (2)

0393561559/3139106.1

have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author(s) or preparer(s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) (6) The request to which the document relates; The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed; (7) (8) The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged; 6. If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying

03935.61559/31391061

the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including:
(1)

a description of the document, including the date, a summary of its contents and the identity of its author and the person(s) to whom is was sent or shown;

(2) (3)

the last known custodian; whether the document is missing or lost or was destroyed or discarded;

(4) (5) (6)

(7)

the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall

03935 61559/3139106. I

also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1,2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/3139106.1

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that OTS produce the following documents in its possession, custody or control: 1. All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning communications with or among JPMC, the FDIC, the

media, ratings agencies, investors, and/or any third party concerning Washington Mutual. 3. All documents concerning any meetings and/or communications between

Washington Mutual and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, including (a) any meetings between OTS and WMI on or about April 5,2008, (b) any meetings between Washington Mutual, OTS, and the FDIC on or about July 31, 2008, and/or (c) any communications with or among U.S. Treasury Secretary Hank Paulson and WMI Chairman and CEO Kerry Killinger and/or JPMC President and CEO Jamie Dimon regarding Washington Mutual. 4. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and SEC, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7,2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by

03935.61559/3139106.1

OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 5. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC. 6. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition or investment by any entity of any stake in Washington Mutual, including any communications with or among Banco Santander, Bankers Trust, Blackstone, Carlyle, Cerberus, Citigroup, JPMC, Oak Hill, TPG, TD Bank, and/or Wells Fargo and their affiliates; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17, 2007); (c) any actual, potential, or contemplated bids for Washington Mutual and/or the bidding process for Washington Mutual; (d) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of 2008; (e) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7,2008; and/or (t) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf. 7. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, concerning Washington Mutual including (a) any meetings on or

0393561559/31391061

about March 28, 2008, (b) any meetings between JPMC and the U.S. Department of the Treasury in April 2008, and/or (c) any meetings on or about July 18,2008. 8. All documents concerning JPMC's trading activity in Washington Mutual stock,

including any actual, potential, or contemplated decision by JPMC to short Washington Mutual stock in the three months prior to the OTS seizure of WMB. 9. All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 10. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 11. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen 1. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 12. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase

03935.61559/3139106. I

Washington Mutual, including but not limited to (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement between JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, Federal Reserve, SEC and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 13. All documents concerning the potential for WMB to be seized by OTS and the

decision to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. 1., Sept. 30,2008, at C7. 14. All documents concerning the bid process established by the FDIC for the

purchase ofWMB, including but not limited to (a) all documents concerning any communication with or among JPMC, any Government Unit and/or any third party about the bid process and (b) all documents concerning bids or indications of interest received by the FDIC, including copies of bids or indications of interest from JPMC and Citigroup. 15. All documents concerning the following statement, in form or in substance, from

Citigroup to the FDIC: "We recognize that our approach does not conform to the bidding instructions for Washington Mutual. We believe, however, that our suggested approach will in fact provide greater systemic ability and lower losses than would any conforming bid. '" [W]e

03935.61559/31391061

would expect that, consistent with the FDIC's statutory obligation under the 'least-cost' test, this construct would be offered to all potential bidders in a new round of bidding." See Citigroup Bid Letter to FDIC, at 4. 16. All documents concerning the FDIC's consideration of and decision to "modify

the standard indemnification to include a limited indemnity in favor of lPMorgan Chase in an amount not to exceed $500 million for any damages lPMorgan Chase may sustain as a result of litigation brought by WMI against lPMorgan Chase for violation of the agreement between WMI and lPMorgan Chase dated March 11,2008," including all documents concerning lPMC's request for such an indemnification provision. See 9/24/08 Memorandum from lames Wigand and Herbert Held to FDIC Board of Directors and FDIC Board of Directors Resolution Approving P&A Transaction. 17. All documents concerning any OCC indication to OTS, FDIC, and/or lPMC that

"as the federal regulator of lPMorgan Chase ... it will provide its approval of the transfer of assets and liabilities [of WMB to lPMC] on September 25, 2008." See FDIC Board of Directors Resolution Board of Directors Approving lPMC's Bid for WMB, at 4. 18. All documents concerning OTS's determination that "WMB met the well-

capitalized standards through the date of receivership." See OTS Fact Sheet, Sept. 25, 2008. 19. All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008.

03935.61559/3139106.1

B254 (Form 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

----------------------------------~~~

for the District of

~~~~~---------------------------------

Columbia

In re: Washington Mutual, Inc., et. at. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No. * 08-12229 (MFW) US.
Bankruptcy Court for the District of Delaware

To: Board of Governors of the Federal Reserve System Mr. Scott G. Alvarez, General Counsel Board of Governors of the Federal Reserve System 20th Street and Constitution Avenue, N.W. Washington, D.C. 20551

Chapter

Chapter 11

D YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

!Xl YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):
Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Weil, Gotshal & Manges, LLP 1300 Eye Street, NW, Suite 900 Washington, DC 20005

DATE AND TIME

_ _ _ _ _ _ _ _.2010500 p.rn

ISSUING OFFICER SIGNATURE AND TITLE

DATE

ISSUING OFFICER'S NAME. ADDRESS. AND PHONE NUMBER

Neil R. Lapinski, Esq. Elliott Greenleaf

I 105 North Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number.

B254 (Form 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE
PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARA nON OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE
SIGNATURE OF SERVER

ADDRESS OF SERVER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (I) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for (d) Duties in Responding to a Subpoena. (I) Producing Documents or Electronically Stored Information. These procedures apply

issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropriate sanction - which may include lost earnings and reasonable attorney's fees - on a party
or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored infonnation. or tangible things, or to pennit the inspection of premises, need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, hearing, or trial. (B) Objections. A person commanded to produce documents or tangible things or to pennit inspection may serve on the party or attomey designated in the subpoena a written objection to Inspecting, copying, testing or sampling any or all of the materials or to inspecting the

to producing documents or electronically stored information:

(A) Documents. A person responding to a subpoena to produce documents must

produce them as they are kept in the ordinary course of business or must organize and label them
to correspond to the categones in the demand. (B) Form for Producing Electronically Stored Information Not Specified. If a

subpoena does not specifY a fonn for producing electronically stored information, the person responding must produce it in a form or forms in which it is ordinarily maintained or in a
reasonably usable form or forms. (C) Electronically Stored Information Produced in Only One Form. The person responding need not produce the same electronically stored information in more than one fonn. (D) Inaccessible Electronically Stored Information. The person responding need not provide discovery of electronically stored information from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the information IS not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may specIfY conditions for the

premises - or to producing electronically stored infonnation in the fonn or forms requested. The
objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. If an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party

may move the issuing court for an order compel1ing production or inspection.
(ii) These acts may be required only as directed in the order, and the

discovery.
(2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed infonnation

order must protect a person who is neither a party nor a party's officer from significant expense
resulting from compliance. (3) Quashing or ModifYing a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modifY a subpoena that: (i) fails to allow a reasonable time to comply;

under a claim that it is privile~ed or subject to protection as trial-preparation material must.

(i) expressly make the claim; and (ii) describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will enable the parties to assess the claim. (B) Information Produced. If information produced in response to a subpoena IS

(ii) requires a person who is neither a party nor a party's officer to travel
more than 100 miles from where that person resides, is employed, or regularly transacts business in person - except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the ttial is held; (iii) requires disclosure of privileged or other protected matter, ifno

subject to a claim of privilege or of protection as trial-preparation material, the person making the
claim may notifY any party that received the information of the claim and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and

exception or waiver applies; or

(iv) subjects a person to undue burden. (B) When Permitted. To protect a person subject to or affected by a subpoena, the

any copies it has; must not use or disclose the information until the claim is resolved; must take
reasonable steps to retrieve the information if the party disclosed it before being notified; and may promptly present the information to the court under seal for a detennination of the claim. The

issuing court may, on motion, quash or modifY the subpoena if It requires: (i) disclosing a trade secret or other confidential research, development, or commercial information; (ii) disclosing an unretained expert's opinion or information that does
not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (C) SpecifYing Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modifYing a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated.

person who produced the information must preserve the information until the claim is resolved
(e) Contempt.

The issuing court may hold in contempt a person who, having been served, fails without adequate
excuse to obey the subpoena. A nonparty's failure to obey must be excused ifthe subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(ii).

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS

The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935.61559/3138057.1

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "DC Action" refers to Washington Mutual, Inc. and WMI Investment Corp. v.

Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.). 13. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts,

03935.61559/3138057.1

returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 14. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 15. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. 19. 20. "Governmental Unit" has the meaning set forth at 11 U.S.C. 101 (27). "Including" means including but not limited to the referenced subject. "JPMC" means JPMorgan Chase Bank, National Association and JPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3138057.1

21.

"lPMC Adversary Proceeding" refers to JPMorgan Chase Bank, National

Association v. Washington Mutual, Inc., et al., Adversary Proceeding No. 09-50551 (Bankr. D. Del.). 22. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 27. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3138057.1

28.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 29. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 30. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "TD Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 33. "Texas Action" refers to American Nat'l Ins. Co., et ai., v. JPMorgan Chase &

Co., et ai., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States

District Court for the District of Columbia. 34. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 35. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion

03935.6 J 559/3 J 38057. J

thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 36. "Turnover Proceeding" means WMI and WMI Investment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 37. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 38. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 39. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 40. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 41. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3138057.1

42.

"WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "You" means or refers to the Board of Governors of the Federal Reserve System

and the twelve Federal Banks, individually or collectively, to whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 44. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope. INSTRUCTIONS Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced. 2. You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the

03935.6 J 559/3 J 38057. J

physical custody of any other person and you: (1) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author( s) or preparer( s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) (6) The request to which the document relates; The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed; (7) (8) The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged; 6. If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying

03935.6 I 559/3 138057. I

the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. S. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including: (1) a description of the document, including the date, a summary of its contents and the identity of its author and the person( s) to whom is was sent or shown; (2) (3) the last known custodian; whether the document is missing or lost or was destroyed or discarded; (4) (5) (6) (7) the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and (S) 9. the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall

03935.61559/3138057.1

also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1, 2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/3138057.1

REQUESTS FOR PRODUCTION OF DOCUMENTS The Debtors request that the Federal Reserve produce the following documents in its possession, custody or control: 1. All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning communications with or among JPMC, the FDIC, the

media, ratings agencies, investors, and/or any third party concerning Washington Mutual. 3. All documents concerning any meetings and/or communications between

Washington Mutual and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, including (a) any meetings between OTS and WMI on or about April 5, 2008, (b) any meetings between Washington Mutual, OTS, and the FDIC on or about July 31, 2008, and/or (c) any communications with or among U.S. Treasury Secretary Hank Paulson and WMI Chairman and CEO Kerry Killinger and/or JPMC President and CEO Jamie Dimon regarding Washington Mutual. 4. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and SEC, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7, 2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by

03935.61559/3138057.1

OTS to classify WMB as a "problem institution," and/or (d) Paulson's "RTC plan" concerning Washington Mutual. 5.

u.s. Treasury Secretary Henry

All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC. 6. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition or investment by any entity of any stake in Washington Mutual, including any communications with or among Banco Santander, Bankers Trust, Blackstone, Carlyle, Cerberus, Citigroup, JPMC, Oak Hill, TPG, TD Bank, and/or Wells Fargo and their affiliates; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17, 2007); (c) any actual, potential, or contemplated bids for Washington Mutual and/or the bidding process for Washington Mutual; (d) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of 2008; (e) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (f) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf. 7. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, concerning Washington Mutual including (a) any meetings on or

03935.61559/3138057.1

about March 28,2008, (b) any meetings between JPMC and the U.S. Department of the Treasury in April 2008, and/or (c) any meetings on or about July 18, 2008. 8. All documents concerning JPMC's trading activity in Washington Mutual stock,

including any actual, potential, or contemplated decision by JPMC to short Washington Mutual stock in the three months prior to the OTS seizure of WMB. 9. All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 10. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 11. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 12. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase

03935.61559/3138057. J

Washington Mutual, including but not limited to (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement between JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, Federal Reserve, SEC and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 13. All documents concerning the potential for WMB to be seized by OTS and the

decision to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. 1., Sept. 30,2008, at C7. 14. All documents concerning the bid process established by the FDIC for the

purchase ofWMB, including but not limited to (a) all documents concerning any communication with or among JPMC, any Government Unit and/or any third party about the bid process and (b) all documents concerning bids or indications of interest received by the FDIC, including copies of bids or indications of interest from JPMC and Citigroup. 15. All documents concerning the following statement, in form or in substance, from

Citigroup to the FDIC: "We recognize that our approach does not conform to the bidding instructions for Washington Mutual. We believe, however, that our suggested approach will in fact provide greater systemic ability and lower losses than would any conforming bid. . .. [W]e

03935.6 J 559/3 J 38057. J

would expect that, consistent with the FDIC's statutory obligation under the 'least-cost' test, this construct would be offered to all potential bidders in a new round of bidding." See Citigroup Bid Letter to FDIC, at 4. 16. All documents concerning the FDIC's consideration of and decision to "modify

the standard indemnification to include a limited indemnity in favor of JPMorgan Chase in an amount not to exceed $500 million for any damages JPMorgan Chase may sustain as a result of litigation brought by WMI against JPMorgan Chase for violation of the agreement between WMI and JPMorgan Chase dated March 11,2008," including all documents concerning JPMC's request for such an indemnification provision. See 9124/08 Memorandum from James Wigand and Herbert Held to FDIC Board of Directors and FDIC Board of Directors Resolution Approving P&A Transaction. 17. All documents concerning any OCC indication to OTS, FDIC, and/or JPMC that

"as the federal regulator of JPMorgan Chase ... it will provide its approval of the transfer of assets and liabilities [ofWMB to JPMC] on September 25,2008." See FDIC Board of Directors Resolution Board of Directors Approving JPMC's Bid for WMB, at 4. 18. All documents concerning OTS's determination that "WMB met the well-

capitalized standards through the date of receivership." See OTS Fact Sheet, Sept. 25, 2008. 19. All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008.

03935.61559/3138057.1

8254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

----------------------------------~~~

for the District of

~~~~~----------------------------------

Delaware

In re: Washington Mutual, Inc., et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No.* 08-12229 (MFW) Chapter Chapter II

To: The Goldman Sachs Group, Inc. c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

I DATE AND TIME

[XJ YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects): Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Elliott Greenleaf 1105 North Market Street. Suite 1700 Wilmington, DE 19801

DATE AND TIME

_ _ _ _ _ _ _ _,2010500 p.m

ISSUING OFFICER SIGNATURE AND TITLE

DATE

ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER

Neil R. Lapinski, Esq. Elliott Greenleaf

1105 North Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number

8254 (Form 254 - Subpoena for Rule 2004 Examination) (I 2/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SERVER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (I) Avoiding Undue 8urden or Expense; Sanctions. A party or attorney responsible for (d) Duties in Responding to a Subpoena. (I) Producing Documents or Electronically Stored Information. These procedures apply to producing documents or electronically stored information: (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categones in the demand. (B) Form for Producing Electronically Stored Information Not Specified. Ifa subpoena does not specifY a form for producin~ electronically stored infonnation, the person responding must produce it in a form or foons In which it is ordinarily maintained or in a reasonably usable form or forms. (C) Electronically Stored Information Produced in Only One Fonn. The person responding need not produce the same electronically stored infonnation in more than one form. (D) Inaccessible Electronically Stored Information. The person responding need not provide discovery of electronically stored information from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the infonnation IS not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may specifY conditions for the discovery. (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed information under a claim that it is privileged or subject to protection as trial-preparation material must (i) expressly make the claim; and (ii) describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will enable the parties to assess the claim. (8) Information Produced. If information produced in response to a subpoena is subject to a claim of privilege or of protection as trial-preparation material, the person making the claim may notifY any party that received the information of the claim and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and any copies it has; must not use or disclose the information until the claim is resolved; must take reasonable steps to retrieve the information if the party disclosed it before being notified; and may promptly present the information to the court under seal for a determination of the claim. The person who produced the information must preserve the information until the claim is resolved. (e) Contempt. The issuing court may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(ii).

issuing and serving a subpoena must take reasonable steps to avoid Imposing undue burden or
expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropriate sanction - which may include lost earnings and reasonable attorney's fees - on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored infonnation, or tangible things, or to permit the inspection of premises, need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, hearing, or trial. (8) Objections. A person commanded to produce documents or tangible things or to permit inspection may serve on the party or attomey designated in the subpoena a written objection to Inspecting, copying, testing or sampling any or all of the materials or to inspecting the premises - or to producing electronically stored information in the form or forms requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. If an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance. (3) Quashing or ModifYing a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modifY a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person - except that, subject to Rule 45(c)(3)(8)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, ifno exception or waiver applies; or (iv) subjects a person to undue burden. (8) When Permitted. To protect a person subject to or affected by a subpoena, the issuing court may, on motion, quash or modifY the subpoena ifit requires: (i) disclosing a trade secret or other confidential research, development, or commercial information; (ii) disclosing an unretained expert's opinion or infonnation that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party, or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (C) SpecifYing Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(8), the court may, instead ofquashmg or moditying a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated.

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS

The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935.61559/3139057.1

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del) (MFW). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts, returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles,

03935.61559/3139057.1

releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 13. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 14. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 15. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. 18. 19. "Governmental Unit" has the meaning set forth at 11 U.S.C. 101(27). "Including" means including but not limited to the referenced subject. "JPMC" means JPMorgan Chase Bank, National Association and JPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3139057.1

20.

"JPMC Adversary Proceeding" refers to JPMorgan Chase Bank, National

Association v. Washington Mutual, Inc., et aI., Adversary Proceeding No. 09-50551 (Bankr. D.
Del.). 21. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 22. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3139057.1

27.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 28. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 29. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 30. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "TD Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "Texas Action" refers to American Nat'l Ins. Co., et al., v. JPMorgan Chase &

Co., et ai., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States

District Court for the District of Columbia. 33. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.6 J 559/3 J 39057. J

34.

"TPG Transaction" means or refers to the investment of approximately $7.2

billion into Washington Mutual on or about April 7, 2008, that was described by Washington Mutual in a Form 8-K filing dated April 7, 2008. 35. "Transaction" means or refers to any means by which lPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 36. "Turnover Proceeding" means WMI and WMI Investment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 37. "U.S. Department of the Treasury" means or refers to the U.S. Department of

the Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 38. "WaMu Pension Plan" means or refers to the WMI-sponsored tax qualified cash

balance pension plan. 39. "Washington DC Action" refers to Washington Mutual, Inc. and WMI Investment

Corp. v. Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.).

40.

"Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 41. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3139057.1

42.

"WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 44. "WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 45. "You" or "Your" means or refers to The Goldman Sachs Group, Inc., individually

or collectively, to whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 46. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope.
INSTRUCTIONS

Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy

03935.61559/3139057.1

Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced. 2. You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (l) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document:
(l)

The date of the document; The title of the document; The name of its author(s) or preparer(s) and an identification by employment and title of each such person;

(2) (3)

03935.61559/3139057.1

(4)

The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereoftogether with an identification by employment and title of each such person;

(5) (6)

The request to which the document relates; The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed;

(7)

The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

(8)

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including:
(1)

a description of the document, including the date, a summary of its contents and the identity of its author and the person( s) to whom is was sent or shown;

(2) (3)

the last known custodian; whether the document is missing or lost or was destroyed or discarded;

(4)

the date of loss, destruction or discard;

03935.61559/3139057.1

(5) (6)
(7)

the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1, 2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/3139057.1

REQUESTS FOR PRODUCTION OF DOCUMENTS The Debtors request that Goldman Sachs produce the following documents in its possession, custody or control: 1. All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning any Washington Mutual board of directors meeting

attended by You. 3. All documents concerning any communications with or among JPMC, the FDIC,

Banco Santander, Blackstone, Carlyle, Cerberus, Citigroup, Oak Hill, TPG, TD Bank, and/or Wells Fargo, the media, ratings agencies, investors, and/or any third party regarding Washington Mutual. 4. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition, purchase, or investment by any entity of any stake in or portion of Washington Mutual, including any communications with or among Banco Santander, Blackstone, Carlyle, Cerberus, Citigroup, JPMC, Oak Hill, TPG, TD Bank, and/or Wells Fargo and their affiliates concerning any interest in Washington Mutual; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17, 2007); (c) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of2008; (d) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (e) any efforts to raise capital and/or locate a potential merger partner or acquiror in

03935.61559/3139057.1

September 2008, including any efforts by You or any other entity on Washington Mutual's behalf. 5. All documents, including communications, concerning Washington Mutual's

retention of You and/or any other entity to work on Washington Mutual's behalf to raise capital and/or locate a potential merger partner or acquiror. 6. All documents concerning work performed by You and/or any other entity on

Washington Mutual's behalf to raise capital and/or locate a potential merger partner or acquiror. 7. All documents concerning any actual or possible merger with Washington

Mutual, or any actual or possible purchase or investment by any entity of any stake in or portion of Washington Mutual. 8. All documents, including communications with or among Washington Mutual,

JPMC, the FDIC, any Government Unit and/or any third party, concerning any entity's interest in merging with, investing in, or purchasing any stake in or portion of Washington Mutual. 9. All documents concerning JPMC's knowledge of any entity's interest in

potentially merging with, investing in, or purchasing any stake in or portion of Washington Mutual. 10. All documents concerning any actual, potential, or contemplated bid, term sheet,

offer, or other expression of interest to merge with, invest in, or purchase any stake in or portion of Washington Mutual. 11. All documents concerning Washington Mutual's consideration or evaluation of

any bid, term sheet, offer, or other expression of interest to merge with, invest in, or purchase any stake in or portion of Washington Mutual.

03935.61559/3139057.1

12.

All documents concerning Your consideration or evaluation of any bid, term

sheet, offer, or other expression of interest from any entity to merge with, invest in, or purchase any stake in or portion of Washington Mutual. 13. All documents concerning Your and/or any other entity's access to Washington

Mutual information. 14. All documents concerning any due diligence concerning Washington Mutual

performed by You or any other entity. 15. 16. All documents concerning trading activity in Washington Mutual stock. All documents concerning any actual, potential, or contemplated decision to short

Washington Mutual stock in the three months prior to the OTS seizure ofWMB. 17. All documents concerning any advice given by JPMC representatives to any third

parties, including any customers, concerning Washington Mutual securities. 18. All documents concerning any advice given by JPMC representatives to any third

parties, including any customers, concerning the short sale of Washington Mutual securities. 19. All documents concerning Washington Mutual provided to You by JPMC, the

FDIC, and/or any third party. 20. All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to You, any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 21. All documents concerning any effect JPM C's disclosure of any Washington

Mutual information, or disclosure of any information about Washington Mutual had on any actual, potential, or contemplated bid, term sheet, offer, or other expression of interest to merge with, invest in, or purchase any stake in or portion of Washington Mutual.

03935.6 J559/3 J 39057. J

22.

All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 23. All documents, including communications with JPMC, concerning JPMC's

consideration of and/or decision about whether or not to negotiate, discuss, participate, or work with You and or any other entity in connection with any potential Transaction. 24. All documents, including communications with JPMC, concerning JPMC's

consideration of and/or decision to negotiate, discuss, participate, or work with You and/or any other entity in conjunction with any potential Transaction. 25. All documents, including communications with JPMC, concerning JPMC's

consideration of and/or decision not to negotiate, discuss, participate, or work with You and/or any other entity in conjunction with any potential Transaction. 26. All documents concerning the FDIC's bid process for Washington Mutual,

including (a) documents sufficient to demonstrate when You and/or any other entity first became aware of the FDIC's bid process for Washington Mutual, (b) any entity's consideration of whether to submit a bid, and/or (c) all documents concerning any draft, potential, or actual bids submitted to the FDIC. 27. All documents concerning any effort by JPMC to negotiate, discuss, participate,

or work with the FDIC "to design bidding parameters that would suit JPMC's needs, and which would rule out other potential bidders" and/or "to sell assets of Washington Mutual without an adequate or fair bidding process." See Texas Action Complaint at ~~ 25,32.

03935.61559/3139057.1

28.

All documents concerning Citigroup's bid for Washington Mutual submitted to

the FDIC on or about September 24,2008. 29. All documents concerning the following statement, in form or in substance, from

Citigroup to the FDIC: "We recognize that our approach does not conform to the bidding instructions for Washington Mutual. We believe, however, that our suggested approach will in fact provide greater systemic ability and lower losses than would any conforming bid. . .. [W]e would expect that, consistent with the FDIC's statutory obligation under the 'least-cost' test, this construct would be offered to all potential bidders in a new round of bidding. " See Citigroup Bid Letter to FDIC, at 4. 30. All documents concerning the FDIC's analysis, evaluation, and/or consideration

of any bids concerning Washington Mutual (including Citigroup's bid), including whether or not to open a new round of bidding. 31. All documents concerning the potential for WMB to be seized by OTS and the

decision or plans to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. J., Sept. 30,2008, at C7. 32. All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008.

03935.61559/3139057.1

33.

All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at, 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen 1. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at, 3S. 34. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase Washington Mutual, including (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about Apri1200S, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 200S, and/or (c) any agreement or arrangement with or among JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, the Federal Reserve and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 35. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums

03935.61559/3139057.1

of Understanding OTS issued to WMI and WMB on or about September 7,2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 36. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve and the SEC. 37. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, concerning Washington Mutual including (a) any meetings on or about March 28, 2008, (b) any meetings between JPMC and the U.S. Department of the Treasury in April 2008, and/or (c) any meetings on or about July 18,2008.

03935.61559/3139057.1

B254 (Form 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _:..;fo~r....;t;.;.he.;,. District of
_C~o~lu!!.m!,!;b~i~a'__

_ _ _ _ _ _ _ _ _ _ _ _ _ __

In re: Washington Mutual, Inc., et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No. * 08- 12229 (MFW) u.s. Bankruptcy Court for the District of Delaware

To: Henry M. Paulson, Jr. 1619 Massachusetts Ave., N.W. Rome Building - 810 Washington, D.C. 20036

Chapter

Chapter 11

D YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

rATEAND TIME

5a YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):
Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Weil, Gotshal & Manges, LLP 1300 Eye Street, NW, Suite 900 Washington, DC 20005

DATE AND TIME

_ _ _ _ _ _ _ _, 2010 500 p.m.

ISSUING OFFICER SIGNATURE AND TITLE

DATE

ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER

Neil R. Lapinski, Esq. Elliott Greenleaf

1105 North Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number.

B254 (Form 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SER VED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SER VER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (I) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for (d) Duties in Responding to a Subpoena. (I) Producing Documents or Electronically Stored Information. These procedures apply

issuing and serving a subpoena must take reasonable steps to avoid Imposing undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an
appropriate sanction - which may include lost earnings and reasonable attorney's fees - on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored infonnation, or tangible things, or to pennit the inspection of premises, need not

to producing documents or electronically stored infonnation: (A) Documents. A person responding to a subpoena to produce documents must
produce them as they are kept in the ordinary course of business or must organize and label them

to correspond to the categones in the demand.

(B) Form for Producing Electronically Stored Information Not Specified. Ifa

subpoena does not specify a fonn for producin~ electronically stored information, the person responding must produce it in a form or forms m which it is ordinarily maintained or in a
reasonably usable form or forms. (C) Electronically Stored Information Produced in Only One Form. The person

appear in person at the pl,ace of production or inspection unless also commanded to appear for a
depositIOn. hearing, or tnal. (B) Objections. A person commanded to produce documents or tangible things or to permit inspection may serve on the party or attorney designated in the subpoena a written objection to inspecting, copying, testing or sampling any or all of the materials or to inspecting the premises - or to producing electronically stored information in the form or forms requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. If an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party

responding need not produce the same electronically stored infonnation in more than one form
(D) Inaccessible Electronically Stored Information. The person responding

need not provide discovety of electronically stored infonnation from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the infonnation IS not
reasonably accessible because of undue burden or cost. If that showing is made, the court may

nonetheless orde~ discovery from such sources if the requesting party shows good cause,
considering the limitations of Rule 26(b)(2)(C). The court may specIJY conditions for the

may move the issuing court for an order compelling production or inspection.
(ii) These acts may be required only as directed in the order, and the

discovery.
(2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed information under a claim that it is privileged or subject to protection as trial-preparation material must: (i) expressly make the claim; and (ii) describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will

order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance.
(3) Quashing or ModiJYing a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modiJY a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person - except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, ifno

enable the parties to assess the claim. (B) Information Produced. If information produced in response to a subpoena is
subject to a claim of privilege or of protection as trial-preparation material. the person making the claim may notiJY any party that received the information of the claim and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and

exception or waiver applies; or

(iv) subjects a person to undue burden. (B) When Permitted. To protect a person subject to or affected by a subpoena, the issuing court may, on motion, quash or modify the subpoena ifit requires: (i) disclosing a trade secret or other confidential research, development, or commercial information; (ii) disclosing an unretained expert's opinion or infonnation that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (C) SpeciJYing Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modiJYing a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated.

any copies it has; must not use or disclose the infonnation until the claim is resolved; must take
reasonable steps to retrieve the information if the party disclosed it before being notified; and may promptly present the information to the court under seal for a determination of the claim. The

person who produced the information must preserve the information until the claim is resolved
(e) Contempt.

The issuing court may hold in contempt a person who, having been served, fails without adequate
excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(ii).

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS

The following tenns (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and fonner partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and fonner partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and fonner partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935.61559/3227672.1

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "DC Action" refers to Washington Mutual, Inc. and WMI Investment Corp. v.

Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.). 13. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts,

03935.61559/3227672.1

returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 14. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 15. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. 19. 20. "Governmental Unit" has the meaning set forth at 11 U.S.C. 101(27). "Including" means including but not limited to the referenced subject. "JPMC" means JPMorgan Chase Bank, National Association and JPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3227672.1

21.

"JPMC Adversary Proceeding" refers to JPMorgan Chase Bank, National

Association v. Washington Mutual, Inc., et al., Adversary Proceeding No. 09-50551 (Bankr. D.
Del.). 22. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 27. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3227672.1

28.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 29. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25,2008. 30. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "TD Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 33. "Texas Action" refers to American Nat'l Ins. Co., et aI., v. JPMorgan Chase &

Co., et al., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States

District Court for the District of Columbia. 34. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 35. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion

03935.61559/3227672.1

thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 36. "Turnover Proceeding" means WMI and WMI Investment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 37. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 38. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 39. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 40. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 41. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.6 J 559/3227672. J

42.

"WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "You" means or refers to Henry M. Paulson, Jr., to whom this subpoena is

addressed, and any employee, agent, custodian, attorney, accountant, representative, and other Persons purporting to act on your behalf. 44. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope.

INSTRUCTIONS
Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced. 2. You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (1) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on

03935.6155913227672.1

any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author( s) or preparer( s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) (6) The request to which the document relates; The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed; (7) (8) The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged; 6. If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced.

03935.61559/3227672.1

7.

If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including:
(1)

a description of the document, including the date, a summary of its contents and the identity of its author and the person( s) to whom is was sent or shown;

(2) (3)

the last known custodian; whether the document is missing or lost or was destroyed or discarded;

(4) (5) (6) (7)

the date ofloss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa.

03935.61559/3227672.1

11.

This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1,2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/3227672.1

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that Henry M. Paulson, Jr. produce the following documents in its possession, custody or control: 1. All documents concerning, or communications with, Washington Mutual,

including any communications with or among You and WMI Chairman and CEO Kerry Killinger and/or JPMC President and CEO Jamie Dimon regarding Washington Mutual. 2. All documents concerning in form or in substance the "Paulson RTC-like

structure" and/or "Paulson's 'RTC' plan" concerning Washington Mutual. 3. All documents concerning communications with or among JPMC, the FDIC, the

media, ratings agencies, investors, and/or any third party concerning Washington Mutual. 4. All documents concerning any meetings and/or communications between

Washington Mutual and any Government Unit, including the FDIC, OTS,

acc, the U.S.

Department of the Treasury, Federal Reserve, and the SEC, including (a) any meetings between aTS and WMI on or about April 5,2008, and/or (b) any meetings between Washington Mutual, OTS, and the FDIC on or about July 31, 2008. 5. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS,

acc, the U.S. Department of the Treasury,

Federal Reserve, and SEC, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding aTS issued to WMI and WMB on or about September 7, 2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by

03935.61559/3227672.1

OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 6. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC. 7. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition or investment by any entity of any stake in Washington Mutual, including any communications with or among Banco Santander, Bankers Trust, Blackstone, Carlyle, Cerberus, Citigroup, JPMC, Oak Hill, TPG, TD Bank, and/or Wells Fargo and their affiliates; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17, 2007); (c) any actual, potential, or contemplated bids for Washington Mutual and/or the bidding process for Washington Mutual; (d) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of 2008; (e) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (f) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf. 8. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, concerning Washington Mutual including (a) any meetings on or

03935.61559/3227672.1

about March 28,2008, (b) any meetings between JPMC and the U.S. Department of the Treasury in April 2008, and/or (c) any meetings on or about July 18, 2008. 9. All documents concerning JPMC's trading activity in Washington Mutual stock,

including any actual, potential, or contemplated decision by JPMC to short Washington Mutual stock in the three months prior to the OTS seizure of WMB. 10. All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 11. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 12. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen 1. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id at ~ 38. 13. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase

03935.61559/3227672.1

Washington Mutual, including but not limited to (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement between JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, Federal Reserve, SEC and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 14. All documents concerning the potential for WMB to be seized by OTS and the

decision to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. J., Sept. 30,2008, at C7. 15. All documents concerning the bid process established by the FDIC for the

purchase of WMB, including but not limited to (a) all documents concerning any communication with or among JPMC, any Government Unit and/or any third party about the bid process and (b) all documents concerning bids or indications of interest received by the FDIC, including copies of bids or indications of interest from JPMC and Citigroup. 16. All documents concerning the following statement, in form or in substance, from

Citigroup to the FDIC: "We recognize that our approach does not conform to the bidding instructions for Washington Mutual. We believe, however, that our suggested approach will in fact provide greater systemic ability and lower losses than would any conforming bid. . .. [W]e

03935.61559/3227672.1

would expect that, consistent with the FDIC's statutory obligation under the 'least-cost' test, this construct would be offered to all potential bidders in a new round of bidding." See Citigroup Bid Letter to FDIC, at 4. 17. All documents concerning the FDIC's consideration of and decision to "modify

the standard indemnification to include a limited indemnity in favor of JPMorgan Chase in an amount not to exceed $500 million for any damages JPMorgan Chase may sustain as a result of litigation brought by WMI against JPMorgan Chase for violation of the agreement between WMI and JPMorgan Chase dated March 11, 2008," including all documents concerning JPMC's request for such an indemnification provision. See 9/24/08 Memorandum from James Wigand and Herbert Held to FDIC Board of Directors and FDIC Board of Directors Resolution Approving P&A Transaction. 18. All documents concerning any OCC indication to OTS, FDIC, and/or JPMC that

"as the federal regulator of JPMorgan Chase ... it will provide its approval of the transfer of assets and liabilities [ofWMB to JPMC] on September 25,2008." See FDIC Board of Directors Resolution Board of Directors Approving JPMC's Bid for WMB, at 4. 19. All documents concerning OTS's determination that "WMB met the well-

capitalized standards through the date of receivership." See OTS Fact Sheet, Sept. 25, 2008. 20. All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008.

03935.61559/3227672.1

B254 (Form 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

_ _ _ _ _ _ _ _ _ _ _ _----:;D..;;,o.;;.,.r. ;.;th. ;.;e;. .;S; ;. o; . ;u; .;t. ;.;h. ; .;er;. .;,n District of
_N~e.:..:w:...Y~o:..:.rk~_ _ _ _ _ _ _ _ _ _ _ _ _ __

In re: Washington Mutual, Inc., et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No. * 08-12229 (MFW) us Bankruptcy Court for the DistrICt of Delaware

To:

Banco Santader, S.A., New York Branch 45 East 53rd Street New York, New York 10022

Chapter

Chapter II

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place. date, and time specilied below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

IX! YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date. and time specified below (list documents or objects):
Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Quinn Emanuel Urquhart Oliver & Hedges LLP 51 Madison Avenue, 22nd Floor New York, NY 10010

DATE AND TIME _ _ _ _ _ _ _ _ ,2010 SOO p.m

ISSUING OFFICER SIGNATURE AND TITLE

DATE

ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER

Nell R. Lapinski, Esq. Elliott Greenleaf

1105 North Market Street, Suite 1700 Wilmington, DE 1980 I (302) 384-9400

If the bankruptcy case is pending

In

a district other than the dIstrict in which the subpoena is Issued. state the district under the case number

B254 (Form 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SER VER

ADDRESS OF SER VER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure
(c) Protecting a Person Subject to a Subpoena. (I) Avoiding Undue Burden or Expense; Sanctions A party or attorney responsible fbr issuing and serving a subpoena must take reasona~le steps to avoid imposing undue burden or expense on a person subject to the subpoena The Issuing coul1 must enforce this duty and Impose an appropnate sanction ~ which may include lost cwnings and reasonable attorney's fees - on a party or attorney who fails to comply (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored infonnation. or tangible things, or to permit the inspection of premises, need not appear in person at the place of productIOn or mspection unless also commanded to appear for a depOSitIOn, hearing. or trial, (8) Objections. A person commanded to produce documents or tangible things or to pe~it inspection may serve on the party or attorney designated in the su~poena a written obJec,tlOn to Inspecting. c,opylng, testing or sampling any or all of the matenals or to inspecting the prelm~es - or to prodUCing electronical,ly stored Infonnation in the fonn <?r fonns requested. The objectIOn ~ust be served be~'ore the earher of the time specified for c~.mphance or 14 days after the subpoena IS served I f an objection IS made, the following rules apply (i) At any tnne, on notice to the commanded person, the serving party may move the Issumg court for an order compelling production or mspection (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's oflicer from sigmficant expense resulting from compliance. (3) Quashing or ModifYing a Subpoena (A) When Required. On timely mOtion, the Issumg couJ1 must quash or modify a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's onicer to travel more than 100 Imles from where that person resides, is employed, or regularly transacts business In person - except that, subject to Rule 45(c)(3)(B)(lii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial IS held, (iii) requires disclosure ofpnvileged or other protected matter. ifno exceptIOn or waiver applies; or (iv) subjects a person to undue burden (B) When Pennitted. To protect a person subject toor affected by a subpoena. the Issuing court may, on motion, quash or modity the subpoena If It requires: (i) disclOSing a trade secret or other confidential research. development. or commercial inf'ormation; (il) disclosing an unretained expert's opinion or infonnation that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than .100 miles to attend trial (C) Specitying Conditions as an Alternative In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modifYing a subpoena, order appearance or production under specified conditions if the serving partY' (I) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (Ii) ensures that the subpoenaed person will be reasonably compensated (d) Duties in Responding to a Subpoena. (I) Producing Documents or Electronically Stored Infonnation These proct::dun:s apply to producing documents or electronically stored infonnation: (A) Docum~nts. A person responding to a subpoena to produce documents must produce them as they are kept I~ the ordinary course of business or must organize and label them to correspond to the categones m the demand. (B) Fonn for Producing Electronically Stored Infonnation Not SpeCified If a subpoena does not specify a form for producin!? electronically stort::d infonnation, the. person responding must produce it in a form or forms In which it is ordinarily maintaint::d or III a reasonably usable l'onn or fonns. (C) Electronically Stored Information Produced in Only One Fonn The person responding need not produce the same electronically stored infonnation in more than one form (D) Inaccessible Electronically Stored Infonnation. The person respondlllg need not provide discovery of electronically stored mfonnatJon from sources that the person Identifies as not reasonably accessible because of undue burden or cost On motion to compel discovery or for a .protective order. the person responding must show th~t the inf'onnation IS not reasonably acceSSible because of undue burden or cost. If that showing IS made, the court may nonetheless order disc~lVery from such sources If the requesting party shows ~ood cause, considenng the limitatIOns of Rule 26(b)(2)(C). The court may specIfY conditIOns for the discovery. (2) Claiming PriVilege or Protection. (A) Infbnnauon Withheld A person Withholding subpoenaed mtbnnatlOn under a claim that It IS privile~ed or subject to protectl.on as tnal-preparatlon matenal must (I) expressly make the cialln, and (ii) descnbe the nature of the withheld documents, commUlllcatlons, or tangible things in a manner that, without revealing infonnation itself privileged or protected, will enable the parties to assess the claim. (8) Infonnation Produc~d. Ifinfonnation produced II~ response to a subpoena IS subject to a claim of privilege or of protection as trial-preparation matenal, the person making the claim may notify any party that received the inf'onnation of the claim and the basis t'or It Alter being notified. a party must promptly return, sequester, or destroy the spe<':ltit::d IIlfOnnatlO1l and any copies it has; must not use or disclose the infonnatlOn until the claim is resolved: must take reasonable steps to retrieve the mfonnalion If the party disclosed it befort:: being notified, and may promptly present the inf'ormatlOn to the court under seal t'or a detenninatlon of the clallll The person who produced the information must preserve the inf'ormation until the claim IS resolvt::d (e) Contempt. The issuing couJ1 may hold m contempt a person who, having been sen ed, Huls Without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpot::na purpOJ1S to require the nonparty to attend or produce at a place outside the Illnits of Rule 45(c)(3 )(A)(il)

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935.61559/3119011.3

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del) (MFW). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts, returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles,

03935 61559/3119011.3

releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 13. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 14. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 15. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. 18. "Governmental Unit" has the meaning set forth at 11 U.S.C. 101(27). "Including" means including but not limited to the referenced subject.

19.

"lPMC" means lPMorgan Chase Bank, National Association and lPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3119011.3

20.

"JPMC Adversary Proceeding" refers to JPMorgan Chase Bank, National

Association v. Washington Mutual, Inc., et aI., Adversary Proceeding No. 09-50551 (Bankr. D.
Del.). 21. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 22. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/31190113

27.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 28. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and lPM, dated as of September 25, 2008. 29. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 30. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "TD Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "Texas Action" refers to American Nat'l Ins. Co., et aI., v. jPMorgan Chase &

Co., et al., Case No.3 :09-cv-00044 (S.D. Tex.), which has been transferred to the United States District Court for the District of Columbia. 33. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3119011.3

34.

"TPG Transaction" means or refers to the investment of approximately $7.2

billion into Washington Mutual on or about April 7, 2008, that was described by Washington Mutual in a Form 8-K filing dated April 7,2008. 35. "Transaction" means or refers to any means by which lPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 36. "Turnover Proceeding" means WMI and WMI Investment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 37. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 38. "Washington DC Action" refers to Washington Mutual, Inc. and WMI Investment

Corp. v. Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.).

39. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 40. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 41. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or

03935.61559/3119011.3

purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 42. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 44. "You" means or refers to Banco Santander, S.A., individually or collectively, to

whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 45. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope. INSTRUCTIONS Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced.

0393561559/3119011.3

2.

You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (1) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author(s) or preparer(s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) The request to which the document relates;

03935.61559/3119011.3

(6)

The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed;

(7) (8)

The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including: (1) a description of the document, including the date, a summary of its contents and the identity of its author and the person(s) to whom is was sent or shown; (2) (3) the last known custodian; whether the document is missing or lost or was destroyed or discarded; (4) (5) (6)
(7)

the date ofloss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

03935.61559/311901 U

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1, 2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/3119011.3

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that Banco Santander, S.A., produce the following documents in its possession, custody or control: 1. All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning any Washington Mutual board of directors meeting

attended by You. 3. All documents concerning any communications with or among JPMC, the FDIC,

the media, ratings agencies, investors, and/or any third party regarding Washington Mutual. 4. All documents concerning a meeting in or about June 2008 with or among JPMC

executives, including CEO Jamie Dimon, and Banco Santander executives, including Chairman Emilio Botin. 5. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition, purchase, or investment by any entity of any stake in or portion of Washington Mutual; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17,2007); (c) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of2008; (d) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (e) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf.

03935.61559/3119011.3

6.

All documents concerning any actual or possible merger with Washington

Mutual, or any actual or possible purchase or investment by any entity of any stake in or portion of Washington Mutual. 7. All documents, including communications with or among Washington Mutual,

lPMC, the FDIC, any Government Unit and/or any third party, concerning Your and/or any other entity's interest in merging with, investing in, or purchasing any stake in or portion of Washington Mutual. 8. All documents concerning lPMC's knowledge of Your and/or any other entity's

interest in potentially merging with, investing in, or purchasing any stake in or portion of Washington Mutual. 9. All documents concerning any actual, potential, or contemplated bid, term sheet,

offer, or other expression of interest from You and/or any other entity to merge with, invest in, or purchase any stake in or portion of Washington Mutual. 10. All documents concerning Washington Mutual's consideration or evaluation of

any bid, term sheet, offer, or other expression of interest from You and/or any other entity to merge with, invest in, or purchase any stake in or portion of Washington Mutual.
11.

All documents concerning Your and/or any other entity's access to Washington

Mutual information. 12. All documents concerning any due diligence concerning Washington Mutual

performed by You or any other entity. 13. All documents concerning Washington Mutual provided to You by JPMC, the

FDIC, and/or any third party.

03935.61559/31190113

14.

All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to You, any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 15. All documents concerning any effect JPMC's disclosure of any Washington

Mutual information, or disclosure of any information about Washington Mutual had on any actual, potential, or contemplated bid, term sheet, offer, or other expression of interest to merge with, invest in, or purchase any stake in or portion of Washington Mutual. 16. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 17. All documents concerning the FDIC's bid process for Washington Mutual,

including (a) documents sufficient to demonstrate when You and/or any other entity first became aware of the FDIC's bid process for Washington Mutual, (b) Your or any other entity's consideration of whether to submit a bid, and/or (c) all documents concerning any draft, potential, or actual bids submitted to the FDIC. 18. All documents concerning any effort by JPMC to negotiate, discuss, participate,

or work with the FDIC "to design bidding parameters that would suit JPMC's needs, and which would rule out other potential bidders" and/or "to sell assets of Washington Mutual without an adequate or fair bidding process." See Texas Action Complaint at ~~ 25, 32. 19. All documents concerning Citigroup's bid for Washington Mutual submitted to

the FDIC on or about September 24,2008.

0393561559/3119011.3

20.

All documents concerning the following statement, in form or in substance, from

Citigroup to the FDIC: "We recognize that our approach does not conform to the bidding instructions for Washington Mutual. We believe, however, that our suggested approach will in fact provide greater systemic ability and lower losses than would any conforming bid. . .. [W]e would expect that, consistent with the FDIC's statutory obligation under the 'least-cost' test, this construct would be offered to all potential bidders in a new round of bidding." See Citigroup Bid Letter to FDIC, at 4. 21. All documents concerning the FDIC's analysis, evaluation, and/or consideration

of any bids concerning Washington Mutual (including Citigroup's bid), including whether or not to open a new round of bidding. 22. All documents concerning the potential for WMB to be seized by OTS and the

decision or plans to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off[WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. J., Sept. 30,2008, at C7. 23. All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008. 24. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington

0393561559/3119011 J

Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 3S. 25. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase Washington Mutual, including (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about April 200S, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 200S, and/or (c) any agreement or arrangement with or among JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, the Federal Reserve, the SEC, and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 26. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, the SEC, and Federal Reserve, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7, 200S, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by

03935.61559/3119011.3

OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 27. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, and Federal Reserve. 28. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, and Federal Reserve, concerning Washington Mutual including (a) any meetings on or about March 28, 2008, (b) any meetings between JPMC and the U.S. Department of the Treasury in April 2008, and/or (c) any meetings on or about July 18,2008.

03935.61559/3119011.3

B254 (Form 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

----------------------------------~~~

for the

District of

~~~~~----------------------------------

Columbia

In re: Washington Mutual, Inc., et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No. * 08-12229 (MFW) US Bankruptcy Co un for the District of Delaware Chapter Chapter 11

To: David Horne LLC 4308 Brandywine Street, N.W. Washington, DC 20016

D YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

[Xl YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects): Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Weil, Gotshal & Manges, LLP 1300 Eye Street, NW, Suite 900 Washington, DC 20005

DATE AND TIME

_ _ _ _ _ _ _ _ , 2010 5 00 P m

ISSUING OFFICER SIGNATURE AND TITLE

DATE

ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER

Neil R. Lapinski, Esq. Elliott Greenleaf

1105 Nonh Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SER VED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws ofthe United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SER VER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure
(c) Protecting a Person Subject to a Subpoena. (I) Avoiding Undue Burden or Expense; Sanctions A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to aVOid Imposing undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropTiate sanctIOn - which may include lost earnings and reasonable attorney's fees -~ on a party or attorney who Huls to comply (2) Command to Produce Matenals or Permit InspectIOn. (A) Appearance Not Required. A person commanded to produce documents, electronically stored mfonnation. Of tangible thmgs, or to permit the inspection of premises. need not appear in perso~ at the pl.ace of production or inspection unless also commanded to appear for a depOSition, hearmg. or tnal. (8) Objections. A person commanded to produce documents or tangible things or to pen~lit inspection may serve on th~ party or att~rney designated m the subpoena a written objection to mspecting, c.opying, testmg or sampling any or all of the matenals or to inspecting the premises ~ or to producmg electronically stored i!1fonnatlOn in the fonn or fonns requested. The objectIOn must be served before the earlier of the !line specified for compliance or 14 days at\er the subpoena is served. If an objection is made, the following rules apply: (i) At any time. on notice to the commanded person. the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resultmg from compliance (3) Quashing or ModifYing a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modifY a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 ITIlles from where that person resides, is employed, or regularly transacts business in person - except that, subject to Rule 45(c)(3)(B)(iil), the person may be commanded to anend a tnal by traveling from any such place withm the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, ifno exception or waiver applies; or (iv) subjects a person to undue burden. (B) When Pennined. To protect a person subject toor aerected by a subpoena, the Issumg court may, on mOtion, quash or modify the subpoena If It requires. (i) disclosing a trade secret or other confidential research. development. or cOllunercJaI Information; (il) disclosing an unretamed expert's opinion or mfonnation that does not descnbe speCific occurrences in dispute and results from the expert's study that was not requested by a party, or (iii) a person who IS neither a party nor a party's otlicer to incur substantial expense to travel more than 100 miles to attend trial (C) Specifying Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(8), the court may, instead of quashing or modIfYing a subpoena, order appearance or production under specified conditions if the serving party: (I) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship, and (ii) ensures that the subpoenaed person will be reasonably compensated. (d) Duties in Responding to a Subpoena. (I) Producing Documents or Electronically Stored Infonnation These procedures apply to prodUCing documents or electronically stored in fonnation: (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and labd them to correspond to the categones in the demand. (B) Fonn for Producing Electronically Stored Infonnation Not Specified Ifa subpoena does not specify a form for producin~ electronic~.1ly stored inforynation. the person responding must produce it in a form or forms m which it IS ordinarily maintained or in a reasonably usable fonn or fonns. (C) ElectronICally Stored Information Produced In Only One Fonll. The person responding need not produce the same electroOlcally stored mfonnauon in more than olle form (D) Inaccessible Electronically Stored Infonnatlon. The person responding need .not provide discovery of electronically stored mfonnatlOn from sources th~t the persoll i~entlfies as not reasonably accessible because of undue burden or cost. On m~tlOn to compel discovery or for a protective order. the person responding must show that the mfonnatlOn IS not reasonably accessible because of undue burden or cost. Ifth~t shOWing IS made. the court may nonethel~ss order discovery from such sources if the requesting part)' shows.~ood cause. considenng the limitations of Rule 26(b)(2)(C). The court may speCIfY condlllons for the discovery. (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed infonnallon under a claim that it is pnvile~ed or subject to protection as trial-preparation matenal must (i) expressly make the claim; and (ii) describe the nature of the withheld documents, communicatlOlls, or tangible things in a manner that, with.out revealing infonnation itself privileged or protected, will enable the parties to assess the claim (8) Infonnation Produced. Ifinfonnation produced in response to a subpoena IS subject to a claim of privilege or of protection as trial-preparation I.naterial, the p~rson I.naking the claim may notify any party that received the information of the claIm and the baSIS for It. Aller being notifi.cd, a party must prompt.ly return, sequester, or destroy the speCified mfonnation and any copies It has; must not use or disclose the infonnation until the c1alln is resolved; must take reasonable steps to retrieve th~ information if the party disclosed it before being notified; and Illay promptly present the information to the court under seal for a detenmnation of the claim The person who produced the information must preserve the information until the clalln is resolved (e) Contempt.
The issumg court may hold in contempt a person who, haVing been served. fails without adequate excuse to obey t~e subpoena A nonparty's failure to obey must be excused !ft.he subpoena purports to require the nonparty to attend or produce at a place outSide the IlImts of Rule

45(c)(3)(A)(ii)

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

0393561559/3143555.1

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.
10.

"Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "DC Action" refers to Washington Mutual, Inc. and WMI Investment Corp. v.

Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.).

13. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts,

03935 61559/3143555 I

returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 14. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 15. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. 19. 20. "Governmental Unit" has the meaning set forth at 11 U.S.c. 101(27). "Including" means including but not limited to the referenced subject. "lPMC" means lPMorgan Chase Bank, National Association and lPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3143555.1

21.

"JPMC Adversary Proceeding" refers to iP Morgan Chase Bank, National

Association v. Washington Mutual, Inc., et al., Adversary Proceeding No. 09-50551 (Bankr. D.
Del.). 22. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 27. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.6 J 559/3 J 43555. J

28.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 29. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 30. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "TO Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 33. "Texas Action" refers to American Nat'l Ins. Co., et aI., v. JPMorgan Chase &

Co., et aI., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States
District Court for the District of Columbia. 34. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3143555.1

35.

"TPG Transaction" means or refers to the investment of approximately $7.2

billion into Washington Mutual on or about April 7, 2008, that was described by Washington Mutual in a Form 8-K filing dated April 7,2008. 36. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 37. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 38. "Turnover Proceeding" means WMI and WMllnvestment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 39. "U.S. Congress" means or refers to the United States Senate and United States

House of Representatives, and any of their members, staff, committees, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 40. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

4l.

"Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 42. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff,

03935.61559/3143555.1

attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 44. "WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

ecollectively, the "Debtors") and any and all of their current or former officers, directors,
employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 45. "You" means or refers to you, David Horne, LLC, to whom this subpoena is

addressed, and any employee, agent, custodian, attorney, accountant, representative, and other Persons purporting to act on your behalf. 46. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope.
INSTRUCTIONS

Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced.

0393561559/3143555 1

2.

You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control ifit is in your physical custody, or ifit is in the physical custody of any other person and you: (1) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author(s) or preparer(s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) The request to which the document relates;

03935.61559/3143555.1

(6)

The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed;

(7) (8)

The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including:
(l)

a description of the document, including the date, a summary of its contents and the identity of its author and the person(s) to whom is was sent or shown;

(2) (3)

the last known custodian; whether the document is missing or lost or was destroyed or discarded;

(4) (5) (6) (7)

the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

0393561559/3143555.1

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1,2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/3143555.1

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that David Horne, LLC, produce the following documents in its possession, custody or control:

1.

All documents concerning, or communications with, Washington Mutual, with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. 3. All documents concerning any agreements between You and JPMC. All documents concerning any work You performed on JPMC's behalf concerning

Washington Mutual. 4. All documents concerning any meetings and/or communications with JPMC

concerning Washington Mutual. 5. All documents concerning any meetings and/or communications with or among

JPMC, the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, SEC, U.S. Congress any other Government Unit, the media, ratings agencies, investors, and/or any third party concerning Washington Mutual. 6. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, SEC, and U.S. Congress concerning Washington Mutual, including (a) any meetings on or about March 28, 2008, (b) any meetings between JPMC and the U.S. Department of the Treasury in April 2008, and/or (c) any meetings on or about July 18, 2008. 7. All documents concerning Your disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties.

03935.61559/3143555.1

8.

All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 9. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 10. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 11. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase Washington Mutual, including but not limited to (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement between JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, the Federal Reserve, SEC

03935.61559/3143555 I

and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 12. All documents concerning any meetings and/or communications between

Washington Mutual and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, Federal Reserve, and U.S. Congress, including (a) any meetings between OTS and WMI on or about April 5,2008, (b) any meetings between Washington Mutual, OTS, and the FDIC on or about July 31,2008, and/or (c) any communications with or among U.S. Treasury Secretary Hank Paulson and WMI Chairman and CEO Kerry Killinger and/or JPMC President and CEO Jamie Dimon regarding Washington Mutual. 13. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, Federal Reserve, and U.S. Congress, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7,2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 14. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, Federal Reserve, and U.S. Congress.

03935.61559/3143555.1

15.

All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition or investment by any entity of any stake in Washington Mutual, including any communications with or among Banco Santander, Blackstone, Carlyle, Cerberus, Citigroup, JPMC, Oak Hill, TPG, TO Bank, and/or Wells Fargo and their affiliates; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17,2007); (c) any actual, potential, or contemplated bids for Washington Mutual and/or the bidding process for Washington Mutual; (d) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (e) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf. 16. All documents concerning the potential for WMB to be seized by OTS and the

decision to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. J., Sept. 30,2008, at C7. 17. All documents concerning any OCC indication to OTS, FDIC, and/or JPMC that

"as the federal regulator of JPMorgan Chase ... it will provide its approval of the transfer of assets and liabilities [of WMB to JPMC] on September 25, 2008." See FDIC Board of Directors Resolution Board of Directors Approving JPMC's Bid for WMB, at 4.

0393561559/3143555.1

18.

All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008.

03935.61559/3143555.1

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

----------------------------------~~~

for the

District of

~~~~~----------------------------------

Columbia

In re: Washington Mutual, Inc., et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No. * 08-12229 (MFW) Chapter Chapter I I
US Bankruptcy Court for the District of D~laware

To: Equale & Associates I 1400 Spur Wheel Lane Potomac, MD 20854

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

[XI YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):
Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Weil, Gotshal & Manges, LLP 1300 Eye Street, NW, Suite 900 Washington, DC 20005

DATE AND TIME

_ _ _ _ _ _ _ .,2010500pm

ISSUING OFFICER SIGNATURE AND TITLE

DATE

ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER

Neil R. Lapinski, Esq. Elliott Greenleaf

1105 North Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number

B254 (Form 254 - Subpoena for Rule 2004 ExaminatIOn) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SER VER

ADDRESS OF SER VER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December I, 2007, made appl icable in cases under the Bankruptcy Code by Rule 90 16, Federal Rules of Bankruptcy Procedure
(c) Protecting a Person Subject to a Subpoena. (I) Avoiding Undue Burden or Expense; Sancllons A party or attorney responsible for issuing and servmg a subpoena must take reasonable steps to avoid imposmg undue burden or expense on a person subject to the subpoena The Issuing !';Qurt must enfon.:e this duty and impose an appropriate sanction -- which may include lost earnings and reasonable attorney's fees -- on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored infonnation, or tangible things, or to permit the Inspection of premises. need not appear In person at the place of prodw;:tion or Inspection unless also commanded to appear for a deposition, hearmg, or tnaL (8) Objections. A person commanded to produce documents or tangible things or to pennit inspection may se~e on th~ party or attorney designated in the subpoena a .written objectIOn to mspecting, c.opymg, test~ng or sampling any or all of the materials or to mspecting the preml~es .. - or to producmg electrOnically stored I~fonnati~n in the fonn or fonns requested. The objection must be served before the earlier of the tnne speci fied for compliance or 14 days after the subpoena is served. If an objection IS made, the following rules apply (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compellmg productIOn or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's otlicer from significant expense resulting from compliance. (3) Quashing or Moditying a Subpoena. (A) When RequITed. On timely motIOn, the issuing court must quash or modity a subpoena that (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's otlicer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person .. - except that, subJect to Rule 45(c)(3)(B)(iil), the person may be commanded to attend a trial by traveling Irom any such place within the state where the trial is held; (iii) requITes disclosure of privileged or other protected matter, ifno exception or waiver applies; ~r (IV) subjects a person to undue burden (B) When Pennitted. To protect a person subject to or aflected by a subpoena, the Issumg court may, on motIOn, quash or modity the subpoena If It requires (i) disclosing a trade secret or other confidential research, development, or commercial information; (ii) disclosing an unretained expert's opmion or infonnation that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (IIi) a person who IS neither a party nor a party's otlicer to mcur substantial expense to trave~ more than .1~O miles to attend trial (C) Specltying Conditions as an Alternative. In the circumstances descflbed in Rule 45(c)(3)(B), the court may, Instead of quashing or modifying a subpoena, order appearance or production under specified c~nditions If the serv.ing party: (I) shows a substantIal need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated. (d) DutIes in Responding to a Subpoena. (I) Producing Documents or Electronically Stored Infonnation These procedures apply to producing documents or electronically stored mfonnation (A) Documents A person responding to a subpoena to produce documents must produce them as they are kept I~ the ordmary course of business or must organize and label them to correspond to the categones In the demand. (B) Form for Producing Electronically Stored Infonnation Not Speclliod. If a subpoena does not speclty a form for producm~ elec~on.ically stored info~atlOn, the person responding must produce It in a form or forms In which It IS ordinarily maintained or In a reasonably usable fonn or fonns (C) Electronically Stored InlormatlOn Produced," Only One Fonn. The person responding need not produce the same electrolllcally stored infonnatlon in more than one form (D) Inaccessible Electronically Stored Infonnation. The person respondIng need not provide discovery of electronically stored infonnation from sources that the person identities as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person respondmg must show that the mfonnation IS not reasonably accessible because of undue burden or cost. If that shOWing is made, the court may nonetheless orde~ d~sc<:>very from such sources if the requestlllg party shows ~ood cause, considering the limitatIOns of Rule 26(b)(2)(C). The court may speclty condillons for the discovery. (2) Claiming Privilege or ProtectIOn. (A) InfonnatlOn Withheld. A person withholding subpoenaed inlonnation under a claim that it is pnvileged or subject to protection as trial-preparatIOn matenal must (i) expressly make the claim; and (ii) descflbe the nature of the withheld documents, commUnicatIOns. or tangible things in a manner that, without revealing infonnation itself privileged or protected, Will enable the parties to assess the claim. (8) Infonnation Produc~d. Ifmfonnation p~oduced in response to a subpoenu IS subject to a claim of privilege or of protectIOn as trial-preparatIOn matenal, the person maklllg the claim may notity any party that received the infonnation of the claim and the baSIS for it. After being notifi.ed, a party must promptly return, sequester,. or destroy the speCified mfonnation and any copies It has; must not use or disclose the infonnatlon until the claim is resolved; must take reasonable steps to re.trieve the information if the party disclosed It b~fore being notified, and may promptly present the informatIOn to the court under seal for a detenmnatJon of the clallll The person who produced the mformation must preserve the information untl) the claim is resolved (e) Contempt. The issuing court may hold in contempt a person who, having been served, fails Without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused If the subpoena purports to require the nonparty to attend or produce at a place outside the IlImts of Rule 45(c)(3)(A)(il)

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

0393561559/3143490.1

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "DC Action" refers to Washington Mutual, Inc. and WMI Investment Corp. v.

Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.).

13. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts,

03935.61559/3143490.1

returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 14. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 15. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. 19. 20. "Governmental Unit" has the meaning set forth at 11 U.S.C. 101(27). "Including" means including but not limited to the referenced subject. "lPMC" means lPMorgan Chase Bank, National Association and lPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3143490.1

21.

"JPMC Adversary Proceeding" refers to iP Morgan Chase Bank, National

Association v. Washington Mutual, Inc., et at., Adversary Proceeding No. 09-50551 (Bankr. D.
Del.). 22. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 27. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3143490.1

28.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 29. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25,2008. 30. "SEC" means the u.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "TO Bank" means TO Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 33. "Texas Action" refers to American Nat'l Ins. Co., et aI., v. JPMorgan Chase &

Co., et aI., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States District Court for the District of Columbia. 34. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3143490.1

35.

"TPG Transaction" means or refers to the investment of approximately $7.2

billion into Washington Mutual on or about April 7, 200S, that was described by Washington Mutual in a Form S-K filing dated April 7, 200S. 36. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 37. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 3S. "Turnover Proceeding" means WMI and WMI Investment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 39. "U.S. Congress" means or refers to the United States Senate and United States

House of Representatives, and any of their members, staff, committees, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 40. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 41. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 42. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff,

03935.61559/3143490.1

attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 44. "WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 45. "You" means or refers to Equale & Associates, individually or collectively, to

whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 46. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope. INSTRUCTIONS Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of

03935 61559/3143490. I

business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced. 2. You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (l) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author(s) or preparer(s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person;

03935.61559/3143490.1

(5) (6)

The request to which the document relates; The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed;

(7) (S)

The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. S. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including:
(1)

a description of the document, including the date, a summary of its contents and the identity of its author and the person( s) to whom is was sent or shown;

(2) (3)

the last known custodian; whether the document is missing or lost or was destroyed or discarded;

(4) (5) (6)

the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard;

03935 61559/3143490.1

(7)

the person(s) authorizing or carrying out such destruction or discard; and

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1,2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/3143490 1

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that Equale & Associates produce the following documents in its possession, custody or control: 1. All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. 3. All documents concerning any agreements between You and JPMC. All documents concerning any work You performed on JPMC's behalf concerning

Washington Mutual. 4. All documents concerning any meetings and/or communications with JPMC

concerning Washington Mutual. 5. All documents concerning any meetings and/or communications with or among

JPMC, the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, SEC, U.S. Congress any other Government Unit, the media, ratings agencies, investors, and/or any third party concerning Washington Mutual. 6. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, SEC, and U.S. Congress concerning Washington Mutual, including (a) any meetings on or about March 28, 2008, (b) any meetings between JPMC and the U.S. Department of the Treasury in April 2008, and/or (c) any meetings on or about July 18, 2008. 7. All documents concerning Your disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties.

03935.61559/3143490.1

8.

All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 9. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 10. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen 1. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 11. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase Washington Mutual, including but not limited to (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement between JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, the Federal Reserve, SEC

03935.6 J 559/3 J 43490. J

and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 12. All documents concerning any meetings and/or communications between

Washington Mutual and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, Federal Reserve, and U.S. Congress, including (a) any meetings between OTS and WMI on or about April 5, 2008, (b) any meetings between Washington Mutual, OTS, and the FDIC on or about July 31,2008, and/or (c) any communications with or among U.S. Treasury Secretary Hank Paulson and WMI Chairman and CEO Kerry Killinger and/or JPMC President and CEO Jamie Dimon regarding Washington Mutual. 13. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, Federal Reserve, and U.S. Congress, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7,2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 14. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, Federal Reserve, and U.S. Congress.

03935.61559/3143490.1

15.

All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition or investment by any entity of any stake in Washington Mutual, including any communications with or among Banco Santander, Blackstone, Carlyle, Cerberus, Citigroup, JPMC, Oak Hill, TPG, TO Bank, and/or Wells Fargo and their affiliates; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17,2007); (c) any actual, potential, or contemplated bids for Washington Mutual and/or the bidding process for Washington Mutual; (d) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (e) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf. 16. All documents concerning the potential for WMB to be seized by OTS and the

decision to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. J., Sept. 30, 2008, at C7. 17. All documents concerning any OCC indication to OTS, FDIC, and/or JPMC that

"as the federal regulator of JPMorgan Chase ... it will provide its approval of the transfer of assets and liabilities [of WMB to JPMC] on September 25, 2008." See FDIC Board of Directors Resolution Board of Directors Approving JPMC's Bid for WMB, at 4.

03935.61559/3143490.1

18.

All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008.

0393561559/3143490.1

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

--------------------------~~~--~~--

for the Northern

District of

~~~~~---------------------------------

California

In re: Washington Mutual, Inc., et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No. * 08-12229 (MFW) Chapter Chapter II
US Bankruptcy Court for the DIstrict of Delaware

To:FHLB C/O Duane Geck Severson & Werson I Embarcadero Center, 26th Floor San Francisco, CA 94111

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

DATE AND T/ME

5a YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):
Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Quinn Emanuel Urquhart Oliver & Hedges, LLP 555 Twin Dolphin Dr. Suite 560, Redwood Shores, CA 94065

DATE AND TIME

_ _ _ _ _ _ _~, 2010 500 p.m.

ISSUING OFFICER SIGNATURE AND TITLE

DATE

ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER

Neil R. Lapinski, Esq. Elliott Greenleaf

1105 North Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number.

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SER VICE

SERVED BY (PRINT NAME)

TITLE

DECLARA TION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SERVER

Rule 45, Federal Rules ofCiyil Procedure, Subdivisions (c), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (I) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for (d) Duties in Responding to a Subpoena. (I) Producing Documents or Electronically Stored Information. These procedures apply

issuing and serving a subpoena must take reasonable steps to avoid Imposing undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an
appropriate sanction - which may include lost earnings and reasonable attorney's fees - on a party or attorney who fails to comply. (2) Command to Produce Materials or Pennit Inspection. (A) Appearance Not Required. A person commanded to produce documents,

to producing documents or electronically stored infonnation:

(A) Documents. A person responding to a subpoena to produce documents must

produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categones in the demand.
(B) Form for Producing Electronically Stored Information Not Specified. If a

electronically stored infonnation. or tangible things, or to permit the inspection of premises, need not
appear in person at the place of production or inspection unless also commanded to appear for a deposition, heating, or trial. (B) Objections. A person commanded to produce documents or tangible things or to permit inspection may serve on the party or attorney designated in the subpoena a written objection to mspecting, copying, testing or sampling any or all of the materials or to inspecting the premises - or to producing electronically stored information in the form or forms requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. If an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party

subpoena does not specifY a form for producin~ electronically stored information, the person responding must produce it in a fonn or forms In which it is ordinarily maintained or in a reasonably usable fonn or forms.
(C) Electronically Stored Information Produced in Only One Form. The person

responding need not I?roduce the same electronically stored infonnation in more than one form.
(D) Inaccessible Electronically Stored Information. The person responding

need not provide discovery of electronically stored information from sources that the person identifies as not reasonably accessible because of undue burden or cost. On m~tion to compel discovery or for a protective order, the person responding must show that the mfonnation is not
reasonably accessible because of undue burden or cost. If that showing is made, the court may

nonetheless order discovery from such sources if the requesting PilI1X shows good cause,
considering the limitations of Rule 26(b)(2)(C). The court may specIfY conditions for the

may move the issuing court for an order compelling production or inspection.
(ii) These acts may be required only as directed in the order, and the

discovery.
(2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed information

order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance.
(3) Quashing or ModifYing a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modifY a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person - except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, ifno

under a claim that it is privileged or subject to protection as triaipreparation material must:

(i) expressly make the claim; and (ii) describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will

enable the parties to assess the claim.

(B) Information Produced. If infonnation produced in response to a subpoena is subject to a claim of privilege or of protection as trial-preparation material, the person making the claim may notifY any party that received the mformation of the claim and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and

exception or waiver applies; or

(iv) subjects a person to undue burden. (B) When Permitted. To protect a person subject to or affected by a subpoena, the

any copies it has; must not use or disclose the infonnatio!1 until the claim is resolved; must take
reasonable steps to retrieve the information if the party dIsclosed it before being notified; and may promptly present the information to the court under seal for a determination ofthe claim. The

issuing court may, on motion, quash or modifY the subpoena if It requires: (i) disclosing a trade secret or other confidential research, development, or commercial information; (ii) disclosing an unretained expert's opinion or information that does
not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or

person who produced the information must preserve the information until the claim is resolved.
(e) Contempt.

The issuing court may hold in contempt a person who, having been served, fails without adequate
excuse to obey the subpoena. A nonparty's failure to obey must be excused ifthe subpoena

purports to require the nonparty to attend or produce at a place outside the limits of Rule
45(c)(3)(A)(ii).

(iii) a person who is neither a party nor a party's officer to incur

substantial expense to travel more than 100 miles to attend trial (C) SpecifYing Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modifying a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated.

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS

The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Capital Contributions" means any capital contributions that WMI made to WMB

or WMB fsb from November 1, 2007 through September 2008, including the $6.5 billion in capital contributions that WMI made to WMB from December 2007 through September 2008. 7. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3122783.2

8.

"Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 9. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del).

10.

"Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.
11.

"Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 12. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed.
13.

"DC Action" refers to Washington Mutual, Inc. and WMI Investment Corp. v.

Federal Deposit Insurance Corporation, No. 1:09-cv-00533 (D.D.C.).

14. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and

03935.61559/3122783.2

intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts, returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 15. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 16. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 19. 20. 21. "Governmental Unit" has the meaning set forth at 11 U.S.C. 101(27). "Including" means including but not limited to the referenced subject. "JPMC" means JPMorgan Chase Bank, National Association and JPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting

03935.61559/3122783.2

or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 22. "JPMC Adversary Proceeding" refers to JPMorgan Chase Bank, National

Association v. Washington Mutual, Inc., et at., Adversary Proceeding No. 09-50551 (Bankr. D.

Del.). 23. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 27. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 28. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3122783.2

29.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 30. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 31. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 33. "TD Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 34. "Texas Action" refers to American Nat'lIns. Co., et aI., v. JPMorgan Chase &

Co., et aI., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States

District Court for the District of Columbia. 35. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.6 J 559/3 J 22783.2

36.

"TPG Transaction" means or refers to the investment of approximately $7.2

billion into Washington Mutual on or about April 7, 2008, that was described by Washington Mutual in a Form 8-K filing dated April 7, 2008. 37. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 38. "Turnover Proceeding" means WMI and WMI Investment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 39. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 40. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 41. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 42. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3122783.2

43.

"WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 44. "WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all oftheir current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 45. "You" or "FHLB" means or refers to the Federal Home Loan Bank, individually

or collectively, to whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 46. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope.
INSTRUCTIONS

Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced.

03935.61559/3122783.2

2.

You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (1) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author( s) or preparer( s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) The request to which the document relates;

03935.6 J 559/3 J 22783.2

(6)

The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed;

(7)

The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

(8)

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including: (1) a description of the document, including the date, a summary of its contents and the identity of its author and the person(s) to whom is was sent or shown; (2) (3) the last known custodian; whether the document is missing or lost or was destroyed or discarded; (4) (5) (6) (7) the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

03935.61559/3122783.2

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1, 2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/3122783.2

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that Federal Home Loan Bank produce the following documents in its possession, custody or control: 1. All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning any communications with Robert J. Williams,

President of WMI. 3. All documents concerning communications with or among JPMC, the FDIC, the

media, ratings agencies, investors, and/or any third party concerning Washington Mutual. 4. All documents concerning Washington Mutual provided to You by JPMC, the

FDIC, and/or any third party. 5. All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to You, any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 6. All documents concerning any Washington Mutual entity's participation as an

FHLB member bank. 7. All documents concerning any FHLB consideration or analysis of the possibility

of lending or not lending funds to Washington Mutual. 8. Mutual. 9. Mutual. All documents concerning any FHLB decision not to lend funds to Washington All documents concerning any FHLB decision to lend funds to Washington

03935.61559/3122783.2

10.

All documents concerning any collateral pledged by Washington Mutual in

conjunction with an FHLB loan. 11. All documents concerning communications with or among JPMC, the FDIC,

and/or any third party concerning whether or not to lend funds to Washington Mutual. 12. All documents concerning any effect JPMC's disclosure of any Washington

Mutual information, or disclosure of any information about Washington Mutual, had on any FHLB decision concerning whether or not to lend funds to Washington Mutual. 13. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 14. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 15. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase Washington Mutual, including but not limited to (a) Washington Mutual's rejection of JPMC's

03935.61559/3122783.2

offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement between JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, the Federal Reserve and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 16. All documents concerning any meetings and/or communications between

Washington Mutual and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, and Federal Reserve, including (a) any meetings between OTS and WMI on or about April 5, 2008, (b) any meetings between Washington Mutual, OTS, and the FDIC on or about July 31, 2008, and/or (c) any communications with or among U.S. Treasury Secretary Hank Paulson and WMI Chairman and CEO Kerry Killinger and/or JPMC President and CEO Jamie Dimon regarding Washington Mutual. 17. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, and Federal Reserve, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7,2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual.

03935.61559/3122783.2

18.

All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, and Federal Reserve. 19. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition or investment by any entity of any stake in Washington Mutual, including any communications with or among Banco Santander, Blackstone, Carlyle, Cerberus, Citigroup, JPMC, Oak Hill, TPG, TD Bank, and/or Wells Fargo and their affiliates; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17,2007); (c) any actual, potential, or contemplated bids for Washington Mutual and/or the bidding process for Washington Mutual; (d) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of 2008; (e) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7,2008; and/or (f) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf. 20. All documents concerning the potential for WMB to be seized by OTS and the

decision to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure

03935.61559/3122783.2

of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. 1., Sept. 30,2008, at C7.

03935.61559/3122783.2

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

_ _ _ _ _ _ _ _ _ _ _ _ _. .:fI..;:,o.:. .r. ;;th;.;.;e:;..".;. W;..;e;.;;s;.;;.te;;.;:m..:. :. District of
_W..:..:...!a~s::.:h::.:in.:J:g::.!t.:;:,o!.!.n_ _ _ _ _ _ _ _ _ _ _ _ _ _ __

In re: Washington Mutual, Inc., et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No. * 08-12229 (MFW) u.s. Bankruptcy Court for the District of Delaware

To: Federal Home Loan Bank - Seattle 1501 4th Ave Suite 1800 Seattle, WA 9810 1

Chapter

Chapter 11

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

[XJ YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):

Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Washington Mutual, Inc. 1301 Second Avenue, WMC3601, Seattle, W A 9810 1

DATE AND TIME

_ _ _ _ _ _ _ _ , 2010 500 P m

ISSUING OFFICER SIGNATURE AND TITLE

ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER

Neil R. Lapinski, Esq. Elliott Greenleaf

1105 North Market Street. Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SER VICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SER VER

ADDRESS OF SERVER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (I) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropriate sanction - which may include lost earnings and reasonable attorney's fees - on a party or attorney who fails to comply (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored information, or tangible things, or to pennit the inspection of premises, need not (d) Duties in Responding to a Subpoena. (I) Producing Documents or Electronically Stored Information. These procedures apply to producing documents or electronically stored infonnation: (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categones in the demand. (B) Form for Producing Electronically Stored Information Not Specified. If a subpoena does not specifY a form for producing electronically stored Information, the person responding must produce it in a form or forms in which it is ordinarily maintained or in a reasonably usable form or forms. (C) Electronically Stored Information Produced in Only One Form. The person responding need not produce the same electronically stored infonnation in more than one form. (D) Inaccessible Electronically Stored Information. The person responding need not provide discovery of electronically stored infonnatlOn from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the infonnation IS not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may specIfY conditions for the discovery. (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed information under a claim that it is privileged or subject to protection as trial-preparation material must: (i) expressly make the claim; and (ii) describe the nature of the withheld documents, communications, or tangible things in a manner tha~ without revealing information itself privileged or protected, will enable the parties to assess the claim. (B) Information Produced. If information produced in response to a subpoena is subject to a claim of privilege or of protection as trial-preparation material, the person making the claim may notifY any party that received the information of the claiIn and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and any copies it has; must not use or disclose the infonnatlOn until the claim is resolved; must take reasonable steps to retrieve the information if the patty disclosed it before being notified; and may promptly present the information to the court under seal for a detennination ofthe claim. The person who produced the information must preserve the information until the claim is resolved (e) Contempt. The issuing court may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena. A nonpatty's failure to obey must be excused if the subpoena purports to require the non patty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(ii).

appear in person at the place of production or inspection unless also commanded to appear for a
deposition, hearing, or trial. (B) Objections. A person commanded to produce documents or tangible things or

to pennit inspection may serve on the party or attorney designated in the subpoena a wrinen
objection to Inspecting, copying, testing or sampling any or all of the materials or to inspecting the premises - or to producing electronically stored information in the form or forms requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. I f an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance. (3) Quashing or ModifYing a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modifY a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a patty's officer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person - except tha~ subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, if no exception or waiver applies; or (iv) subjects a person to undue burden. (B) When Permitted. To protect a person subject to or affected by a subpoena, the issuing court may, on motion, quash or modifY the subpoena ifn requires: (i) disclosing a trade secret or other confidential research, development, or commercial infonnation; (ii) disclosing an unretained expert's opinion or infonnation that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (C) SpecifYing Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modifYing a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated.

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS

The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Capital Contributions" means any capital contributions that WMI made to WMB

or WMB fsb from November 1, 2007 through September 2008, including the $6.5 billion in capital contributions that WMI made to WMB from December 2007 through September 2008. 7. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3122783.2

8.

"Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 9. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del). 10. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 11. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 12. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 13. "DC Action" refers to Washington Mutual, Inc. and WMI Investment Corp. v.

Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.).

14.

"Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and

03935.61559/3122783.2

intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts, returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 15. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 16. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 19. 20. 21. "Governmental Unit" has the meaning set forth at 11 U.S.C. 101(27). "Including" means including but not limited to the referenced subject. "JPMC" means JPMorgan Chase Bank, National Association and JPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting

03935.61559/3122783.2

or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 22. "JPMC Adversary Proceeding" refers to JPMorgan Chase Bank, National

Association v. Washington Mutual, Inc., et al., Adversary Proceeding No. 09-50551 (Bankr. D. Del.). 23. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 27. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 28. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/31227832

29.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 30. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 31. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 33. "TD Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 34. "Texas Action" refers to American Nat'l Ins. Co., et al., v. JPMorgan Chase &

Co., et ai., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States

District Court for the District of Columbia. 35. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3122783.2

36.

"TPG Transaction" means or refers to the investment of approximately $7.2

billion into Washington Mutual on or about April 7, 2008, that was described by Washington Mutual in a Form 8-K filing dated April 7, 2008. 37. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 38. "Turnover Proceeding" means WMI and WMllnvestment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 39. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 40. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 41. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 42. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3122783.2

43.

"WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 44. "WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 45. "You" or "FHLB" means or refers to the Federal Home Loan Bank, individually

or collectively, to whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 46. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope.
INSTRUCTIONS

Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced.

03935.61559/3122783.2

2.

You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (1) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title ofthe document; The name of its author( s) or preparer( s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) The request to which the document relates;

03935.61559/31227832

(6)

The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed;

(7)

The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

(8)

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including: (1) a description of the document, including the date, a summary of its contents and the identity of its author and the person(s) to whom is was sent or shown; (2) (3) the last known custodian; whether the document is missing or lost or was destroyed or discarded; (4) (5) (6) (7) the date ofloss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

03935.61559/31227832

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1, 2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/31227832

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that Federal Home Loan Bank produce the following documents in its possession, custody or control:
l.

All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning any communications with Robert 1. Williams,

President of WMI. 3. All documents concerning communications with or among JPMC, the FDIC, the

media, ratings agencies, investors, and/or any third party concerning Washington Mutual. 4. All documents concerning Washington Mutual provided to You by JPMC, the

FDIC, and/or any third party. 5. All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to You, any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 6. All documents concerning any Washington Mutual entity's participation as an

FHLB member bank. 7. All documents concerning any FHLB consideration or analysis of the possibility

of lending or not lending funds to Washington Mutual. 8. Mutual. 9. Mutual. All documents concerning any FHLB decision not to lend funds to Washington All documents concerning any FHLB decision to lend funds to Washington

03935.61559/3122783.2

10.

All documents concerning any collateral pledged by Washington Mutual in

conjunction with an FHLB loan. 11. All documents concerning communications with or among JPMC, the FDIC,

and/or any third party concerning whether or not to lend funds to Washington Mutual. 12. All documents concerning any effect JPMC's disclosure of any Washington

Mutual information, or disclosure of any information about Washington Mutual, had on any FHLB decision concerning whether or not to lend funds to Washington Mutual. 13. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 14. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 15. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase Washington Mutual, including but not limited to (a) Washington Mutual's rejection of JPMC's

03935.61559/3122783.2

offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement between JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, the Federal Reserve and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 16. All documents concerning any meetings and/or communications between

Washington Mutual and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, and Federal Reserve, including (a) any meetings between OTS and WMI on or about April 5, 2008, (b) any meetings between Washington Mutual, OTS, and the FDIC on or about July 31,2008, and/or (c) any communications with or among U.S. Treasury Secretary Hank Paulson and WMI Chairman and CEO Kerry Killinger and/or JPMC President and CEO Jamie Dimon regarding Washington Mutual. 17. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, and Federal Reserve, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7,2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual.

03935.61559/3122783.2

18.

All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, and Federal Reserve. 19. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition or investment by any entity of any stake in Washington Mutual, including any communications with or among Banco Santander, Blackstone, Carlyle, Cerberus, Citigroup, JPMC, Oak Hill, TPG, TD Bank, and/or Wells Fargo and their affiliates; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17,2007); (c) any actual, potential, or contemplated bids for Washington Mutual and/or the bidding process for Washington Mutual; (d) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of2008; (e) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (f) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf. 20. All documents concerning the potential for WMB to be seized by OTS and the

decision to seize WMB, as well as the potential for the FDIC to be appointed receiver ofWMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure

03935.61559/3122783.2

of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. 1., Sept. 30,2008, at C7.

03935.61559/3122783.2

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

----------------------------------~~~

for the District of

~~~~~---------------------------------

Columbia

In re: Washington Mutual, Inc., et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No. * 08- I 2229 (MFW) u.s.
Bankruptcy Court for the District of Delaware

To: Richard F. Hohlt 7901 Kent Road Alexandria, VA 22308

Chapter

Chapter 11

o YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

DATE AND TIME

IXI YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):
Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Wei!, Gotshal & Manges, LLP 1300 Eye Street, N.W., Suite 900 Washington, D.C. 20005

DATE AND TIME

_ _ _ _ _ _ _ ,2010500 p.m.

ISSUING OFFICER SIGNATURE AND TITLE

DATE

ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER

Neil R. Lapinski, Esq. Elliott Greenleaf

1105 North Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number.

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SER VER

ADDRESS OF SER VER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (I) Avoiding Undue 8urden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropriate sanction ~ which may include lost earnings and reasonable attorney's fees ~ on a party or attorney who fails to comply. (2) Command to Produce Materials or Pennit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronicaHy stored infonnation, or tangible things, or to pennit the inspection of premises. need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, hearing, or trial. (8) Objections. A person commanded to produce documents or tangible things or to pennit inspection may serve on the party or attorney designated In the subpoena a written objection to mspecting, copying, testing or sarnpling any or all of the materials or to inspecting the premises ~ or to producing electronically stored information in the form or forms requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. I f an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance. (3) Quashing or ModifYing a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modifY a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person ~ except that, subject to Rule 45(c)(3)(8)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (Iii) requires disclosure of privileged or other protected matter, ifno exception or waiver applies; or (iv) subjects a person to undue burden. (8) When Pennitted. To protect a person subject to or affected by a subpoena, the issuing court may, on motion, quash or modifY the subpoena if It requires: (i) disclosing a trade secret or other confidential research, development, or conunercial information; (ii) disclosing an unretained expert's opinion or infonnation that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (C) SpecifYing Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(8), the court may, instead of quashing or modifYing a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated. (d) Duties in Responding to a Subpoena. (I) Producing Documents or Electronically Stored Information. These procedures apply to producing documents or electronically stored mfonnation: (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categones in the demand. (8) Form for Producing Electronically Stored Information Not Specified. Ifa subpoena does not specifY a fonn for producing electronically stored information, the person responding must produce it in a fonn or fonus in which it is ordinarily maintained or in a reasonably usable form or forms. (C) Electronically Stored Information Produced in Only One Fonn. The person responding need not produce the same electronically stored information in more than one form. (D) Inaccessible Electronically Stored Information. The person responding need not provide discovery of electronically stored infonuation from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the information IS not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources jf the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may specifY conditions for the discovery. (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed information under a claim that it is privileged or subject to protection as trial-preparation material must: (i) expressly make the claim; and Oi) describe the nature of the withheld documents, communications, or tangible things in a marmer that. without revealing information itself privileged or protected, will enable the parties to assess the claim. (8) Information Produced. If information produced in response to a subpoena is subject to a claim of privilege or of protection as trial-preparation material, the person making the claim may notifY any party that received the information of the claim and the basis for It. After being notified, a party must promptly return, sequester, or destroy the specified information and any copies it has; must not use or disclose the infonuation until the claim is resolved; must take reasonable steps to retrieve the information if the party disclosed it before being notified; and may promptly present the information to the court under seal for a determination of the claim. The person who produced the information must preserve the information until the claim is resolved. (e) Contempt. The issuing court may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(ii).

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS

The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935.61559/3143531.1

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "DC Action" refers to Washington Mutual, Inc. and WMI Investment Corp. v.

Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.).

13.

"Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts,

03935.61559/3143531.1

returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 14. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 15. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any ofthem. 17. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. 19. 20. "Governmental Unit" has the meaning set forth at 11 U.S.C. 101(27). "Including" means including but not limited to the referenced subject. "JPMC" means JPMorgan Chase Bank, National Association and JPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3143531.1

21.

"JPMC Adversary Proceeding" refers to JP Morgan Chase Bank, National

Association v. Washington Mutual, Inc., et aI., Adversary Proceeding No. 09-50551 (Bankr. D.

Del.). 22. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 27. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3143531.1

28.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 29. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25,2008. 30. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "TD Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 33. "Texas Action" refers to American Nat'l Ins. Co., et aI., v. JPMorgan Chase &

Co., et aI., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States

District Court for the District of Columbia. 34. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3143531.1

35.

"TPG Transaction" means or refers to the investment of approximately $7.2

billion into Washington Mutual on or about April 7,2008, that was described by Washington Mutual in a Form 8-K filing dated April 7, 2008. 36. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 37. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 38. "Turnover Proceeding" means WMI and WMI Investment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 39. "U.S. Congress" means or refers to the United States Senate and United States

House of Representatives, and any of their members, staff, committees, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 40. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 41. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 42. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff,

03935.6 J559/3 J4353 J. J

attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 44. "WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 45. "You" means or refers to you, Richard F. Hohlt, to whom this subpoena is

addressed, and any employee, agent, custodian, attorney, accountant, representative, and other Persons purporting to act on your behalf. 46. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope. INSTRUCTIONS Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced.

03935.61559/31435311

2.

You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (l) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author( s) or preparer( s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) The request to which the document relates;

03935.61559/3143531.1

(6)

The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed;

(7) (8)

The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including: (1) a description of the document, including the date, a summary of its contents and the identity of its author and the person( s) to whom is was sent or shown; (2) (3) the last known custodian; whether the document is missing or lost or was destroyed or discarded; (4) (5) (6) (7) the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

03935.61559/3143531.1

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1, 2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/3143531.1

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that Richard F. Hohlt produce the following documents in its possession, custody or control: 1. All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. 3. All documents concerning any agreements between You and JPMC. All documents concerning any work You performed on JPMC's behalf concerning

Washington Mutual. 4. All documents concerning any meetings and/or communications with JPMC

concerning Washington Mutual. 5. All documents concerning any meetings and/or communications with or among

JPMC, the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, SEC, U.S. Congress any other Government Unit, the media, ratings agencies, investors, and/or any third party concerning Washington Mutual. 6. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, SEC, and U.S. Congress concerning Washington Mutual, including (a) any meetings on or about March 28,2008, (b) any meetings between JPMC and the U.S. Department of the Treasury in April 2008, and/or (c) any meetings on or about July 18,2008. 7. All documents concerning Your disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties.

03935.6 J559/3 J4353 J. J

8.

All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 9. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 10. All documents concerning lPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 11. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase Washington Mutual, including but not limited to (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement between JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, the Federal Reserve, SEC

03935.61559/3143531.1

and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 12. All documents concerning any meetings and/or communications between

Washington Mutual and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, Federal Reserve, and U.S. Congress, including (a) any meetings between OTS and WMI on or about April 5,2008, (b) any meetings between Washington Mutual, OTS, and the FDIC on or about July 31, 2008, and/or (c) any communications with or among U.S. Treasury Secretary Hank Paulson and WMI Chairman and CEO Kerry Killinger and/or JPMC President and CEO Jamie Dimon regarding Washington Mutual. 13. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, Federal Reserve, and U.S. Congress, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7,2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 14. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, Federal Reserve, and U.S. Congress.

03935.61559/3143531.1

15.

All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition or investment by any entity of any stake in Washington Mutual, including any communications with or among Banco Santander, Blackstone, Carlyle, Cerberus, Citigroup, JPMC, Oak Hill, TPG, TD Bank, and/or Wells Fargo and their affiliates; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17,2007); (c) any actual, potential, or contemplated bids for Washington Mutual and/or the bidding process for Washington Mutual; (d) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (e) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf. 16. All documents concerning the potential for WMB to be seized by OTS and the

decision to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. J., Sept. 30,2008, at C7. 17. All documents concerning any OCC indication to OTS, FDIC, and/or JPMC that

"as the federal regulator of JPMorgan Chase ... it will provide its approval of the transfer of assets and liabilities [ofWMB to JPMC] on September 25,2008." See FDIC Board of Directors Resolution Board of Directors Approving JPMC's Bid for WMB, at 4.

03935.61559/3143531.1

18.

All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008.

03935.61559/3143531.1

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

--------------------------------~~~

for the District of Delaware

=~~~---------------------------------

In re: Washington Mutual, Inc., et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No.* 08-12229 (MFW) Chapter Chapter 11

To: Moody's Investors Service c/o The Corporation Trust Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808

D YOU ARE COMMANDED to appear and testily at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure. at the place. date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

~ YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date. and time specitied below (list documents or objects):

Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

DATE AND TIME

Elliott Greenleaf 1105 North Market Street, Suite 1700 Wilmin ton DE 19801

,2010500 P m

ISSUING OFFICER SIGNATURE AND TITLE

DATE

Nell R Lapinski, Esq.

ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER Ned R Lapm,." E'q
El110tt Greenlear

1105 North Market Street, Suite 17()()

Wllmmgton. DE ]9KU]
3()2~3K4"94()()

If the bankruptcy case is pending in a district other than the district in which the subpoena is Issued, state the district under the case number

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SER VER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1,2007, made applicable Federal Rules of Bankruptcy Procedure
(c) Protecting a Person Subject to a Subpoena (I) AvoidIng Undue Burden or Expense; Sanctions. A party or anomey responsible for issuing and serving a subpoena must take reasonable steps to avoid Imposing undue burden Of expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropnate sanction -- which may include lost earnings and reasonable attorney's fees - on a party or attorney who Hills to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored infonnation. or tangible things. or to permit the inspection of premises. need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, hearing, or trial. (8) Objections, A person commanded t~ produc~ documents or tangible things or to pennit mspection may serve on th~ party or attorney desIgnated m the subpoena a written objectIOn to mspecting, c.opying. testmg or sampling any or all of the materials or to inspecting the prelnlses .- or to producmg electronically stored infonnation in the fonn or fonns requested. The objection must be served before the. earlier of the time specified for compliance or 14 days afler the subpoena IS served. If an objection IS made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's otlicer from significant expense resulting from compliance (3) Quashing or ModifYing a Subpoena. (A) When RequITed On timely motion, the issuing court must quash or modify a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides. is employed. or regularly transacts business in person - except that, subject to Rule 45(c)(3)(B)(ili), the person may be commanded to attend a tnal by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, ifno exception or waiver applies; <?r (IV) subjects a person to undue burden, (B) When Permitted. To protect a person subject to or affected by a subpoena, the Issumg court may, on motlOn~ quash or modify the subpoena if II reqUIres: (I) dIsclosing a trade secret or other confidential research. development. or commercial infonnauon; (ii) disclosing an unretained expert's opinion or infonnatlOn that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend tnal (C) Specifymg Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modifying a subpoena, order appearance or production under speCIfied conditIOns if the servmg party (I) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated

In

cases under the Bankruptcy Code by Rule 9016,

(d) Duties in Responding to a Subpoena (I) Producing Documents or Electronically Stored Infonnation These procedures apply to producing documents or electronically stored infonnation: (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categones in the demand (B) Fonn for Producing ElectrOnically Stored Infonnation Not SpeCIfied If a subpoena does not specify a. fonn for productnl? electronically stored infonnat.ion, thcyerson responding must produce it In a form or fonns In which it is ordmarily maintamed or In a reasonably usable fonn or fonns. (C) ElectronIcally Stored Information Produced in Only One Fonn The person responding need not produce the same electrOnically stored mfonnatlon in more than onl! form (D) Inaccessible Electronically Stored Infonnation The person respondmg need not provide discovery of electrOnically stored infonnatton from sources that the person i~entifies as not reasonably accessible because of undue burden or cost On motion to compel dIscovery or for a protective order, the person responding must show that the infonnation IS nut reasonably accessible because of undue burden or cost. Ifth~t showing IS made, the court rna) nonetheless order discovery from such sources if the requestmg party shows good cause. considering the limitations of Rule 26(b)(2)(C). The court may specIfY condllions for the discovery. (2) Claiming Privilege or Protection. ~A) Info~nation Withheld. A person withholding subpoenaed mfonnauon under a claim that It is privlle~ed or subject to protection as tnal-preparatlOn matenalmust' (i) expressly make the claim, and (ii) describe the nature of the withheld documents. communications, or tangible things. in a manner that, without revealing infonnation itselfpnvlleged or protected, will enable the parties to assess the clann (8) Infonnation Produc~d. Ifinf:Onnation produced in response to a subI?oena is su~ject to a claim of privilege or of protection as trial-preparatIOn material, the person I,nakmg the claim may notify any party that receIved the infonnation of the claim and the basis for It After being notifi.ed. a party must promptly return, sequester,. or des~oy the specified infonnallOn and any copies It has; must not use or disclose the infonnatlon until the claim IS resolved; must take reasonable steps to retrieve the information if the party disclosed It before being notified; and may promptly present the information to the court under seal for a detenninatlOn of the claim The person who produced the information must preserve the information until the claim IS resolved. (e) Contempt. The issuing court may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena. A nonparty's faIlure to obey must be excused if the subpoena purports to re.qUlre the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(1l).

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS

The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935.61559/3138138.1

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del) (MFW). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "DC Action" refers to Washington Mutual, Inc. and WMI Investment Corp. v.

Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.).

13. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts,

03935.6\559/3\38\38.\

returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 14. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 15. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. 19. 20. "Governmental Unit" has the meaning set forth at 11 U.S.C. 101(27). "Including" means including but not limited to the referenced subject. "lPMC" means lPMorgan Chase Bank, National Association and lPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3138138.1

21.

"JPMC Adversary Proceeding" refers to JP Morgan Chase Bank, National

Association v. Washington Mutual, Inc., et al., Adversary Proceeding No. 09-50551 (Bankr. D.
Del.). 22. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 27. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

0393561559/3138138 1

28.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 29. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and lPM, dated as of September 25, 2008. 30. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "TD Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 33. "Texas Action" refers to American Nat'! Ins. Co., et a!., v. JPMorgan Chase &

Co., et aI., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States District Court for the District of Columbia. 34. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3138138.1

35.

"TPG Transaction" means or refers to the investment of approximately $7.2

billion into Washington Mutual on or about April 7, 2008, that was described by Washington Mutual in a Form 8-K filing dated April 7, 2008. 36. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 37. "Turnover Proceeding" means WMI and WMI Investment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 38. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 39. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 40. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 41. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3138138 1

42.

"WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 44. "You" means or refers to Moody's Investors Service, individually or collectively,

to whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 45. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope. INSTRUCTIONS Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced.

03935.61559/3138138.1

2.

You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (1) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author(s) or preparer(s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) The request to which the document relates;

03935 61559/3138138.1

(6)

The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed;

(7)

The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

(S)

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. S. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including:
(l)

a description of the document, including the date, a summary of its contents and the identity of its author and the person(s) to whom is was sent or shown;

(2) (3)

the last known custodian; whether the document is missing or lost or was destroyed or discarded;

(4) (5) (6)

(7)

the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

03935.61559/3138138.1

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1,2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/3138138.1

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that Moody's produce the following documents in its possession, custody, or control:

1.

All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning any communications with or among JPMC, the FDIC

or any other Government Unit, other ratings agencies, the media, investors, and/or any third party regarding Washington Mutual. 3. All documents concerning any meetings with or among JPMC, the FDIC, and/or

any third party regarding Washington Mutual. 4. All documents concerning any meetings with JPMC in or about March 2008,

April 2008, and/or September 2008. 5. All documents, including any presentations, provided to You by JPMC, the FDIC,

and/or any third party concerning Washington Mutual. 6. All documents concerning any analysis of WMI's and/or WMB's

credi tworthiness. 7. All documents concerning any actual or potential credit ratings for Washington

Mutual and/or JPMC. 8. All documents concerning any actual or potential credit ratings for Washington

Mutual and/or JPMC provided by You to JPMC in or about September 2008. 9. All documents concerning any consideration of downgrading, or decision to

downgrade, the credit ratings of any Washington Mutual entity, whether regular or unscheduled.

03935.61559/3138138 1

10.

All documents concerning any consideration of upgrading, or decision to upgrade,

the credit ratings of any Washington Mutual entity, whether regular or unscheduled. 11. All documents concerning any consideration of taking no action, or any decisions

to take no action, with respect to the credit ratings of any Washington Mutual entity, whether regular or unscheduled. 12. All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to You or other ratings agencies, any Governmental Unit, the media, investors, and/or any third parties. 13. All documents concerning any effect JPMC's disclosure of any Washington

Mutual information, or disclosure of any information about Washington Mutual had on any consideration or to decision to downgrade, upgrade, or take no action with respect to the credit ratings of any Washington Mutual entity, whether regular or unscheduled. 14. All documents, including communications with JPMC, concerning JPMC's

consideration of and/or decision to negotiate, discuss, participate, or work with the FDIC in conjunction with any potential Transaction. 15. All documents, including communications with JPMC, concerning JPMC's

consideration of and/or decision not to negotiate, discuss, participate, or work with Goldman Sachs and/or Morgan Stanley in conjunction with any potential Transaction. 16. 17. All documents concerning the FDIC's bid process for Washington Mutual. All documents concerning any effort by JPMC to negotiate, discuss, participate,

or work with the FDIC "to design bidding parameters that would suit JPMC's needs, and which would rule out other potential bidders" and/or "to sell assets of Washington Mutual without an adequate or fair bidding process." See Texas Action Complaint at ~~ 25, 32.

03935.61559/3138138. I

18.

All documents concerning Your and/or any other entity's access to Washington

Mutual information, including any terms or conditions applicable to such access. 19. 20. All documents concerning any due diligence concerning Washington Mutual. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition, purchase, or investment by any entity of any stake in or portion of Washington Mutual; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17, 2007); (c) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of 2008; (d) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (e) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf. 21. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 22. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited

03935.61559/3138138.1

to, the placement or employment of Stephen 1. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at,-r 38. 23. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7,2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 24. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, and Federal Reserve. 25. All documents concerning the potential for WMB to be seized by OTS and the

decision or plans to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. J., Sept. 30,2008, at C7.

03935.61559/3138138 I

B254 (Form 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

for the

District of

Delaware --------------------------------------------

In re: Washington Mutual, Inc., et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No.* 08-12229 (MFW) Chapter Chapter 11

To: PricewaterhouseCoopers c/o RL&F Service Corp ONE RODNEY SQUARE 10TH FL. TENTH & KING STS. P.O. BOX 551 Wilmington, DE 19801

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
Pl.ACE OF TESTIMONY

I DAn, AND "Me

IXl YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):
Please see First Request for Production of Documents, attached hereto as "Exhibit A."

Pl.ACE Elliott Greenleaf

DATEANDTIME _ _ _ _ _ _ _ _ _" 2010 5.00 P m

1105 North Market Street, Suite 1700 Wilmington, DE 19801

ISSUING OFFICER SIGNATURE AND TITLE

DATE

Neil R. Lapmski, Esq. ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER Neil R. Lapinski, Esq Elliott Greenleaf 1105 North Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number.

B254 (Form 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SER VICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SERVER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure
(c) Protecting a Person Subject to a Subpoena (I) AVOIding Undue Burden or Expense, Sanctions. A party or attorney responsible for Issuing and serving a subpoena must take reasonable steps to avoid Imposing undue burden or expense on a person subject to the s~bpoena. The issuing court must enforce thiS duty and Impose an appropriate sanction ~ which may Include lost earnings and reasonable attorney's fees - on a party or attorney who fails to comply (2) Command to Produce Materials or Penn it Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored infonnation, or tangible thmgs, or to permit the inspectIOn of premises. need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, hearing, or tnal (8) Objections, A person commanded to produce documents or tangible things or to pennit inspection. may serve on th~ party or attorney designated in the su~poena a .written objection to inspecting, copying, testmg or samphng any or all of the matenals or to Inspecting the premises - or to producing electronically stored infonnation in the fonn or fonns requested. The objection must be served before. the earlier of the time specified for compliance or 14 days after the subpoena is served, If an objectIOn is made, the following rules apply: (i) At any time, on n~tice to the comm~nded person, the serving party may move the Issuing court for an order compelling production or Inspection, (ii) These acts may be required only as dlfected in the order, and the order must protect a person who is neither a party nor a party's oflicer from significant expense resulting from compliance, (3) Quashins or ModifYing a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modify a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person ~- except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a tnal by trave1mg from any such place within the state where the trIal IS held; (iii) requires disclosure of privileged or other protected matter, ifno exceptIOn or waiver applies; or (iv) subjects a person to undue burden. (B) When Pennitted. To protect a person subJect to or affected by a subpoena, the issuing court may, on motion, quash or modifY the subpoena if It requITes: (i) disclosing a trade secret or other confidential research, development, or commercial infonnation; (il) disclosing an unretained expert's opinion or infonnation that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who IS neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (C) SpecltYmg Conditions as an Alternative, In the clTcumstances described in Rule 45(c)(3 )(13), the court may, instead of quashing or modifying a subpoena, order appearance or production under specified conditions If the servlllg party (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated. (d) Duties in Respondmg to a Subpoena. (I) Produclllg Documents or Electronic~lIy Stor~d Infonnation. "Illese procedures apply to producing documents or electronically stored mfonnatlon' (A) Documents A person responding to a subpoena to produce documents must produce them as they are kept I~ the ordinary course of bus mess or must organize and label tht:1n to correspond to the categones In the demand. (B) Form for Producing Electronically Stored Infonnation Not Specified If a subpoena does not specifY a form for producin~ electrolllcally stored info~nation, the person responding must produce It In a form or forms In which It IS ordinarily mamtamed or in a reasonably usable fonn or fonns (C) Electronically Stored InformatIOn Produced in Only One Fonn The person responding need not produce the same electrOnically stored infonnation In more than ont: form (D) Inaccessible Electrolllcally Stored Infonnation. The person responding need not provide discovery of elec~onically stored mfonnation from sources th~t the person identifies as not reasonably accessible because ofundu,e burden or cost. On molion to compel discovery or for a protective order, the person respondmg must show that the infonnation IS not reasonably accessible because of undue burden or cost. If that shOWing IS made, the court may nonetheless order discovery from such sources if the requesting party shows s;ood cause, considering the limitations of Rule 26(b)(2)(C). The court may speCIfy condillons for the discovery, (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed tnfOnllallon under a claim that it is privileged or subject to protection as trial-preparatIOn matenal must (i) expressly make the claim; and (ii) describe the nature of the withheld documents, communu.;atlons, or tangible things in a manner that, without revealing intonnation itself pnvlleged or protected, will enable the parties to assess the claim. (8) Infonnation Produc~d. Ifinfonnation produced m response to a subpoena IS subject to a claim of privilege or of protection as trial-preparation material, the person making the claim may notilY any party that received the information of the claim and the basis for it. Aner being notified, a party must promptly return, sequester, or destroy the specified infonnation and any copies it has; must not use or disclose the infonnation until the claim is resolved; must take reasonable steps to re~ieve the information if the party disclosed it before being notified, and Illay promptly present the mformation to the court under seal for a detennination of the clallll The person who produced the information must preserve the information until the claim is resolved (e) Contempt. The issuing court may hold in contempt a person who, having been served, Huis without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena purports to require the nonparty to attend or produce at a place outSIde the limits of Rule 45(c)(3 )(A)(ii).

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS

The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del). 5. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 6. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 7. "DC Action" refers to Washington Mutual, Inc. and WMI Investment Corp. v.

Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.).

8. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from

03935.61559/3123424.2

which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts, returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 9. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 10. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 11. 12. 13. "Governmental Unit" has the meaning set forth at 11 U.S.C. 101(27). "Including" means including but not limited to the referenced subject. "JPMC" means JPMorgan Chase Bank, National Association and JPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3123424.2

14.

"JPMC Adversary Proceeding" refers to JPMorgan Chase Bank, National

Association v. Washington Mutual, Inc., et al., Adversary Proceeding No. 09-50551 (Bankr. D.

Del.). 15. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. "RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 19. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 20. "Texas Action" refers to American Nat/I Ins. Co., et aI., v. JPMorgan Chase &

Co., et aI., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States

District Court for the District of Columbia. 21. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/31234242

22.

"TPG Transaction" means or refers to the investment of approximately $7.2

billion into Washington Mutual on or about April 7,2008, that was described by Washington Mutual in a Form 8-K filing dated April 7, 2008. 23. "Transaction" means or refers to any means by which lPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 24. "Turnover Proceeding" means WMI and WMllnvestment Corp. v. iP Me, No. 09-

50934 (Bankr. D. Del.). 25. "U.S. Department of the Treasury" means or refers to the U.S. Department of

the Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 27. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 28. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on

03935.61559/3123424.2

its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 29. "WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 30. "You" means or refers to PricewaterhouseCoopers, individually or collectively, to

whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 31. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope. INSTRUCTIONS Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced. 2. You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to

039356 J 559/3 J 23424.2

be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (l) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author(s) or preparer(s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) (6) The request to which the document relates; The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed; (7) (8) The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

03935.61559/3123424.2

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including: (1) a description of the document, including the date, a summary of its contents and the identity of its author and the person(s) to whom is was sent or shown; (2) (3) the last known custodian; whether the document is missing or lost or was destroyed or discarded; (4) (5) (6)
(7)

the date ofloss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor.

03935.61559/3123424.2

10.

Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1,2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

0393561559/3123424.2

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that PricewaterhouseCoopers produce the following documents in its possession, custody or control:
1.

All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning communications with or among JPMC, the FDIC, the

media, ratings agencies, investors, and/or any third party concerning Washington Mutual. 3. All documents concerning any assessment, evaluation, or analysis of Washington

Mutual and/or JPMC. 4. All documents concerning any assessment, evaluation, or analysis of any actual,

potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase Washington Mutual. 5. All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to You, any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 6. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 7. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington

03935.61559/3123424.2

Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen 1. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 8. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase Washington Mutual, including but not limited to (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement between JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, the Federal Reserve, SEC and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 9. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, and Federal Reserve, concerning Washington Mutual. 10. All documents concerning the potential for WMB to be seized by OTS and the

decision to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure

03935.61559/3123424.2

of its assets was likely" and that the FDIC "would want to immediately auction off[WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. 1., Sept. 30,2008, at C7.

039356 J 559/3 J 23424.2

8254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

--------------------------------~~

for the District of

~~~~--------------------------------

Delaware

In re: Washington Mutual, Inc,. et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No.* 08-12229 (MFW) Chapter Chapter 11

To: Standard and Poor's Corporation c/o The Prentice Hall Corporation System, Inc., 2711 Centerville Road, Suite 400, Wilmington, DE 19808

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE Of TESTIMONY

[XJ YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):
Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Elliott Greenleaf 1105 North Market Street, Suite 1700 Wilmington, DE 19801

DATE AND TIME

,20105.00 p.m

ISSUING OFFICER SIGNATURE AND TITLE

DATE

ISSUING OFFICER'S NAME, ADDRESS. AND PHONE NUMBER

Nell R. Lapmski, Esq Ell lott Greenleaf

I 105 North Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is Issued, state the district under the case number

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SER VER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (I) Avoiding Undue 6urden or Expense; Sanctions A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to aVOid Imposmg undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropriate sanctIOn - which may include lost earnings and reasonable attorney's fees ~ on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored infonnation, or tangible things, or to permit the inspection of premises, need not appear in person at the place of production or Inspection unless also commanded to appear for a deposition, hearing, or trial (8) Objections. A person commanded to produce documents or tangible things or to pen:nit Inspection may sen.re on th~ party or att?mey designated in the subpoena a written objectIOn to Inspecting, copying, testing or sampling any or all of the materials or to inspecting the premi~es - or to prodUCing electronically stored Infonnati?n in the fonn <:>r fonns requested. The objection must be served before the earlier of the time specified for co.mpllance or 14 days after the subpoena IS served. If an objection is made, the following rules apply (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling productIOn or inspection (ii) These acts may be reqUired only as directed In the order, and the order must protect a person who is neither a party nor a party's oflicer from Significant expense resulting from compliance (3) Quashin~ or Moditying a Subpoena (A) When Required. On timely mOtion, the issuing court must quash or modifY a subpoena that: (i) fails to allow a reasonable lIIne to comply; (ii) requires a person who IS neither a party nor a party's officer to travel more than 100 miles from where that person resides, IS employed. or regularly transacts business in person- except that, subject to Rule 45(c)(3)(6)(ili), the person may be commanded to attend a trial by traveling from any such place wIthin the state where the trial is held; (iii) reqUIres disclosure of privileged or other protected matter, l1'no exception or waiver applies; or (iv) subjects a person to undue burden (6) When Permitted. To protect a person subject to or affected by a subpoena. the issuing court may, on motion, quash or modify the subpoena Ifu requires: (i) disclosing a trade secret or other confidential research, development, or commercial informatIOn. (ii) disclosing an unretamed expert's opinion or infonnatlon that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's oflicer to Incur substantial expense to trave! m.ore than 100 miles to attend t.nal (e) Specifying Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(6), the court may, instead of quashing or modifying a subpoena, order appearance or production under specified conditions if the serving party (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (il) ensures that the subpoenaed person Will be reasonably compensated. (d) Duties In Responding to a Subpoena. (I) Producing Documents or Electronically Stored Infonnation These procedures apply to producing documents or electronically stored infonnation (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of bus mess or must organize and label them to correspond to the categones in the demand. (6) Fonn for Producing Electronically Stored Infonnation Not Specified If a subpoena does not specify a. fonn for producin~ electronically stored infonnation. the person responding must produce 11 m a fonn or forms m which illS ordinarily maintained or In a reasonably usable fonn or fonns (C) Electronically Stored Information Produced III Only One Fonn. The person responding need not produce the same electronically stored infonnation in more than one form (D) Inaccessible Electronically Stored Infonnation. The person responding need not provide discovery of electroOically stored infonnation from sources that the person identities as not reasonably accessible because of undue burden or cost. On motIOn to compel discovery or for a protective order, the person responding must sho~ that the infonnation IS not reasonably accessible because of undue burden or cost. If that showmg is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considenng the limitations of Rule 26(b)(2)(C). The court may specity conditions for the discovery (2) Claiming Privilege or Protection. (A) Infonnation Withheld. A perso~ withholding subpoenaed infonnation under a claIm that It IS priVileged or subject to protection as tnal-preparatlOn material must" (i) expressly make the claIm; and (ii) describe the nature of the withheld documents, communications, or tangible things in a manner that. without revealing infonnation itself privileged or protected. Will enable the parties to assess the clallll (8) Infonnatlon Produced. Ifinfonnation produced In response to a subpoena IS su~jcct to a claim of privilege or ofl?rotection as trial~preparatjon matenai, the person making the clallll may notify any party that received the mfonnatlOn of the c1alln and the baSIS for H. Aller being n<?tified. a party must promptly return, sequester, or destroy the spe~lfied infonnatlOn and any copies It has; must .110t use ,;,r dlsclo~e the InfonnatlOn until the claim IS r~solved, must take reasonable steps to retrieve the informatIOn If the party dIsclosed It before being notified, and may promptly present the information to the court under seal for a detennination of the claim The person who produced the information must preserve the information until the clalln IS resolved (e) Contempt The issumg court may hold in contempt a person who, haVing been served, falls without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused If the subpoena purports to requITe the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3 )(A)(ii).

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935.61559/31381611

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del) (MFW). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "DC Action" refers to Washington Mutual, Inc. and WMI Investment Corp. v.

Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.).

13. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts,

0393561559/31381611

returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 14. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 15. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. 19. 20. "Governmental Unit" has the meaning set forth at 11 U.S.c. 101(27). "Including" means including but not limited to the referenced subject. "JPMC" means JPMorgan Chase Bank, National Association and JPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3138161 I

21.

"JPMC Adversary Proceeding" refers to iP Morgan Chase Bank, National

Association v. Washington Mutual, Inc., et at., Adversary Proceeding No. 09-50551 (Bankr. D.
Del.). 22. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 27. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3138161 I

28.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 29. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 30. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "TO Bank" means TO Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 33. "Texas Action" refers to American Nat'l Ins. Co., et al., v. jPMorgan Chase &

Co., et aI., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States District Court for the District of Columbia. 34. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935 61559/3138161 .1

35.

"TPG Transaction" means or refers to the investment of approximately $7.2

billion into Washington Mutual on or about April 7, 2008, that was described by Washington Mutual in a Form 8-K filing dated April 7, 2008. 36. "Transaction" means or refers to any means by which lPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 37. "Turnover Proceeding" means WMI and WMllnvestmenl Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 38. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 39. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 40. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 41. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3138161.1

42.

"WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 44. "Y ou" means or refers to Standard and Poor's Corporation, individually or

collectively, to whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 45. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope. INSTRUCTIONS Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced.

03935.61559/3138161 I

2.

You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control ifit is in your physical custody, or ifit is in the physical custody of any other person and you: (1) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author(s) or preparer(s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) The request to which the document relates;

03935.61559/3138161 1

(6)

The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed;

(7) (8)

The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including: (1) a description of the document, including the date, a summary of its contents and the identity of its author and the person(s) to whom is was sent or shown; (2) (3) the last known custodian; whether the document is missing or lost or was destroyed or discarded; (4) (5) (6) (7) the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

03935.61559/3138161 1

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1,2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/3138161.1

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that S&P produce the following documents in its possession, custody, or control:

1.

All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning any communications with or among JPMC, the FDIC

or any other Government Unit, other ratings agencies, the media, investors, and/or any third party regarding Washington Mutual. 3. All documents concerning any meetings with or among JPMC, the FDIC, and/or

any third party regarding Washington Mutual. 4. All documents concerning any meetings with JPMC in or about March 2008,

April 2008, and/or September 2008. 5. All documents, including any presentations, provided to You by JPMC, the FDIC,

and/or any third party concerning Washington Mutual. 6. All documents concerning any analysis of WMI's and/or WMB's

creditworthiness. 7. All documents concerning any actual or potential credit ratings for Washington

Mutual and/or JPMC. 8. All documents concerning any actual or potential credit ratings for Washington

Mutual and/or JPMC provided by You to JPMC in or about September 2008. 9. All documents concerning any consideration of downgrading, or decision to

downgrade, the credit ratings of any Washington Mutual entity, whether regular or unscheduled.

03935.61559/3138161 1

10.

All documents concerning any consideration of upgrading, or decision to upgrade,

the credit ratings of any Washington Mutual entity, whether regular or unscheduled. 11. All documents concerning any consideration of taking no action, or any decisions

to take no action, with respect to the credit ratings of any Washington Mutual entity, whether regular or unscheduled. 12. All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to You or other ratings agencies, any Governmental Unit, the media, investors, and/or any third parties. 13. All documents concerning any effect JPMC's disclosure of any Washington

Mutual information, or disclosure of any information about Washington Mutual had on any consideration or to decision to downgrade, upgrade, or take no action with respect to the credit ratings of any Washington Mutual entity, whether regular or unscheduled. 14. All documents, including communications with JPMC, concerning JPMC's

consideration of and/or decision to negotiate, discuss, participate, or work with the FDIC in conjunction with any potential Transaction. 15. All documents, including communications with JPMC, concerning JPMC's

consideration of and/or decision not to negotiate, discuss, participate, or work with Goldman Sachs and/or Morgan Stanley in conjunction with any potential Transaction. 16. 17. All documents concerning the FDIC's bid process for Washington Mutual. All documents concerning any effort by JPMC to negotiate, discuss, participate,

or work with the FDIC "to design bidding parameters that would suit JPMC's needs, and which would rule out other potential bidders" and/or "to sell assets of Washington Mutual without an adequate or fair bidding process." See Texas Action Complaint at ~~ 25, 32.

0393561559/3138161 I

18.

All documents concerning Your and/or any other entity's access to Washington

Mutual information, including any terms or conditions applicable to such access. 19. 20. All documents concerning any due diligence concerning Washington Mutual. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition, purchase, or investment by any entity of any stake in or portion of Washington Mutual; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17,2007); (c) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of 2008; (d) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (e) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf. 21. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 22. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited

03935.61559/31381611

to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 23. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7,2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 24. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, and Federal Reserve. 25. All documents concerning the potential for WMB to be seized by OTS and the

decision or plans to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. J., Sept. 30,2008, at C7.

03935.61559/31381611

Requests in Adversary Proceedings - Topics Other Than Business Torts - to Be Served via Subpoena 26. All documents concerning the financial condition, valuation, liquidity, balance

sheet, asset quality, creditworthiness, capital adequacy, loan reserves, and/or solvency of Washington Mutual, WMI, WMB and WMB fsb, including all documents concerning any such information provided to You by JPMC, the FDIC, or any third parties. 27. assets thereof. 28. fsb. 29. All documents concerning any actual or contingent budget or business or financial All documents concerning the financial operations of WMI, WMB, and/or WMB All documents concerning the value of Washington Mutual, or any portion or

plan for Washington Mutual, WMI, WMB or WMB fsb. 30. All documents concerning any statements or representations by WMI as a "source

of strength" for WMB, including, but not limited to, any communications with any Government Unit or any auditor, investor, or rating agency. 31. All documents concerning Washington Mutual considering or actually filing for

bankruptcy protection. 32. 33. All documents concerning the P&A Agreement. All documents concerning any assessment, evaluation, or analysis of the

consideration provided and received by JPMC under the P&A Agreement, including but not limited to JPMC's assumption of any of WMB's assets and/or liabilities. 34. All documents concerning any assessment, evaluation, or analysis of the

Purchase Price, including documents concerning JPMC's knowledge or consideration of the

03935.61559/3138161 I

relative value of the Purchase Price to the value of the net assets acquired pursuant to the P&A Agreement. 35. All documents concerning JPMC's statement in its Form 10-K for the period

ending December 31, 2008 that "the fair value of the net assets [of WMB] acquired exceeded the purchase price .... " 36. All documents concerning JPMC's first quarter 2009 announcement that it stands

to realize a $29 billion gain on WMB assets it purchased pursuant to the P&A Transaction. 37. All documents concerning any of the Disputed Assets, including:

(a) any internal communications or communications with or among JPMC, Washington Mutual, and/or any third party related to the Disputed Assets; (b) all documents concerning ownership of the Disputed Assets, including whether any of the Disputed Assets were owned by the Debtors, WMB, or WMB fsb; and (c) all documents concerning JPMC's accounting treatment of the Disputed Assets. 38. For the period January 1, 2006 to date, all documents and communications

concerning the Trust Securities, including OTS's declaration on or about September 25, 2008 that an Exchange Event had occurred. 39. All documents concerning the Deposit Accounts, including all documents

concerning any assessment, evaluation, consideration, or analysis concerning whether the Deposit Accounts were owned by the Debtors, WMB, WMB fsb, JPMC, or by any other person or entity. 40. All documents concerning the Capital Contributions, including all documents

concerning any assessment, evaluation, consideration, or analysis concerning whether the Capital

0393561559/3138161 I

Contributions were owned by the Debtors, WMB, WMB fsb, JPMC, or by any other person or entity. 41. All documents concerning communications with Washington Mutual, JPMC, the

FDIC, or any third party from September 25,2008 to date concerning (a) the Chapter 11 case, (b) the DC Action, (c) the Adversary Proceedings, (d) the Texas Action (e) WMI's claims submitted in the FDIC receivership, or (f) other actual or potential proceedings against WMI and/or JPMC.

03935.61559/3138161.1

8254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _..:.;fo::.,:r..,:t;.;..:..:;he

District of

D=el:,::a:..;,.w;.:a::,.re::....-_ _ _ _ _ _ _ _ _ _ _ _ _ _ __

In re: Washington Mutual, Inc., et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No.* 08-12229 (MFW) Chapter Chapter 11

To: T.D. Bank, N.A. 2035 Limestone Road, Wilmington, DE 19808 c/o Alexander Bono Duane Morris LLP 30 South 17th St Philadelphia, PA 19103

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

[Xl YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):

Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Elliott Greenleaf 1105 North Market Street, Suite 1700 Wilmington, DE 19801

DATE AND TIME

,2010500 p.m

ISSUING OFFICER SIGNATURE AND TITLE

DATE

Neil R. Lapinski, Esq. ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER Neil R Lapinski, Esq. Ell iolt Greenleaf 1105 North Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number.

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER
I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SERVER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (I) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropriate sanction - which may include lost earnings and reasonable attorney's fees - on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored information, or tangible things, or to permit the inspection of premises, need not appear in person at the place of production or inspection unless also corrunanded to appear for a deposition, hearing, or trial. (B) Objections. A person commanded to produce documents or tangible things or to permit inspection may serve on the party or attorney designated in the subpoena a written objection to Inspecting, copying, testing or sampling any or all of the materials or to inspecting the premises - or to producing electronically stored information in the form or forms requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. I f an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance. (3) Quashin~ or ModifYing a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modifY a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person - except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, if no exception or waiver applies; or (iv) subjects a person to undue burden. (B) When Permitted. To protect a person subject to or affected by a subpoena, the issuing court may, on motion, quash or modify the subpoena if it requires: (i) disclosing a trade secret or other confidential research, development, or commercial information; (ii) disclosing an unretained expert's opinion or information that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (C) SpecifYing Conditions as an Alternative. In the circumstances described in Rule 45( c)(3)(B), the court may, instead of quashing or modifYing a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated. (d) Duties in Responding to a Subpoena. (I) Producing Documents or Electronically Stored Information. These procedures apply to producing documents or electronically stored mformation: (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or Inust organize and label them to correspond to the categones in the demand. (B) Form for Producing Electronically Stored Information Not Specified. If a subpoena does not specifY a form for producing electronically stored information, the person responding must produce it in a form or forms m which it is ordinarily maintained or in a reasonably usable form or forms. (C) Electronically Stored Information Produced in Only One Form. The person responding need not produce the same electronically stored information in more than one form. (D) Inaccessible Electronically Stored Information. The person responding need not provide discovery of electronically stored information from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the information IS not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources ifthe requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may specIfY conditions for the discovery. (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed information under a claim that it is privileged or subject to protection as trial-preparation material must: (i) expressly make the claim; and Oi) describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will enable the parties to assess the claim. (B) Information Produced. If information produced in response to a subpoena is subject to a claim of privilege or of protection as trial-preparation material, the person making the claim may notifY any party that received the information of the claim and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and any copies it has; must not use or disclose the mfonnation until the claim is resolved; must take reasonable steps to retrieve the information if the party disclosed it before being notified; and may promptly present the information to the court under seal for a detennination of the claim. The person who produced the information must preserve the information until the claim is resolved. (e) Contempt. The issuing court may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(ii).

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS

The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935.61559/3138410.1

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del) (MFW). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts, returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles,

03935.61559/3138410.1

releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 13. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 14. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 15. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. 18. 19. "Governmental Unit" has the meaning set forth at 11 U.S.c. 101(27). "Including" means including but not limited to the referenced subject. "JPMC" means JPMorgan Chase Bank, National Association and JPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3138410.1

20.

"JPMC Adversary Proceeding" refers to JPMorgan Chase Bank, National

Association v. Washington Mutual, Inc., et al., Adversary Proceeding No. 09-50551 (Bankr. D.

Del.). 21. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 22. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3138410.1

27.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 28. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25,2008. 29. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 30. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "TD Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "Texas Action" refers to American Nat'l Ins. Co., et aI., v. JPMorgan Chase &

Co., et al., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States

District Court for the District of Columbia. 33. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3138410.1

34.

"TPG Transaction" means or refers to the investment of approximately $7.2

billion into Washington Mutual on or about April 7, 2008, that was described by Washington Mutual in a Form 8-K filing dated April 7, 2008. 35. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 36. "Turnover Proceeding" means WMI and WMI Investment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 37. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 38. "Washington DC Action" refers to Washington Mutual, Inc. and WMI Investment

Corp. v. Federal Deposit Insurance Corporation, No. 1:09-cv-00533 (D.D.C.).

39.

"Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 40. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 41. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or

03935.61559/3138410.1

purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 42. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 44. "You" means or refers to TD Bank, N.A., individually or collectively, to whom

this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 45. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope.
INSTRUCTIONS

Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced.

03935.61559/3138410.1

2.

You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (1) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document:
(1)

The date of the document; The title of the document; The name of its author( s) or preparer( s) and an identification by employment and title of each such person;

(2) (3)

(4)

The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person;

(5)

The request to which the document relates;

03935.61559/3138410.1

(6)

The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed;

(7) (8)

The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7.
If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8.
If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including:
(1)

a description of the document, including the date, a summary of its contents and the identity of its author and the person( s) to whom is was sent or shown;

(2) (3)

the last known custodian; whether the document is missing or lost or was destroyed or discarded;

(4) (5) (6) (7)

the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

03935.61559/3138410.1

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1, 2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/3138410.1

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that TD Bank, N.A., produce the following documents in its possession, custody or control: 1. All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning any Washington Mutual board of directors meeting

attended by You. 3. All documents concerning any communications with or among JPMC, the FDIC,

the media, ratings agencies, investors, and/or any third party regarding Washington Mutual. 4. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition, purchase, or investment by any entity of any stake in or portion of Washington Mutual; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17,2007); (c) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of 2008; (d) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (e) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf.

03935.61559/3138410.1

5.

All documents concerning any actual or possible merger with Washington

Mutual, or any actual or possible purchase or investment by any entity of any stake in or portion of Washington Mutual. 6. All documents, including communications with or among Washington Mutual,

JPMC, the FDIC, any Government Unit and/or any third party, concerning Your and/or any other entity's interest in merging with, investing in, or purchasing any stake in or portion of Washington Mutual. 7. All documents concerning JPMC's knowledge of Your and/or any other entity's

interest in potentially merging with, investing in, or purchasing any stake in or portion of Washington Mutual. 8. All documents concerning any actual, potential, or contemplated bid, term sheet,

offer, or other expression of interest from You and/or any other entity to merge with, invest in, or purchase any stake in or portion of Washington Mutual. 9. All documents concerning Washington Mutual's consideration or evaluation of

any bid, term sheet, offer, or other expression of interest from You and/or any other entity to merge with, invest in, or purchase any stake in or portion of Washington Mutual. 10. All documents concerning Your and/or any other entity's access to Washington

Mutual information. 11. All documents concerning any due diligence concerning Washington Mutual

performed by You or any other entity. 12. All documents concerning Washington Mutual provided to You by JPMC, the

FDIC, and/or any third party.

03935.61559/3138410.1

13.

All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to You, any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 14. All documents concerning any effect JPMC's disclosure of any Washington

Mutual information, or disclosure of any information about Washington Mutual had on any actual, potential, or contemplated bid, term sheet, offer, or other expression of interest to merge with, invest in, or purchase any stake in or portion of Washington Mutual. 15. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 16. All documents concerning the FDIC's bid process for Washington Mutual,

including (a) documents sufficient to demonstrate when You and/or any other entity first became aware of the FDIC's bid process for Washington Mutual, (b) Your or any other entity's consideration of whether to submit a bid, and/or (c) all documents concerning any draft, potential, or actual bids submitted to the FDIC. 17. All documents concerning any effort by JPMC to negotiate, discuss, participate,

or work with the FDIC "to design bidding parameters that would suit JPMC's needs, and which would rule out other potential bidders" and/or "to sell assets of Washington Mutual without an adequate or fair bidding process." See Texas Action Complaint at ~~ 25,32. 18. All documents concerning Citigroup's bid for Washington Mutual submitted to

the FDIC on or about September 24, 2008.

03935.61559/3138410.1

19.

All documents concerning the following statement, in form or in substance, from

Citigroup to the FDIC: "We recognize that our approach does not conform to the bidding instructions for Washington Mutual. We believe, however, that our suggested approach will in fact provide greater systemic ability and lower losses than would any conforming bid. '" [W]e would expect that, consistent with the FDIC's statutory obligation under the 'least-cost' test, this construct would be offered to all potential bidders in a new round of bidding." See Citigroup Bid Letter to FDIC, at 4. 20. All documents concerning the FDIC's analysis, evaluation, and/or consideration

of any bids concerning Washington Mutual (including Citigroup's bid), including whether or not to open a new round of bidding. 21. All documents concerning the potential for WMB to be seized by OTS and the

decision or plans to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. J., Sept. 30, 2008, at C7. 22. All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008. 23. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington

03935.61559/3138410. I

Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 24. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase Washington Mutual, including (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement with or among JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, the Federal Reserve, the SEC, and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 25. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, the SEC, and Federal Reserve, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7, 2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by

03935.61559/3138410.1

OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 26. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, and Federal Reserve. 27. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, and Federal Reserve, concerning Washington Mutual including (a) any meetings on or about March 28,2008, (b) any meetings between JPMC and the U.S. Department of the Treasury in April 2008, and/or (c) any meetings on or about July 18, 2008.

03935.61559/3138410.1

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

--------------------------~~~~~~~

for the Southern District of

~~~~~----------------------------------

New York

In re: Washington Mutual, Inc., et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No. * 08-12229 (MFW) u.s. Chapter Chapter 11
Bankruptcy Court for the District of Delaware

To: Toronto Dominion Bank, 31 West 52nd Street, New York, NY 10019 c/o Alexander Bono Duane Morris LLP 30 South 17th St Philadelphia, PA 19103

D YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

I DAT1i AND TIME

IXI YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):
Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Quinn Emanuel Urquhart Oliver & Hedges LLP 51 Madison Avenue, 22nd Floor New York, NY 10010

DA TE AND TIME

_ _ _ _ _ _ _ _ ,2010500 p.rn.

ISSUING OFFICER SIGNATURE AND TITLE

ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER

Neil R. Lapinski, Esq. Ell iott Greenleaf

1105 North Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number.

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SERVER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (I) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropriate sanction - which may include lost earnings and reasonable attorney's fees - on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored information, or tangible things, or to pennit the inspection of premises, need not appear ~n person at the place of production or inspection unless also commanded to appear for a deposition, hearing, or trial. (B) Objections. A person commanded to produce documents or tangible things or to permit inspection may serve on the party or attorney designated in the subpoena a written objection to mspecting, copying, testing or sampling any or all of the materials or to inspecting the premises - or to producing electronically stored infonnation in the fonn or fonns requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. I f an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance. (3) Quashing or ModilYing a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modilY a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person - except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, if no exception or waiver applies; or (iv) subjects a person to undue burden. (B) When Pennitted. To protect a person subject to or affected by a subpoena. the issuing court may, on motion, quash or modify the subpoena if a requires: (i) disclosing a trade secret or other confidential research, development, or commercial information; (ii) disclosing an unretained expert's opinion or infonnation that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (e) SpecilYing Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(8), the court may, instead of quashing or modilYing a subpoena, order appearance or production under specified conditions ifthe serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated. (d) Duties in Responding to a Subpoena. (I) Producing Documents or Electronically Stored Information. These procedures apply to producing documents or electronically stored infonnation: (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categones in the demand. (B) Form for Producing Electronically Stored Information Not Specified. If a subpoena does not specilY a form for producing electronically stored information, the person responding must produce it in a form or foons in which It is ordinarily maintained or in a reasonably usable form or forms. (C) Electronically Stored Information Produced in Only One Form. The person responding need not produce the same electronically stored infonnation in more than one form. (D) Inaccessible Electronically Stored Information. The person responding need not provide discovery of electronically stored information from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the infonnation is not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may specilY conditions for the discovery. (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed information under a claim that it is privile~ed or subject to protection as trial~preparation material must: (i) expressly make the claim; and (ii) describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will enable the parties to assess the claim. (B) Information Produced. If information produced in response to a subpoena is subject to a claim of privilege or of protection as trial-preparation material, the person making the claim may notilY any party that received the information of the claim and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and any copies it has; must not use or disclose the infonnation until the claim is resolved; must take reasonable steps to retrieve the information if the party disclosed it before being notified; and may promptly present the information to the court under seal for a detennination of the claim. The person who produced the infoonation must preserve the information until the claim is resolved. (e) Contempt. The issuing court may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused ifthe subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 4S(c)(3)(A)(il).

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS

The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935.61559/3218984.1

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del) (MFW). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts, returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles,

03935.61559/3218984.1

releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 13. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 14. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 15. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. 18. 19. "Governmental Unit" has the meaning set forth at 11 U.S.C. 101(27). "Including" means including but not limited to the referenced subject. "JPMC" means JPMorgan Chase Bank, National Association and JPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3218984.1

20.

"JPMC Adversary Proceeding" refers to JPMorgan Chase Bank, National

Association v. Washington Mutual, lnc., et al., Adversary Proceeding No. 09-50551 (Bankr. D. Del.). 21. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 22. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.6 J 559/32 J 8984. J

27.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 28. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 29. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 30. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "TD Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "Texas Action" refers to American Nat'! Ins. Co., et a!., v. JPMorgan Chase &

Co., et a!., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States

District Court for the District of Columbia. 33. "Toronto-Dominion Bank" means The Toronto-Dominion Bank and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 34. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries,

03935.61559/3218984.1

divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 35. "TPG Transaction" means or refers to the investment of approximately $7.2

billion into Washington Mutual on or about April 7, 2008, that was described by Washington Mutual in a Form 8-K filing dated April 7, 2008. 36. "Transaction" means or refers to any means by which lPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 37. "Turnover Proceeding" means WMI and WMI Investment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 38. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 39. "Washington DC Action" refers to Washington Mutual, Inc. and WMI Investment

Corp. v. Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.).

40.

"Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 41. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3218984.1

42.

"WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 44. "WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 45. "You" means or refers to Toronto-Dominion Bank, individually or collectively, to

whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 46. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope.
INSTRUCTIONS

Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy

03935.61559/3218984.1

Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced. 2. You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (1) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document:
(1)

The date of the document; The title of the document; The name of its author( s) or preparer( s) and an identification by employment and title of each such person;

(2) (3)

03935.61559/3218984.1

(4)

The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person;

(5) (6)

The request to which the document relates; The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed;

(7) (S)

The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. S. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including:
(l)

a description of the document, including the date, a summary of its contents and the identity of its author and the person(s) to whom is was sent or shown;

(2) (3)

the last known custodian; whether the document is missing or lost or was destroyed or discarded;

(4)

the date of loss, destruction or discard;

03935.61559/3218984.1

(5) (6) (7)

the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1,2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/3218984.1

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that Toronto-Dominion Bank produce the following documents in its possession, custody or control: 1. All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning any Washington Mutual board of directors meeting

attended by You. 3. All documents concerning any communications with or among JPMC, the FDIC,

the media, ratings agencies, investors, and/or any third party regarding Washington Mutual. 4. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition, purchase, or investment by any entity of any stake in or portion of Washington Mutual; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17, 2007); (c) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of 2008; (d) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (e) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf.

03935.61559/3218984.1

5.

All documents concerning any actual or possible merger with Washington

Mutual, or any actual or possible purchase or investment by any entity of any stake in or portion of Washington Mutual. 6. All documents, including communications with or among Washington Mutual,

JPMC, the FDIC, any Government Unit and/or any third party, concerning Your and/or any other entity's interest in merging with, investing in, or purchasing any stake in or portion of Washington Mutual. 7. All documents concerning JPMC's knowledge of Your and/or any other entity's

interest in potentially merging with, investing in, or purchasing any stake in or portion of Washington Mutual. 8. All documents concerning any actual, potential, or contemplated bid, term sheet,

offer, or other expression of interest from You and/or any other entity to merge with, invest in, or purchase any stake in or portion of Washington Mutual. 9. All documents concerning Washington Mutual's consideration or evaluation of

any bid, term sheet, offer, or other expression of interest from You and/or any other entity to merge with, invest in, or purchase any stake in or portion of Washington Mutual. 10. All documents concerning Your and/or any other entity's access to Washington

Mutual information. 11. All documents concerning any due diligence concerning Washington Mutual

performed by You or any other entity. 12. All documents concerning Washington Mutual provided to You by JPMC, the

FDIC, and/or any third party.

03935.61559/3218984.1

13.

All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to You, any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 14. All documents concerning any effect JPMC's disclosure of any Washington

Mutual information, or disclosure of any information about Washington Mutual had on any actual, potential, or contemplated bid, term sheet, offer, or other expression of interest to merge with, invest in, or purchase any stake in or portion of Washington Mutual. 15. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 16. All documents concerning the FDIC's bid process for Washington Mutual,

including (a) documents sufficient to demonstrate when You and/or any other entity first became aware of the FDIC's bid process for Washington Mutual, (b) Your or any other entity's consideration of whether to submit a bid, and/or (c) all documents concerning any draft, potential, or actual bids submitted to the FDIC. 17. All documents concerning any effort by JPMC to negotiate, discuss, participate,

or work with the FDIC "to design bidding parameters that would suit JPMC's needs, and which would rule out other potential bidders" and/or "to sell assets of Washington Mutual without an adequate or fair bidding process." See Texas Action Complaint at ~~ 25,32. 18. All documents concerning Citigroup's bid for Washington Mutual submitted to

the FDIC on or about September 24,2008.

03935.61559/3218984.1

19.

All documents concerning the following statement, in form or in substance, from

Citigroup to the FDIC: "We recognize that our approach does not conform to the bidding instructions for Washington Mutual. We believe, however, that our suggested approach will in fact provide greater systemic ability and lower losses than would any conforming bid. '" [W]e would expect that, consistent with the FDIC's statutory obligation under the 'least-cost' test, this construct would be offered to all potential bidders in a new round of bidding." See Citigroup Bid Letter to FDIC, at 4. 20. All documents concerning the FDIC's analysis, evaluation, and/or consideration

of any bids concerning Washington Mutual (including Citigroup's bid), including whether or not to open a new round of bidding. 21. All documents concerning the potential for WMB to be seized by OTS and the

decision or plans to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. J., Sept. 30, 2008, at C7. 22. All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008. 23. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington

03935.61559/3218984.1

Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 3S. 24. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase Washington Mutual, including (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about Apri1200S, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 200S, and/or (c) any agreement or arrangement with or among JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, the Federal Reserve, the SEC, and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 25. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, the SEC, and Federal Reserve, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7, 200S, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by

03935.61559/3218984.1

OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 26. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, and Federal Reserve. 27. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, and Federal Reserve, concerning Washington Mutual including (a) any meetings on or about March 28, 2008, (b) any meetings between JPMC and the U.S. Department of the Treasury in April 2008, and/or (c) any meetings on or about July 18, 2008.

03935.61559/32 18984. I

8254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

for the

District of

Delaware -------------------------------------------

In re: Washington Mutual, Inc., et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No.* 08-12229 (MFW) Chapter Chapter 11

To: Wells Fargo, N.A. clo Corporation Service Company 2711 Centerville Road, Suite 400 Wilmington, DE 19808

o YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

DATE AND l1ME

IX! YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):
Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Elliott Greenleaf 1105 North Market Street, Suite 1700 Wilmington, DE 19801

DATE AND TIME

_ _ _ _ _ _ _ _ .2010500 p.m.

ISSUING OFFICER SIGNATURE AND TITLE

DATE

Neil R. Lapinski, Esq. ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER Neil R. Lapinski, Esq. Elliott Greenleaf

1105 North Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty ofperjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SERVER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (I) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to aVOId imposmg undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropriate sanction - which may include lost earnings and reasonable attorney's fees - on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronicaJly stored infonnation, or tangible things, or to pennit the inspection of premises, need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, hearing, or trial. (B) Objections. A person commanded to produce documents or tangible things or to permit inspection may serve on the party or attorney designated in the subpoena a written objection to Inspecting, copying, testing or sampling any or all of the materials or to inspecting the premises - or to producing electronically stored information in the form or forms requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. If an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance. (3) Quashing or ModifYing a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modifY a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides, is employed. or regularly transacts business in person - except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, ifno exception or waiver applies; or (iv) subjects a person to undue burden. (B) When Permitted. To protect a person subject to or affected by a subpoena, the issuing court may, on motion, quash or modifY the subpoena ifit requires: (i) disclosing a trade secret or other confidential research, development, or corrunercial infonnation; (ii) disclosing an unretained expert's opinion or infonnation that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (C) SpecifYing Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modi tying a subpoena, order appearance or production under specified conditions if the serving party. (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated. (d) Duties in Responding to a Subpoena. (I) Producing Documents or Electronically Stored Information. These procedures apply to producing documents or electronically stored infonnation: (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categones in the demand. (B) Form for Producing Electronically Stored Information Not Specified. If a subpoena does not specifY a form for producing electronically stored information, the person responding must produce it in a form or fonns In which it is ordinarily maintained or in a reasonably usable form or forms. (C) Electronically Stored Information Produced In Only One Form. The person responding need not produce the same electronically stored infonnation in more than one form. (D) Inaccessible Electronically Stored Information. The person responding need not provide discovery of electronically stored infonnation from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the infonnation IS not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may specifY conditions for the discovery. (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed information under a claim that it is privileged or subject to protection as trial-preparation material must: (i) expressly make the claim; and (il) describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will enable the parties to assess the claim. (B) Information Produced. If information produced in response to a subpoena is subject to a claim of privilege or of protection as trial-preparation material, the person making the claim may notifY any party that received the information of the claim and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and any copies it has; must not use or disclose the infonnation until the claim is resolved; must take reasonable steps to retrieve the information if the party disclosed it before being notified; and may promptly present the information to the court under seal for a determination of the claim. The person who produced the information must preserve the information until the claim is resolved. (e) Contempt. The issuing court may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(ii).

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS

The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935.61559/3138431.1

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del) (MFW). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts, returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles,

03935.61559/3138431 I

releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 13. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 14. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any oftheir present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 15. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. 18. "Governmental Unit" has the meaning set forth at 11 U.S.C. 101(27). "Including" means including but not limited to the referenced subject.

19.

"lPMC" means lPMorgan Chase Bank, National Association and lPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3138431 1

20.

"JPMC Adversary Proceeding" refers to JPMorgan Chase Bank, National

Association v. Washington Mutual, Inc., et al., Adversary Proceeding No. 09-50551 (Bankr. D. Del.). 21. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 22. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3138431.1

27.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 28. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 29. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 30. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "TD Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "Texas Action" refers to American Nat'l Ins. Co., et ai., v. JPMorgan Chase &

Co., et ai., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States

District Court for the District of Columbia. 33. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.6\559/3\3843\.\

34.

"TPG Transaction" means or refers to the investment of approximately $7.2

billion into Washington Mutual on or about April 7, 2008, that was described by Washington Mutual in a Form 8-K filing dated April 7, 2008. 35. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 36. "Turnover Proceeding" means WMI and WMI Investment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 37. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 38. "Washington DC Action" refers to Washington Mutual, Inc. and WMI Investment

Corp. v. Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.).

39.

"Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 40. "Wells Fargo" means Wells Fargo Bank, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 41. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or

03935.61559/3138431.1

purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 42. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 44. "You" or "Your" means or refers to Wells Fargo Bank, N.A., individually or

collectively, to whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 45. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope. INSTRUCTIONS Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced.

03935.61559/3138431.1

2.

You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (1) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document:
(1)

The date of the document; The title of the document; The name of its author(s) or preparer(s) and an identification by employment and title of each such person;

(2) (3)

(4)

The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person;

(5)

The request to which the document relates;

03935.61559/3138431.1

(6)

The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed;

(7) (8)

The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including:
(1)

a description of the document, including the date, a summary of its contents and the identity of its author and the person( s) to whom is was sent or shown;

(2) (3)

the last known custodian; whether the document is missing or lost or was destroyed or discarded;

(4) (5) (6)

(7)

the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

03935.61559/3138431 1

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1,2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.61559/3138431.1

REQUESTS FOR PRODUCTION OF DOCUMENTS The Debtors request that Wells Fargo Bank, N.A., produce the following documents in its possession, custody or control: 1. All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets, with the exception of any such documents or communications related to Your participation on The Official Committee of Unsecured Creditors of Washington Mutual, Inc. and WMI Investment Corp. 2.
1

All documents concerning any Washington Mutual board of directors meeting

attended by You. 3. All documents concerning any communications with or among JPMC, the FDIC,

the media, ratings agencies, investors, and/or any third party regarding Washington Mutual. 4. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition, purchase, or investment by any entity of any stake in or portion of Washington Mutual; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17,2007); (c) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of 2008; (d) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7,2008; and/or (e) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf.

This exception applies to all requests herein.

03935.61559/3138431.1

5.

All documents concerning any actual or possible merger with Washington

Mutual, or any actual or possible purchase or investment by any entity of any stake in or portion of Washington Mutual. 6. All documents, including communications with or among Washington Mutual,

JPMC, the FDIC, any Government Unit and/or any third party, concerning Your and/or any other entity's interest in merging with, investing in, or purchasing any stake in or portion of Washington Mutual. 7. All documents concerning JPMC's knowledge of Your and/or any other entity's

interest in potentially merging with, investing in, or purchasing any stake in or portion of Washington Mutual. 8. All documents concerning any actual, potential, or contemplated bid, term sheet,

offer, or other expression of interest from You and/or any other entity to merge with, invest in, or purchase any stake in or portion of Washington Mutual. 9. All documents concerning Washington Mutual's consideration or evaluation of

any bid, term sheet, offer, or other expression of interest from You and/or any other entity to merge with, invest in, or purchase any stake in or portion of Washington Mutual. 10. All documents concerning Your and/or any other entity's access to Washington

Mutual information. 11. All documents concerning any due diligence concerning Washington Mutual

performed by You or any other entity. 12. All documents concerning Washington Mutual provided to You by JPMC, the

FDIC, and/or any third party.

03935.61559/3138431.1

13.

All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to You, any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 14. All documents concerning any effect JPMC's disclosure of any Washington

Mutual information, or disclosure of any information about Washington Mutual had on any actual, potential, or contemplated bid, term sheet, offer, or other expression of interest to merge with, invest in, or purchase any stake in or portion of Washington Mutual. 15. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 16. All documents concerning the FDIC's bid process for Washington Mutual,

including (a) documents sufficient to demonstrate when You and/or any other entity first became aware of the FDIC's bid process for Washington Mutual, (b) Your or any other entity's consideration of whether to submit a bid, and/or (c) all documents concerning any draft, potential, or actual bids submitted to the FDIC. 17. All documents concerning any effort by JPMC to negotiate, discuss, participate,

or work with the FDIC "to design bidding parameters that would suit JPMC's needs, and which would rule out other potential bidders" and/or "to sell assets of Washington Mutual without an adequate or fair bidding process." See Texas Action Complaint at ~~ 25, 32. 18. All documents concerning Citigroup's bid for Washington Mutual submitted to

the FDIC on or about September 24,2008.

03935.61559/3138431.1

19.

All documents concerning the following statement, in form or in substance, from

Citigroup to the FDIC: "We recognize that our approach does not conform to the bidding instructions for Washington Mutual. We believe, however, that our suggested approach will in fact provide greater systemic ability and lower losses than would any conforming bid. '" [W]e would expect that, consistent with the FDIC's statutory obligation under the 'least-cost' test, this construct would be offered to all potential bidders in a new round of bidding." See Citigroup Bid Letter to FDIC, at 4. 20. All documents concerning the FDIC's analysis, evaluation, and/or consideration

of any bids concerning Washington Mutual (including Citigroup's bid), including whether or not to open a new round of bidding. 21. All documents concerning the potential for WMB to be seized by OTS and the

decision or plans to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. 1., Sept. 30,2008, at C7. 22. All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008. 23. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington

03935.61559/3138431.1

Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 24. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase Washington Mutual, including (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement with or among JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, the Federal Reserve, the SEC, and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 25. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, the SEC, and Federal Reserve, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7, 2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by

03935.61559/3138431.1

OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 26. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, and Federal Reserve. 27. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, SEC, and Federal Reserve, concerning Washington Mutual including (a) any meetings on or about March 28,2008, (b) any meetings between JPMC and the U.S. Department of the Treasury in April 2008, and/or (c) any meetings on or about July 18, 2008.

03935.61559/3138431.1

B254 (Fonn 254 - Subpoena for Rule 2004 ExaminatIOn) (12/07)

UNITED STATES BANKRUPTCY COURT

----------------------------------~~~

for the

District of

-=~~~~----------------------------------

Columbia

In re: Washington Mutual, Inc., et. a!. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No. >I< 08-12229 (MFW) US Bankruptcy Court for the District of Delaware Chapter Chapter II

To: Office of the Comptroller of the Currency Director, Litigation Division 250 E Street, SW Washington, DC 20219

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure. at the place. date, and time speci lied below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

!Xl YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place. date. and time specified below (list documents or objects):
Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Weil, Gotshal & Manges, LLP 1300 Eye Street, NW, Suite 900 Washington, DC 20005

DATE AND TIME

_ _ _ _ _ _ _ _ , 2010 500 P m

ISSUING OFFICER SIGNATURE AND TITLE

DATE

ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER

Nell R. Lapinski, Esq Elliott Greenleaf

1105 North Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case

IS

pending in a district other than the district in which the subpoena is issued, state the district under the case number.

B254 (Fonn 254 - Subpoena for Rule 2004 Exammation) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SER VED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SER VER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (e), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure
(c) Protecting a Person Subject to a Subpoena
(1) Avoiding Undue Burden or Expense; SanctIOns. A party or attorney responsible for Issumg and serving a subpoena must take reasonable steps to avoid IInposmg undue burden or expense on a person subject to the s~bpoella. The Issumg court must enforce this duty and impose an appropnate sanction - which may mdude lost earnings and reasonable attorney's fees - on a party or attorney who falls to comply. (2) Command to Produce Materials or Pennit InspectIon. (A) Appearance Not Required. A person commanded to produce documents, electronically stored infonnation. or tangible things, or to permit the inspection of premises, need not appear in person at the place of production or mspection unless also commanded to appear for a deposition. hearing, or triaL (8) Objections A person commanded to produce documents or tangible things or to pennit inspection. may se~e on the party or att~mey designated in the subpoena a written objection to mspectmg, copymg, testmg or sampling any o.r all of the matenals or to Inspecting the premises - or to producing electronically stored mfonnatlOn in the fonn <:>r fonns requested. The objection ~ust be served be~are the earher of the tune specified far compliance or 14 days after the subpoena IS served. If an objection is made, the following rules apply: (i) At any time. on notice to the commanded person. the serving party may move the issuing court for an order compelling production or inspection (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's onicer from significant expense resulting tram compliance. (3) Quashing or Moditying a Subpoena. (A) When Required. On timely motion, the ISsuing court must quash or modity a subpoena that: (I) fails to allow a reasonable time to comply; (ii) requires a perso~ who is neither a party nor a party's officer to travel more than 100 miles from where that person reSides, is employed, or regularly transacts business in person - except that, subject to Rule 45(c)(3)(8)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, ifno exception or waiver applies; or (iv) subjects a person to undue burden. (8) When Permitted To protect a person subject to or a!Tected by a subpoena, the issuing court may, on motion. quash or modity the subpoena if It requires (i) disclosmg a trade secret or other confidential research, development. or commercial information. (ii) disclosing an unretained expert's opinion or infonnation that does not describe specific occurrences In dispute and results from the expert's study that was not requested by a party: or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than .100 miles to attend trial (C) Specitying. Conditions as an Alternative .. ln the circumstances described in Rule 45(c)(3)(8), the court may, Instead of quashing or modi tying a subpoena, order appearance or production under specified conditions if the serv.ing party (I) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship, and (ii) ensures that the subpoenaed person will be reasonably compensated (d) DUlles in Responding to a Subpoena (I) Produclllg Documents ~r Electronic~lIy Stored Infonnation These procedures apply to produclllg documents or electronically stored mfor:rnation: (A) Documents A person responding to a subpoena to produce documents must produce them as they are kept I~ the ordinary course of business or must organize and label them to correspond to the categones 111 the demand (8) Fonn for ProdUCing Electronically Stored InfonnatlOn Not Specified. If a subpoen.a does not specity a form for producin~ electron.ically s~ored infonnation. the person respondmg must produce it in a form or forms 111 whIch It IS ordlllarily maintained or 111 a reasonably usable fonn or fanns (C) Electronically Stored Information Produced In Only One Fonn The person responding need not produce the same electronically stored infonnation in more than one farm (D) Inaccessible ElectrOnically Stored InformatIOn. The person responding need not provide discovery of electrOnically stored infonnation from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a .protective order, the person responding must show th~t the IIlfOnnatlon IS not reasonably acceSSible because of undue burden or cost If that showing IS made. the court may none.theless orde~ discovery from such sources If the requesting party shows good cause. conSIdering the I"nItallons of Rule 26(b)(2)(C). The court may speclty conditions for the discovery (2) Claiming Privilege or Protection (A) Infonnallon Withheld. A person withholding subpoenaed infonnation under a claim that it is privile~ed or subject to protection as trial-preparation material must (I) expressly make the claim; and (Ii) descnbe the nature of the withheld documents, commUnications. or tangible things in a manner that. without revealing 1I1fonnatlon itself privileged or protected. will enable the parties to assess the claim. (8) Infonnation Produced. Ifinfannation produced in response to a subpoena IS su~ject to a claim ofpnvilege or of protection as trial~preparatlOn matenal, the person I.llaking the claim may notify any party that received the infonn3tlOn of the claim and the baSIS for II. Atler being notified, a party must promptly return, sequester, or destroy the spe~ified infonnation and any copies it has; must not use or disclose the infonnatlOn until the claim IS resolved; must take reasonable steps to retrieve the information If the party disclosed it betar~ being notdi.ed; and may promptly present the information to the court under seal far a detenninatlOll of the cJalll1. The person who produced the information must preserve the information until the claim is resolved (e) Contempt. The issuing court may hold in contempt a person who, having been served, HlIls without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena purports to require the nonparty to attend or produce at a place outSide the limits of Rule 45(c)(3)(A)(ii).

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935.61559/3138042.1

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "DC Action" refers to Washington Mutual, Inc. and WMI Investment Corp. v.

Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.).

13. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts,

03935.61559/3138042.1

returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 14. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 15. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. 19. 20. "Governmental Unit" has the meaning set forth at 11 U.S.C. 101(27). "Including" means including but not limited to the referenced subject. "lPMC" means lPMorgan Chase Bank, National Association and lPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3138042.1

21.

"JPMC Adversary Proceeding" refers to JP Morgan Chase Bank, National

Association v. Washington Mutual, Inc., et al., Adversary Proceeding No. 09-50551 (Bankr. D.
Del.). 22. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 27. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3138042.1

28.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 29. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 30. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "TO Bank" means TO Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 33. "Texas Action" refers to American Nat/I Ins. Co., et aI., v. JPMorgan Chase &

Co., et aI., Case No.3 :09-cv-00044 (S.D. Tex.), which has been transferred to the United States

District Court for the District of Columbia. 34. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 35. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion

03935.61559/3138042.1

thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 36. "Turnover Proceeding" means WMI and WMllnvestment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 37. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 38. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 39. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 40. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 41. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.6\559/3\38042.\

42.

"WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "You" means or refers to the Office of the Comptroller of the Currency,

individually or collectively, to whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 44. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope. INSTRUCTIONS Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced. 2. You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (1) own such document in whole or in part; (2)

03935.61559/3138042.1

have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author(s) or preparer(s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) (6) The request to which the document relates; The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed;
(7)

The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

(8)

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying

03935.61559/3138042.1

the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including: (1) a description of the document, including the date, a summary of its contents and the identity of its author and the person(s) to whom is was sent or shown; (2) (3) the last known custodian; whether the document is missing or lost or was destroyed or discarded; (4) (5) (6) (7) the date of loss, destruction or discard; the manner of destruction or discard; the reason( s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and (8) 9. the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall

03935 61559/3138042 1

also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1,2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

0393561559/3138042 I

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that the OCC produce the following documents in its possession, custody or control:
l.

All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning communications with or among JPMC, the FDIC, the

media, ratings agencies, investors, and/or any third party concerning Washington Mutual. 3. All documents concerning any meetings and/or communications between

Washington Mutual and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, including (a) any meetings between OTS and WMI on or about April 5,2008, (b) any meetings between Washington Mutual, OTS, and the FDIC on or about July 31, 2008, and/or (c) any communications with or among U.S. Treasury Secretary Hank Paulson and WMI Chairman and CEO Kerry Killinger and/or JPMC President and CEO Jamie Dimon regarding Washington Mutual. 4. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and SEC, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7, 2008, (c) any regulatory classification of Washington Mutual by the OTS, including without limitation any decision by

03935 6 J 559/3 J 38042. J

OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 5. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC. 6. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition or investment by any entity of any stake in Washington Mutual, including any communications with or among Banco Santander, Bankers Trust, Blackstone, Carlyle, Cerberus, Citigroup, JPMC, Oak Hill, TPG, TD Bank, and/or Wells Fargo and their affiliates; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17, 2007); (c) any actual, potential, or contemplated bids for Washington Mutual and/or the bidding process for Washington Mutual; (d) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of2008; (e) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7,2008; and/or (f) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf. 7. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, concerning Washington Mutual including (a) any meetings on or

03935.6 J 559/3 J 38042. J

about March 28, 2008, (b) any meetings between JPMC and the U.S. Department of the Treasury in April 2008, and/or (c) any meetings on or about July 18,2008. 8. All documents concerning JPMC's trading activity in Washington Mutual stock,

including any actual, potential, or contemplated decision by JPMC to short Washington Mutual stock in the three months prior to the OTS seizure of WMB. 9. All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 10. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 11. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 12. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase

03935.61559/3138042 1

Washington Mutual, including but not limited to (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement between JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, Federal Reserve, SEC and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 13. All documents concerning the potential for WMB to be seized by OTS and the

decision to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. J., Sept. 30, 2008, at C7. 14. All documents concerning any OCC indication to OTS, FDIC, and/or JPMC that

"as the federal regulator of JPMorgan Chase ... it will provide its approval of the transfer of assets and liabilities [ofWMB to JPMC] on September 25,2008." See FDIC Board of Directors Resolution Board of Directors Approving JPMC's Bid for WMB, at 4. 15. All documents concerning OTS's determination that "WMB met the well-

capitalized standards through the date of receivership." See OTS Fact Sheet, Sept. 25,2008. 16. All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008.

03935.61559/3138042 1

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

--------------------------------~~~

for the District of

-~~~~-------------------------------

Columbia

In re: Washington Mutual, Inc,. et. a!. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No. * 08-12229 (MFW)uS Bankruptcy Court for the District of Delaware

To: Federal Deposit Insurance Corporation Mr. Michael Bradfield, General Counsel Legal Division 550 17th Street, NW Washington, DC 20429

Chapter

Chapter II

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached. PLACE OF TESTIMONY DATCAND TIME

[Xl YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):

Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE Weil, Gotshal & Manges, LLP 1300 Eye Street, NW, Suite 900 Washington, DC 20005

DATE AND TIME ,2010500 p.m.

ISSUING OFFICER SIGNATURE AND TITLE

DATE

ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER

Neil R. Lapinski, Esq. Elliott Greenleaf

1105 North Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SER VED ON (PRINT NAME) MANNER OF SER VICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SER VER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1,2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure.
(c) ProtectlOg a Person Subject to a Subpoena. (I) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid Imposing undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropriate sanction - which may include lost earnings and reasonable attorney's fees -- on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required A person commanded to produce documents, electronically stored infonnation, or tangible things, or to permit the inspection of premises, need not appear in perso~ at the place of production or tnspection unless also commanded to appear for a depositIon, heartng, or trial. (8) Objections A person commanded to produc~ documents or tangible things or to pennit inspectIon. may serve on the party or attorney designated tn the subpoena a written objection to inspecting, copying, testing or sampling any or all ofthe materials or to inspecting the premi~es -- or to producing electronically stored i~fonnation in the fonn or fonns requested. The objectIOn must be served before the earlier of the tIme speCIfied for compliance or 14 days after the subpoena is served. I f an objection IS made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resultmg from compliance. (3) Quashing or Moditying a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modity a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's otlicer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person - except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, ifno exception or waiver applies; or (iv) subjects a person to undue burden. (B) When Pennitted. To protect a person subJect to or affected by a subpoena, the iSSUing court may, on motion, quash or modify the subpoena ifu requires: (i) disclosing a trade secret or other confidential research, development, or commercial information; (ii) disclosing an un retained expert's opinion or infonnation that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's otlicer to incur substantIal expense to travel more than 100 miles to attend trial (C) Specifying Conditions as an Alternative. In the circumstances described In Rule 45(c)(3)(B), the court may, instead of quashing or modi tying a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (il) ensures that the subpoenaed person will be reasonably compensated. (d) Duties in Responding to a Subpoena (I) Producing Documents or Electronically Stored Infonnation. These procedures apply to producing documents or electronically stored infonnation. (A) Docum~nts. A person responding to.a subpoena to prodl:1ce documents must produce them as they are kept m the ordinary course of bus mess or must orgamze and label them to correspond to the categones in the demand. (B) Fonn for Producing ElectrOnically Stored Infonnation Not SpeCIfied If a subpoena does not specify a form for producing electronically store~ infonnation, the person responding must produce it in a form or forms In which it is ordinarIly maintained or in a reasonably usable fonn or fonns. (C) Electronically Stored Information Produced in Only One Fonn. The person responding need not produce the same electronically stored infonnatlOn In more than one fOfm (D) Inaccessible Electronically Stored Infonnation. The person responding need not provide discovery of electronically stored infonnatJon from sources that the person I~entifies as not reasonably accessible because of undue burden or cost. On motion to compel dIscovery or for a protective order, the person respondmg must sho~ th~t the infonnation IS not reasonably accessible because of undue burden or cost. If that shOWing IS made, the court may none.theless order disc<?very from such sources if the requesting party shows good cause, conSIdering the limitatIOns of Rule 26(b)(2)(C). The court may speclty conditions for the discovery. (2) Claiming Privilege or ProtectIOn. (A) Infonnation Withheld. A person withholding subpoenaed infonnation under a claim that it is privileRed or subject to protection as .trial-preparation material must (i) expressly make the claim; and (il) describe the nature of the WIthheld documents, communil.:ations, or tangible things in a manner that, without revealing infonnation itself privileged or protected, will enable the parties to assess the claIm. (8) Infonnation Produced. Ifinf'onnation p~oduced in response to a subpoena is subject to a cl~lm of privilege or of protection as trial-preparatIOn material, the person making the claim may notlty any party that received the infonnation of the c1ann and the basis for It Aller being notifi.ed, a party must promptly return, sequester, or destroy the specified infonnatlon and any copies It has; must not use or disclose the infonnation until the claim is resolved; must take reasonable steps to retrieve the Information if the party disclosed it before being notified; and may promptly present the information to the court under seal for a detennination of the claim. The person who produced the information must preserve the informatIOn until the claIm IS resolved (e) Contempt. The issuing court may hold in contempt a per.son who, having been served, fails without adequate excuse to obey the subpoena. A nonparty's faIlure to obey must be excused If the subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3 )(A)(ii).

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935 61559/3211036.1

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "DC Action" refers to Washington Mutual, Inc. and WMI Investment Corp. v.

Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.).

13. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts,

03935 61559/3211036.1

returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 14. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 15. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. 19. 20. "Governmental Unit" has the meaning set forth at 11 U.S.c. 101(27). "Including" means including but not limited to the referenced subject. "JPMC" means JPMorgan Chase Bank, National Association and JPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3211036.1

21.

"JPMC Adversary Proceeding" refers to lP Morgan Chase Bank, National

Association v. Washington Mutual, Inc., et al., Adversary Proceeding No. 09-50551 (Bankr. D.
Del.). 22. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 27. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.61559/3211036 1

28.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 29. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 30. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "TO Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 33. "Texas Action" refers to American Natr/Ins. Co., et aI., v. JPMorgan Chase &

Co., et aI., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States

District Court for the District of Columbia. 34. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 35. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion

03935.61559/3211036.1

thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 36. "Turnover Proceeding" means WMI and WMI Investment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 37. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 38. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 39. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 40. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 41. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.6\559/32\\ 036 \

42.

"WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "You" or "Your" means or refers to the FDIC, individually or collectively, to

whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 44. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope. INSTRUCTIONS Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced. 2. You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (l) own such document in whole or in part; (2)

03935.61559/3211036.1

have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author(s) or preparer(s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) (6) The request to which the document relates; The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed;
(7)

The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged;

(8)

6.

If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying

03935 6155913211036.1

the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. S. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including: (1) a description of the document, including the date, a summary of its contents and the identity of its author and the person(s) to whom is was sent or shown; (2) (3) the last known custodian; whether the document is missing or lost or was destroyed or discarded; (4) (5) (6)
(7)

the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

(S) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor.
10.

Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall

03935.61559/3211036 1

also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1,2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

03935.6\559/32\\ 036 \

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that FDIC produce the following documents in its possession, custody or control: 1. All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning communications with or among JPMC, any

Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, the media, ratings agencies, investors, and/or any third party concerning Washington Mutual. 3. All documents concerning any meetings and/or communications between

Washington Mutual and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, including (a) any meetings between OTS and WMI on or about April 5, 2008, (b) any meetings between Washington Mutual, OTS, and the FDIC on or about July 31, 2008, and/or (c) any communications with or among U.S. Treasury Secretary Hank Paulson and WMI Chairman and CEO Kerry Killinger and/or JPMC President and CEO Jamie Dimon regarding Washington Mutual. 4. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and SEC, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7,2008, (c) any regulatory

03935.61559/3211036.1

classification of Washington Mutual by the OTS, including without limitation any decision by OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 5. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC. 6. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition or investment by any entity of any stake in Washington Mutual, including any communications with or among Banco Santander, Bankers Trust, Blackstone, Carlyle, Cerberus, Citigroup, JPMC, Oak Hill, TPG, TD Bank, and/or Wells Fargo and their affiliates; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17, 2007); (c) any actual, potential, or contemplated bids for Washington Mutual and/or the bidding process for Washington Mutual; (d) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of2008; (e) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (f) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf. 7. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, concerning Washington Mutual including (a) any meetings on or

03935.61559/3211036.1

about March 28, 2008, (b) any meetings between JPMC and the U.S. Department of the Treasury in April 2008, and/or (c) any meetings on or about July 18,2008. 8. All documents concerning JPMC's trading activity in Washington Mutual stock,

including any actual, potential, or contemplated decision by JPMC to short Washington Mutual stock in the three months prior to the OTS seizure of WMB. 9. All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 10. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 11. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 12. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase

03935.61559/3211036 1

Washington Mutual, including but not limited to (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement between JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, Federal Reserve, SEC and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 13. All documents concerning the potential for WMB to be seized by OTS and the

decision to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. 1., Sept. 30,2008, at C7. 14. All documents concerning the FDIC's efforts in September 2008 to restore

JPMC's access to Washington Mutual data. 15. All documents concerning the bid process established by the FDIC for the

purchase of WMB, including but not limited to (a) all documents concerning any communication with or among JPMC, any Government Unit and/or any third party about the bid process and (b) all documents concerning bids or indications of interest received by the FDIC, including copies of bids or indications of interest from JPMC and Citigroup. 16. All documents concerning the following statement, in form or in substance, from

Citigroup to the FDIC: "We recognize that our approach does not conform to the bidding

03935.61559/3211036.1

instructions for Washington Mutual. We believe, however, that our suggested approach will in fact provide greater systemic ability and lower losses than would any conforming bid. '" [W]e would expect that, consistent with the FDIC's statutory obligation under the 'least-cost' test, this construct would be offered to all potential bidders in a new round of bidding." See Citigroup Bid Letter to FDIC, at 4. 17. All documents concerning the FDIC's consideration of and decision to "modify

the standard indemnification to include a limited indemnity in favor of lPMorgan Chase in an amount not to exceed $500 million for any damages lPMorgan Chase may sustain as a result of litigation brought by WMI against lPMorgan Chase for violation of the agreement between WMI and lPMorgan Chase dated March 11,2008," including all documents concerning lPMC's request for such an indemnification provision. See 9/24/08 Memorandum from lames Wigand and Herbert Held to FDIC Board of Directors and FDIC Board of Directors Resolution Approving P&A Transaction. 18. All documents concerning any OCC indication to OTS, FDIC, and/or lPMC that

"as the federal regulator of lPMorgan Chase ... it will provide its approval of the transfer of assets and liabilities [of WMB to lPMC] on September 25, 2008." See FDIC Board of Directors Resolution Board of Directors Approving lPMC's Bid for WMB, at 4. 19. All documents concerning OTS's determination that "WMB met the well-

capitalized standards through the date of receivership." See OTS Fact Sheet, Sept. 25, 2008. 20. All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008.

03935.61559/3211036.1

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

----------------------------------~----

for the

District of

Southern District of New York

In re: Washington Mutual, Inc,. et. al. Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

Case No. * 08-12229 (MFW)us Bankruptcy Court for the District of Delaware Chapter Chapter II

To: Federal Deposit Insurance Corporation c/o John 1. Clarke, Jr. DLA Piper LLP 1251 Avenue of the Americas New York, NY 10020

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

I DATCANDT'ME

[XJ YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):

Please see First Request for Production of Documents, attached hereto as "Exhibit A."

PLACE

Weil, Gotshal & Manges, LLP 1300 Eye Street, NW, Suite 900 Washington, DC 20005

DATE AND TIME

,2010500 p.m

ISSUING OFFICER SIGNATURE AND TITLE

DATE

ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER

Neil R. Lapmski, Esq. Elliott Greenleaf

1105 North Market Street, Suite 1700 Wilmington, DE 19801 (302) 384-9400

If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number

B254 (Fonn 254 - Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SER VER

Rule 45, Federal Rules of Civil Procedure, SubdiVisions (c), (d), and (e), as amended on December 1,2007, made applicable Federal Rules of Bankruptcy Procedure
(c) Prolecling a Person SubJect to a Subpoena. (I) AVoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid Imposing undue burden or expense on a person subject to the subpoena. The issuing coun must enforce this duty and impose an appropriate sanction - which may include lost earnings and reasonable attorney's fees - on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored infonnation. or tangible thmgs, or to permit the inspection of premises. need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, hearing. or trial. (B) Objections. A person commanded to produce documents or tangible things or to penn it inspection may serve on the party or attorney designated In the subpoena a written objection to Inspecting. copying. testing or sampling any or all of the materials or to inspecting the premises - or to producing electronically stored infonnation in the fonn or fonns requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. If an objeclton is made, the following rules apply: (i) At any time, on notice to the commanded person. the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance. (3) Quashing or Modiling a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modi I a subpoena that (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides. is employed. or regularly transacts business in person - except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter. ifno exception or waiver applies; or (iv) subjects a person to undue burden. (B) When Pemnitted. To protect a person subject to or affected by a subpoena. the issuing court may, on motion, quash or modify the subpoena if It requires: (i) disclosing a trade secret or other confidential research. development, or commercial information; (ii) disclosing an un retained expert's opinion or infonnation that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party, or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (C') Specifying ConditIOns as an Alternative. In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modiling a subpoena, order appearance or production under specified conditions if the servmg party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated

In

cases under the Bankruptcy Code by Rule 9016,

(d) Duties in Responding to a Subpoena. (I) ProdUCing Documents or Electronically Stored Infomnation. These procedures apply to producing documents or electronically stored infonnation: (A) Documents. A pe~son responding to a subpoena to produce documents must produce them as they are kept in the ordmary course of bus mess or must organize and label them to correspond to the categones m the demand. (B) Fomn for Producing Electronically Stored Infonnation Not Specified. If a subpoena does not specify a form for producin~ electronic!llly stored infonnation, the. person responding must produce it in a form or forms m which it IS ordinarily maintained or In a reasonably usable fonn or fonns. (C) Electronically Stored Information Produced in Only One Fomn. The person responding need not produce the same electromcally stored infonnation In more than one form (D) Inaccessible Electronically Stored Infomnation. The person responding need not provide discovery of electronically stored infonnation from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the infonnation IS not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may spec.1 condillons for the discovery. (2) Claiming Privilege or Protection (A) Infonnation Withheld. A person withholding subpoenaed inlonnation under a claim that 11 is privile~ed or subject to protection as tnal-preparauon material must. (i) expressly make the claim; and (ii) describe the nature ofthe Withheld documents, communications, or tangible things. in a manner that, without revealing infonnation itself privileged or protected, will enable the parties to assess the claim. (8) Infonnation Produced. Ifinfonnation produced In response to a subpoena is subject to a cl~im of privilege or of protection as trial~preparation material, the person making the claim may noll I any party that received the InfonnatlOn of the c1alln and the basis lor it. After being notified, a party must promptly return, s~quester . or destroy the specified mfonnation and any copies it has, must not use or disclose the !nfonnatlOn until the claim is resolved; must take reasonable steps to re~ieve the Infonnation if the party disclosed it before being notified, and may promptly present the Information to the court under seal for a detenmnatlOn of the claim. The person who produced the infonnation must preserve the information until the claim is resolved (e) Contempt. The issuing court may hold In contempt a person who, having been served, fails without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(i.)

Exhibit A

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceedings" means or refers to the JPMC Adversary Proceeding and

the Turnover Proceeding. 2. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Banco Santander" means Banco Santander, S.A., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 5. "Blackstone" means the Blackstone Group, L.P., and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 6. "Carlyle" means Carlyle Group LLC, and all of its predecessors and successors in

interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 7. "Cerberus" means Cerberus Capital Management, L.P., and all of its predecessors

and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any

03935.61559/3211036.1

of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 8. "Chapter 11 case" means or refers to In re Washington Mutual, Inc., No. 08-

12229 (Bankr. D. Del). 9. "Citigroup" means Citigroup, Inc. and Citibank, N.A., and all of their

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 10. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, facsimile, telegram, telex, conference or message. 11. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 12. "DC Action" refers to Washington Mutual, Inc. and WMI Investment Corp. v.

Federal Deposit Insurance Corporation, No.1 :09-cv-00533 (D.D.C.). 13. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters, telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts,

03935 61559/3211036.1

returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche, microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 14. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 15. "Federal Reserve" means the Board of Governors of the Federal Reserve System

and the twelve Federal Banks; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 16. "Fitch" means Fitch Inc., and all of its predecessors and successors in interest, as

well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 17. "Goldman Sachs" means The Goldman Sachs Group, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 18. 19. 20. "Governmental Unit" has the meaning set forth at 11 U.S.c. 101(27). "Including" means including but not limited to the referenced subject. "lPMC" means lPMorgan Chase Bank, National Association and lPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/3211036.1

21.

"JPMC Adversary Proceeding" refers to jp Morgan Chase Bank, National

Association v. Washington Mutual, Inc., et al., Adversary Proceeding No. 09-50551 (Bankr. D.
Del.). 22. "Lehman Brothers" means Lehman Brothers Holdings, Inc., and all of its

predecessors and successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 23. "Morgan Stanley" means Morgan Stanley, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 24. "Moody's" means Moody's Investors Service, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 25. "Oak Hill" means Oak Hill Capital Partners, and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 26. "OCC" means the Office of the Comptroller of the Currency, and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 27. "OTS" means the Office of Thrift Supervision, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them.

03935.6\559/32\\ 036.\

28.

"RTC" means the Resolution Trust Corporation, and any of its present and former

officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 29. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 30. "SEC" means the U.S. Securities and Exchange Commission and any of its

present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 31. "S&P" means Standard and Poor's Corporation and all of its predecessors and

successors in interest, as well as all of its parents, subsidiaries, divisions, and affiliates; any of its present and former partners, officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 32. "TD Bank" means TD Bank, N.A., and all of its predecessors and successors in

interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 33. "Texas Action" refers to American Nat'l Ins. Co., et at., v. JPMorgan Chase &

Co., et at., Case No. 3:09-cv-00044 (S.D. Tex.), which has been transferred to the United States District Court for the District of Columbia. 34. "TPG" means TPG Capital (formerly Texas Pacific Group), and all of its

predecessors and successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 35. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion

03935.6\559/32\\ 036.\

thereof, or any transaction preliminary, preparatory or incident thereto, including any stock tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 36. "Turnover Proceeding" means WMI and WMI Investment Corp. v. JPMC, No. 09-

50934 (Bankr. D. Del.). 37. "U.S. Department of the Treasury" means or refers to the U.S. Department of the

Treasury and any of its present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 38. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 39. "Wells Fargo" means Wells Fargo, N.A., and all of its predecessors and

successors in interest, as well as all of its partners, parents, subsidiaries, divisions, and affiliates; any of their present and former officers, directors, employees, representatives, agents or attorneys; and any other Person acting on behalf of any of them. 40. "WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 41. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935 61559/3211036 1

42.

"WMI" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 43. "You" or "Your" means or refers to the FDIC, individually or collectively, to

whom this subpoena is addressed, and any owner, director, officer, employee, agent, custodian, parent, subsidiary, affiliate, predecessor, successor, attorney, accountant, representative, and other Persons purporting to act on your behalf. 44. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope. INSTRUCTIONS Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced. 2. You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (l) own such document in whole or in part; (2)

03935.61559/3211036 1

have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control. 5. If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author(s) or preparer(s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) (6) The request to which the document relates; The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed; (7) (8) The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged; 6. If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying

03935.61559/3211036.1

the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including: (1) a description of the document, including the date, a summary of its contents and the identity of its author and the person(s) to whom is was sent or shown; (2) (3) the last known custodian; whether the document is missing or lost or was destroyed or discarded; (4) (5) (6) (7) the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and (8) 9. the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall

03935.6 J 559/32 J J036 J

also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1,2007 to the present and shall encompass all documents and information relating in whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

0393561559/3211036 1

REQUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that FDIC produce the following documents in its possession, custody or control:
l.

All documents concerning, or communications with, Washington Mutual with

respect to any entity's efforts to acquire all or part of Washington Mutual, and/or any of its substantial assets. 2. All documents concerning communications with or among JPMC, any

Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, the media, ratings agencies, investors, and/or any third party concerning Washington Mutual. 3. All documents concerning any meetings and/or communications between

Washington Mutual and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, including (a) any meetings between OTS and WMI on or about April 5, 2008, (b) any meetings between Washington Mutual, OTS, and the FDIC on or about July 31, 2008, and/or (c) any communications with or among U.S. Treasury Secretary Hank Paulson and WMI Chairman and CEO Kerry Killinger and/or JPMC President and CEO Jamie Dimon regarding Washington Mutual. 4. All documents concerning any potential or actual regulatory and/or supervisory

actions, ratings, or examinations directed toward or taken with respect to Washington Mutual by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and SEC, including but not limited to (a) OTS's decision to initiate discussions about Memorandums of Understanding with WMI and WMB, (b) the Memorandums of Understanding OTS issued to WMI and WMB on or about September 7,2008, (c) any regulatory

03935 61559/3211036.1

classification of Washington Mutual by the OTS, including without limitation any decision by OTS to classify WMB as a "problem institution," and/or (d) U.S. Treasury Secretary Henry Paulson's "RTC plan" concerning Washington Mutual. 5. All documents concerning Washington Mutual's responses or potential responses

to any regulatory and/or supervisory actions, ratings, or examinations by any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC. 6. All documents concerning Washington Mutual's efforts to raise capital and/or

locate a potential merger partner or acquiror, including without limitation (a) any actual or possible acquisition or investment by any entity of any stake in Washington Mutual, including any communications with or among Banco Santander, Bankers Trust, Blackstone, Carlyle, Cerberus, Citigroup, JPMC, Oak Hill, TPG, TO Bank, and/or Wells Fargo and their affiliates; (b) any efforts to raise capital through the issuance of debt securities in December 2007 (including the issuance of approximately $3 billion of debt securities on or about December 17, 2007); (c) any actual, potential, or contemplated bids for Washington Mutual and/or the bidding process for Washington Mutual; (d) any efforts to raise capital and/or locate a potential merger partner or acquiror during the first quarter of2008; (e) TPG's investment of about $7.2 billion into Washington Mutual on or about April 7, 2008; and/or (f) any efforts to raise capital and/or locate a potential merger partner or acquiror in September 2008, including any efforts by Goldman Sachs and/or Morgan Stanley on Washington Mutual's behalf. 7. All documents concerning any meetings and/or communications between JPMC

and any Government Unit, including the FDIC, OTS, OCC, the U.S. Department of the Treasury, Federal Reserve, and the SEC, concerning Washington Mutual including (a) any meetings on or

03935.61559/3211036.1

about March 28, 2008, (b) any meetings between JPMC and the U.S. Department of the Treasury in April 2008, and/or (c) any meetings on or about July 18,2008. 8. All documents concerning JPMC's trading activity in Washington Mutual stock,

including any actual, potential, or contemplated decision by JPMC to short Washington Mutual stock in the three months prior to the OTS seizure of WMB. 9. All documents concerning JPMC's disclosure of any Washington Mutual

information, or disclosure of any information about Washington Mutual, to any Governmental Unit, the media, ratings agencies, investors, and/or any other third parties. 10. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of non-public, confidential or proprietary information in connection with a potential transaction in which JPMC would acquire, merge with, or invest in Washington Mutual. 11. All documents concerning JPMC's access to Washington Mutual data, including

but not limited to (a) JPMC due diligence of Washington Mutual and/or (b) any effort by JPMC to place "moles" at Washington Mutual for the purpose of obtaining confidential Washington Mutual information, which JPMC used "to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets," see Texas Action Complaint at ~ 32, including JPMC's placement of former JPMC employees at Washington Mutual, including but not limited to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen, and Bill Murray, see id. at ~ 38. 12. All documents concerning JPMC's interest in any potential Transaction and any

attempt by JPMC to engage in any potential Transaction, including but not limited to any actual, potential, or contemplated bid or offer by JPMC to merge with, invest in, or purchase

03935.61559/3211036.1

Washington Mutual, including but not limited to (a) Washington Mutual's rejection of JPMC's offer to merge with, invest in, or acquire Washington Mutual in or about April 2008, (b) capital contributions or investments received by JPMC in connection with any potential Transaction in or about September 2008, and/or (c) any agreement or arrangement between JPMC and any Government Unit, including but not limited to the FDIC, OTS, OCC, Federal Reserve, SEC and/or the U.S. Department of the Treasury, concerning any potential transaction in which JPMC might or did acquire WMB, or any stake or portion of WMB. 13. All documents concerning the potential for WMB to be seized by OTS and the

decision to seize WMB, as well as the potential for the FDIC to be appointed receiver of WMB and the decision to place WMB into receivership with the FDIC, including all documents concerning any communication from FDIC officials to JPMC in early September 2008, to inform JPMC in words or substance that "the FDIC was carefully monitoring [WMB] and that a seizure of its assets was likely" and that the FDIC "would want to immediately auction off [WMB's] assets." See Heidi N. Moore, Deal Journal, Wall St. 1., Sept. 30,2008, at C7. 14. All documents concerning the FDIC's efforts in September 2008 to restore

JPMC's access to Washington Mutual data. 15. All documents concerning the bid process established by the FDIC for the

purchase of WMB, including but not limited to (a) all documents concerning any communication with or among JPMC, any Government Unit and/or any third party about the bid process and (b) all documents concerning bids or indications of interest received by the FDIC, including copies of bids or indications of interest from JPMC and Citigroup. 16. All documents concerning the following statement, in form or in substance, from

Citigroup to the FDIC: "We recognize that our approach does not conform to the bidding

03935.61559/3211036.1

instructions for Washington Mutual. We believe, however, that our suggested approach will in fact provide greater systemic ability and lower losses than would any conforming bid. . .. [W]e would expect that, consistent with the FDIC's statutory obligation under the 'least-cost' test, this construct would be offered to all potential bidders in a new round of bidding." See Citigroup Bid Letter to FDIC, at 4. 17. All documents concerning the FDIC's consideration of and decision to "modify

the standard indemnification to include a limited indemnity in favor of lPMorgan Chase in an amount not to exceed $500 million for any damages lPMorgan Chase may sustain as a result of litigation brought by WMI against lPMorgan Chase for violation of the agreement between WMI and lPMorgan Chase dated March 11,2008," including all documents concerning lPMC's request for such an indemnification provision. See 9/24/08 Memorandum from lames Wigand and Herbert Held to FDIC Board of Directors and FDIC Board of Directors Resolution Approving P&A Transaction. 18. All documents concerning any OCC indication to OTS, FDIC, and/or lPMC that

"as the federal regulator of lPMorgan Chase ... it will provide its approval of the transfer of assets and liabilities [of WMB to lPMC] on September 25, 2008." See FDIC Board of Directors Resolution Board of Directors Approving lPMC's Bid for WMB, at 4. 19. All documents concerning OTS's determination that "WMB met the well-

capitalized standards through the date of receivership." See OTS Fact Sheet, Sept. 25, 2008. 20. All documents concerning OTS's determination that "adverse publicity" caused

WMB to "suffer[] significant cash outflows." See OTS Order 2008-36, dated September 25, 2008.

03935.61559/3211036.1

Exhibit 1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: WASHINGTON MUTUAL, INC., et al., Debtors.

OPINION1

Chapter 11 Case No. 08-12229 (MFW) Jointly Administered

Before the Court is the Debtors' Motion for an Order Pursuant to Bankruptcy Rule 2004 and Local Bankruptcy Rule 2004.1 Directing the Examination of JPMorgan Chase Bank, National Association ("JPM"). For the reasons set forth below, the Court

will grant the Debtors' Motion.

I.

FACTUAL BACKGROUND Prior to the filing of a chapter 11 petition, Washington

Mutual, Inc.

("WMI") was a savings and loan holding company, WMB owned the

which owned Washington Mutual Bank ("WMB").

subsidiary bank Washington Mutual Bank fsb ("WMBfsb"). failing, WMB was the nation's largest savings and loan

Before

association, with over 2,200 branches and $188.3 billion in deposits.

I This Opinion constitutes the findings of fact and conclusions of law of the Court pursuant to Rule 7052 of the Federal Rules of Bankruptcy Procedure, which is made applicable to contested matters by Rule 9014 of the Federal Rules of Bankruptcy Procedure.

2See 12 U.S.C.

1467a.

Beginning in mid-2007, the slowdown in the nation's economy and, in particular, the deterioration in the residential housing market resulted in decreased revenue and earnings at WMI and trouble in the asset portfolio of WMB. By September 2008, in the

midst of a global credit crisis of unprecedented proportions (which included the bankruptcy of Lehman Brothers Holdings Inc. 3 ) , WMI and WMB faced a wave of ratings downgrades by the major credit rating agencies. Deteriorating confidence in WMB

fueled a bank run beginning September 15, with $16.7 billion in deposits withdrawn over a ten-day period. On September 25, 2008, WMB's primary regulator,4 the Office of Thrift Supervision (the "OTS"), closed WMB and appointed the Federal Deposit Insurance Corporation (the "FDIC") as receiver. WMB's takeover by the FDIC was the largest bank failure in the nation's history. Immediately after its appointment as receiver, On

the FDIC sold substantially all the assets of WMB to JPM. September 26, the Debtors filed chapter 11 petitions.

On December 30, 2008, the Debtors asserted various claims against the WMB receivership by filing proofs of claim with the FDIC in its capacity as receiver of WMB. Specifically, the

3 See In re Lehman Brothers Holdings Inc., No. 08-13555 (Bankr. S.D.N.Y. filed Sept. 15, 2008).

4 WMB was also subject to regulatory oversight by the Office of the Comptroller of the Currency ("OCC"), the Board of Governors of the Federal Reserve System (the "Fed"), and the FDIC.

Debtors' claims are claims for damages related to intercompany loans and receivables, taxes paid on behalf of WMB, tax refunds, capital contributions, certain trust preferred securities, preferential transfers, vendor contract claims, subrogation claims, improper asset sales, cash in demand deposit accounts, administrative claims, employment-related costs and insurance claims, and indemnification claims. The FDIC denied all claims

filed by the Debtors in a letter dated January 23, 2009. On March 20, 2009, the Debtors filed suit in the United States District Court for the District of Columbia (the "DC Court") against the FDIC (the "DC Action")5 with the following five counts: (1) seeking review of the FDIC's denial of the (2) wrongful dissipation of WMB's

Debtors' proofs of claim; assets;

(3) taking of the Debtors' property without just (4) conversion of the Debtors' property; and (S)

compensation;

seeking a declaration that the FDIC's disallowance of the Debtors' claims is void. JPM moved to intervene in the DC

Action; the Debtors have opposed JPM's motion to intervene. On March 24, 2009, JPM filed an adversary proceeding in this Court naming the Debtors as defendants (the "JPM Adversary Action").6 In it, JPM seeks a series of declaratory judgments

5 See Washington Mutual, Inc., et al. v. Federal Deposit Insurance Corp., No. 1:09-cv-00S33 (D.D.C. filed Mar. 20, 2009) 6 See JPMorgan Chase Bank, National Association v. Washington Mutual, Inc. et al., Case No. 08-12229, Adv. No. 09-

regarding the ownership of various assets which JPM asserts it acquired in good faith and for value from the FDIC as receiver for WMB. Specifically, the assets at issue include approximately

$4 billion in trust securities, a $3.7 billion book entry at WMBfsb purporting to create a deposit account in the name of WMI, tax refunds, judgments from certain prior litigation, assets of

certain trusts supporting deferred compensation of former and current employees of WMB, shares of Class B common stock in Visa, Inc., intellectual property and contractual rights. JPM

characterizes the JPM Adversary Action as "in many ways the flip side of the DC Action," as JPM "broadly asserts claims that result from Debtors' efforts to assert ownership rights over assets [JPM purportedly] purchased from the FDIC."7 2009, the Debtors filed an adversary proceeding (the "Turnover Action")
.8

On April 27,

in this Court naming JPM as defendant

In that action, the Debtors seek turnover of approximately $4 billion in cash held in demand deposit accounts in the name of the Debtors at WMB and WMBfsb at the time WMB was seized and sold

50551 (Bankr. D. Del. filed Mar. 24, 2009). The JPM Adversary Action also names the FDIC as an additional defendant solely on an interpleader claim related to the deposit account liabilities.
7

JPM Objection at 2.

See Washington Mutual, Inc. et al. v. JPMorgan Chase Bank, National Association, Case No. 08-12229, Adv. No. 09-50934 (Bankr. D. Del. filed Apr. 27, 2009) 4

to JPM.

JPM has filed a motion to dismiss the Turnover Action;

the Debtors have filed a motion for summary judgment. 9 A fourth action was filed on February 16, 2009, in the 122d Judicial District Court of Galveston County, Texas (the "Texas Action") by a group of insurance companies 1o which held common stock of WMI and debt securities of WMI and WMB (collectively, the "Insurance Company Plaintiffs") against defendants JPM and its parent company, JPMorgan Chase & Co. ("JPMC"). On March 25,

2009, the FDIC, as an intervening defendant, JPM and JPMC removed the Texas Action to the United States District Court for the Southern District of Texas. l l In addition, the FDIC filed a The

motion to transfer the Texas Action to the DC Court.

Insurance Company Plaintiffs opposed the motion to transfer venue and sought to remand the action to the Texas state court. The

District Court has yet to rule on the motion to transfer venue.

The FDIC has filed a motion to intervene in the Turnover Action. In addition, both the FDIC and JPM seek to stay the Turnover Action pending the result of the DC Action.
9
10 The plaintiffs in the Texas Action are: American National Insurance Company, American National Property and Casualty Company, American National General Insurance Company, Farm Family Life Insurance Company, Farm Family Casualty Insurance Company, Pacific Property and Casualty Company, American National Lloyds Insurance Company, National Western Life Insurance Company, and Garden State Life Insurance Company. 11 See American National Insurance Company et al. v. JPMorgan Chase & Co., No. 3:09-CV-00044 (S.D. Tex. Mar. 25, 2009).

The Complaint in the Texas Action ("Texas Complaint") alleges causes of action for tortious interference with an existing contract, breach of a confidentiality agreement, and unjust enrichment. Specifically, the Texas Complaint alleges

that JPM, which had long coveted WMB's depositor base and branch network, drove down WMB's value so it could purchase WMB's assets at a fire-sale price well below their fair market value. aspects of the alleged scheme include entering into false negotiations with WMI and WMB under the guise of a good-faith bidder during the summer of 2008, gaining access to confidential and proprietary information, and disseminating that confidential information, as well as false information, to the media and investors in an effort to drive down WMI's credit rating and stock price. The instant dispute is based on the Debtors' Motion for an Order Pursuant to Bankruptcy Rule 2004 and Local Bankruptcy Rule 2004.1 Directing the Examination of JPM (the "Motion"), which was filed on May 1, 2009. Specifically, the Debtors' Motion seeks Key

production of documents and related depositions regarding four areas of investigation: potential business tort claims against JPM based on the allegations in the Texas Action;

potential fraudulent transfer claims against JPM arising from approximately $6.5 billion of capital contributions made by WMI to WMB since December 2007; potential turnover claims against JPM related to (i) approximately $177 million owed by WMB under outstanding promissory notes held by non-Debtor subsidiaries of WMI, and (ii) approximately $22.5 million in intercompany receivables owed to WMI by WMB; and potential preferential transfer claims against JPM arising from approximately $152 million transferred to WMB or third parties on behalf of WMB in the one-year period preceeding the filing of the Debtors' chapter 11 petitions. JPM opposes the Motion, asserting that the requested Rule 2004 examination seeks information related to the pending DC Action, as well as the JPM Adversary Action and the Turnover Action, and thus the applicable discovery rules of the Federal Rules of Civil Procedure should apply. The Court held a hearing

on May 20, at which the parties presented oral argument on the Motion. At the conclusion of the hearing, the Court took the Upon consideration of the parties'

matter under advisement.

pleadings and arguments, the Motion is ripe for decision.

II.

JURISDICTION This Court has jurisdiction over this matter, which is a

core proceeding pursuant to 28 U.S.C.

1334 and 157(b) (2) (A)

III. DISCUSSION A. Rule 2004 Examination Standards

Rule 2004(a) of the Federal Rules of Bankruptcy Procedure states that "[oln motion of any party in interest, the court may order the examination of any entity." examination is "unfettered and broad." Group, Inc., 203 B.R. 24, 28 The scope of a Rule 2004 In re Bennett Funding

(Bankr. N.D.N.Y. 1996).

The examination . may relate only to the acts, conduct, or property or to the liabilities and financial condition of the debtor, or to any matter which may affect the administration of the debtor's estate. [Additionally, in al case under chapter 11 . the examination may also relate to the operation of any business and the desirability of its continuance, the source of any money or property acquired or to be acquired by the debtor for purposes of consummating a plan and the consideration given or offered therefor, and any other matter relevant to the case or to the formulation of a plan. Fed. R. Bankr. P. 2004(b). A Rule 2004 examination "is commonly

recognized as more in the nature of a 'fishing expedition.'" Bennett Funding, 203 B.R. at 28. The purpose of the examination

is to enable the trustee to discover the nature and extent of the bankruptcy estate. In re Drexel Burnham Lambert Group, Inc., 123

B.R. 702, 708 (Bankr. S.D.N.Y. 1991).

Legitimate goals of Rule

2004 examinations include "discovering assets, examining transactions, and determining whether wrongdoing has occurred." In re Enron Corp., 281 B.R. 836, 840 (Bankr. S.D.N.Y. 2002).

There are, however, limits to the use of Rule 2004 examinations. Id. "It may not be used for 'purposes of abuse or harassment'

and it 'cannot stray into matters which are not relevant to the basic inquiry.'" In re Table Talk, Inc., 51 B.R. 143, 145 (Bankr. D. Mass. 1985) (guoting In re Mittco, Inc., 44 B.R. 35, 36

(Bankr. E.D. Wis. 1984)). At issue in this case is the potential limitation on the use of the Rule 2004 examination device caused by the shadow of pending adversary proceedings or litigation in other forums. "pending proceeding" rule states "that once an adversary proceeding or contested matter has been commenced, discovery is made pursuant to Federal Rules of Bankruptcy Procedure 7026 et
~,

The

rather than by a

[Rule] 2004 examination."

Bennett

Funding, 203 B.R. at 28. 2435 Plainfield Ave., 1998)

See also Enron, 281 B.R. at 840; In re

Inc., 223 B.R. 440, 455-56 (Bankr. D.N.J.

(collecting cases); Intercontinental Enters., Inc. v.

Keller (In re Blinder, Robinson & Co., Inc.), 127 B.R. 267, 274 (D. Colo. 1991) B.R. 669, (guoting In re Valley Forge Plaza Assocs., 109 In addition to

674-75 (Bankr. E.D. Pa. 1990)).

restricting the use of Rule 2004 examinations when proceedings

are pending against the examinee in the bankruptcy court, courts have also recognized that Rule 2004 examinations may be inappropriate "where the party requesting the Rule 2004 examination could benefit their pending litigation outside of the bankruptcy court against the proposed Rule 2004 examinee." Enron, 281 B.R. at 842. 40, 42 See also, Snyder v. Soc'y Bank, 181 B.R. In re Snyder, 52 F.3d

(S.D. Tex. 1994), aff'd sub nom., (mem.)

1067 (5th Cir. 1995)

(characterizing the use of Rule 2004

to further a state court action as an abuse of Rule 2004 and stating that the bankruptcy court did not abuse its discretion by denying production under a subpoena issued under Rule 2004, where appellant's primary motivation was to use those materials in a state court action against the examinee) . The reasons supporting these restrictions on the use of Rule 2004 examinations are twofold. First, the discovery rules apply See Fed. R.

both in adversary proceedings and contested matters. Bankr. P. 7001

&

9014 (c) .

Furthermore, a Rule 2004 examination

does not provide the same procedural safeguards as Rule 7026. For example, a witness has no general right to representation by counsel during a deposition, and the right to object to immaterial or improper questions is limited. B.R. 932, 940 (E.D. Cal. 1993). In re Dinubilo, 177

The prohibition on use of Rule 2004 examinations once an adversary proceeding or litigation in another forum is commenced,

10

however, has an exception best expressed by the court in Bennett Funding: "[dJiscovery of evidence related to the pending proceeding must be accomplished in accord with more restrictive provisions of [the Federal Rules of Bankruptcy ProcedureJ, while unrelated discovery should not be subject to those rules simply because there is an adversary proceeding pending." 29 305 (emphasis in original). (D. Colo. 1994) See also In re Buick, 203 B.R. at 174 B.R. 299,

(noting that "even after the trustee has the trustee may conduct Rule

commenced adversary proceeding(s),

2004 examinations of entities which are not parties to or are not affected by the pending adversary proceeding(s)"); Blender, Robinson, 127 B.R. at 275 ("Entities not affected by the

adversary proceeding do not require the greater protections afforded under the Federal Rules, and the Trustee should be

permitted to examine them under Rule 2004"); In re Int'l Fibercom, Inc., 283 B.R. 290, 292 (Bankr. D. Ariz. 2002)

("Consequently when the Rule 2004 examination relates not to the pending adversary litigation, but to another matter, proceeding' B.R. 471, rule does not apply"); In re M4 Enters., the 'pending 190

Inc.,

475 n.4

(Bankr. N.D. Ga. 1995)

(finding that the 2004

examination did not relate to the pending adversary proceeding and thus the 'pending proceeding' rule did not apply).

The primary concern of courts is the use of Rule 2004 examinations to circumvent the safeguards and protections of the

11

Federal Rules of Civil Procedure.

Enron, 281 B.R. at 841.

Yet

aggressive application of the "pending proceeding" rule may prevent legitimate Rule 2004 examinations on matters wholly unrelated to the pending proceeding, thereby interfering with the trustee's fiduciary duty to maximize estate assets. See Bennett

Funding, 203 B.R. at 29 (noting that precluding the use of the 2004 examination device when any adversary proceeding has been commenced would allow entities unaffected by the proceeding to avoid examination); Drexel Burnham Lambert, 123 B.R. at 708 ("A trustee in bankruptcy . is under a duty to maximize the

realization of estate liquidation") . In this Court's view, the proper approach is that of Bennett Funding. Where a party requests a Rule 2004 examination and an

adversary proceeding or other litigation in another forum is pending between the parties, the relevant inquiry is whether the Rule 2004 examination will lead to discovery of evidence related to the pending proceeding or whether the requested examination seeks to discover evidence unrelated to the pending proceeding. B. Relatedness of the Reguested 2004 Examination to the Pending Proceedings

In this case, JPM argues that the Debtors' requested Rule 2004 examination is improper because it seeks to elicit information directly related to issues and parties already named

12

in the JPM Adversary Action as well as the DC Action. 12 1. The JPM Adversary Action

JPM argues that the Debtors' requested 2004 examination seeks documents related to the JPM Adversary Action. In support

of this, JPM created a detailed chart which purports to delineate the overlapping areas between the Complaint in the JPM Adversary Action and the Debtors' document production requests. 13 The

overlap, however, is premised on a single alleged fact in the JPM Adversary Action Complaint: "[Tlhe OTS placed WMB in receivership because of significant concerns over the safety and soundness of the institution. To ensure continuity of operations, maximize

public confidence and minimize cost to the public treasury, the FDIC ran an accelerated bidding process." Complaint at
~

JPM Adversary Action

25.

Simply because JPM chose to include

background information regarding the relationship of the parties

12 JPM does not argue that the Debtors' 2004 examination request is improper due to its relationship to either the Texas Action or the Turnover Action. Nothing in the document production request seeks any information related to the Turnover Action, thus the Turnover Action is not an obstacle to Debtors' examination request.

The requested Rule 2004 examination does seek extensive discovery related to the Texas Action. However, the Debtor is not a party to the Texas Action. Nor has the Texas Action been transferred to the DC Court, nor consolidated with the DC Action. Therefore, because the Debtor is not a party to the Texas Action, the requested 2004 examination is proper, even though it seeks information related to the Texas Action.
13

See JPM Objection at 11-12. 13

involved in the JPM Adversary Action in its Complaint does not mean that any Rule 2004 examination request dealing with those background facts is "related
H

to the JPM Adversary Action.

Rather, the Court must determine whether the requested 2004 examination will result in the "discovery of evidence related to the pending proceeding. (emphasis added). The JPM Adversary Action primarily seeks a series of declaratory judgments that JPM owns a number of disputed assets it asserts that it purchased when it acquired the assets of WMB from the FDIC. The Debtors' Motion seeks production of documents
H

Bennett Funding, 203 B.R. at 29

and related depositions relating to potential business tort claims, potential fraudulent transfer claims, potential turnover claims against JPM, and potential preferential transfer claims against JPM. The Court concludes that the Debtors' Motion does not seek the discovery of evidence "related
H

to the JPM Adversary Action.

With respect to the potential business tort claims, the Debtors seek to investigate conduct which occurred before the OTS closed WMB. In contrast, the JPM Adversary Action seeks to have the

Court determine the ownership of certain disputed assets from the sale of WMB's assets to JPM, which occurred after the OTS closed WMB.

14

Furthermore, the Debtors' document requests for information related to fraudulent transfer claims, turnover claims and preference claims are also unrelated to the JPM Adversary Action. Specifically, the JPM Adversary Action Complaint does not seek a determination of ownership of the potential assets the Debtors seek to investigate: (1) the $6.5 billion of capital (2) the

contributions made by WMI to WMB since December 2007;

$177 million owed by WMB under outstanding promissory notes held by non-Debtor subsidiaries of WMI; (3) the $22.5 million in the $152

intercompany receivables owed to WMI by WMB; and (4)

million transferred to WMB or to third parties on behalf of WMB in the one-year period preceding the Debtors' filing of chapter 11 petitions. Accordingly, the Court finds that the Debtors' Motion does not seek to discover evidence related to the JPM Adversary Action. 2. The DC Action

JPM also argues that the Debtors' requested 2004 examination seeks documents related to the DC Action. party to the DC Action. However, JPM is not a

JPM admits it is not a party to the DC

Action, but notes there is a "substantial likelihood" that JPM's motion to intervene in the DC Action will be granted. JPM then

argues that since it has a "clear interest" in the DC Action, any

15

discovery related to the DC Action is improper. disagrees.

The Court

The possibility that JPM may intervene in the DC Action is not a sufficient reason to deny the Debtors' Motion at this time. The "pending proceeding" rule is predicated on there actually being a pending action involving the two parties. Funding, 203 B.R. at 28. Bennett

JPM has not cited any authority for the

proposition that a Rule 2004 examination of an entity is improper when a proceeding is pending in another venue against a third party and there is a "substantial likelihood" that the examinee may intervene. Thus, the Court concludes that there is no justification to prevent the Rule 2004 examination of JPM simply because the Debtors may obtain evidence which could be used in a pending proceeding in which JPM is not yet a party. One of the primary

purposes of a Rule 2004 examination is as a pre-litigation device. See Table Talk, 51 B.R. at 145-46. Consequently, the

Court should not permit a party to avoid examination by simply filing a motion to intervene in a pending proceeding against a third party. Since JPM is not a party to the DC Action, the

concern that the Debtors are attempting to circumvent the Federal Rules of Civil Procedure is not present. The "relatedness" of

16

the DC Action to the Debtors' requested 2004 examination is not relevant .14 Accordingly, the Court concludes that the Debtors' Motion to conduct a Rule 2004 examination of JPM is appropriate. will grant the Debtor's Motion. The Court

IV.

CONCLUSION For the reasons set forth above, the Court will grant the

Debtors' Motion. An appropriate order is attached.

Dated: June 24, 2009

BY THE COURT:

Mary F. Walrath United States Bankruptcy Judge

14 With respect to the business tort claims, even if JPM successfully intervened in the DC Action, the requested 2004 examination does not seek to discover evidence related to the DC Action. The Debtors seek to discover evidence regarding JPM's alleged malfeasance prior to the seizure and sale of WMB. JPM argues that discovery of this evidence is related to the Debtors alleged causes of action against the FDIC for dissipation of WMB's assets and the taking of Debtors' property without just compensation. However, these causes of action are premised on the FDIC's failure to maximize the value of the receivership's assets in the sale of WMB to JPM. Specifically, the Debtors assert the FDIC would have received a higher value through the liquidation of WMB than the sale to JPM. The requested 2004 examination does not seek to discover evidence related to the hypothetical liquidation analysis implicated in the dissipation and takings causes of action asserted in the DC Action.

17

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: WASHINGTON MUTUAL, INC., et al., Chapter 11 Case No. 08-12229 (MFW)

Debtors.

Jointly Administered

ORDER AND NOW, this 24th day of JUNE, 2009, upon consideration of the Motion filed by the Debtors and for the reasons set forth in the accompanying Opinion, it is hereby ORDERED that the Debtors' Motion for an Order Pursuant to Bankruptcy Rule 2004 and Local Bankruptcy Rule 2004.1 Directing the Examination of JPMorgan Chase Bank, National Association is GRANTED.

BY THE COURT:

~.~
Mary F. Walrath United States Bankruptcy Court

cc: Rafael X. Zahralddin-Aravena, Esquire 1

Counsel shall serve a copy of this Order and the accompanying Opinion on all interested parties and file a Certificate of Service with the Court.
I

SERVICE LIST Rafael X. Zahralddin-Aravena, Esquire Neil R. Lapinski, Esquire Elliott Greenleaf 1105 North Market Street, Suite 1700 Wilmington, DE 19801 Counsel for Debtors Peter E. Calamari, Esquire Michael B. Carlinsky, Esquire Susheel Kirpalani, Esquire David Elsberg, Esquire Quinn Emanuel Urquhart Oliver & Hedges, LLP 51 Madison Avenue New York, NY 10010 Counsel for Debtors Adam G. Landis, Esquire Matthew B. McGuire, Esquire Landis Rath & Cobb LLP 919 North Market Street, Suite 1800 Wilmington, DE 19899 Counsel for JPMorgan Chase Bank, National Association Robert A. Sacks, Esquire Hydee R. Feldstein, Esquire Sullivan & Cromwell LLP 1888 Century Park East Los Angeles, CA 90067 Counsel for JPMorgan Chase Bank, National Association Bruce E. Clark, Esquire David H. Braff, Esquire Stacey R. Friedman, Esquire Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 Counsel for JPMorgan Chase Bank, National Association David B. Stratton, Esquire Evelyn J. Meltzer, Esquire Pepper Hamilton LLP 1313 North Market Street, Suite 5100 Wilmington, DE 19801 Counsel for the Official Committee of Unsecured Creditors

Exhibit 2

From: Sent: To: Subject:

tim.main@jpmorgan.com Thursday, June 5, 2008 9:03 AM Douglas.Braunstein@jpmorgan.com Fw: Meeting with Emilio Botin

Timothy R.M. Main lPMorgan Chase & Co. 277 Park Avenue, 13th Floor New York, NY 10172 tel 212-622-7272 fax 917-546-2585 ----- Forwarded by Tim MainlJPMCHASE on 06/05/200808:50 AM ----Jose A Cerezo/JPMCHASE

06/04/20080155 PM

To"Bombieri, Enrico" <enrico.bombieri@jpmorgan.com>, Tim MainlJPMCHASE@JPMCHASE, "Chrin, John" <john.r.chrin@jpmorgan.com>, "Rivas, Fernando" <fernando.rivas@jpmorgan.com>, "Pinel, Enrique" <cnriquc.pinel@jpmorgan.com> cc"Casanueva, Enrique" <enrique.casanueva@jpmorgan.com> SubjectMeeting with Emilio Bolin

Jamie Dimon, Enrique Casanueva and I met with Santander Chairman Emilio Botin, and executive board members Matias R Inciarte and Juan R Inciartc. Good meeting and with lots of topics and with many questions from Santander. In fact so many questions that there was no time to . answer-ifew-ofthem. .------ .. ---. USA: Emilio Botin and Juan asked many questions about specific opportunities. Wamu, Wachovia, Suntrust and PNC which are of interest to Santander. We covered them in detail and Jamie reckoned that these are opportunities in which JP Morgan would also be interested. It is important to have an open dialogue with them, as Santander would not pursue anyone of these opportunties if JP . Morgan were_todo the same (can't compete on price with JPMorgan for an acquisition in the USA)~BuLSantand_erw_ould probably hire JP Morgan as advisor if we are not going after them. Emilio Botin said we could perhaps pursue opportunities togeteher. Asked Jamie if it would make sense for JP Morgan and Santander to go together after Wachovia. But we were interrupted with another question before Jamie could answer. Asked why did JP Morgan not huy Wamu and instead TPQ injected the capital; Jamie replied he thinks the potential losses are higher than TPQ is estimating, plus their losses are limited to their initial equity investment, unlike for JP Morgan (or any other USA bank) which has to mark to market and assign/inject additional capital accordingly. Emilio Botin is concerned about their position at Sovereign. They have devoted much resources, they have lost money and he believes it would have heen best to hid for control of the hank instead of trying to negotiate a capital increase with Santander suhscrihing the whole issue. Matias R Inciarte said the best route is to either gain control soon, or get out. Asia: Like many others, they are struggling to do hlL'iiness in Asia. Considering to buy a stake in a bank in China and asked if it makes sense to do so at current prices. Jamie replied that the concept is ok, but not now, too expensive, adding that so far "in China it is a one way street" with them wanting to get all and letting you get nothing, and that there will be more and better opportunities when China has a downturn. Also, too difficult to know what you are buying: many of them do not yet have integrated ~1'stems, possibly a meaningful amount of political loans, etc. Emilio Botin inquired about Jamie's views on Brazil and Mexico. Santander likes Banamex and has approached City to try and buy it, but not for sale. Jamie acknowledged he would like to buy it too. Europe: Jamie asked about their views on Royal Bank of Scotland. Botin thinks their mistake has been to go for ABN Amro wihout having a strong financial position. And then bad luck as wholesale banking outlook deteriorated sharply. Thinks Goodwin will stay at least until integration of ABN Amro's assets has been completed.

Confidential Treatment Requested by JPMC

JPM EX00004075

Consumer/auto finance: Santander is intrigued about why JP Morgan would not try to buy GE Money in USA, nor Citi's consumer finance assets in the USA. Jamie explained credit card business of GE Money is all private label. They can lose it to competitors who can do the business better, like ourselves. Citi's consumer finance business in the USA is a very good one, but does not fit in anyone of JP Morgan's key divisons He said Santander should take a good look at it. There are very few potential buyers at this moment, and Santander might be able to get it for a good price and Citi could perhaps provide some of the financing themselves to facilitate the deal. Santander continues to be a buyer of auto finance assets. Drive Financial doing better than they expected in terms of npls; reason being Texas, where they do the bulk of their business, is doing much better that other regions because they are a big beneficiary of the high oil price. Still, priority in the USA is to buy businesess with retail deposits/branches. Not easy to finance auto loan companies in the USA these days. Botin finally asked a lot of questions about the decision makeing process at the top, number of board members and members of the executive committee. Frequency of meetings and other corporate governance issues. Obviously very good chemistry between Jamie and Botin, who would like to see him next time he is in New York. Jose A Cerezo lP Morgan Financial Institutions Group Tcl: +34 91 5 16 13 5 I +3434630904440

Confidential Treatment Requested by JPMC

JPM EX00004076

Exhibit 3

~. CT Corporation

Service of Process Transmittal

0212412009
CT Log Number 514486511

11111111111111111111111111 1111111111111111111111111111611111111
TO:
Carl Del Vecchio JPMorgan Chase Bank, N.A. 1 Chase Manhattan Plaza 20th Floor, Legal Department New York, NY 10081

RE:
FOR:

Process Served In Texas

JPMorgan Chase Bank, National Association (Domestic State: OH)

ENCLOSED ARE C;OPlES 01' LEGAL ~Roc;ESS RECEIVED BY THE STATUTORY AGENT OF THE ABOVE COMPANY AS FOLLOW$;

TITLE OF ACTION.

American National Insurance Company, et at., PItts. vs. JPMorgan Chase & Co., and JPMorgan Chase Bank, National Association, Dfts. Citalion, Original Petition, Civil Case Statement, First Set of Interrogatories 122nd Judicial District Court Galveston County, TX Case II 09CV0199 Tortious Interference with an EXIsting Contract, Unjust Enrichment and Breach of Contract
WAS SERVED:

DOCUlIIsrrIS) SERVED: COURT/AGENCY:

NATURE OF ACTIONI

ON WHOM

~ROCESS

C T Corporation System, Dallas, TX By Process Server on 02124/2009 at 15:45 By 10:00 a.m. on the Monday next after the expiration of 20 days Andrew J. Mytelka One Moody Plaza 18th floor Galveston, TX nsso 4097973200 CT has retained the current log, Retain Date: 02124/2009, Expected Purge Date: Ol/011Z009 Image SOP Email Notification.LegaIPapersServedlegal.papers.served@jpmchase.com CC Recipient(s) Teresa Goldberg, via Customer Pickup C T Corporation System Beatrice Casarez 350 North St Paul Street

DATE AND HOUR OF SERVICE:

A~~EARANC:E

OR ANSWER Due:

ATTORNEYISI , SENDERIS,:

ACTION ITEMS:

SIGNeD:

PER:

ADDRess:

SUite 2900 1 _ _ _ _ _ _ _ftl;EPMONE:~--------Qallas,...IX.1.520.t. _ 2149323601

-------------------------------1

Page 1 of 1 1 VC
In,...matton dl5pl.a)ll!d an (hIS trammiUalls , .... CT C~(ior". IKon! keepi"!l purposes only and is povvided to the rodp;... , lor

Ql.rick R"e1'8K~. Thn m'ormllUon does not cDIHtitut~ a Iepi opinion .s to !he nature of action, the amount 01 damaS". the i.~ Gte. or any Information CDIlt.lfnerd in tht documenU themsd"",. Reci~ is responsible r... interpreti,,! said document. and t... lOki,,! apprq>riate action. Si!J'OturlO5 on certIfied mail reipt. confirm receipt 01 pacta!" only, not contents.

Citation U1>On

Whom Personal Service

..
VS.

CITAnON THE STATE OF TEXAS CASE NO. 09CVOl99 -122ND District Court

AMERICAN NATIONAL INSURANCE COMPANY, ET AL

JPMORGAN CHASE & CO., ET AL

:lsslJenA JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, Upon Whom Process of Service may be
had by serving:Registered Agent, C.T CORPORATION SYSTEM, 350 NORTH ST. PAUL ST., DALLAS, TEXAS 75101 DefendantGreetings: NOTICE TO DEFENDANT: You have been sued. You may employ an Attorney. Tryou or your attorney does not file a written answer with the clerk who issued this citation by 10:00 a.m. on the Monday next following the expiration of twenty days after you were served this citation and petition, a default judgment may be taken against you. The Original petition was filed on the 16111 day of February 1009in cause number 09CV0199 pending before the 122ND District Court of Galveston County, Texas. See attached Original Petition for named parties to the suit. The name and address of the Pro Se party or Attorney: ANDREW J. MYTELKA, ATTORNEY, ONE MOODY PLAZA, 181H FLOOR, GALVESTON, TEXAS 77550 The nature of the demand of the Plaintiff is shown by a true and correct copy of the Original Petition attached to this citation. If this citation is not served it shall be returned unserved. Issued and given under my hand and seal of Court at Office, on February 18,2009 A.D. A Status Conference is set for: 05-21-09 Please refer to and complete the attacbed Status Confereace Sheet. Upon completion, plea.se return to Oerk of Court. LATONIA D. WILSON, District Clerk, Galveston County, Texas, 600 51)l1li Street, Suite 4001, Galveston, Texas 7755]

BY:~~~~~~~~~~~________
Terell Smith, Deputy Clerk

~!!

--J

OFFICER'S RETURN Came to hand on the _ _ _ day of at ___ o'clock at _ _M. Executing , at o'clock _ _ _ .M. on the day of Within the County of _ _ _ _ _ _--', _ _ _ .By delivering to the within the named Defendant by serving: Registered Agent at Each in person a true copy of this citation together with the accompanying copyofilie-petition, having first attached such copy of such petition to such copy of citation and endorsed on such copy of citation the date of delivery. Total fee for serving citation $ _ _ __ Name of Officer or Authorized &. Disinterested Person County, Texas By: , Signature of Deputy of Authorized & Disinterested Person Authorized & Disinterested person's Verification: On this the day personally appeared , known to me to be the person Mlose signature appears on the foregoing return. After being duly sworn by me, he/she stated that this citation was executed by himJher in the exact manner recited on the return. Sworn to and subscnbed before me, on this the ____ day of _ _ _ _ _ _ _ _........J, _ _ Notary's Name Printed:--::=-_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ Notary Public in and for the State of Texas._ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
---:c,------=-=:-----::----:----"

U-Wfl:~~
;;L-~Lj-()7

'~

..

CAUSE NO.

0 q C. (I () I q q
IN THE DISTRICT COURT GAL VESTON COUNTY, TEXAS

AMERICAN NATIONAL INSURANCE COMPANY, AMERICAN NATIONAL PROPERTY AND CASUALTY COMPANY, AMERICAN NATIONAL GENERAL INSURANCE COMPANY, FARM FAMILY LIFE INSURANCE COMPANY, FARM FAMIL Y CASUALTY INSURANCE COMPANY, PACIFIC PROPERTY AND CASUALTY COMPANY, AMERICAN NATIONALLLOYDSINSURANCE COMPANY, NATIONAL WESTERN LIFE INSURANCE COMPANY, and GARDEN STATE LIFE INSURANCE COMPANY, Plaintiffs vs. JPMORGAN CHASE & CO., and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, Defendants.

~ /~TH ruDICIAL CIRCUIT

DEMAND FOR JUR Y TRIAL

PLAINTIFFS' ORIGINAL PETITION

. TO THE HONORABLE STATE DISTRICT JUDGE: COME NOW, Plaintiffs American National Insurance Company, American National Property and Casualty Company, American National General Insurance Company, Fann Family Life Insurance Company, Farm Family Casualty Insurance Company, Pacific Property and Casualty Company, American National L10yds Insurance Company, National Western Life Insurance Company, and Garden State Life Insurance Company (collectively. "Plaintiffs"), who file this Original Petition against Defendants JPMorgan Chase & Co. and JPMorgan Chase Bank, National Association (collectively, uJPMC" or "Defendants").

.. . .
Parties
1. Plaintiff American National [nsurance Company ("ANlCO") is a Texas

insurance company with its principaJ place of business at One Moody Plaza, Galveston, Galveston County, Texas 77550.

2.

American National Property and Casualty Company ("ANPAC") is a Missouri

insurance company with its principal place of business at 1949 East Sunshine, Springfield, Missouri 65808.

3.

American National General Insurance Company ("ANGIe") is a Missouri

insurance company with its principal place of business at 1949 East Sunshine, Springfield. Missouri 65808. 4. Fann Family Life Insurance Company ("FFLlC") is a New York insurance

company with its principal place of business at 344 Route 9W, Glenmont, New York 12077. 5. Fann Family Casualty Insurance Company ("FFCIC") is a New York insurance

company with its principal place of business at 344 Route 9W, Glenmont, New York 12077.

6.

Pacific Property and Casualty Company ("Pacific") is a California insurance

company with its principal place of business at 1949 East Sunshine. Springfield, Missouri

65808.

7.

American National Lloyds Insurance Company ("AN LLOYDS") is a Texas

insurance company with its principal place of business at 1949 East Sunshine, Springfield, Missouri 65808.

..
8. National Western Life Insurance Company ("NWL") is a Colorado insurance company with its principal place of business at 850 East Anderson Lane, Austin. Travis County, Texas 78752. 9. Garden State Life Insurance Company ("Garden State'') is a Texas insurance

company with its principal place of business in League City, Galveston County, Texas 77550. 10. JPMorgan Chase & Co. (referred to as "JPMC", collectively with its subsidiary,

co-defendant JPMorgan Chase Bank, National Association) is a bank holding company incorporated in Delaware with its principle place of business at I Chase Manhattan Plaza, 59th Floor, New York, New York, 10005-1401. JPMorgan Chase & Co. may be served with

process through service upon its registered agent for service of process in the State of Texas, C.T Corporation System, 350 North St. Paul St., Dallas, Texas 75201. II. Defendant JPMorgan Chase Bank, National Association (referred to as

"JPMC", collectively with its parent, IPMorgan Chase & Co.) is a wholly owned subsidiary of JPMorgan Chase & Co. Defendant JPMorgan Chase Bank, National Association is a national banking association incorporated in the state of New York with its principal place of business at 270 Park Ave., New York, New York 10017-2070. JPMorgan Chase Bank, National
---------1

Association may be served with process through service upon its registered agent for service of process in the State of Texas, C T Corporation System, 350 North Sl. Paul St., Dallas, Texas 75201.

Discovery Control Plan

12. Plaintiff intends that discovery be conducted under Level 3, and affirmatively

pleads that it seeks monetary relief aggregating more than $50,000.

.
Jurisdiction and Venue
13. 14. The Court has jurisdiction over the parties and subject matter of this cause. The amount in controversy is within the jurisdictional limits of this Court. All Defendants are authorized to conduct business in Texas and regularly and

IS.

systematically transact substantial business in the state of Texas. A substantial part of the conduct of each Defendant complained-ofherein occurred in the state of Texas. 16. Venue is proper in Galveston County, Texas, because a tort suit for damages

may be brought in the county in which the injury was inflicted. TEX. CIV. PRAC. & REM. CODE 15.093. 17. Venue is also proper in Galveston County, Texas, because all or part of the

cause of action arose in Galveston County. TEX. CIV. PRAC. & REM. CODE 15.094. 18. Venue is also proper in Galveston County, Texas, because the Defendants have

an agency or representative in Galveston County. TEX. CIV. PRAC. & REM. CODE 15.094. 19. Venue is proper in Galveston County, Texas, because a substantial part of the

events or omissions giving rise to the claims occurred in Galveston County. Texas. TEX. CIV. PRAC. & REM. CODE J5.002(a)(1).

Summary of Claim - Overview

20. In September of2008, motivated by greed and unrestrained by moral or legal

boundaries, the Defendants exploited a perceived liquidity crisis in the banking industry to improperly and illegally take advantage of the fmancial difficulties of Washington Mutual, Inc. ("WMI''), the nation's largest savings and loan association. Defendants used the crisis as a

backdrop and lever to negotiate the seizure and sale of the banking operations of WMIWashington Mutual Bank, Henderson, NV and Washington Mutual Bank. FSB, Parle City, UT (together, "Washington Mutual Bank" or "WMB'')-stripped of liabilities, from federal regulators. In negotiating with the federal regulators, JPMC misused confidential financial infonnation ofWMI and WMB (collectively referred to as "Washington Mutual") that it had gained through deceptive means and under false pretenses. JPMC's purchase of Washington Mutual's core operations from federal regulators culminated a years-long scheme designed to wrongfully exploit the opportunity of a financial crisis in Washington Mutual. 21. On September 25, 2008, after weeks of pressure by the Defendants upon Federal

Deposit Insurance Corporation (the "FDIC") and other federal regulators, the FDIC and the Office of Thrift Supervision (the "OTS") agreed to the Defendants' terms. On that day. the OTS seized Washington Mutual Bank ("WMB"), passed the bank to the FDIC as receiver, and the FDIC sold the crown jewels of Washington Mutual to JPMC at a fue sale price. In the deal, JPMC acquired the extensive banking franchise of Washington Mutual for the severely undervalued sum of $1.9 billion.

--------------------------

22.

As a result of the FDIC deal. according to JPMC's fourth quarter 2008 financial

reports, JPMC gained 2237 branches and $126.3 billion in deposits (an increase of63%), and reported a positive impact upon its retail financial services. card services and commercial banking divisions. More tellingly, in this fourth quarter 2008 statement, JPMC admitted that the fair value of the assets it obtained from Washington Mutual was $1.3 billion more than the $1.9 billion it paid, and booked a gain in that amount. This $1.3 billion extraordinary gain was in addition to the $581 million extraordinary gain reported on October 15,2008 as being the

result of the acquisition of Washington Mutual's assets. As JPMC stated in the footnote to its fourth quarter 2008 Consolidated Financial Highlights statement, explaining the gain: "JPMorgan Chase acquired the banking operations of Washington Mutual Bank for $1.9 billion. The fair value of the net assets acquired exceeded the purchase price which resulted in negative goodwill. In accordance with SFAS 141, nonfinancial assets that are not held-for-sale were written down against that negative goodwill. The negative goodwill that remained after writing down nonfmancial assets is recognized as an extraordinary gain." 23. The deal capped a years-long effort on the part of Defendants to acquire

Washington Mutual and expand its operations to the West Coast. As JPMC's Chief Executive Officer of Retail Financial Services, Charlie Scharf, stated in an October 2, 2008 letter to Washington Mutual employees after the acquisition: "During the last few years as we have been building our own business, we kept tract of banks that would complement our franchise and help us become a better bank for our customers, our employees and our shareholders. Washington Mutual consistently was at the top of the list." 24. As early as 2004, JPMC and JPMC's then-Chief Operating Officer and later

Chief Executive Officer, james "Jamie" Dimon, set a goal to acquire the Washington Mutual banking franchise and geographic market. In the months and years prior to the seizure of Washington Mutual by the Office of Thrift Supervision on September 25, 2008, the Defendants developed and executed a scheme designed to achieve this end. 25. Defendants' plan first entailed strategically placing key personnel to gather

information regarding Washington Mutual's strategic business decisions and financial health. In addition, Defendants later falsely negotiated with Washington Mutual as a good faith bidder during the summer of 2008, when Washington Mutual sought a purchaser for itself. Instead of dealing honestly with Washington Mutual, JPMC used its "inside position" to build a

profitable bid to the FDIC. The Defendants worked extensively with the FDIC to design bidding parameters that would suit JPMC's needs, and which would rule out other potential bidders. 26. In this way, the Defendants were able to strip the liabilities away from the

valuable revenue-producing assets of Washington Mutual, and to obtain those assets. All of these acts were done with the knowledge of contractual liabilities owed to Plaintiffs and the intent to destroy Washington Mutual's ability to fulfill those obligations. 27. Following the dismantling of Washington Mutual, because of the dubious

circumstances of its closure, the United States Attorney's Office, Western District of Washington, announced that a mUlti-agency investigation had been launched to scrutinize the activities of the participants to Washington Mutual's closure. As U.S. Attorney Jeffrey C. Sullivan stated on October 15, 2008, "Due to the intense public interest in the failure of Washington Mutual, I want to assure our community that federal law enforcement is examining activities at the bank to determine if any federal laws were violated. The FBI, Federal Deposit Insurance Corporation Office of Inspector General (FDIC-DIG), Securities and Exchange Commission (SEC) and the Internal Revenue Service Criminal Investigations (IRS-CI) have all provided investigators to our task force.

For more than 100 years Washington Mutual was a highly regarded financial institution headquartered in Seattle. Given the significant losses to investors, employees, and our community, it is fuJ]y appropriate that we scrutinize the activities of the bank, its leaders, and others to determine if any federal laws were violated." When asked about the investigation by the Wall Street Journal for an article appearing the next day, JPMC declined to comment. The investigation, upon information and belief, is ongoing.

L-____________---------------------------------------------------------

.
Statement of Claim

28.

This is an action for Tortious Interference with an Existing Contract, Unjust

Enrichment and Breach of Contract. 29. The Plaintiffs own common stock of Washington Mutual. Inc. ("WMI") and

debt securities of WMI and Washington Mutual Bank ("WMB") (collectively referred to as "Washington Mutual"). 30. On September 25, 2008, JPMC, in order to gain money and market share.

wrongfully finalized its scheme to strip away valuable assets of Washington Mutual without properly compensating the company or its stakeholders, including the Plaintiffs. JPMC's scheme was a prime example of JPMC's capitalizing on its position of strength through use of unfair and illegal business practices. For JPMC, strength, power and influence justified the pursuit of profits by any means available. 31. One of JPMC's "strengths" was its "insider" status through its influence with

banking regulators and policymakers and its access to information through its business dealings with clients, associates and other parties. When JPMC identified a business target, it
----------------------~

improperly used its influence to gather confidential information from and about these companies. Upon information and belief JPMC then created and exploited opportunities to wrongfully disclose or use the confidential information to achieve its business purposes at the expense of these companies. 32. IPMC's scheme to strip away Washington Mutual's value from its stakeholders

involved, among other things, misusing access to government regulators to gain non-public information in order to gain a competitive advantage and wrongfully influence government

policy and actions. In addition, JPMC deceptively gained access to Washington Mutual's confidential financial records through the use of "plants" and "moles" engaged in corporate espionage at Washington Mutual. JPMC misused the wrongfully obtained confidential

information of Washington Mutual to bargain and work with federal regulators for the seizure and sale of Washington Mutual's assets. JPMC leaked false and harmful information to news media. which incited depositors to make withdrawals from their Washington Mutual accounts. JPMC obstructed Washington Mutual's efforts to sell itselfin a fair bidding process. Finally, JPMC exerted improper influence over government regulators to prematurely seize Washington Mutual, a solvent and liquid bank, and to sell assets of Washington Mutual without an adequate or fair bidding process.

JP Morgan takes the valuable assets of Washington Mutual and destroys the property rights of shareholders and contract rights of debt holders
33. Just prior to September 25. 2008, Washington Mutual was the nation's largest

savings and loan association, specializing in providing home mortgages, credit cards and other retail lending products and services. Washington Mutual had more than 43,000 employees, more than 2,200 branch offices in 15 states and S188.3 billion in deposits. WMB was the _ _ _ _ _ _wholl}'-owned-subsidiar-y-of:---W-MI,a-savings-bank-holding-company-with-a-thritrcharter. WMB was the chief source of revenue for WMl.

34.

WMB and WMI were both subject to regulation and examination by the Office

of Thrift Supervision (the "OTS"), an agency of the United States Department of the Treasury. In addition, WMB was supervised by the FDIC, among other state and federal agencies. 35. In and around 2004, JPMC's then-Chief Operating Officer, James Dimon,

resolved to improve JPMC's lack of market presence on the West Coast and in the south.

Dimon would, in 2005, take over JPMC as Chairman and Chief Executive Officer. JPMC's shareholders had been clamoring for Washington Mutual's network of bank branch holdings on the West Coast and south, and its large deposit base. Dimon, in response, promised to acquire banks in "fast-growing markets such as Florida, New Jersey and California," according to a March 28,2005 Business Week article. 36. On July 29, 2004, at a company meeting with JPMC's branch managers, Dimon

declared "Retail is not only here to stay, but you are a tremendous asset." Dimon promised to push to expand the retail business. Later that month, Dimon told analysts on a conference call that JPMC would be in position to make a "major acquisition" by early 2006. Upon

information and belief, the intended "major acquisition" referred to by Dimon was Washington Mutual. 37. In January of 2005, in order to place insiders in his targeted company, Dimon

sent a number of senior and junior executives to Washington Mutual to begin "new chapters" in their lives. The most significant transfer to Washington Mutual was Stephen 1. Rotella, an IS-year veteran of JPMorgan Chase, who held the posts of chief executive officer for Chase Home Finance, executive vice president for JPMorgan Chase, and member of the JPMorgan Chase executive committee. At Washington Mutual, Rotella took the job of president and chief operating officer. 38. In addition to Rotella, at least four senior vice presidents and a chief financial

----

officer transferred from JPMC to Washington Mutual as plants in late 2004 and 2005. These included, Steve Fortunato, a 12 year veteran of JPMC serving as Senior Vice President, Chase Home Finance, who was responsible at JPMC for, among other things, merger analysis,

10

forecasting and mortgage servicing valuation; raj Bindra, Chief Financial Officer and Executive Vice President for Chase Home Finance; John Berens, senior vice president of default services, managing over 2,000 JPMC employees; Youyi Chen, PhD, senior vice president responsible for managing the interest rate risks of IP Morgan Chase's mortgage servicing rights (MSR) portfolio; and Bill Murray, a senior vice president, led the MSR valuation, pricing and reporting functions for JPMC's Capital Markets group. Upon

information and belief. Rotella and the other JPMC executives that transferred to Washington Mutual understood and agreed to help with Dimon's long term plan and goal for JPMC to . acquire Washington Mutual. and thereafter provided substantial assistance to that end. 39. JPMC's and CEO Dimon' s strategy of gaining an insider position was a well-

trodden approach for them. They used this approach in 2006 to gain confidential information regarding a client's natural gas derivatives trading positions, Amaranth. JPMG and Dimon used this confidential information and misstatements about Amaranth's solvency to prevent attempts to sell a block of its natural gas position to an outside party. JPMC inserted itselfinto the deal and reaped a profit of more than $725 million. As reported by an online news source on November] 5, 2006 and later cited in Amaranth's lawsuit against JPMC. a JPMC executive boasted of IPMC's ability to leverage its inside information sources: "We are not exposed from a credit perspective, materially. which allows us to respond quickly to opportunities when they come up.... Amaranth was one obvious example of that. I imagine there will be others as we go through time where our ability to be on the inside. hut not compromised, is extremely powerful. " 40. From 2005 to 2007, upon information and belief. IPMC gathered non-public

information f!om RotelJa and the other former IPMC executives placed at Washington Mutual

II

relating to Washington Mutual's banking and mortgage markets, and statuses in those markets. In addition, JPMC gathered this information regarding Washington Mutual and other banks from government regulators and monetary policymakers at the Office of the Comptroller of the Currency, OTS, FDIC, Federal Reserve, and other individuals in governmental positions of power. JPMC used this information to build a "fortress balance sheet," from which it could later acquire Washington Mutual. 41. In 2006, Washington Mutual's credit rating was securely investment grade.

However, beginning in 2006 and continuing through 2008, lending institutions faced a difficult business envjronment due to a deteriorating housing market, an increase in mortgage delinquencies and foreclosures, illiquidity and loss of value of asset-backed and mortgagebacked securities, and a general downturn in the global credit markets. 42.

In April of2008, despite having posted significant losses, Washington Mutual's

credit was still investment grade and the company was solvent and liquid. At this tUne, JPMC made its fIrSt attempt to acqUire Washington Mutual, making a public offer to purchase Washington Mutual for $8 a share, or about $7 billion, in JPMC stock. Washington Mutual declined, and instead accepted a capital infusion by a private investor group of approximately
--------1

$7 billion, at $8.75 per share. 43. The rejection did not deter JPMC, however. Instead, upon information and

belief, JPMC began to exert pressure on the OTC, FDIC and other regulators to intensify oversight and reporting requirements of Washington Mutual, with the end goal of closing Washington Mutual in a seamless transfer of the valuable, cherry-picked, assets, while leaving the liabilities, to JPMC.

12

44.

This was not the first time JPMC pressured government officials to gain undue

advantage in its efforts to bid for an ailing competitor. As Reuters and the Washington Post reported in articles published on October 22, 2008, according to an "anonymous but specific" complaint to Senator Chuck Grassley, the ranking Republican on the Senate Finance Committee, the general counsel for JPMC and the enforcement director for the U.S. Securities and Exchange Commission had inappropriately discussed the details of SEC investigations into Bear Stearns in relation to JPMC's efforts to acquire Bear Stearns in March of 2008. Sen. GrassIey, in a letter to SEC Chairman Christopher Cox, stated that Linda Thomsen, the SEC enforcement director, gave inside information to Stephen Cutler, the General Counsel of JPMC (and himself a former SEC enforcement director), about the state of SEC investigations into Bear Stearns, which enabled JPMC to put together a low-ball bid to purchase Bear Steams. JPMC ultimately won the Bear Steams bidding with a bid of $2 per share, after the company

had previously traded at $30.85 per share. JPMC later agreed to raise the price to about $10
per share. As Sen. Grassley's stated regarding JPMC's misuse ofits persorull relationship with an SEC official, "This inside information. gotten through a personal relationship, would be I---------critica.t-in-helping-Morgan-pun(fgetner a loW-OatlowloBear and t J l e U S - - - - - - - - government." 45. In the Washington Mutual case, because of JPMC's pressure, U.S. Treasury

Secretary Henry Paulson in July of2008 personally telephoned. Washington Mutual's Chief Executive Officer and advised him to sell Washington Mutual to JPMC. As reported in a

November 9, 2008 Seattle Times article citing Washington Mutual executives, Paulson warned the Washington Mutual's then-CEO, Kerry Killinger,

13

"You should have sold to JPMorgan Chase in the spring, and you should do so now. Things could get a lot more difficult for you." 46. During the summer of 2008, Defendants engineered a campaign involving

adverse media "leaks," stock sales, and deposit withdrawals designed to distort the market and regulatory perception of Washington Mutual's financial health. Defendants continued this campaign up until the seizure of WMB. 47. On or about September 4, 2008, the FDIC and JPMC discussed FDIC's

oversight of Washington Mutual, according to a Wall Street Journal article dated September

29, 2008. The article cited "people familiar with the situation," who stated that the FDIC told
JPMC that "the FDIC was carefully monitoring WaMu and that a seizure of its assets was likely." In addition, the FDIC told JPMC it wanted to immediately auction off the assets after the seizure. Therefore, upon information and belief. at or about the time of this

communication, JPMC and the FDIC agreed to a plan whereby federaJ regulators would seize

WMB and certain valuable assets would be passed to JPMC, and certain liabilities excluded.
From September 4, 2008 to September 25, 2008, JPMC and FDIC continued discussions regarding seizure of WMB and JPMC's purchase of WMB's valuable assets and stripping 1------;away-WMB.!s-liabilities::-.- - - - - - - - - - - - - - - - - - - - - - - - - - - 48. During late July and early September of 2008, the FDIC exerted pressure upon

the OTS to seize WMB. A Wall Street Journal article dated September 27,2008, stated that this pressure, and OTS's reluctance to downgrade Washington Mutual, continued for weeks. 49. On September 7,2008, Washington Mutual entered into a memorandum of

understanding with the OTS concerning "aspects of the bank's operations, principally in several areas of its risk management and compliance functions, including its Bank Secrecy Act

14

gton Mutual committed compliance program ." In this memorandum of understanding, Washin t for its earnings, asset to provide the OTS "an updated, multi-year business plan and forecas business plan did not quality, capital and busines s segment perfonnance." However, the s to the products and require the compan y to rinse capital, increase liquidity or make change services it provides to customers. 50. quarter On Septem ber 11,200 8, Washington Mutua) released preliminary third

zed and liquid. In its financial results, which showed that the company was well capitali release, the company stated with "[T]he compan y continues to maintain a strong liquidity position funding sources. The approximately $50 billion of liquidity from reliable 2008 compan y's tier I leverage and total risk-based capital ratios at June 30, antly above the were 1.16% and 13.93%, respectively, which were signific expects regulatory requirements for well-capitalized institutions. The company pitalized both ratios to remain significantly above the levels for weU-ca institutions at the end of the third quarter." 51. as an On or about September 12, Washington Mutual hired Goldm an Sachs

advisor to help fmd a buyer for Washington Mutual. 52. reported On Septem ber 12, 2008, the Bloomb erg financial news organization

tions were described that JPMC was in "advan ced talks" to buy Washington Mutual. Negotia included JPMC' s CEO as being conducted "at the highest levels of both compan ies" and ent was not involved. Dimon and Washin gton Mutual 's CEO Alan Fishman. The governm 53. which Based on its ongoing negotiations with the FDIC and the manner in

with Washington JPMC later obtaine d Washington Mutual 's assets, JPMC' s "negotiations" Mutual Mutual were a sham and a pretext designed to gain access Washington 's confidential

it would negotiate in financial infonnation. JPMC misrepresented to Washington MutuaJ that

15

good faith for the purchase of the company. It is apparent from the fact that the Washington Mutual board of directors and officers were unaware of the imminent seizure and simultaneous sale of WMB to JPMC, that JPMC did not disclose that it was negotiating separately with the FDIC for the seizure ofWMB and purchase ofits assets. The fact that JPMC made no serious offer to Washington Mutual during September of2008 for the purchase of the entire entity, but instead negotiated with the FDIC for the purchase of the cherry-picked assets out of receivership indicates that JPMC never had any intention to directly deal with Washington Mutual regarding purchase of Washington Mutual or any part thereof. 54. JPMC required, as a term of its "negotiations" with Washington Mutual, that

JPMC be permitted access to Washington Mutual's fmancial non-public, confidential, financial records.

In return for being granted access to Washington Mutual's confidential and

proprietary financial information, JPMC, upon information and belief, executed an agreement, which it had no intention of abiding by, to keep confidential and not disclose any and all confidential information gathered by JPMC as part of its due diligence in examining Washington Mutual's financial circumstances. 55. Furthermore, in its dealings with Washington Mutual, JPMC implicitly

represented to Washington Mutual that it would abide by the rules and expectations set forth in JPMC's own Code of Conduct (the "Code"). However, in dealing with Washington Mutual, JPMC failed to meet the ethical standards and rules contained in its Code. 56. The Code, which is publicaIly available on JPMC' s web site, "sets forth certain

minimum expectations that JPMorgan Chase has for ... employees and directors of JPMorgan Chase & Co. and its direct and indirect subsidiaries." The Code states that "We are all

16

expected to conduct the finn's business in accordance with the highest ethical standards, respecting the firm's customers, suppliers, and other business counterparties, dealing responsibly with the finn's assets, and complying with applicable legal and regulatory requirements." As one of JPMC's executives boasted, "Jamie Dimon and I are proud of the 20G-year tradition ofintegrity on which this finn is built ...." 57. The Code of Conduct states regarding "'Confidential Infonnation, Public

Communication, Data Privacy": "Weare all responsible for the safeguarding of confidential information, whether it is information entrusted to us by our customers, information regarding JPMorgan Chase's businesses and activities, or infonnation about other employees.

You may not . . . directly or indirectly use or disclose to anyone any such confidential information, except as permitted by the Code and other policies applicable to you

(d) Do not disclose confidential information to anyone outside the firm unless you are authorized to do so. Where such disclosure is authorized, a confidentiality or privacy agreement may be required; check with the Legal Department" 58. In gaining access to Washington Mutual's confidential records, JPMC and

Dimon falsely promised that JPMC would maintain the secrecy of Washington Mutual financial infonnation. However, neither JPMC nor Dimon ever had any intention ofabiding by its Code of Conduct or maintaining the confidentiality of Washington Mutual fmanciaI records. Upon infonnation and belief, JPMC instead disclosed infonnation as it saw fit to news media, government regulators, and investors, in such way as promoted its scheme. In addition, JPMC used its insider status to aggressively gather confidential information from Washington Mutual, which it then analyzed in order to accurately estimate the value of WMB deposits, mortgage

17

portfolio and other assets in order to make a detailed and profitable prearranged bid to the FDIC for the purchase of those assets. JPMC was therefore well prepared when the FDIC asked for bids to purchase WMB's assets some two weeks later. 59.

On September 12, 2008, JPMC froze the assets of Lehman Brothers, thus

precipitating Lehman Brothers' collapse and sending financial markets into tunnoil. The resulting fear and uncertainty in the financial markets further hindered Washington Mutual's efforts to find a bidder for itself. 60. During this time, news media ran many stories that discussed Washington

Mutual's unsuccessfu] efforts to sell itself, and other aspects of the company's fmancial health. Many of these news stories were sourced by unnamed "investment bankers" close to the negotiations. As a CNN Money article dated September 18, 2008 stated regarding the merger rumors about Washington Mutual and other banks, .. You have bankers throwing rumors around trying to see how the market would react to things." The Wall Street Journal on September 19,2008 reported that JPMC was reviewing Washington Mutual's books, "which are packed with shaky mortgages," and was <Cbiding its time on a potential bid," according to "people close to J.P. Morgan." By September 23, 2008, the Financial Times was reporting that "people familiar with the talks" involving the Washington Mutual purchase said that the OTS

was pushing for a speedy solution, but "[o]ne challenge for an outright sale of Washington
Mutual is that the acquiring bank. would have to take on WaMu's troubled mortgage portfolio, as well as the bank's litigation risk." Between September 15.2008 and September 25, 2008, WMB customers withdrew $ 16.7 billion in deposits, thus achieving JPMC' s goal of creating a bank run.

18

61.

In September of2oo8, the Defendants shared the confidential information with

outside investors in order to arrange an $8 billion capital infusion that would enable JPMC to maintain its Tier 1 capital ratio. An investigative article published by the Wall Street 10urnal on September 29,2008 details how 1PMC contacted 10 major financial firms, many of whom were significant JPMC shareholders, asked them if they were interested in investing in the "strategic acquisition of a retail bank," and shared material non-public information relating to the acquisition. Nine out the ten firms contacted chose to invest, and 1PMC was able to raise over $11.5 billion within 24 hours after the FDIC awarded JPMC WMB's assets in late September of2008. 62. On Tuesday, September 23, 2008, according to a September 29, 2008 Wall

Street 10urnal article, the FDIC purportedly sought bids from select bidders, including JPMC, for the sale ofWMB. Upon information and belief. an agreement had already been reached at this time between the FDIC and 1PMC for the seizure and sale ofWMB to JPMC. In addition, the requirements for a "conforming bid" had been reached after extensive negotiations between the FDIC and 1PMC. Among other things, the wrredacted portions of JPMC's "bid" to the FDIC dated September 24, 2008. obtained through Plaintiffs' Freedom of Information Act request, refer to multiple discussions between JPMC and the FDIC, OTS, OCC and other unspecified colleagues of the FDIC. 63. JPMC was the only company that submitted a confonning bid. According to

records obtained from the FDIC by way of Plaintiffs' FOIA request, the only other bid was from Citigroup, Inc. This bid, by its own admitted terms, was not a conforming bid under the structure the FDIC offered. As it was nonconforming, the FDIC rejected this bid.

19

64.

On September 24, 2008, the FDIC awarded JPMC the bid for WMB's assets.

On Thursday evening September 25, 2008, the OTS seized WMB and placed WMB into receivership with the FDIC. 65. Upon infonnation and belief, the seizure ofWMB was conducted a day earlier

than had been originally planned due to an expected legislative banking relief plan-the
"bailout"-that appeared imminent earlier that week. On Tuesday, September 23, 2008, Federal Reserve Chainnan Ben Bemanke and Treasury Secretary Henry Paulson testified before the Senate Banking Committee regarding the dire implications for the broader economy if the bailout was not passed by the end of the week. The $700 billion financial bailout would have provided financial relief to Washington Mutual as it ultimately did for other non-seized national financial institutions, thus making seizure more difficult to justifY. 66.

In addition, two weeks later, the FDIC raised the ceiling for deposit insurance

from $} 00,000 to $250,000. Many of the deposits Washington Mutual lost in mid-September came from accounts exceeding the earlier $100,000 limit. 67. On September 25,2008, only two days after the FDIC sought a bidder for the

assets of Washington Mutual Bank. the FDIC and JPMC signed a "Whole Bank Purchase and Assumption" agreement whereby the FDIC, as receiver, sold WMB assets, including its branches, deposit liabilities, loan portfolio, and covered bonds and secured debts to JPMC for $1.9 billion. This purchase price, which got JPMC the most valuable assets of Washington Mutual without any of the liabilities or litigation risk, was well below JPMC's offer of more than $7 billion for the entire Washington Mutual company-liabilities and assets-rnade only five months prior. JPMC did not acquire obligations to unsecured debt holders such as the

20

Plaintiffs' in the transaction, or any litigation liability ofWMI or WMB. JPMC stated that it expected to take a write-down ofS30 billion to $54 billion on the acquired loan portfolio. 68. In return. JPMC received 2,237 bank branches, $123.3 billion in deposits, and a

significant increase in market presence in California, Oregon, Washington and Florida, and strengthening of market presence in several other states. JPMC gained $176 billion in home loans, minus approximately $30 billion in write downs. JPMC expected the deal to generate $12 billion in capital over the next four years. After the deal, JPMC was the second largest retail bank in the United States. With its third and fourth quarter financial reports for 2008, JPMC reported gains of almost $1.9 billion, due to its admission (buried in a financial statement footnote) that the fair value of the WMB's assets acquired exceed the $1.9 billion purchase price it paid to the FDIC. 69. Following JPMC' s acquisition of the Washington Mutual prime assets, Rotella

was released from employment by JPMC. As a result of the tennination, Rotella became eligible for an approximately $20 million cash severance, plus millions more in noncash severance. Upon information and belief, Defendants JPMC and their CEO Dimon intended this result when Rotella was sent to Washington Mutual, and rewarded Rotella for his efforts
----------------------~

by payment of $20 million as provided in his employment agreement. 70. WMI, on September 26,2008, having lost its primary income-producing asset,

filed for Chapter 1 J bankruptcy in the U.S. Bankruptcy Court for the District of Delaware, Case No. 08-CV-I 2229-MFW. WMI as it now exists lacks sufficient income-producing assets to meet its contractually mandated debt obligations to the Plaintiffs who own WMI bonds.

21

WMI bonds, and the underlying contractual rights, are therefore substantially impaired. WMI stock is worthless. 71. The WMB bonds (also held by Plaintiffs) are subject to liquidation as part of the

FDIC receivership. Upon information and belief, these Bonds are worthless. The FDIC, in an infonnational sheet provided to claimants in Washington Mutual Bank states, "The FDIC as Receiver for Washington Mutual Bank does not anticipate that subordinated debt holders of the bank will receive any recovery on their claims."

Common stock owned by the Plaintiffs

72. The Plaintiff ANPAC purchased 5,000 shares ofWMl common stock in 2004

and 2005, and held the stock though September 30,2008. AU purchases were made in League City, Galveston County, Texas. 73. The Plaintiff Garden State purchased 1,200 shares of WMl common stock in

2004, and held the stock though September 30, 2008. All purchases were made in League City, Galveston County, Texas. 74. The Plaintiff Farm Family Life Insurance Company purchased 2,600 shares of

WM1 common stock in 2004, and held the stock though September 30,2008. All purchases were made in League City, Galveston County, Texas. 75. The PlaintiffNWL, through a wholly owned subsidiary, NWL Financial, Inc.,

-------------------4

purchased 1500 shares of WMI common stock in 2004 and 2005. and held the stock though September 30, 2008. All purchases were made in League City, Galveston County, Texas.

22

Bonds owned by the Plaintiffs and JPMC knowledge of Plaintiffs' Bond Contracts
76. The Plaintiffs owned the bonds listed below, which were issued by WMI andlor

WMB (collectively referred to in later paragraphs as "Bonds"). Each bond evidences debt owed to them by the issuer. As such, the Bonds evidence the contractual obligation of WMI and/or WMB to pay to each Plaintiff a stream of future cash payments consisting of coupon payments and a payment of the principal value of the bond.

77.

JPMC. by way of a whollY-Owned subsidiary, served as registrar andlor

depositary for some or all of the Global Bank Note Programs under which the Plaintiffs' bonds were issued, and thereby had knowledge of the terms and conditions of Plaintiffs' bond contracts. JPMC's access to knowledge of the Bond contracts is described in the program circular for Washington Mutual Bank's Global Bank Note Program of April 2002. and states on page 37 that: "J.P. Morgan Trust Company, National Association will serve initially as the Regi strar for the Registered Notes. In such capacity, the Registrar will cause to be kept at its offices in The City of New York, as register (the "Note Register'') in which, subject to such reasonable regulations as it may prescribe, the Registrar will provide for the registration of the Registered Notes and of transfers thereof"

- - - - - - - - 1 8 - .-For-the-4:625%-A-prlI-t;-2ot4--maturity-Borut,-:fPMe-was-tisteU-ollthe
prospectus and was the depository institution for investors that wanted to hold their investments through Euroclear. In addition. JPMC was the depository and a joint bookrunning manager on the 5.0% March 22,2012 maturity Bond and was again the depository institution for investors that wanted to hold their investments through Euroclear. 79. Through this special role with regard to Washington Mutual's bonds. its

examination of Washington Mutual's confidential financial information in September of2oo8,

23

and access of publically available information, JPMC had actual knowledge of the contractual rights and obligations associated with the Plaintiffs' bond contracts and was well aware of the contractual rights with which its scheme would interfere. Because of this actual knowledge of the bond contracts at issue, JPMC knew that its scheme to effect the seizure and sale of WMB's valuable assets would create a default and totally prevent WMI and WMB from otherwise being able to perform their obligations under the contracts. 80. ISSUER Washington Mutual, Inc. Washington Mutual Bank Washington Mutual Bank Washington Mutual Bank Washington Mutual Bank ANICO owns the following bonds: CUSIP 939322ATO COUPON MATURITY 5.0% March 22, 2012 January 15, 2013 January 15, 2013 June 15,2011 PURCHASE DATE August, 1, 2005 October 9, 2003 October 14, 2003 October 15, 2002 September 16, 2004 PARIF'ACE . $8,325,000

93933VAS7

5.5%

$5,300,000

93933VAS7

5.5%

$5,079,000

93933WAA4

6.875%

$3,000,000

93933WAB2

5.65%

August 15, 2014

$5,000,000

81.

ANPAC owns the following bond: CUSIP 93933WAA4 COUPON MATURITY 6.875% June 15,2011 PURCHASE DATE October IS, 2002 PARIFACE $2,000,000

ISSUER Washington Mutual Bank

.
24

82.

ANGIC owns the following bond:

ISSUER

CUSIP

COUPON MATURITY

PURCHASE DATE
April 6, 2004

PARIFACE

Washington Mutual, Inc.

939322AN3

4.625%

April 1, 2014

$1,000,000

83.

FFLIC owns the following bond:

ISSUER

CUSIP'

COUPON MATURIlY'

PURCHASE
D~TE.

PARIFACE

Washington Mutual Bank

93933WAA4

6.875%

June 15,2011

May 16,2002

$5,000,000

84.

FFCIC owns the following bonds:

ISSUER

CUSW

COUPON MATURITY

PURCHASE DATE
April 6, 2004

PARIFACE

Washington Mutual, Inc. Washington Mutual Bank

939322AN3

4.625%

April 1,2014

$1,000,000

93933WAA4

6.875%

June 15,2011

October 15, 2002

$3,200,000

85.

Pacific owns the following bond:

ISSUER

CUSIP

COUPON MATURITY

PURCHASE DATE
August t, 2005

PARIFACE

Washington Mutual, Inc.

939322AP8

4.2%

January 15,
2010

$500,000

25

86.

AN LLOYDS owns the following bond:

ISSUER
Washington Mutual, Inc.

CUSIP
939322AN3

COUPON MATURITY PURCHASE

DATE

PARIFACE
$1,000,000

4.625%

Aprill,2014

April 6, 2004

87.

NWL owns the following bonds:

ISSUER
Washington Mutual Bank Washington Mutual Bank

CUSIP
93933VAS7

COUPON MATURITY PURCHASE

DATE

PAR/FACE
$5,000,000

5.5%

January 15, 2013 January 15, 2013

January 23, 2004 January 26, 2004

93933VAS7

5.5%

$4,000,000

Causes of Action Count One: Tortious Interference witb Existing Contract

88.

The allegations in the preceding paragraphs are hereby incorporated by

reference as if fuJly set forth herein. 89. In and about September of 2008, each Plaintiff (except Garden State) owned

Bonds of either WMI and/or WMB, which bonds evidenced the contractual obligation by WMl andlor WMB to make cash payments to the Plaintiff, as set forth in each Bond. WMB utilized a Global Note Program under which some of Plaintiffs' Bond investments were offered. The specifics of those offerings were described in Pricing Supplements. More specifically, the 2002 Offering Circular covering the Note Issuance program for WMB states: "[Washington Mutual Bank] is obligated to make payments or principal of, and premium. if any, and interest on all of its Notes in the applicable
26

specified currency .... " The Circular further provides: "The applicable Pricing Supplement will specify a fixed interest rate per annum payable on a Fixed Rate Note. Unless otherwise specified in the applicable Pricing Supplement, the interest payment dates (the "Interest Payment Dates") for Fixed Rate Notes (other than Zero Coupon Notes) having a maturity greater than one year will be semi-annual on such dates specified in the applicable Pricing Supplement. Payments of interest on Fixed Rate Notes having maturities of greater than one year will include interest accrued to but excluding the relevant Interest Payment Date or Maturity. Unless otherwise specified in the applicable Pricing Supplement, interest on Fixed Rate Notes denominated in U.S. dollars with maturities of greater than one year will be computed on the basis of 360-day year of twelve 30-day months." Consistent with those terms, the Pricing Supplements utilized the interest payment dates of

"January 15 and July 15 for each year ... " up to the stated Maturity Date of the specific Bond
at which time remaining principal or par value of the Bond would be returned to the investor. These types of various Bond obligations entitled Plaintiffs to specific interest and principal payments from WMB and WMI. 90. Defendants were specifically aware of the Bond obligations to Plaintiffs.

Defendants, through sources of information publically available to aU participants in the I------mark:etplace-for-financial-instruments;-through;ts-position-and-responsibilities-as-depositary---andIor registrar for some or all of Global Bank Note Programs under which the Plaintiffs' bonds were issued, and through its extensive due diligence into the financial circumstances of Washington Mutual, were aware of terms and conditions of all of the contractual relations and rights relating to the outstanding debt obligations of WMI and WMB. As such, the Defendants had actual knowledge of the existence of the Plaintiffs' bond contracts and the fact that their

27

actions in causing the seizure and sale out of the FDIC receivership would interfere with Plaintiffs' rights under the bond contracts. 91. Defendants willfully and intentionally interfered with Plaintiffs' bond contracts

by inducing WMI and WMB to breach the contracts. As a proximate result of Defendants' actions, WMI voluntarily filed a petition in bankruptcy court, and has failed and refused to meet its obligations under the bond contracts. Likewise, WMB, through the FDIC as receiver for WMB, has failed and refused to meet its obligations Wlder the bond contacts. 92. Defendants made WMI's and WMB's performance under the bond contracts

impossible, more burdensome, difficult and expensive by executing its scheme to strip away the source of revenue from which WMI and WMB were to meet their obligations Wlder the bond contracts. The scheme included, among other things, gaining access to Washington Mutual's confidential fmancial information under false pretenses, breaching an agreement to maintain the confidentiality of such information, and misusing the infonnation. In addition, Defendants breached its promise to negotiate with Washington Mutual in good faith and obstructed Washington Mutual's efforts to sell itself. Defendants used their insider status and fmancial strength to work to bring about a regulatory seizure of WMB and obtain the sale of WMB assets from federal regulators to JPMC at a below-market price Wlder terms that would sever the Plaintiffs' contractual rights under the Bonds. 93. and loss. Defendants' actions proximately caused the Plaintiffs to suffer actual damage

28

Count Two: Breach of Confidentia6ty Agreement

94.

The allegations in the preceding paragraphs are hereby incorporated by

reference as if fully set forth herein. 95. It is a usual and customary business practice for a business to sign a

confidentiality agreement prior to engaging in a review of the financial records of another business for the purpose of conducting due diligence as part of a potential purchase of all or part of the business. The terms of such agreement provide that the reviewing party-shall maintain the confidence of all confidential information reviewed. Upon information and belief, JPMC signed such a confidentiality agreement, and such agreement was valid and enforceable. 96.
As owners of common stock of WMI and debt holders of the entities of WMI

and/or WMB, the Plaintiffs have a valid and enforceable interest in protecting WMI and WMB from the harm resulting from disclosme of confidential financial information, and are intended beneficiaries of the confidentiality agreement. As a result, Plaintiffs have standing to sue for breach of the confidentiality agreement.

agreement. 98.

The Defendants violated the confidentiality agreement by, among other things,

misusing confidential financial information of Washington Mutual to negotiate with and develop a bid to submit to the FDIC, communicating with the FDIC regarding raw data and analyzed data for purposes that were wholly contrary to the purposes and intentions of the confidentiality agreement, disclosing confidential information with potential investors in order

29

to obtain capital, and, upon information and belief, disclosing confidential information to third parties in order to cause depositors to withdraw deposits, hamper Washington Mutual's efforts to obtain a purchaser for itself, and drive down WMI's credit rating and stock price.

99.

The Defendants' breach caused the Plaintiffs injury by preventing WMI from

obtaining a purchaser for itselfor improving its financial health enough so that it could weather the market tunnoil. As a result, the value of Plaintiffs' conunon stock was rendered worthless, and the contractual rights underlying the Bonds are of no value. Count Three: Unjust Enrichment

100.

The allegations in the preceding paragraphs are hereby incorporated by

reference as if fully set forth herein.

101.

JPMC received a benefit from its transaction with the FDIC whereby it obtained

the valuable assets ofWMB at a price less than its fair market value. By JPMC' s admission in its year-end 2007 financial statement, the fair value ofWMB's assets was almost $1.9 billion more than the amount JPMC paid. 102. Defendants unjustly failed to pay the Plaintiffs for the benefits they received,

from the Plaintiffs. 103. The failure of Defendants to pay for the benefits they received was to the

Plaintiffs' detriment and occurred only because the Defendants used fraud, duress, and took undue advantage by way of false pretenses, deceit, breached trust, and broken promises, in order to obtain the WMB assets at below market prices out of the FDIC receivership, unencumbered of Plaintiffs' contractual rights to payment.

30

Plaintiffs pray that Defendants be cited to appear and answer herein, and that upon trial of

this cause judgment be rendered for Plaintiffs as follows:

a. b. c. d. e. f. All actual, consequential, and special damages; Punitive damages as provided by statutory and common law; Attorneys fees and legal expenses (including expert fees); Pre- and Post- judgment interest; Equitable relief to which Plaintiffs may be entitled; and, Costs of court.

Plaintiffs pray for general relief and such other and further relief to which they may be entitled in equity or at law. Plaintiffs respectfully demand a trial by jury.

Respectfully submitted,

Andrew J. Mytelka I------------------------------------------Attorne~in-Cruug~~e~--------------------------~ State Bar No. 1476700 S.D. Tex. J.D. No. 11084 Joe A.C. Fulcher State Bar No. 07509320 M. David Le Blanc State Bar No. 00791090 Joseph R. Russo, Jr. State Bar No. 24002879 Steve Windsor State Bar No. 21760650 James M. Roquemore State Bar No. 24058082 31

--

..

. .
One Moody Plaza, 18th Floor Galveston, Texas 77550 (409) 797-3200 (409) 766-6424 (FAX)
ATTORNEYSFORPL~FS

32

.'"
THE DISTRICT COURTS OF GALVESTON COUNTY

CIVIL CASE INFORMATION STATEMENT

This Case Information Slatement is for administrative purposes only. It shal be filed with the Parties Original Pleadings and shall be served upon aD other parties to the action. STYLE:

COURT NO.

At"ft l("\ c.eo.. N ...~~IIft4.l

Co
\J.
i ~ .. \

J."~U(~"C.f

CASE NO.
FILED BY:

Cki<}JO It\
><
PlaintiffS Defendant

J 'Lk

......l

Name of Primary Attomey filing this BarNo.

Name of Opposing Attomey, if known

\l4-."., 0 0 ON~ fJ\ooc),# \J\c.l.c.

J

Bar No. _ _ _ _ _ _ _ _ _ _ _ _ __

I&do'-EI.
Address

Address

Gc.\v.\~
City

)J(
State
Fax No.

/1 S~O
Zip

City

Slate

Zip

( 40'\ ) 1 q 1 ) 2.00
Phone No.

( 404)

1 &6 - 6". 24-

-::---_ _ _ _ _--,.,,---,-_ __
Phone No. Fax No.

-"....~

Briefly describe the case, including special characteristics that may warrant extended discovery or accelerated disposition. If discovery LEVEL 3 is requested, expl~ why. Attach additiooal sheets if necessary.

ue .... ~

\"""\ .. ~... ,"'Ya\"". \ Cc.MpltlL Co .... ~. c.\ """look" \ """'(JI",""')!oJ ""'~""\~t~ ~ COfll\pl.ccl- .) ~\~("'n"""ll. .h\(CI"'.... X
(

IJ

~ lI ...j

Estimated time for discovery

~~

Estimated Tra. Time

~en?

w ~ 4 1oC..s

Do you presently anticipate adding any parties? IV 0

Level Assignment Preferred: LEVEl 1 $50,000 or less Is this case suilable for ADR?_ _-,1,,-o._~

________________________

LEVEL 2 All other Cases

LEVEL 3

X
Court order only

_____

ADR Method
Da~

M .. ;). -..&.-, '6..,

,c= --....;:::::::Signature of Attomey _ _ _ _ _ _ _ _ _ _ _ _ _ __

11 .-.Jre.v) M....." ---_ _ __ Printed Name of Attomey: _ _ __ __ _ _ _ _ _ _LfL{r-~ rtN U

_______________

3.

All Slatus Cooferences will be set for the Thursday following 90 days from the date of filing. YOUR STATUS CONFERENCE IS SET AS FOLLOWS: 10TH Distrid Court 56" District Court 122"" District Court 21 i" District Court 405 District Court 10:00 a.m. 9:30a.m. 9:30a.m. 9:00am. 9:30a.m.
REV 6/2004

S"/21/() I
~

..
CAUSENO. ________________________

AMERICAN NATIONAL INSURANCE COMPANY. AMERICAN NATIONAL PROPERTY AND CASUALTY COMPANY, AMERICAN NATIONAL GENERAL INSURANCE COMPANY, FARM FAMIL Y LIFE INSURANCE COMPANY, FARM F AMIL Y CASUALTY INSURANCE COMPANY, PACIFIC PROPERTY AND CASUALTY COMPANY, AMERICAN NATIONAL LLOYDS INSURANCE COMPANY, NATIONAL WESTERN LIFE rnSURANCECOMPANY,oodGARDEN STATE LIFE INSURANCE COMPANY, Plaintiffs vs. JPMORGAN CHASE & CO., ood JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, Defendoots.

IN THE DISTRICT COURT GALVESTON COUNTY, TEXAS TH JUDICIAL CIRCUIT

PLAINTIFFS' FIRST SET OF REQUESTS FOR PRODUCTION TO DEFENDANT, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION.

TO:

JPMorgoo Chase Bank, National Association, 270 Park Ave., New York, New York 10017-2070 by way of service upon its registered agent for service of process in the State of Texas, C T Corporation System, 350 North St. Paul St., Dallas, Texas 75201.

Pursuant to Rules 192, 193 and 196 of the Texas Rules of Civil Procedure, you are requested to produce, at the offices of GREER, HERZ & ADAMS, L.L.P., One Moody Plaza, 18th Floor, Galveston, Texas 77550, no later than fifty (50) days from the date of service, the documents ood other tangible things described for examination, photocopying, and reproduction.

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I. DEFINITIONS
Unless otherwise indicated in a specific request or negated by the context of the request, the following definitions apply: (A) Plaintiff's - Unless otherwise indicated, the tenn "Plaintiffs" refers to the named Plaintiffs, and their subsidiaries and affiliates. (B) Bonds - Unless otherwise indicated, the tenn "bonds" shall refer to those bonds identified in the Plaintiffs' Original Petition as being owned by the Plaintiffs. (C) Defendant, Responden!, You or Your - Unless otherwise indicated, the use in this Set of Discovery Requests of the tenn "Defendant", "Respondent", "You" or "Your" shall specifically refer to JPMorgan Chase & Co., its subsidiaries and affiliates, as well as Your directors, officers, attorneys, agents, employees, and all other natural persons or business or legal entities acting, or purporting to act, for or on Your behalf whether authorized to do so or not. By way of example and not limitation, "Defendant," "Respondent," "You" and "Your" includes James "Jamie" Dimon. (D) WMI - The tenn "WMI" refers to Washington Mutual, Inc., its subsidiaries and affiliates, as well as its trustee in bankruptcy, directors, officers, attorneys, agents, employees, and all other natural persons or business or legal entities acting, or purporting to act, for or on WMI's behalf whether authorized to do so or not (E) Washineton Mutual Bank - The term "Washington Mutual Bank" unless otherwise indicated, refers to the banking operations of WMI and where appropriate, the entities Washington Mutual Bank, Henderson, NV and Washington Mutual Bank, FSB, Park City, UT. (F) FDIC - The tenn "FDIC" refers to the Federal Deposit Insurance Corporation acting in any capacity, and any directors, officers, attorneys, agents, employees, and all other natural persons or business or legal entities acting, or purporting to act, for or on FDIC's behalf whether authorized to do so or not. (G) OTS - The tenn "OTS" refers to the Office of Thrift Supervision and any directors, officers, attorneys, agents, employees, and all other natural persons or business or legal entities acting, or purporting to act, for or on FDIC's behalf whether authorized to do so or not. (H) Person - The tenn "Person" shall include individuals, associations, partnerships, corporations, joint ventures, proprietorships, agencies, boards, commissions, governmental entities, and any other institutions whether formed for business purposes or any other purposes and the officers, representatives, employees, and agents of such associations, partnerships, public or private corporation, joint ventures, proprietorships, agencies, boards, commissions, governmental entities, and institutions.
(I) Document(s), Other data compilation or Tangible things - The tenns "Document(s)", "Other data compilations" and/or "Tangible things" as used in this Set of

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GREER, HERZ & ADAMS, L.L.P.

C -~ By:---------.....:~""'--Andrew J. Mytelka
Attomey-in-Charge State Bar No. 1476700 S.D. Tex. I.D. No. 11084 Joe A.C. Fulcher State Bar No. 07509320 M. David Le Blanc State Bar No. 00791090 Joseph R. Russo, Jr. State Bar No. 24002879 Steve Windsor State Bar No. 21760650 James M. Roquemore State Bar No. 24058082 One Moody Plaza, 18th Floor Galveston, Texas 77550 (409) 797-3200
(409)766~24(FllX)

ATTORNEYS FOR PLAINTIFFS

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Discovery Requests means and includes, whether printed or recorded, or reproduced by any other mechanical process: all originals when available, and otherwise a carbon copy, xerox copy, or other identical or non-identical copy, of any agreements, contracts, communications, directives, correspondence, telegrams, letters, memoranda, forms, summaries or records of personal conversations or interview or telephone conversations, trip reports, diaries, graphs, repom, studies, reports of studies, position papers, notebooks, notes, charts, plans or specifications, drawings, sketches, calculations, working papers, maps, summaries or records of meetings or conferences, summaries or reports of investigation or negotiations, opinions or reports of consultants, computer print-outs, books, accounts, writings, photographs, motion picture film, electronic or videotape recordings, magnetic tapes or other product of any device for recording sound, light or electronic impulses, brochures, pamphlets, advertisements, circulars, press releases, any marginal comments appearing on any Docwnent, Other data compilations from which infonnation can be obtained and translated, if necessary, by Respondent, into reasonably usable fonn, and drafts of any of the foregoing. In those instances when requested information is stored only on software or Other data compilations, the Respondent should either produce the raw data along with all codes and programs for translating it into usable form or produce the information in a finished usable form, which would include all necessary glossaries, keys and indices for interpretation of the material. It is further requested that aU Documents and/or Other data compilations which might have impact on the subject matter of this litigation be preserved and that any ongoing process of Document destruction involving such Documents cease, whether or not such destruction is pursuant to the unrelated business practices of Respondent
(1) Communicate or Communication - "Communicate" and "Communication" refer to every disclosure, transfer, or exchange of information, whether face to face, oral, written, by telephone, mail, personal delivery, or otherwise.

(K) And and Or - "And" and "or" shall be construed either conjunctively or disjunctively as required by the context of the request. (L) Relate or Relating - "Relate" or "relating" shall mean in whole or in part directly or indirectly referring to, concerning, connected with, commenting on, responding to, showing, -----,describing;-analyzing;-reflecting;-evidencing;-orconstituting.

eM) Control - "Control" means within Your possession, custody, or control and includes constructive possession as long as You, Your attorneys, agents, or representatives, whether natural Persons or business or legal entities, have possession, custody, or control or have an equal or superior right to compel production from any third party having possession, whether natural Persons or business or legal entities, and including any agency, authority, or representative.
(N) Identify - The use of the term "identify" in any of its forms in this Set of Interrogatories shall require Respondent to provide: (l)

with respect to a natural person, the person's full name. present employer. present job title, present job description, present business address and present residence

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address (last known if the present addresses are unknown). If there have been changes in employer, job title, or job description during the time period covered by this Set of Interrogatories, then Respondent shall provide an employers, titles, and job descriptions together with the period during which each title or job was held; (2) with respect to a witness, his full name, present employer, present job title. present job description, present business address and present residence address, whether the witness has given a statement and, if so, the date the statement was given, the person to whom the statement was given, whether the statement as oral or in writing, and, if oral, whether the state was or has been reduced to writing; and identify all documents relating to the statement or testimony of the witness; with respect to a business entity. the full name of the business entity, the present address of its principal place of business, the present address of each of its other places of business, all dates and states of incorporation, all dates and places of registration, and the identity of its officers, directors, and partners; with respect to a document, its title, date, author (and, if different, signer or signers), addressee, recipient of each copy, subject matter and substance, the present location, an the identity of the custodian(s). All documents shall be so identified regardless of whether or not the document is in Respondent's possession, custody or control and regardless of whether the document is claimed to be privileged The identification of a document requires the identification, as separate documents, of all attachments to each document, as well as drafts and revisions of the document; with respect to a file, the title, any other file designator, date, subject matter, the location(s) where it was maintained in the usual course of business immediately prior to the time it was first used in connection with this litigation, and the identity of the custodian at such time; die identification of each person taking part in the communication, the identification of each person present at the time of the communication, the subject matter of the communication, the substance of the communication, the mode of communication, the date and location of the communication, and the identification of all documents relating thereto.

(3)

(4)

(5)

--------,(6J--with-respectLo-an-orai-statemen~representatibn-or-commurucation,

(0) If any Document which would be responsive to any discovery request herein was, but is no longer, in Your possession or subject to Your Control, or is no longer in existence, Identify each Document, in the manner defined hereinabove, and by additionally stating: (1) (2) ifit is missing or lost; or if it has been destroyed; or

-5-

(3) (4)

if it has been transferred voluntarily to others; or it has been otherwise disposed of; and, in each instance in which it has been destroyed, transferred, or disposed of: (a) explain the circumstances surrounding such disposition; and Identify the Persons{s) directing or authorizing its destruction or transfer; and the date(s) of such direction or authorization; and

(b)

(c)

(d) whether the Document (or copies) are still in existence, and if so, Identify the custodians{s) and its (or their) present location(s).

(P) The singular and masculine of any noun or pronoun includes the plural, the feminine, and the neuter, as determined from the context of the interrogatory. The defined terms include any version of that term, including capitalization, italicized, bold, underlined, or regular usage of the term.

<Q) If Defendant claims any privilege or immunity in connection with any of these discovery requests, Defendant shall state its claim in detail and provide all information that is relevant to the eval uation of the claim of privilege or immunity or to the waiver of the privilege or immunity. The information shall be sufficient to allow presentation of the claim to the court and to allow Plaintiffs to contest the claim and urge any waiver of the privilege. The information shall also include, without limitation, the Identity of all Documents and of all oral statements and communications relating to the claim or its waiver.
(R) These discovery requests are continuing in nature. If further information comes into the possession of, or is brought to the attention of You, Your partners, agents, employees, officers, directors, representatives or attorneys in the course of trial or prior to trial, then supplementation of Respondent's response is required.

II. INSTRUCTIONS
(A) If any Document which would be responsive to any discovery request herein was, but is no longer, in Your possession or subject to Your Control, or is no longer in existence, Identify each Document, in the manner defined herein above, and by additionally stating: 1) if it is missing or lost; or 2) if it has been destroyed; or 3) if it has been transferred voluntarily to others; or 4) it has been otherwise disposed of; and, in each instance in which it has been destroyed, transferred, or disposed of: a) explain the circumstances surrounding such disposition; and

-6-

b) Identify the Persons(s) directing or authorizing its destruction or transfer; and c) the date(s) of such direction or authorization; and d) whether the Document (or copies) are still in existence, and if so, Identify the custodians(s) and its (or their) present locations(s). (B) The singular and masculine of any noun or pronoun includes the plural, the feminine, and the neuter, as determined from the context of the interrogatory. The defined terms include any version of that term, including capitalized, italicized, bold, underlined, or regular usage of that term. (C) If you claim any privilege or immunity in connection with any of these discovery requests, you shall state its claim in detail and provide all information that is relevant to the evaluation of the claim of privilege or immunity or to the waiver of the privilege or immunity, specifically including the privilege claimed, the facts upon which you rely to support the claim of privilege, and the scope of said privilege. The information shall be sufficient to allow presentation of the claim to the court and to allow Requesting Party to contest the claim and urge any waiver of the privilege. The information shall also include, without limitation, the Identity of all Documents and of all oral statements and communications relating to the claim or its waiver. Proceed to answer with all requested information for which protection or privilege is not claimed. (D) These discovery requests are continuing in nature. If further information comes into the possession of, or is brought to the attention of You, Your partners, agents, employees, officers, directors, representatives or attorneys in the course of trial or prior to trial, then supplementation of Respondent's response is required.

(E) Except as otherwise specified or indicated by context, each of the following requests seeks information for the period from January 1, 2000, to the date of your responses hereto, subject to your continuing duty to supplement.
I------=un:=p=a:-::c~~t-::o:::n,.-,the subject matter o{-tlllstitigation

(F) It is requested that all documents and/or other data compilations which might have be preserve<:i-arrc:rtJrat-any-ongoing-process-of'--------i document destruction involving such documents cease, whether or not such destruction is pursuant to the unrelated business practices of Responding Party.

(G) Counsel for Requesting Party will discuss with counsel for Responding Party any questions regarding perceived ambiguities in, or claims regarding the burdens involved in, or compliance with the discovery sought in this request in order to resolve any such issues without the necessity of court intervention.

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III. REQUESTS FOR PRODUCTION Produce all documents, data compilations and other tangible items related to, evidencing or reflecting the following: REQUEST FOR PRODUCTION NO. I: All documents that constitute, memorialize or evidence agreements between you and the FDIC made from January 1,2008 to the present regarding the following entities or their assets: (a) WMI; (b) Washington Mutual Bank, Henderson, NV; (c) Washington Mutual Bank, FSB, Park City, UT, RESPONSE:

REQUEST FOR PRODUCTION NO.2: All documents that constitute, memorialize or evidence agreements between you and the OTS made from January 1,2008 to the present regarding the following entities or their assets: (a) WMI; (b) Washington Mutual Bank, Henderson, NY; (c) Washington Mutual Bank, FSB, Park City, UT, RESPONSE:

REQUEST FOR PRODUCTION NO.3: All documents that constitute memorialize or evidence agreements between you and any person 1-----made-from-January-I-;-200S'to-thellresentregarding-each-ofthefoitowing-entities-or'theinssets:-----(a) WMI; (b) Washington Mutual Bank, Henderson, NY; (c) Washington Mutual Bank, FSB, Park City, UT, RESPONSE:

REQUEST FOR PRODUCTION NO.4: All documents relating to your negotiations for and acquisition of the assets and liabilities of Washington Mutual Bank pursuant to any Washington Mutual Bank Purchase and Assumption Agreement, entered into by and among FDIC and you,

-8-

RESPONSE:

REQUEST FOR PRODUCTION NO.5:

All documents evidencing or reflecting a confidentiality agreement between you and the FDIC in any way related to the acquisition of WMB assets. All documents evidencing or reflecting a confidentiality agreement between you and WMB or WMI in any way related to the acquisition ofWMB assets.

RESPONSE:

REQUEST FOR PRODUCTION NO.6:

All documents and communications between you and any person, including but not limited to the FDIC, OTS and WMI, relating to any offer or negotiation to purchase of part or all of WMI or Washington Mutual Bank during the time period from January 1,2008 to September 30. 2008.

RESPONSE:

REQUEST FOR PRODUCTION NO.7: The following documents and communications delivered to the FDIC on or about September 24, 2008:
~)lBiaF'rnonnmr;------------------------------------------------------~

(b) Certified Board Resolutions; (c) Secretary's Certificate re: Authorized Officers; (d) Purchaser Eligibility Certification; (e) any document, including cover letter, accompanying the documents identified in (a) through (d), above. RESPONSE:

REQUEST FOR PRODUCTION NO.8: All documents and electronic files upon which were relied or used in creating or developing any

bid or offer regarding Washington Mutual Bank submitted to the FDIC, including but not limited to the bid submitted on or about September 24, 2008. RESPONSE:

REQUEST FOR PRODUCTION NO.9: All documents that identify or reference the source of information used to create any bid, communication or document submitted to the FDIC or OTS regarding Washington Mutual Bank during the period from January I, 2008 to the present RESPONSE:

REQUEST FOR PRODUCTION NO. 10: All documents acquired or created regarding or in furtherance of negotiations between you and the FDIC, OTS or any person concerning WMI or Washington Mutual Bank, made between January I, 2008 and the present. RESPONSE:

REQUEST FOR PRODUCTION NO. 11: All documents that reflect the identity of any person that communicated with the FDIC or OTS regarding WMI or Washington Mutual Bank: during the time period between January 1,2008 and the present RESPONSE:

REQUEST FOR PRODUCTION NO. 12: All communications between you and the FDIC, OTS regarding WMI or Washington Mutual Bank: made between January I, 2008 and the present. RESPONSE:

10-

REQUEST FOR PRODUCTION NO. 13: All documents and communications relating to the approval by the OTS to enter an order putting Washington Mutual Bank into receivership. RESPONSE:

REQUEST FOR PRODUCTION NO. 14: All documents reflecting any meeting between you and any persons representing the following organizations regarding WMI or Washington Mutual Bank, between January 1, 2008 and the present:
(a) (b) (c) (d) (e) (t)

FDIC; OTS; any member or representative of the Federal Reserve; any federal agency; any official elected to office in the United States any director, officer, employee or agent ofWMI or Washington Mutual Bank:.

RESPONSE:

REQUEST FOR PRODUCTION NO. 15: All agreements between you and WMI or Washington Mutual Bank made from January 1,2008 to the present. This request includes, but is not limited to, all confidentiality agreements entered into between you and WMI or Washington Mutual Bank. RESPONSE:

REQUEST FOR PRODUCTION NO. 16: All documents provided by you to WMI or Washington Mutual Bank from September I, 2008 to September 30, 2008. RESPONSE:

REQUEST FOR PRODUCTION NO. 17:

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All documents received by you from WMI or Washington Mutual Bank from September 1, 2008 to September 30, 2008. RESPONSE:

REQUEST FOR PRODUCTION NO. 18: All documents acquired or created as a result of any due diligence investigation relating to the financial circumstances of WMI or Washington Mutual Bank between January 1, 2008 to the September 30, 2008. This request includes but is not limited to: (a) (b) (c) (d) (e) any charts describing the organizational structure ofWMI and its subsidiaries; all business and financial records obtained or reviewed from WMI and Washington Mutual Bank; all contracts of WMI and Washington Mutual Bank that were obtained or reviewed; all litigation to which WMI was involved, and any assessment made regarding such litigation; all real estate and personal property holdings of WMI and Washington Mutual Bank; all intellectual property holdings of WMI and Washington Mutual Bank; all federal, state and local tax returns of WMI and Washington Mutual Bank that were obtained or reviewed; aU other material that was reviewed as part of your due diligence.

(f) (g) (h)

RESPONSE:

REQUEST FOR PROnUCTION"NO:-19: All documents reflecting the identity of persons that conducted due diligence or examined fmancial records of WMI or Washington Mutual Bank on behalf of you from January I, 2008 to the present RESPONSE:

REQUEST FOR PRODUCTION NO. 20: All documents created or obtained by you as a result of any negotiations with WMI or Washington Mutual Bank from January 1,2008 to the present.

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RESPONSE:

REQUEST FOR PRODUCTION NO. 21:

All documents containing the results of analysis of financial data of WMI or Washington Mutual Bank created using information obtained as part of any due diligence investigation
RESPONSE:

REQUEST FOR PRODUcnON NO. 22:

Any and all documents, communications, recordings. transcriptions or other materials concerning any conversations or other communications between Ken Blincow of the FDIC and you, including documents upon which such person was copied, between January 1,2008 and the present, which in any way regards Washington Mutual. Bank.
RESPONSE:

REQUEST FOR PRODUCTION NO. 23:

Any and all documents, communications, recordings, transcriptions or other materials concerning any conversations or other communications between Mitchell Glassman of the FDIC and you, including documents upon which such person was copied, between January 1,2008 and the present, which in any way regards Washington Mutual Bank.
I---------RESPONSVO:----------------------------------------------------------~

REQUEST FOR PRODUCTION NO. 24:

Any and all documents, communications, recordings, transcnptIons or other materials concerning any conversations or other communications between Sheila Bair of the FDIC and you, including documents upon which such person was copied, between January 1, 2008 and the present, which in any way regards Washington Mutual Bank.
RESPONSE:

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REQUEST FOR PRODUCTION NO. 25: Any and all documents, communications, recordings, transcriptions or other materials concerning any conversations or other communications between any employee or representative of the FDIC and you, including documents upon which such person was copied, between January I, 2008 and the present, which in any way regards Washington Mutual Bank. RESPONSE:

REQUEST FOR PRODUCTION NO. 26: Any and all documents, communications, recordings, transcriptions or other materials concerning any conversations or other communications between William Isaac, a former FDIC chairman, and you, including docwnents upon which such person was copied, between January 1,2008 and the present, which in any way regards Washington Mutual Bank. RESPONSE:

REQUEST FOR PRODUCTION NO. 27: Any and all documents, communications, recordings, transcriptions or other materials concerning any conversations or other communications between John Reich of the OTS and you, including documents upon which such person was copied, between January I, 2008 and the present, which in any way regards Washington Mutual Bank. RESPONSE:

REQUEST FOR PRODUCTION NO. 28:

Any and all documents, communications, recordings, transcnptlOns or other materials concerning any conversations or other communications between Henry Paulson and you, including documents upon which such person was copied, between January I, 2008 and the present, which in any way regards Washington Mutual Bank.

RESPONSE:

REQUEST FOR PRODUCTION NO. 29:

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Any and all documents, communications, recordings, transcriptions or other materials concerning any conversations or other communications between Ben Bernank:e and you, including documents upon which such person was copied, between January 1, 2008 and the present, which in any way regards Washington Mutual Banlc. RESPONSE:

REQUEST FOR PRODUCTION NO. 30: Any and all documents, communications, recordings, transcnptlOns or other materials concerning any conversations or other communications between Chris Cox and you, including documents upon which such person was copied, between January I, 2008 and the present, which in any way regards Washington Mutual Banko RESPONSE:

REQUEST FOR PRODUCTION NO. 31: Any and all documents, communications, recordings, transcriptions or other materials concerning any conversations or other communications between Stephen Cutler and Linda Thomsen, including documents upon which either person was copied by the other, between January 1,2008 and the present, regarding Bear Sterns or Washington Mutual Bank. RESPONSE:

REQUEST FOR PRODUCTIONNO:-32'-;-:- - - - - - - - - - - - - - - - - - - 1 Any and all documents, communications, recordings, transcriptions or other materials concerning any conversations or other communications between any employee, officer or agent of Goldman Sachs and you, including documents upon which such person was copied, between January I, 2008 and the present, which in any way regards Washington Mutual Bank. RESPONSE:

REQUEST FOR PRODUCTION NO. 33: Any and all documents, communications, recordings, transcriptions or other materials

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concerning any conversations or other communications between Alan Fishman and you, including documents upon which such person was copied, between January I, 2005 and the present, which in any way regards the acquisition of WMI, Washington Mutual Bank, or any assets thereof, by you. RESPONSE:

REQUEST FOR PRODUCTION NO. 34: All documents reflecting the identity of the persons and finns contacted by you in September of 2008 regarding a "strategic acquisition of a retail bank," as referenced in the September 29, 2008 Wall Street Journal Article, "How J.P. Morgan Raised $11.5 Billion in 24 Hours," in order to raise capital in connection capital requirements affected by your bid to purchase Washington Mutual Bank. RESPONSE:

REQUEST FOR PRODUCTION NO. 35: All documents provided to persons and finns contacted by you in September of2008 regarding a "'strategic acquisition of a retail bank," as referenced in the September 29, 2008 Wall Street Journal Article, "How J.P. Morgan Raised $11.5 Billion in 24 Hours," in order to raise capital in connection capital requirements affected by your bid to purchase Washington Mutual Bank. RESPONSE:

REQlJESlFORPRODUCTIONNO:-3{): All documents reflecting the source of the information that was provided to persons and finns with respect to your efforts to raise capital in connection capital requirements affected by your bid to purchase Washington Mutual Bank. RESPONSE:

REQUEST FOR PRODUCTION NO. 37: All documents upon which you relied in reporting an extraordinary gain in the amount of S581 million on your third quarter 2008 Consolidated Financial Highlights as a result of your

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acquisition of the banking operations of Washington Mutual Bank.

RESPONSE:

REQUEST FOR PRODUCTION NO. 38:

All documents upon which you relied in reporting an extraordinary gain in the amount of $1.3 billion on your fourth quarter 2008 Consolidated Financial Highlights as a result of your acquisition of the banking operations of Washington Mutual Bank.

RESPONSE:

REOUEST FOR PRODUCTION NO. 39:

All documents and communications created or made from July 1,2008 to the present regarding your calculation and reporting of the extraordinary gains in the third and fourth quarters of 2008 as a result of your acquisition of the banking operations of Washington Mutual Bank.

RESPONSE:

REQUEST FOR PRODUCTION NO. 40:

All documents that reflect the identity of the persons that calculated the extraordinary gains in the third and fourth quarters of 2008 as a result of your acquisition of the banking operations of Washington Mutual Bank, and the persons responsible for reporting such gain.

1--------'RESPONSE:----------------------------------------------------------4

REQUEST FOR PRODUCTION NO. 41:

All post-acquisition documents that show the financial and business impact upon you as a result of your acquisition of the assets of Washington Mutual Bank.

RESPONSE:

REQUEST FOR PRODUCTION NO. 42:

-17-

All documents created by you between January I, 2004 and the present in which you "kept track of banks that would complement [your] franchise." and in which you detennined that "Washington Mutual consistently was at the top of the list," as stated by Charlie Scharf, your Chief Executive Officer of Retail Financial Services in a letter dated October 2,2008. RESPONSE:

REQUEST FOR PRODUCTION NO. 43: All documents reflecting your "ability to be on the inside" as being a source of power, strength or other positive attribute to be utilized as a business pmctice. RESPONSE:

REQUEST FOR PRODUCTION NO. 44: All memoranda, business plans, and documents evaluating or discussing WMI or Washington Mutual Bank created by you between January I, 2004 to the present RESPONSE:

REQUEST FOR PRODUCTION NO. 45: All documents reflecting or evidencing employment or separation agreements between WMB or WMI and WMB or WMI directors or the following employees: Steven Rotella, Taj Bindra, John Berens, Youyi Chen or Bill Murray between January 1,2008 and the present. RESPONSE:

REQUEST FOR PRODUCTION NO. 46: All documents that concern the circumstances, agreements and understandings relating to the termination of employment with you of the following persons, and their employment with WMI or Washington Mutual Bank, in and about 2004 to 2005: (a) (b) (c) Steven Rotella; Taj Bindra; John Berens;

-18-

(d) (e) RESPONSE:

Youyi Chen; Bill Murray;

REQUEST FOR PRODUCTION NO. 47: All communications between you and the following individuals from December 1, 2004 to the present:
(a) (b)

(c) (d) (e) RESPONSE:

Steven Rotella; Taj Bindra; John Berens; Youyi Chen; Bill Murray;

REQUEST FOR PRODUCTION NO. 48:

All communications and documents by, to, or upon which the following persons were copied between January 1,2004 to December 1,2004 that refer to WMIor Washington Mutual Bank:
(a) (b) (c) (d) (e)

Steven Rotella; Taj Bindra; John Berens; Youyi Chen; Bill Murray_

RESPONSE:

REQUEST FOR PRODUCTION NO. 49: All communications and documents delivered to or from you and Steve Fortunato from January 1,2007 to October 1,2008 RESPONSE:

-19-

REOUEST FOR PRODUCTION NO. 50: All communications between you and Steve Fortunato from January 1,2004 to the present that refer to WMI or Washington Mutual Bank RESPONSE:

REQUEST FOR PRODUCTION NO. 51: All communications between you and any member of the United States Senate Banking Committee during the period from July I, 2008 and October 15, 2008 relating or referring to any legislation under consideration by such committee. RESPONSE:

REQUEST FOR PRODUCTION NO. 52: All documents evidencing or reflecting internal communications by or between JPMC's Management and its Board of Directors regarding when the United States Congress may decide to provide money to financial institutions through a government bailout program which ultimately became the Troubled Asset Relief Program enacted in October of 2008. All documents evidencing or reflecting internal communications by or between JPMC's Management and WMB or WMI Board of Directors regarding when the United States Congress may decide to provide money to financial institutions through a government bailout program which ultimately became the Troubled Asset Relief Program enacted in October of 2008. RESPONSE:

REOUEST FOR PRODUCTION NO. 53: All communications between you and any member of the news media regarding WMI or Washington Mutual Bank during the period from April 1,2008 to September 30, 2008. This Request includes, but is not limited to, communications to or from the following persons: (a) (b) (c) Cd) (e) Heidi N. Moore of the Wall Street Journal Damian Paletta of the Wall Street Jomnal David Enrich of the Wall Street Journal Robin Sidel of the Wall Street Journal Dan Fitzpatrick of the Wall Street Jomnal

-20-

(f) (g) (h) (i)

0)
(k) (I) (m) (n)

(0) (P) (q) (r) (s) (t) (u) (v) (w) (x) (y) (z) (aa) (bb) (cc) (dd) (ee) (ft) (gg) (hh) (ii)

OJ)

Evan Perez of the Wall Street Journal Dan Fitzpatrick of the Wall Street Journal John McCorry, Bloomberg Rick Green of Bloomberg Ari Levy of Bloomberg Elizabeth Hester of Bloomberg Zach Mider of Bloomberg David Evans of Bloomberg Justin Baer of Bloomberg Saskia Scholtes of Financial Times Julie MacIntosh of Financial Times Krishna Guha of Financial Times Joanne Chung of Financial Times Kacey Wtkowski, Reuters Tim Dobbyn, Reuters Kim Dixon, Reuters Eric Dash of the New York Times Andrew Ross Sorkin of the New York Times Mara Der Hovanesian, as of2005, of Business Week Emily Thornton, as of2005, of Business Week Stanley Reed, as of 2005, of Business Week Eric Engleman, as of 2004, of the Puget Sound Business Journal Kristen Grind of the Puget Sound Business Journal Mary McGarity, as of2005, of Mortgage Banking Rami Grunbaum, Seattle Times Melissa Allison of the Seattle Times Amit R. Paley, Washington Post David Ellis of CNN Tami Luhby of CNN Julie Hirschfeld of Time Jeannine Aversa of Time

RESPONSE:";""":- - - - - - - - - - - - - - - - - - - - - - - - - - - 1

REQUEST FOR PRODUCTION NO. 54:

Any and all documents, communications, recordings, transcriptions or other materials concerning any conversations or other communications between Ben Bernanke and you between January 1,2008 and the present, regarding WMI or Washington Mutual Bank.

RESPONSE:

-21-

REQUEST FOR PRODUCTION NO. 55: All documents that reflect your trading activity on your own account regarding common stock of WMI from April 1, 2008 to September 30, 2008. RESPONSE:

REQUEST FOR PRODUCTION NO. 56: All documents that reflect advice or evaluations made by you between April 1, 2008 to September 30, 2008 regarding any security issued by WMI or Washington Mutual Bank RESPONSE:

REQUEST FOR PRODUCTION NO. 57: All documents that reflect deposit and withdrawal activity in any account maintained or. controlled by you in Washington Mutual Bank for the time period between April 1, 2008 to September 30, 2008. RESPONSE:

REQUEST FOR PRODUCTION NO. 58: All documents created by you from July 1, 2008 to the present, that reference the basis for your decision to freeze the assets of Lehman Brothers, which event occurred on September 12, 2008. RESPONSE:

REQUEST FOR PRODUCTION NO. 59: The personal and business diaries of James "Jamie" Dimon for the years 2004,2005,2006,2007, 2008 and 2009. RESPONSE: REQUEST FOR PRODUCTION NO. 60:

-22-

All documents evidencing or reflecting inquiry by the United States Securities and Exchange Commission or Federal Bureau of Investigation in any way related to the acquisition ofWMB assets.

RESPONSE

REQUEST FOR PRODUCTION NO. 61:

All communications with any member of the task force formed to investigate the failure of Washington Mutual Inc. as described in statement by United States Attorney, Jeffrey C. Sullivan, on October 15,2008.

RESPONSE:

REQUEST FOR PRODUCTION NO. 62:

All documents provided to the task force formed to investigate the failure of Washington Mutual Inc. as described in statement by United States Attorney, Jeffrey C. Sullivan, on October 15,2008.

RESPONSE:

REQUEST FOR PRODUCTION NO. 63:

All documents reflecting lawsuits and claims against you by owners of stock or debt securities of WMI and Washington Mutual Bank based on your actions relating to the seizure of J-------.. as W -liliigtOn tVIutual "Ban:JCiiild your purchase of assetsfft:mrt1re-Ff)Jc{-'-~:.- - - - - - - - - - - - - - 1
i7

RESPONSE:

REQUEST FOR PRODUCTION NO. 64:

All communications you have received by owners of stock or debt securities of WMI and Washington Mutual Bank based on your actions relating to the seizure of Washington Mutual Bank and your purchase of assets from the FDIC.

RESPONSE:

-23-

REQUEST FOR PRODUCTION NO. 65: All documents reflecting settlement, compromise or resolution of lawsuits and claims against you by owners of stock or debt securities of WMI and Washington Mutual Bank based on your actions relating to the seizure of Washington Mutual Bank and your purchase of assets from the FDIC. RESPONSE:

REQUEST FOR PRODUCTION NO. 66: All documents referring to any Plaintiffs as owners of any of the bonds. RESPONSE:

REOUEST FOR PRODUCTION NO. 67: All documents created or obtained by you as part of your activities as bond registrar, depositary or transfer agent with respect to the Plaintiff's Bonds. RESPONSE:

REQUEST FOR PRODUCTION NO. 68: All documents reflecting your duties as the Registrar for any note offerings under the WMB 1-----A.---p-rir21f02 anCli'OfAugust 2002-0rooarBaiiKNote rrogram. RESPONSE:

REQUEST FOR PRODUCTION NO. 69: All Pricing supplements related in any way to notes or bond offerings under the WMB April 2002 and/or August 2002 Global Bank Note PrograDlRESPONSE:

-24-

REQUEST FOR PRODUCTION NO. 70: All documents evidencing or reflecting your role as an investment or book miming manager for the Bonds or Notes purchased by Plaintiffs and made the basis of this lawsuit. RESPONSE:

REQUEST FOR PRODUCTION NO. 71: All documents evidencing or reflecting WMB April 2002 and/or August 2002 Global Bank Note

Program.
RESPONSE:

REQUEST FOR PRODUCTION NO. 72:

All correspondence between you and WMB or WMI regarding or reflecting your involvement with the WMB April 2002 and/or August 2002 Global Bank Note Program.

RESPONSE:

REQUEST FOR PRODUCTION NO. 73:

All correspondence between you and WMB or WMI regarding or reflecting your involvement the issuance of any WMB or WMB Bonds or Notes purchased by Plaintiffs and made the basis I-----,ofthis-Iawsuit-l- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - l .

RESPONSE:

REQUEST FOR PRODUCTION NO. 74: All documents reflecting your review, knowledge, investment or holdings of or in the following securities between January 1, 2008 and the present: RESPONSE:

-25-

REOUEST FOR PRODUCTION NO. 75: ISSPER. Washington Mutual, Inc.

I

CpsiP
939322ATO

COUPON'. .MAtU1U;TY
,

..

-.

..!.~

- .: ,

.. . '.

5.00/0

March 22, 2012

January 15, 2013 January 15, 2013 June 15,2011

Washington Mutual Bank:

93933VAS7

5.5%

I
I

Washington Mutual Bank Washington Mutual Bank Washington Mutual Bank Washington Mutual, Inc. Washington Mutual, Inc.

93933VAS7

5.5%

93933WAA4

6.875%

93933WAB2

5.65%

August 15, 2014 April 1,2014

939322AN3

4.625%

939322AP8

4.2%

January 15, 2010

RESPONSE:

REOUEST FOR PRODUCTION NO. 76:

All documents that reflect or evidence your authorization to do business in the State of Texas.

RESPONSE:

REQUEST FOR PRODUCTION NO. 77:

-26-

All documents that reflect the number of branches, office locations, and business contacts, and dollar amount of revenue generated from your business activities in the State of Texas.

RESPONSE:

-27-

CAUSE NO. ________________________ AMERICAN NATIONAL INSURANCE COMPANY,AMERICANNATIONAL PROPERTY AND CASUALTY COMPANY, AMERICAN NATIONAL GENERAL INSURANCE COMPANY, FARM FAMll..Y LIFE INSURANCE COMPANY, FARM FAMILY CASUALTY INSURANCE COMPANY, PACIFIC PROPERTY AND CASUALTY COMPANY, AMERICAN NATIONAL LLOYDS INSURANCE COMP ANY, NATIONAL WESTERN LIFE INSURANCE COMPANY, and GARDEN STATE LIFE INSURANCE COMPANY, Plaintiffs vs. JPMORGAN CHASE & CO., and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, Defendants.

IN THE DISTRICT COURT

GALVESTON COUNTY, TEXAS TH JUDICIAL CIRCUIT DEMAND FOR JURY TRIAL

PLAINTIFFS' REQUEST FOR DISCLOSURE TO DEFENDANT. JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
TO: JPMorgan Chase Bank, National Association, 270 Park Ave., New York, New York 10017-2070 by way of service upon its registered agent for service of process in the State of Texas, C T Corporation System. 350 North St. Paul St., Dallas, Texas 75201

Pursuant to Rule 194 Texas Rules of Civil Procedure, you are requested to disclose the following information and material: 194.2 (a) the correct names of the parties to the lawsuit;

(b) the name, address, and telephone number of any potential parties;
(c) the legal theories and, in general, the factual bases of the responding party's claims or defenses; (d) 223103 the amount and any method of calculating economic damages;

(e)

the names, address, and telephone nwnber of persons having knowledge

of relevant facts, and a brief statement of each identified person's connection with the case;

(f)

for any testifying expert:

(1)
(2) (3)

the expert's name, address and telephone number; the subject matter on which the expert will testify; the general substance of the expert's mental impressions and opinions and a brief summary of the basis for them. or if the expert is not retained by, employed by, or otherwise subject to the control of the responding party, docwnents reflecting such information;

(4)

if the expert is retained by. employed by. or otherwise subject to the control of the responding party: (A) all documents, tangible things, reports, models, or data compilations that have been provided to, reviewed by, or prepared by or for the expert in anticipation of the expert's testimony; and (B) the expert's current resume and bibliography;

(g) (h)
(i)

any discoverable indemnity and insuring agreements; any discoverable settlement agreements; any discoverable witness statements; in a suit alleging physical or mental injury and damages from the

G)

occurrence that is the subject of the case, all medical records and bills that are reasonably related

223103

to the injuries or damages asserted or, in lieu thereof, an authorization pennitting the disclosure of such medical records and bills;

(k)

in a suit alleging physical or mental injury and damages from the

occurrence that is the subject of the case, all medical records and bills obtained by the responding party by virtue of an authorization furnished by the requesting party. You are instructed that pursuant to Rule 194.5, no objection or assertion of work product is pennitted to this request. You must serve a written response on the requesting party within 30 days after service of this request.

B~' GREER.~RZ~L.L.P'
~dr J.Myte~ ~
A ey-m-Charge State BarNo. 1476700 S.D. Tex. 1.0. No. 11084 Joe A.C. Fulcher State Bar No. 07509320 M. David Le Blanc State Bar No. 00791090 Joseph R. Russo, Jr. 1-------------------State-Bar-Ne;-24002819,--------------1 Steve Windsor State Bar No. 21760650 James M. Roquemore State Bar No. 24058082 One Moody Plaza, 18th Floor Galveston, Texas 77550 (409) 797-3200 (409) 766-6424 (FAX)

ATTORNEYS FORPLAJNTWFS

223103

Exhibit 4

Form 254 - Subpoena for Rule 2004 Examination (12106)

UNITED STATES BANKRUPTCY COURT

Southern District of New York

(n

rc Washington Mutual, Inc., et al.

SUBPOENA FOR RULE i004 EXAMINATION

Case No.

08-12229 (MFW) (BanIa. D. Del.)

To:

JP Morgan Chase Bank, N.A. One Chase Manhattan Plaza New "(ork, NY 10005 and its agent: CT Corporation NYC III 8th Avenue, 13th Floor New York, NY 10011

Chaprer_l_l____________________________________

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY

YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):

See attached schedule.

PLACE

DATE AND TIME

Quinn Emanuel Urquhart Oliver & Hedges, LLP 51 Madison Avenue

August 1, 2009 at 5:00 p.m.

ISSUING OFF1CER'S NAME, ADDRESS, AND PHONE NUMBER

Harrison Denman; address ume as above; telephone no. (212) 849-7347

[fthe bankruptcy case is pending in a district other th." the di:slrict in which the subpoena is issued. stalc tho distict under the case number.

-----=REANDTITLE

..

rm

7/2/09

Form 254 - Subpoena for Rule 2004 Examination (12106)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME)

MANNER Of SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of petjury under the laws of the United States of America that the foregoing infonnation contained in the Proof of Service is true and correcl

Executed on
DATE
SIGNATURE Of SERVER

ADDRESS Of SERVER

Rule 45, Federal Rules of Civil ProccdIUC, Subdivisions (c), (d), and (c), lIS amended on Dcccmbcr I, 2006, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Ru\es of Bankruptcy Proccd=:

P~f"~~~~~b":}~ isMIIIICC II1d service ofa subpoena shaD Illke n:umable >lCp51o noid imposing undue burden or expense ... a person subja:! to thai subpoc:uL The court OIl bchaIfof which Ibc: subpoena was issued shall cnfDtCC Ibis duty and impose 1IJ>CKl1bc: party or attomcy in "'-:h of Ibis duty an BppRJprialc AnCtioa. which may include, but is _ limited 10, lost
(e)

10 0. affCClcd by the subpoena. quash or moditY Ibe subpoena or. if the party ia whose behalf the subpocno is issued shows asuhs/anlial ncaI forthe:lcsIimooyonnataial thalcaonolbe.1hctwisc met withoul undue banlship II1d assun:s thaI the: penon 10 whom !be subpoena i. addJossuI will be reasonably oompcnsatcd. !be court II1II)' onIcr ~ or production only 1IpQ.. specified

oanU"," af(~FA~ ~'l:; produce ..... permit insp<crion. copying.lcsting. .. sampling of dai~ cIe<boniQJIy -..I informalioR. boob. papeR. doclJm<PtS or tangible Ibinp. or inspcc:llon of praniscs need not appear in pmon aI !be place of production or inspcclioo unless c:ommanded 11>. f<I< dcposili bcari ",II. (B) (dX2)&..rlhis rule. a pmon commanded 10 produc:c and permil inspcc6on. copying,lcsIing. or samplin, may, within 14 days after service of the subpoena or before the time: specified for complilma: if such time is Icss than 14 days allct service. serve upon the party or attomcydosignall:d in !be subpoc:na...nnm objcclioa '" producing any orall ofthe: dcsipotcd maIcrioIs or inspcaion oflbc:JKC!1Iiscs - or to producing .lcc:tronic:aIly $loRd infonnation mthe: fonn or forms "",ucsIcd. Ifobj_ is made. thepartyoen'iPg !besubpocna shall noI becntilled '" iaspeco. copy...... or 50mpIe the: IJUIICriaIs or inspccIlbe pla>1iscs except pur.IUIIIII '" an order of !be cowt by wlrich the: liUJ,>pocna was issued. If objection bas been madc,1bc: party serving the subpocno II1II)'. upon noIice 10 tbc paSOG commanded 10 ~ mov~ al anytime: foran onIcrlocompcllbe produc:lioR. inspc:aion, _yine. lesli... .,.. samph~ Such an order 10 compel ....n prol'" any pason who is not part)' DC anofficcrofapanyfromsigJllflCOfllcxpcnseresulling&omlbc:tGSpCCIioo.copyins,lcSIing,orsampling

conditions.
(d) DI1Tl~IN~roS~A. II )(A) A pmon _~ 10 a subpoena 10 produce documenIs sbaII produce them .. they

!!Ctfcc:llo

1*=

categories i:"~ does not specifY the fann ... fonns for prodttcing electronically sIDled information. a penon ~ing 10 su~ must produce Ibc infonnation in I form or Ionns in

"'" kepi in Ibc: usual co...,. of bUSUICSS or obal!

orpa;z. ..... JabcI them 10 C<JITCSI>OIld with the:

c~(A) On timely molion, the: cowl by which a subpoena waslssucd 5hal1 quash O modilY the
subpoena if it

fails 10 allow rcasonabl~ lime for IXlmpliarq; (i.)~. penon who lSnola party ... an olficcr of. party '" 1nIVc:l1o. pbtce more Ilwt 100 miles &om the: place when: thai pmon a:sidcs. is employed ... regularly lnlDSaclS busi..... ill ~ excepltha~ subject to the provisioos of clause (CXl)(8)(iii) of this role, such a pmon may I. order 10 attend bial be COlIlIIllIRded 10 blIve1 &om any such placc wilhin the: stale in which the: bial is held; (iii) "",ui1<5 discJosun: ofprivileged Of othcT proteckd matter and no OItccprion or wai_ applies; or r.=CCIlIa person 10 undue burden.
t reqwes discJosu", of trade seaetocolhc:rconlidcnhal Rscan:h. development, f .__ fonna' oflXlmrncrcial inforlJli!tion, ~ {tlJ requucs disclosure 0 an unreIalnc:u expert"S apulion or In rlOll not dcscnbiRg specific .v..... or occu=nces in dispuIe ..........Itin& from the: expert's study made lUX at yPW or . the"",ucilofan boO ffi f 0 L_ 0I
0

sp.cifY '(2i'~ '!':f~~Subject to subpoena is wilhheld an ciaim !hat it is priviJeaed or subject '" protection u 1JiaI-pn:para..... nWorials, the c!oim shall be made expressly and shalfbe supported by a descriplion of the: nature .fthe<locumcnls, 1)()ll1ll1llrli.... or thin&" _ pmdaccd

stored infomtallOl1 &om sources rita. the person identifies as noI reuoaably aca:soibk because of undue burdca or cooL On motion '" compel discovery oc 10 quash. the pcrson fr<lm whom discovery is sought must show rhatthe:infonnation saugha is nol ~Iy """",,",ok because ofWlduc burden or cost. Iftha. showing is made.therourt may ooocIhclcss ordcrdiscovery fromSllC~ ~ .flbe requesting party shows good cause. considcri",!be limilationsofRulc 26/bX2XC). The court may

whichthe~=g=~ns~I.~nc':t:~::'th~l.. ~~lIY""Rd information thMre~ ~ a subp<x:na need nor plUYid. di=>vcty of elc:aronically

'"

wr:,

OOh

expense to "vel mon: than 100 mtlCl '" attend 1riaJ, the court mar, to prot"". a PC""'" subject

- (ilil requlrcsap'cooDw

lSnolapaJ'tyoraco IccrO Iparty\OmcursuUllil.ilnbl

thaI i. suffici(sfI1~~lY~~O~~!hat is .. bjccllo a claim of priviJcgc or of proteCtion as trial-Prq>&nltion ritalerial, Ibe pmon making Ibe claim may notifY any party thaI r=ived the informatioa of the cJain>,and lb. basjs for iL Aller being nocified,. party musl prompllymum,scqucstcr.ordc:Slroythe:specificdinformation.ndanycopicsil .... andmayllOl\I!iC or disclose the infonnariOll \lIltillbc: claim is RSOlvcd. A rcc';ving party may ~mplly prescnlthe infonnalion 10 tlte court under sea/ for a delcrnlination of the claim. If the .... ,ving party discIoscd the informalion before being notified, it musllllk. reasonable steps 10 retrieve it. 'The: person who produced the irlformotion must preserve the: infoOllllbon untillbc: claim is """,lved. (e) COIn'EMPT. f.ilun: ofanypason wirbout ~.,...... ",obey a subpoena served upon lhal pctSon may be dccmcd conlempl oflhe court;froiu which the subpoena issued. An adcquale cause tor failure to obey exists when a subpoena pu~rts ID ~ I ~ to aucnd or produce at I place nol within the Iimi .. provided by cJauoc (Ii) of subparagnph (cX3)(A).

EXHIBITB FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DEFINITIONS

The following terms (whether or not capitalized) shall have the meanings set forth below: 1. "Adversary Proceeding" refers to JPMorgan Chase Bank, National Association v.

Washington Mutual, Inc., et aI., Adversary Proceeding No. 09-50551 (Bankr. D. Del.).

2.

"And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 3. "Any," "all" and "each" shall be construed broadly, and shall mean, any, all, and

each as necessary to bring within the scope of the discovery request all responses that otherwise could be construed to be outside of its scope. 4. "Communication" means any oral, written or electronic transmission of

information, fact, opinion, belief, idea, statement, inquiry or otherwise, including without limitation any letter, correspondence, memorandum, electronic-mail message, note or meeting log, conversation, meeting, discussion, telephone call, fa.csimile, telegram, telex, conference or message. 5. "Concerning" means comprising, consisting of, concerning, referring to,

reflecting, regarding, supporting, evidencing, relating to, prepared in connection with, used in preparation for, or being in any way legally, logically or factually concerned with the matter or document described, referred to or discussed. 6. "Document" is used in its broadest sense and mean and include any written or

graphic matter or other means of preserving thought or expression and all tangible things from which information can be processed or transcribed, including the originals and all non-identica.I copies, whether different from the original by reason of any notation made on such copy or otherwise, including but not limited to, correspondence, memoranda, notes, messages, letters,

03935.61559/2989295.2

telegrams, teletype, telefax, bulletins, meetings or other communications, interoffice and intraoffice telephone calls, diaries, chronological data, minutes, books, reports, studies, summaries, pamphlets, bulletins, printed matter, charts, ledgers, invoices, worksheets, receipts, returns, computer printouts, prospectuses, financial statements, schedules, affidavits, contracts, cancelled checks, statements, transcripts, statistics, surveys, magazine or newspaper articles, releases (and any and all drafts, alterations and modifications, changes and amendments of any of the foregoing), graphic or aural records or representations of any kind (including without limitation photographs, microfiche; microfilm, videotape, records and motion pictures) and electronic, mechanical or electric records or representations of any kind (including without limitation tapes, cassettes, discs and records). 7. "FDIC" means or refers to the Federal Deposit Insurance Corporation, as receiver

for Washington Mutual Bank, Henderson Nevada and in its corporate capacity. 8. 9. 10. "Governmental Unit" has the meaning set forth at 11 U.S.c. 101(27). "Including" means including but not limited to the referenced subject. "JPMC" means JPMorgan Chase Bank, National Association and JPMorgan

Chase & Co., and any of their current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 11. "Texas Action" refers to American Nat'l Ins. Co., et ai., v. JPMorgan Chase &

Co., et ai., Case No. 3:09-cv-00044 (S.D. Tex.).

12. "Washington Mutual" means or refers to WMI and WMB, and any and all of their

current or former officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest.

03935.61559/2989295.2

13.

"WMB" means or refers to Washington Mutual Bank, Henderson, Nevada, and

any and all of its current or fonner officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 14. "WMB fsb" means or refers to Washington Mutual Bank, fsb, Utah, and any and

all of its current or fonner officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on its behalf, any of its parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 15. "WMl" means or refers to Washington Mutual, Inc. and WMI Investment Corp.

(collectively, the "Debtors") and any and all of their current or fonner officers, directors, employees, shareholders, agents, staff, attorneys, accountants, outside consultants, representatives and other persons acting or purporting to act on their behalf, any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors and/or successors-in-interest. 16. 17. "OTS" means or refers to the Office of Thrift Supervision. "P&A Agreement" means or refers to the Purchase and Assumption Agreement,

Whole Bank, among the Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank, Henderson, Nevada, the Federal Deposit Insurance Corporation and JPM, dated as of September 25, 2008. 18. 19. "Petition Date" means or refers to September 26,2008. "Purchase Price" means the approximately $1.9 billion JPMC paid to the FDIC

for the assets of WMB. 20. "Transaction" means or refers to any means by which JPMorgan Chase might

obtain, receive or succeed to Washington Mutual's businesses or properties, or any portion thereof, or any transaction preliminary, preparatory or incident thereto, including any stock

03935.6\559/2989295.2

tender, stock purchase, asset purchase, assumption of deposit or other liabilities, merger, joint venture or partnership. 21. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope.

INSTRUCTIONS
Each response must be made in accordance with the following instructions: 1. The responsive documents should be produced in the manner prescribed by the

Federal Rules of Civil Procedure, as made applicable herein by the Federal Rules of Bankruptcy Procedure, including producing the requested documents as they are kept in the usual course of business or organized and labeled to correspond with the categories in the requests, and identifying the name of the person from whose files the documents were produced. 2. You are to produce the original and all non-identical copies, including all drafts,

of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including drafts. 3. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody, or control if it is in your physical custody, or if it is in the physical custody of any other person and you: (1) own such document in whole or in part; (2) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (3) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (4) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 4. Any reference in these document requests to an individual or person include any

and all agents, advisors, employees, representatives, attorneys, successors-in-interest, and all other persons or entities acting in his, her, or its behalf or under his, her or its control.

03935.6155912989295.2

5.

If any document is withheld under any claim of privilege, including without

limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (1) (2) (3) The date of the document; The title of the document; The name of its author(s) or preparer(s) and an identification by employment and title of each such person; (4) The name of each person who was sent or furnished with, received, viewed or has custody of the document or a copy thereof together with an identification by employment and title of each such person; (5) (6) The request to which the document relates; The title and description of the document sufficient to identify it without revealing the information for which privilege is claimed; (7) (8) The claim of privilege under which it is withheld; and A description of the subject matter of the document in sufficient detail to support your contention that the document is privileged; 6. If, after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 7. If any requested document or other document potentially relevant to this action is

subject to destruction under any document retention or destruction program, the documents(s) should be exempted from any scheduled destruction and should not be destroyed until the conclusion of this action or unless otherwise permitted by the Court. 8. If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including:

03935.61559/2989295.2

(1)

a description of the document, including the date, a summary of its contents and the identity of its author and the person(s) to whom is was sent or shown;

(2) (3)

the last known custodian; whether the document is missing or lost or was destroyed or discarded;

(4) (5) (6) (7)

the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the person(s) authorizing or carrying out such destruction or discard; and

(8) 9.

the efforts made to locate lost or misplaced documents.

If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the ground(s) therefor. 10. Each request shall be construed conjunctively or disjunctively as necessary to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 11. This request is a continuing one. If, after producing the requested documents, you

obtain or become aware of any further documents responsive to this request, you are required to produce such additional documents. Supplemental responses should be served within thirty (30) days after such information or documents become known to you. 12. Unless otherwise specified, the time period covered by these requests is from

January 1, 2004 to the present and shall encompass all documents and information relating in

03935.6155912989295.2

whole or in part to such period, or to events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

REOUESTS FOR PRODUCTION OF DOCUMENTS

The Debtors request that JPMC produce the following documents in its possession, custody or control: 1. All documents concerning any agreement between JPMC and Washington Mutual

concerning access to and/or disclosure of n~n-public, confidential or proprietary information in connection with any potential Transaction in 2008. 2. All documents concerning JPMC's disclosure of Washington Mutual's non-public,

confidential or proprietary information to third parties, including but not limited to disclosure of such information to third parties to secure financing or raise capital in connection with any potential Transaction. 3. All documents concerning any communications with any Governmental Unit

regarding non-public, confidential or proprietary information related to Washington Mutual, including but not limited to JPMC's receipt of non-public, confidential or proprietary information concerning Washington Mutual. 4. Documents sufficient to identify JPMC's company policies and procedures

concerning the protection or disclosure of non-public, confidential or proprietary information. 5. 6. All documents concerning JPMC's interest in any potential Transaction. All documents concerning any attempt by JPMC to engage in any Transaction in

the spring and summer of 2008, including but not limited to JPMC's bid to merge with, purchase, or acquire Washington Mutual in or about April 2008. 7. All documents concerning any communications between JPMC and Washington

Mutual concerning JPMC's interest in any potential Transaction in the spring and summer of 2008.

03935.6155912989295.2

8.

third party, All documents concerning any communications between JPMC and any

and summer of200 8, concerning JPMC's interest in any potential Transaction in the spring Unit. including any communications with the FDIC or any other Governmental 9. tion All documents concerning any due diligence performed by JPMC in connec

with its interest in any potential Transaction in 2008. 10. ial All documents concerning any attempt by JPMC to engage in any potent

any bid or offer by JPMC Transaction in or about September 2008, including but not limited to September 2008. to merge with, invest in, or purchase Washington Mutual in or about 11. All documents concerning capital contributions or investments receive d by JPMC

in connection with any potential Transaction in or about September 2008. media, All documents concerning any communications between JPMC and the , broadcast, or cable including but not limited to The Wall Street Journal, any other print, on-line 12. to Washington Mutual's news outlet, related to Washington Mutual, including but not limited financial status, assets, and liabilities. 13. All documents concerning any communications between JPMC and any

Mutual, including but not Governmental Unit concerning the seizure and/or sale of Washington FDIC, and/or the OTS. limited to communications with the US Department of the Treasury, the 14. mental All documents concerning actions considered or taken by any Govern Unit

ofWM B by the OTS concerning Washington Mutual, including but not limited to the seizure and the appointment of FDIC as receiver. 15. All documents concerning any agreement or arrangement between JPMC and any

Governmental Unit concerning any potential Transaction or Transaction

on or prior to September

the OTS and/or FDIC. 25, 2008, including but not limited to any agreement or arrangement with and any 16. All documents concerning any communications between JPMC Governmental Unit concerning any Transaction on September 25, 2008. 17. on behalf Documents sufficient to identify the names of all persons who negotiated

of JPMC in connection with entering into the P&A Agreement.

03935.6155912989295.2

18.

Documents sufficient to show JPMC's weighted average cost of capital, including

but not limited to JPMC's cost of debt, cost of equity, yield on outstanding debt and the weighted average cost of capital for any loan or other financing obtained by JPMC. 19. All documents concerning any investigations by federal, state or municipal

government bodies of JPMC related to its acquisition of the assets of WMB. 20. All documents concerning any lawsuit or other legal action brought against JPMC

related to its acquisition of the assets ofWMB. 21. All documents concerning JPMC's placement of former JPMC employees at

Washington Mutual, including but not limited to, the placement or employment of Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen and Bill Murray. 22. All documents concerning the disclosure of any of Washington Mutual's non-

public, confidential or proprietary information by former JPMC employees working at Washington Mutual, including but not limited to Stephen J. Rotella, Steve Fortunato, Taj Bindra, John Berens, Youyi Chen and Bill Murray. 23. To the extent not otherwise covered by these requests, all documents produced in

the Texas Action that relate to Washington Mutual.

03935.6155912989295.2

Exhibit 5

The Washington Mutual decision - Puget Sound Business Journal ...

http://seattle.bizjournals.comlseattle/stories/2009112/07 Istory I.htm ...

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Puget Sound Business Journal (Seattle) - December 7,2009 /seattle/stodesI2009112/01Istorvl html

Friday. December 4. 2009

The Washington Mutual decision

Why did regulators abruptly close Washington Mutual when it had the cash to operate? Help'was coming in six days Puget Sound Business Journal (Seattle) - by Kirsten Grind Staff Writer

l!.~~f!.!i..s. -!.f!1!:~l!.~.r..f!J'.f!.r..~f!.t!. that as executives fought

BACK STORY: In September, at the first anniversary of~~.~.i.~9..~.~~..~I!:!:':'.l!.rs closure, ~!!:.~..!:>.!!:.9..f!.~..f!.1!:.~t!. . to sell the bank during its final days, regulators undercut those efforts by signaling to bidders that the bank would soon be seized and sold at a much lower price. Now, further investigation reveals that, contrary to regulators' assertions at the time of the seizure, WaMu had sufficient liquidity and capital to meet regulatory standards and survive. Why, then, was it shuttered?

MEDIA

On a sunny Sunday afternoon in late September, a year and two days after regulators closed Washington Mutual, the bank's former leaders gathered for an improbable, and tragic, reunion at a Seattle restaurant. Among those present: Lou Pepper, the CEO who guided WaMu through the 1980s; and Kerry Killinger, the CEO who presided over both its vast expansion in the 1990S and its later deep dive into risky mortgage lending. They canle to honor a widely respected WaMu veteran who had been let go this year after decades at the bank. Just 10 days earlier, wracked in part by his family's growing financial pressures, he took his own life at his Seattle home, according to a police report. He left behind a family and scores of colleagues who revered him. (Out of respect for the family, the Puget Sound Business Journal is not publishing his name.) For nearly two hours at the memorial, speakers shared memories of the man's many accomplishments. The speakers didn't address the looming questions, however. These were broached in hushed tones among some WaMu employees: Why exactly did the government seize our bank? Was all this financial pain and personal hardship necessary? WaMu's regulators said they based their decision to close the bank and sell it to ~~~~.!::S.~..~I.!~.I!.t,; on lack of liquidity - its access to ready cash - and the mounting pile of failed mortgage loans that were expected to cripple the bank's earnings for months to come. But new information - gathered from internal documents and interviews with scores of former WaMu executives, regulators and other experts - shows that WaMu had plenty of cash on the day it was seized, and a regulator-vetted plan to operate with even less money if necessary. WaMu also had ample capital- more than the regulatory levels for a "well-capitalized" bank.
Cash and secrecy

These documents and sources, part of a Puget Sound Business Journal investigation, raise questions about whether the regulators acted precipitously in seizing a bank that could have survived, and in the process wiped out billions of dollars of wealth with widespread personal consequences. "Someone needs to take a serious look at this because they weren't illiquid," said a senior federal official with direct knowledge ofWaMu's circumstances. Regulators, the official added, "pulled the trigger too soon." Yet more than a year later, the details of the decision remain shrouded from view. WaMu's main regulators - the
.I."~c:!~.r..~.."!>..I!.P~.~~!..I..~.':l:1::~.'::~..~':P:. and the 9..f.'l'i.'::t,;.'>.f..!I.!:r.:i.1:!:.~!l.P~.r.Y.i.~!~J.1: - continue to decline requests to

discuss their actions, release liquidity figures or give any other evidence that the bank was in a precarious situation that demanded immediate action. In refusing the disclosures, the regulators cite confidentiality regulations for a bank that no longer exists except in a liquidation proceeding and as a basis for numerous lawsuits. Similar secrecy surrounds other bank failures. As the toll of closed banks mounts - more than 140 have been shut by regulators since the housing bubble burst in early 2008 - and as Congress prepares to overhaul the regulatory structure, more people are asking what exactly was wrong with these banks, and whether regulators always acted appropriately in closing them. After regulators shut down First Bank of Idaho in April, for example, congressmen Mike Simpson and Walt Minnick said regulators had "intentionally destroyed" a pillar of the community "through inappropriate use of their powers." The Idaho lawmakers asked why regulators acted so abruptly when the bank was close to raising a needed $10 million.

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"We are concerned that the OTS and the FDIC did not give the bank enough time to capitalize properly, even though it is our understanding that they were nearing the end of negotiations with a willing investor," they wrote in a letter to the agencies. "Not only have investors lost millions in personal investments, but many of the businesses that have banked with First Bank of Idaho for years have found their credit lines frozen. " The FDIC and OTS responded by providing the official reasons for closing the bank, but no new details, according to Simpson's office.
It appears that Washington's two senators didn't seek much more information about WaMu - and they have not responded to requests for

comment. However, in October, Gov. Chris Gregoire questioned why regulators failed to approve a plan to recapitalize Everett-based Frontier Financial, the state's largest commercial bank, through a merger. The deal fell apart and the bank is still seeking crucial capital. Some see a much broader and more worrisome effect from the government's discretionary and murky process. As one WaMu executive put it: "If you're a shareholder in any bank you'd have to really look at it and say, 'What are the parameters here? Can they just seize any bank at any time?'"
Widespread problems and pain

The closures have had enormous repercussions. Had regulators acted differently in WaMu's case, they might have preserved at least some of the $7 billion in shareholder wealth that remained just before the seizure, and tens of billions more in bondholder wealth. If WaMu executives had been able to sell the bank to a healthy financial institution, as they were energetically trying to do, far more wealth perhaps $30 billion more - would have been revived as bank stocks rose with the tide of a surging stock market during the spring and summer of 2009. Instead, tens of thousands ofWaMu investors lost everything - retirement dreams, college savings, endowments for schools and churches - and they continue to suffer that hardship today. Many ofWaMu's past employees and the 43,000 left when the bank closed held substantial amounts of stock that became worthless. Calls and letters flooded into the FDIC and WaMu's bankruptcy lawyers. On the day after WaMu's closure, the FDIC fielded more than 320 calls, according to records released by the agency. "They are calling the office demanding that the chairman intervene, " the chief of staff of FDIC Chairman Sheila Bair wrote in an email. Wrote one angry investor: "Your agency took over Washington Mutual and left countless investors in both the common and preferred stock out to dry. I knew going into the stock there was going to be risk. But I would rather that the market itself dictated that risk and hope that government intervention would not change that process for me. " "As a small investor and citizen of this country, I would like to ask you: Are you going to do anything to help me recuperate some of my retirement money?" asked Luis Osorio, another investor. A 73-year-old native of Peru, he lost his lifetime savings, $202,000, which he had invested in WaMu shares. "I need help!"
Precipitous action

To be sure, regulators had reasons to act quickly in the tumult of September of 2008. In just a few weeks, Lehman Bros. failed, Freddie Mac and Fannie Mae were placed in receivership, Merrill Lynch was sold and AIG received a massive bailout to prevent a collapse of global markets. Many smaller banks had made bad real estate loans that would weaken them in the months ahead, producing legitimate failures. WaMu already faced a growing mass of failed mortgage loans, creating an exposure that was impossible to quantify at the time, but surely ran to billions of dollars. But if regulators had waited just six business days, WaMu could have been helped by the government's $700 billion Troubled Asset Relief Program, and by an increase in bank deposit insurance limits to $250,000 from $100,000, a move that helped stop panic withdrawals at all banks. Those changes almost surely would have further quelled a bank run that struck WaMu in September and had already slowed, according to banking experts and people familiar with WaMu's situation. The government also refused, despite pleas from WaMu executives, to put WaMu on a list of banks in which short-selling of stock was prohibited. That decision contributed to a downward spiral of the stock price, which mirrored dwindling confidence in the bank. "Nobody is saying they didn't have problems - they had tons of problems," said the federal official familiar with WaMu's financial situation. "But they could have worked through them."
Discord among regulators

Bank closures often provoke what insiders call "healthy tension" between regulators. The FDIC at its root is an insurance agency, managing a pool of money used to repay customer deposits if a bank fails. Because it controls that reserve, it often takes a hard line, arguing to avoid any situation that might deplete its fund. "They have incredible powers and enormous discretion," said Stephen Klein, a Seattle banking attorney and former regulator. "Their NO.1 objective is to protect the insurance fund and if they feel their fund is in jeopardy, they'll act. They don't care about the shareholders." The OTS, in contrast, is more of a police officer. It can force lenders to meet financial health standards. But it is usually inclined to point out problems and allow banks to fix them on their own.

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Tension between the two agencies usually plays out behind the scenes. With WaM u, a strong rift spilled out in front of the bank's executives. On July 30,2008, Killinger and several members of his executive team arrived at OTS headquarters in Washington, D.C., for an early afternoon appointment with director John Reich and Scott Polakoff, deputy director of the agency. FDIC Chairman Bair also attended the meeting, held in Reich's conference room. Though Bair didn't typically get involved in the nittygritty of bank supervision, this meeting was different. Earlier that summer, FDIC and OTS had been trying to settle on a new CAMELS score for WaMu. The rating (which covers capital adequacy, asset quality, management quality, earnings, liquidity and sensitivity to market risk) indicates the health of a bank on a 1 to 5 scale and is never made public. WaMu had rated a 1, the highest, until the end of 2007, when its score dropped to executives say.
2

as the subprime mortgage crisis began, WaMu

Now the FDIC wanted WaMu's overall rating lowered to 4, while the OTS, which ultimately assigns the rating, thought WaMu should remain at 2, and certainly no lower than 3, according to people with knowledge of the discussion. WaMu executives, aware that the rating was under review, had asked to brief regulators. The bank was at the tail end of a $9-4 billion deposit run that had been kept secret from shareholders and the public. Killinger, Chief Financial Officer Tom Casey and Treasurer Robert Williams wanted to explain why they believed WaM u was still in sound financial condition.
A dispute erupts

For the first part of the hour, Killinger and Williams presented a detailed update on liquidity and capital, including WaMu's recent $7 billion cash infusion led by private equity group TPG, and WaMu's anticipation of future losses from bad loans, according to people familiar with the discussion. Throughout the difficult year, Killinger had remained fiercely determined to keep the bank independent, and had turned down an $8 billion purchase offer by JPMorgan Chase in March in favor of the TPG investment. He saw no reason why the bank should give up its independence now. Reich echoed the view that WaMu had sufficient liquidity and capital to survive on its own, according to several people familiar with the meeting. Bair agreed about the capital, and even complimented WaMu executives on their ability to pull out of the bank run earlier that month. But Bair surprised the executives when she said: "Washington Mutual is a big concern to the FDIC." The worry, she added, centered on WaMu's growing pile of sour mortgage loans. "You need to keep your eyes open to merger possibilities," Bair said, according to one person familiar with the meeting. Any other plan, she said, was not going to be in the best interest of the deposit insurance fund. Reich told Bair: "This is not the time to discuss this in front ofWaMu or any bank," according to those familiar with the meeting. The gathering ended abruptly, with the two officials agreeing it was inappropriate to debate the bank's future in front of its executives. Killinger and his team left with the impression that, while the OTS thought the bank was not a problem, the FDIC was very worried and did not want WaMu to remain independent. "The OTS was effectively trying to facilitate (WaMu) coming up with its own solution, where the FDIC wanted to take a much more active approach," said one person familiar with the meeting. The regulators had gone beyond healthy tension into a heated debate, according to people familiar with the discussions. The details of debate are not known, because the regulators have declined to make their records available or to respond to questions. However, sometime within the next two months, the FDIC gave WaMu until Sept. 30 to find a buyer. The agency also began telling potential bidders that the bank would soon be available as a distressed asset because the government planned to seize it. The FDIC's moves undercut the bank's efforts, backed by the OTS, to find a buyer or fresh capital, because a government sale was sure to be at a much lower price than a private transaction. "It's one thing to have a disagreement," said a former federal official with knowledge of the discussion. "It's another to disrupt a potential market solution because of an arbitrary deadline."
IndyMac influence

One possible explanation for Bair's concern about WaMu was the failure of another mortgage lender just a few weeks earlier. IndyMac, based in Pasadena, Calif., had suffered a $1.3 billion bank run in early July. It failed before regulators could move in and find a buyer, causing a $10.7 billion hit to the FDIC's insurance fund. WaMu, which was 10 times larger than IndyMac, posed a substantially larger threat to the FDIC's $45 billion fund.

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"Whenever you have a liquidity failure, they stay in your mind for years and years," said one person familiar with regulators' actions. "It's a failure in which you lose control very quickly and as a regulator whose job is to maintain public confidence, you don't like to see that situation. " The FDIC kept a close watch on WaMu following the July meeting with executives. The regulators' calendar records and dozens of interviews show that the OTS and FDIC carefully monitored WaMu's liquidity levels during this period and were well aware of the bank's plan. Hundreds of emails flew back and forth between Bair, her chief of staff, board members of the FDIC and OTS staff involved in bank supervision. Bair alone sent more than 50 emails with WaMu as the subject during those eight weeks, including many sent at night, early in the morning or on the weekend. The content of the emails, obtained by the Business Journal through the Freedom of Information Act, is not part of the public record because regulators blacked out the writing with markers before releasing them. Despite these redactions, the subject lines make clear that the contents refer to liquidity reports on WaMu. It also appears that FDIC staff met at least twice regarding WaMu - once at the beginning of August and again in mid-September amid WaMu's second bank run. "Should never have been seized" When the OTS closed WaMu on Sept. 25, 2008, it sent out a press release that gave this reason: "With insufficient liquidity to meet its obligations, WaMu was in an unsafe and unsound condition to transact business." In short, the OTS feared WaMu didn't have enough ready cash to allow customers to make withdrawals atteller windows and ATMs. In its release, the OTS revealed that WaMu had suffered a bank run in mid-September that had drained $16.7 billion ofWaMu's liquidity in 10 days. It also cited the fact that the bank had posted a financial loss of $6.1 billion in the previous three quarters, due to nonperforming mortgage loans. OTS did not reveal the previous, $9-4 billion bank run in July. WaMu insiders later documented that outflow of deposits for a report in the Business Journal. What OTS also didn't make public, at the time or afterward, were WaMu's actual liquidity figures or its capital position at the time of the seizure. WaMu never released them either, because it closed before reporting its third-quarter financial results. But documents and interviews with former WaMu employees show that regulators closed WaMu even though it had liquidity and capital that were well above the levels at which a bank might normally be threatened with closure. Typically, a bank is in danger of being seized if its net liquidity dips below 5 percent of total assets, according to banking experts and former regulators. On the day regulators shut WaMu, the bank had $29 billion in net liquidity - about 9-4 percent of assets, and nearly twice the closure threshold. The figure was provided by a former senior WaMu manager who closely tracked the bank's liquidity at the time. It was confirmed by a former top WaMu executive who had full knowledge of the bank's liquidity position. "With the cash it had, WaMu should never have been seized," said a senior banking regulator familiar with the matter. In addition, internal documents and interviews with bank employees show that WaMu had a plan to operate and survive even if its liquidity dropped to $25 billion, what it termed a "stress case scenario." At that level, WaMu's liquidity still would have been more than 3 percentage points above the typical trigger point for regulatory action. In its review that summer before the CAMELS rating, the OTS never questioned or raised concerns about WaMu's strategy to survive with $25 billion in liquidity, bank officials said. "They didn't say anything to us," said one senior manager. "They seemed to like it." Other documents also support the view that WaMu had sufficient liquidity to stay open. The last liquidity report from inside WaMu shows that on Sept. 11 the bank could borrow $6.2 billion from the Federal Home Loan banks in Seattle and San Francisco. It could borrow an additional $8.2 billion from the Federal Reserve Bank, a line that it hadn't accessed at the time of its seizure, according to two people familiar with the matter. The 25-page report also shows that WaMu's capital exceeded all regulatory minimums. The tier-one leverage ratio, one key measure, stood at 7.66 percent of total assets. Regulators consider a level of 5.75 percent to be "well-capitalized." Typically, regulators will intervene at an institution when this ratio falls below 2 percent of its assets, banking experts say. Even so, WaMu executives, under pressure from regulators, were exploring ways to raise even more capital, according to people familiar with the matter. The bank, along with investment bank Goldman Sachs, developed a plan in September to convert some of its bondholder debt into equity, boosting its capital levels even more.

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TPG, the group that led the $7 billion capital infusion in the spring, cleared the way in mid-September by removing a clause in its contract that would have prevented the bank from finding other investors. It's likely TPG would have put in more money as well, according to former WaMu executives. WaMu's second bank run began on Sept. 11, sparked by a downgrade by Moody's Investors Service. Coupled with the bank's payments to other creditors, the run eroded WaMu's cash pile, as executives anticipated. But three days before WaMu was seized, the bank run slowed, much like it had in July. By then, Reich, of OTS, had changed his mind and cut WaMu's CAMELS score to a 4. He and Bair, ofthe FDIC, were no longer in disagreement. On Sept. 20, Reich wrote to Bair with a "status report re: WaMu." Although Reich's update was redacted, Bair responds positively to his assessment. "Glad we are all working toward the same end," she writes. "Many thanks for your efforts." Bair, through a spokesman, declined numerous requests to comment for this story and explain the process that was going on in the emails. Reich resigned in February 2009 and is no longer authorized to speak about his agency's role with WaMu.
Job of a lifetime

The afternoon private gathering in honor of the late WaMu executive drew an extraordinary group of about 100 people. Pepper, who is widely credited with laying a solid foundation for the bank, attended with several members of his former executive team who helped grow WaMu through the 1980s. Killinger attended with his wife, Linda. Since his ouster as chief executive in early September 2008 just before the bank collapsed, he has remained largely out of sight, spending much of his time at his second home in Palm Desert, Calif. The executive who died had joined WaMu in the mid-1970s and risen high in the ranks. He met his wife at WaMu. He played on a company sports team. He mentored dozens of employees. He knew so much that some people called him "Mr. Wizard." In his last assignment, he helped head a team that fielded hundreds of calls from shareholders in the frantic weeks before WaM u closed. "He was one of those people that made tough situations bearable and good situations fun," wrote a former WaMu manager. The executive was not a WaMu rarity. The company, for all its problems in recent years, bred many employees who loved the bank deeply and spent their entire careers there - and lost it all in the closure. Several former executives formed a scholarship fund to help laid-off workers. They quickly raised $600,000 from all over the country. "WaMu was the kind of job that only comes along once in a lifetime," said one former employee. After WaMu's collapse, the executive stayed on as part of the JPMorgan transition team. In January, the bank let him go. The loss of his income created "significant increasing financial pressures," according to a police report filed after his death. Colleagues said he also had a history of depression. He was due to start a new job the following week at a smaller Washington bank. Recently, that bank said it is significantly undercapitalized due to bad loans.
It is unlikely, the bank added, that it will find capital before regulators intervene.

kgrind@bizjoumals.com I 206.8765434
All contents of this site American City Business Joumals Inc. All rights reserved.

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Exhibit 6

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Approach is to work directly with the FDIC In process of updating due diligence Document review and meetings Lines of business updating models for findings and market developments Updated loss forecast and loan valuations

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Buy whole company Shareholder approval __ ---large markdowILonloan portfolio-_ Larger capital need Less advantageous tax Buy bank out of receivership No shareholder approval Close immediately Large markdown on loan portfol1o More capital at bank than holding company Significantly less capital required Contingent Iiabil ities left behind

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CII \".

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,ROHeT WfST

J!>~LEX00012890

Capital required
'~~~
"

..

~:,

-:,' ..

::",

"";

,',

:;,

':::,

Hokllng
---------1

. "COlllplllly

TeE Marks Purchase accounting adjustments Other tier 1 adjustments Pro forma TeE
z o
~ ~

$14

$29
(2)
(5)

(S21)
$15

Requried capital to support ffoN A Total capital required

< z

$37

<
00:

JP\fnRI~

I ' en H,I &'Cn

PROHCT WlST

Confidenli<li TrCalI1!eIlt Rcqu~~led by JPMc:

JPM_EX00012891

Capital generation
,~~r,'

'.:'

: ": ... ' . .,

.: ' .... :....... ' '.: .. :'. . ,: ".

,..,.

~;

: ....... , ...... .
lOll

$4,300

...

'01'
."

$4....

...."

2012

$1.1><----To:t.;'.i.:~~~~it~

_--S-l.-lii-__

"Tot.. ~w.Ji,"t'" ;llXl:e.z ~.tt~1 (wItJ"oUt D-T-A)

'~":i~:i $"16,"118"

.... ~.$!i,4S.~ ,: :S12,369:

PROJECT WEST

Leader in retail banking and deposit gathering

llr/lm~
RiIlk

::.

.:'.

.:::'. :.:: . :;

.>
Rank
(1)

Imtituticn

Branches 1#)
6,138
,
'".~.~~~~~~.

lmititution
Pro forma Park

Depo,its ISbn)
$905

Bank of America
~~~~_'..4--.4,

.....

".,~

(2)

Pro fDrma Park

Wel~

5,4t(}
3,430 3,348

Citi
Bank of Nnenca
Pork

804
785

Fargo

Wachovla
Park

723
448

3,203 2,649

Wachovia

U. S. Barcorp

Wens Fargo

339

~ ~

o
z

Sourcil:St<LF,n<>JICI\1iI
NllI., !'irllcch
d!!1~

11\

of~~p'.mt>.'

18, 2006; dQPfI,11

r1tIt~ ~<

nf I, ...... D, 20)8

"
z "
~

0::

JP\fmH; I'

(;IL

\1or&Cn

PROHCT WEST

JPM_EX00012893

Branch network
6~RJOi!QI:
,' ..... : : . ':, " ': ... ': .:. . ... : . :'". ', .".',. ::,.' : :::', ':':::.::' .:.:',: ~:~"' .

z o
~

< ~ z

~
'"

I~ New mart<t1li
'CllJrc~' INl F"'~"""'I
"'OM"
Oal~ ~< ~.r'.mh

%
I-

nf

.. , 18, 2N'l!'
PROJftr WBT

<
lilt

JP\fOl.. '

I ' ell \.~l

&Cn

C~nfidcntial

'fTcatIl!t:!1LRc~ted by}PMC

JPM EX00012894

Retail deposit base

~1j>!,~~",j.;Ii,IO."b1O'~~. . :
$88.2

. :.: .. ' ::: Park

..... .'.....

.:

':..

..,' .... ::: . . : .. :'.: .:.::":

::::Wes.t

----

S1U._

$)1.7

$16.3

~f:~H~~~ll . . _.t.::. ~..,~.: .~t:. ~:.:,.: m;i~li~~~~ .:~ : :

.....:. . .

\13.8

$13.0
;::::::::::::~:.

::~.;:;::::::~~
:m:~:~m~~:~:

S12.7 ,;.,;;;;.;;;,;;:
. .. :;:: ... ...

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

florid,
New

Jersey

.....
Mlrklttstl.lre HHlrowth
/"
\uurt~: }NL

#tied. HH Income?

-----"'--Flna'l(;I(l1

<'"' />

'.

... ,...'
21:'1'l

",.

....

11.0'1

.M
1.11
$65.3
17'"

2a~

9.Bi 5511
1'5$

.....

.....

14.611>
U1

7.~~

:J.9--';

..,.
U$

-HH Inc. arowth'>

Note' Dtposlt data as of
, Ml/-Al1t

,,,.

$63,9

S ...
11.11

.....
"

2.111

2.(1.$

'.n
$51.0

17.8'.i

$6<l
19".6'

$52..0
t~.3$

$77.0-

176'$

Jun~

D, 2C(J7; ID<Clu~ts d~poslt'; ilreat&r thai" S5CO'rwYl1~ a slnfe brao::h; 1emQiraptlC dOl;! d&POl't Ne1@tled ~ county

JP\ku<I: I '

ell \)<"

&Cn.

PROHCT Wt:ST

JPM_EX00012895

Retail footprint
j>r~ "''''''~QI'"!b'''e<l

...

Dep""t.Oopo.i\,n..,t (S",,,,] I'"

O.pOJIIJ Ihrl<
6~1

Oepor't,o.r.
I~I~"'"

lief

Dapo,Ito
(SmM]

[IePQ,i1.lnIf,
I~
14 <'~

t~",,,,)

.,

2l"7---~

"4

~1

~/~,'H

-)-9--1--

11,8110
~.ot>2

..
o

-17

~ --~-,~~8Ila.~~"r'~2r1

li,oo<> 1l.C

28,bW 7,450

'"

ll.1I
1."~ 1,J73

..,
" "
,,, "

'"
J,J~~

z o
l~i"

M07

So"rce<;NlFln~la, r~m~:

09pO,a

~Ma

al of

~,,,p

'll, if07,

l>""Y-~ :Iill~ ~\

of

~~nrAmt>pr

18, 2IlJ1I; 9,10.&'1 ~ .. pn'lt\

Iit'Q~r~r

trw;

~n.-m.-. ~

""g'P

b(1n::~; 1""'r:>~r...,tl .. ~alB

dQPOIIH"Q"ttM

ll','cOlJ'lt'j
'}InIil:I~

tlrti" m NV

hDld~ ~;;.4t>ncfdeDllSitS

JP\I<lR""

e,l

\,,~ &(:n

'ROHeT WEST

Object titles are difficult to line up exactly to the table width, due to removal of sliver of space. On these examples, the border on the object title has been taken off.

JPM_EXOOO l2896

Presence in California
t::ibkifKIZ~~"'i't}~:i.1hX~" .. , .

: .... "

".:

. :,'

. . . . -.',,: ........., .. ", .. ': ..... :...... :

Rank Institution
1 Bank of America
~ _ _ _~_~~~_F_a~ __

2007 branchee
1,007

:t of lotal br~~nes H~.!l!.~.I.~.~~}.. ~!~I.~~~.~!.!~) ..~~:.~!.~~~~ ,~. 11.9%

9.S"
~lS4.331

20.8%
~ __ f5.~_

1.6%

] w.st

~~-~---

4 Wacnovia

seiti
Tbttl

7~Ul

""

114.884

179

1.'"
5.2%

75,711 43,106

10.2"

5.0% (4.1")
/8.2%

4',715 $)'0,'13:

5.8% 5.6%

8.5%

1-'0.0"

to'~"

3.'"
'.' ':'. ..:

tli.Iil#i.. ),l$At: :;
RII1k 1 2 3

:.

:.:.

.: :

.:

...

.;..

: : .

: .:.

.:.

'.:

MSA ..... ~.~~~ .(.'?~).. ~~~~.t. ~~~.k...~~~.~~. ;D:~~.~. ~~~! ~~~.~ .~~.r.~ 5~) ~~~.t. ~~~!'. ~~.>. los Maim-lone BI!I.chS ...tl Ana 13.2 251 SJl,2S8 11.2% 19.2% 11,377 S.. nfr,ndscoO,kl"ndfrlmOl"lt 6.6% 26.6% '.3 7,284 15'.7% 17.0% S.. nOielo.C.rtlibad-S"n MUC05 3.1 7S

o4S,nJose,Su!'II"I'fVIIe,SlInhClarl

I.'
'.1
31,5

5 Riverside-S.n Bem.rdino-Ontario
Total

.. " ..

..

..

4,916 4,789 $1:5,121

9.4% 12.4%
H';~

24.~

21.2%

20.'"

.
~ ~

Swr~lI.
No\~:

S"'-

r'Jl~ro:;l<tl
dat~

6raro:n

al

~f ~upamb~r

17. 2()JS. (jQOOII! data a\ of J""" D. 2()J7

PROHCT WfST

Largest California MSAs

tn5111ullon 1 &.nkofAm.rKl JW.!bif"rto

"Llnloni!lllnC.1
~

""".
3"

_. ,..
....
til

erw",h~t

DeposlU 'tiDlipOlil

._.~.~~~~ ........(~."!!'!L
'4.~

--

Sh.,..

tn,tlMbn

Branch ar..:h ,ownl wllnt 'of tuml

f5~

DtpOll1S 1> Deposit __(~.f!11 Shire

S45,8)O 266'lb

ut'.....

fO.j;

1 a.nko(A/nericl 158 $57,206 ".~ "",.----rlWM ..... ,.,..----------. #,15' <':--fi.d

11.""

(til

TCItIII!liHW

~."7'

too. 114'

.. '" ....

32,579 20,511 U,<NJ:Z

$~'".P43

10~.""

"'" .. "

.'"

3 (It I

.. -w.t:
5WKhovl.

.
81
2l

~---rr,'65~--

I.'"
9.1S
'Oll.~

11,5<46

11'."

T"I~

U),,"

,.'"

11,377 10,9)5

...
9"."'*

'.13'

s.rH..."91

f/)().P~

InstltullOn ...................
~ ~

""". ,_,
to.
It

SrandltoWlt

toftot'.
12.~

DeposIts ti[)eposlt Uimm) SII".,..

$7,913 7,734

:
z

:;:
>

< z

,_,

1 hnko(Am.rk. 2 WllUsfjO

,.
"

71

1-2,1"

" Union!nCII 5W.:hollll T. . . . . _

6"

"'" '" .A

"'"'
16 7%

1.214

f$.nI

,_.
"'"

Inltl1l1lio-"

..... h IrMt:htownt ~lInt lIo of tvtll

1 W.lbl'lIrlO

2a.nkof~r1"

"
6t

17,1%
1/L6~

","~
1,032

rO(l.rJiJ

$.4(1,4.,

10~.~

'" ."

" Comer".
r.'~

" ,

..
tl

,~O.O.

" '" '"

Deposits Z Deposit _.(.~~.":J... Shire

$12,60'
10,309

"'"' " ,!II

If<
fO().O~

",916
3,9$6 3,579
$!,ijl,4U

'"

<;OUrLw.St-l.FIIl<lr-.101

<

JP\fOI{I,,, ell

1,,1

&Cn

PROHCT WEST

10

JPM_EXOOO 12898

Presence in other new markets

lI""".k.!ri.r.""o,,,
JnsUbition
~

..~~~.":...

'" '" .~~~: ~~(.>+: .~..~~.~~... ~S.~~".l

"W~

__ ~11 ___ _
Blnkof Amencl SunTNst
..

.57
.16t

_1

~tlon$

'" ."

II.'" 9.9

7.2
A.5

67,001 J.4,10S 17,679

11.2

H,'IO

l!

'.J ...

"'iiirOI

z o
~

Dranthtount
institution

,,-,it.
($II1I\'I)

!l~H

Brlnchcount

< z

I!nnch(oul'Jt

. .."., ,
J

i"

s:.~k"C;iAiOei1ci

i36

iof1Ot~

"irii" "'23;619' ii..i

'7

,h...

W. . Blncorp

w.ls ~1Q r....

F,nalV"lal
~'cr

'" 117 '" IS'

~ ..~]-

,.,

'.7 7.'

1:J,OQZ 1,125
7,'112

U.:J-

.. ..,

tOO.~

.'.~~:~!.~ ..

...'"

7.' 7.' 7.'

'"stIMn , ". ISancorp , welbf8l'lO > -.

""k
ImIpqlll

8mlchc:wnt

'"

"of 11.1$ 11.5

to,"

_'U 1_)
~.6%

I 17

.....
8,881 3.4'

I: Depoltt sh.,..
IS'!."

"TOW'

i;I09"

',0,'-'.

7' .J

s,o.O

'" "

,i,oj")'

'00.0" .

"' "

.
11

'ino.rr~ ~'"

Note 5'ch :Xita

\&p\Q'Obe' '7, 20)8, :1"",,1'1 dale'll ot.kns 1), 2if>7

<
a:

JP\fnRc" en

\,,1

&Cn

,ROHCT wnT

., . .I!'..M_EXOOO 12899

Presence in existing markets

:SR!,"~.~~ . . :.: . . . : . : : : .
&-afldl.c-oont
~d\OI.ll'I\

Deposltl
($mm)

"Deposit

,
,

HSB(
ea ..... of .l.l"'lEY1r~
C"plt~IOn"

1W
~,

3"

."
" " ...

n\,l'~

70,41>1:
57,4]~

"

"H'

28.
Zl7

17,727
J4,~3

.
,
1

"'AA rjAmerlca
3

Weill F ....i o

...
m
m
':),:~~L

48,743
]9,122

13.4

'"

'.t
..

'.0
3A

7O,'lO4

Hi,UJ

~,

"

Widlovla

12,246
V,~61

.... !1:'~:~_

~::::~~~[::-

"H'

~~~~~:. ~:~~;~~:(: .... ~~~:;

'"

erar1d1tl:WJnt
{lr~n<:h COU'1l
~nl;ofAmerl;~

Depoms
(Smm) 34,304
2E,7~'1

"Oepo;'t
lhore

Ili"anmcounl
6nmcncwnt
"oftctlli

Oeplfts

"DecO!lt
I~ere
,~>~!(.

"dtO'Ai
11.5!11

15tnm)

3.

"lI"flllrlftl.c:Ql'lllrinecl
lIankDfA'n ... lcd

4/il

sn,9"J
19,763
jB,bl~

,
~

W
Hudioo<'ty

, "'"

...
" It'
3,3"
:<UlS,

It,213
lE,282
1(,712

'"
U

'ro.fwm.c:n","
TIIl.1

7.< 1.1\

...

$10,)60
~,J08

," ... ...

100.0:"
~7

29,115

Nat,onalClIy
Northerr'lTrl..lSt

1l,91l.'

13 WH'

JOUI~

$10',!58

<
'"

T.'

Soun;~, S",- F,nitnClil Note. Braech oj~t~ 81 01

."".

It>

"

0. Z.l
100.0'(;

B,9~

1-.311
snJ,lO~

100.0\

~ept"mbe' 11,

d~W'11

dete a, 01 J..-.e J.l,

<

JP:\fORI;,' CII 1>,. &Cn

'ROHel wnT

12

ConfideIlt~1 T~~atIlleIlt

Requested bYlPMC

JPM_EXOOO 12900

Footprint attractiveness
..
I
','

.'

':.::

:"

.:.
Me
-

'.
Pork

';;"
WfC

.;:
WB
----23.6%

::::
W.rt

....

,;,' '.
STI

Piarkf'Mts.t --------42~

Network Comparisons
------

-u:5.- HOuSehoLd$
Hlspanlc Hous@hoLds

48.-~

24,4'"
33.4'.1\:
170,652 25.5% 3,203

is~-

30.3% 58.6% 174,n8 32,7%

12.4%
11.6%
569,572

74.8% 571,434

67.941

48.3% 170,760

28.4%

Averaae Income

$11,52'
44.8~

In,sa.
26.7% 3,058

Buslnesses
Total II of Branches Population Growth (2006- 11) z
0

53.4%
5,598

27.9%
3,068

13.5%

~,410'

2,207

1,762

5 Year Growth

, ,

%of Populatlon Growth

/ ~.O'(i ' \ ,, , '' ' .. 54.2~,,' ' ...4~:6~.. '

5.3%'\

",

.. ..
-~

3.5%

b.n,

5.5%
26.1%

5.8%

6.8%
16.8% 15.9%

17.7%
30.1%

36.2%
47.1%

38.3%
53.7%

.
>

%of Hispan'ic Growth

nAt;,

63.$%

30.0%

z
~

Sourcl: FDIC .ndSNlfln.",lat Notl: 0.11 II of Ju .... 30, 2008. Anllyssb.-don) mite I"Idkti
, IlnInch
~ount

~lInd'lChbrlnch:

m;urnes no NWbrll"lChes atter July 2007

before consoli:tltiOIl5; illSSUmln&4tl ConSOUCMlla1'lS bra",h cOllnl would be "',970

<

PROHCT

W~H

11

Confidential Ireatl!1cnt Requ~ted by)'PIylC

JPM EX00012901

SEPTEMBER 19, 2008

..
:-:
~

'.

'"

... : .
..:

" .

.. ...
.
....:'"

..... , ...

:. ~~'A!l1l.. 1l' ~;~~P~'iI~.';Rf:~HHT~~ff

::

:.

:..

......

... : .: ... ::: . . : .

...:

<:: :..... .. ....:

:'.

"

Park potendal acquisition or West

>z

~
z o

Confidential Treatme I1 t Requested by JPMC

JPM_EX00012951

Background
Had spoken to FDIC about Bank only in receivership with protection Contacted by FDIC about interest in West

. --'-Tneymerwmrwesr-nacrtoopen DO~
Want a solution by Friday, September 26 th Preference for open bank solution We indicated we would analyze, but did not expect it to work for us Goldman Sachs and Morgan Stanley retained by West to run auction process We indicated we would do work, however would not participate in auction Approach is to work directly with the FDIC In process of updating due diligence Document review and meetings Lines of business updating models for finding and market developments Updated loss forecast and loan valuations

o
~

JP\fOI<CI,CII\,., &f:n

PROHCT WEST

Confidential Treatment Requested by JPMC

JPM EX00012952

Potential transaction structure and considerations

Buy whole company

Shareholder approval I arge markdown on loan pOUfolliL __ ~ ___ ~_ ~ Significant capital raise necessary Less advantageous tax

Buy bank out of receivership No shareholder approval Close immediately Large markdown on loan portfolio More capital at bank than holding company Potential to leave debt behind (additional capital) Significantly less capital required Contingent liabilities left behind

o
10 JP:\1qIH" ell \", &('n
PROHCT WfST

COIlfid~Ilti~l TreatrrJ~Ilt

Requested l>Y JPM<::____ ~_

JPM EX00012953

Transaction summary
~~Sli~~~J:!It~.~f~~:"
:. ':: .: . . . . . . . :,' .. : . . . . . ':' . ' -:: '.

Acquire Bank \..eave sub debt Pretax loan marks

$20
-~

$30
_. $20 $1.30 $1.40 $4.8

Capffitt-reqtfirement 1
2010 GAAP EPS 2011 GAAP EPS 2011 GAAP net income
z o >Z

$&.----$1.10 $1.20

$1.50 $1.60 $5.4

$4.2
NM

IRR
NOli. aSI.na!> no CB~)ll~1 rBb~

NM

NM

'Req.,l,ijdcaptaltoreocrl:\lnOtarli/etTlarlforWiSlpollmarklan1purCha\1I!lC<:OUllt'nlO

PROJl(T WEST

C()IlfidcntjlllTreatrIlcnt R.equcsteg by

JPM~

JP!\.-LEX00012954;

Capital required

HQl:ling

Bank Leave

~nk

Leave an

ri

---.-.....
TeE
REIT and Debt Acqutred TeE

co~any

......-.-..
$14 12

Sub debt
~

..-

unsecured debt
$14

$14

.... ......$;..
($lD) (2) (1)

17

i2';
($28) (2) (5)

{i(
($28) (2) (4)

Marks
Purchase accounting adjustrrents

.
0
~ ~

Other tier 1 adjustments1

Pro forma TeE

(i;oii
$15 $l4

isai
$15 S2l

(S2)
$15 S17

Required capitalto support RWA Totatcapital required

"

.
o o G

"

JP"nMI;"

ell ')<,1

&CI1.

PROJECT WEST

Confidential 'frca~ITlcnt Re<Itlested bi' JPMC

JPM EX00012955

Capital generation
'~m~'"

;,' :" ...... -:.: . :::: ... :....

~'."

,...

., ... :.' .. ': .... ~ , '.;. :: .... ::: .. :. :.... :.::.

10.,
-l.U> ..
2011

20t2

Openttl.Wlcorre (ifter-till()
OlllPtI,

i.tq"jdl''',

$m )738
$4,301

Tot.
C~"'frombllanc.sn.elredll(t'ol\

.....
$270

$1,585

$U50
211'i' $4,670

$3,119

"."
$D'
$6lO

OlllJltl. Totl!

($113)
1,988

m
$1,197

' ' 7)
67l

$1,775

$575

T~~:~;';.~'iP~~:
rot.~~~~t~~~. . ~~I.

" a

<
PIWHCT WnT

Conljd(;ntial Treat11lent Requestcd~_ ~NfC

JPM EX00012956

Issues and considerations

Willingness of someone else to buy West holding company or West bank (at better terms)
u - - .

Impact of Paulson RTC like strueture

--~~--

Ability to manage immediately Daily erosion of franchise I deposit base Contract process with FDIC
z o
~ <
~

o "
~

" o
ID JP\fnRc"
ell \~,

&Cn

'ROHer W[ST

JPM_EX00012957

---~--

~~~-------

Leader in retail banking and deposit gathering

:I-.m~'
Rank

-::'.

::

: ;.:' : ::' .:., :.::"

Branches WI
6,138

Institution
,.,..,

Rank (1)

j~titution

Deposits ISbn)
$905 804 785

Bank of America
~.-'-"--~-----'

Pro forma Pllrk

(2)

PrO" forma Park Wells Fargo

5,410

Cit;
Bank of Ivnerlca Pork Wachovia
Wells Fargo

3,430 3,34B

Wachovla

123
448
339

Park
z o
~

3,203
2,649

U. S. Barcorp

<

z ~

Source:'..... F,flaro:;1Oj1
NoteBr~""h d8t~

8' of

S~ptRmh .. r 1~. 7!Yl~;

d&pmll dtita 81 of J,n& n, Xilll

" o
o

" o
ID JP\fllll.l. I' Cli ,,,I &Cn
PROJECT WEST

Confidential TreatmeI1 t Re~uested b),JPMC

JPM_EX00012958

Branch network
,('ir.lJ)OJiOO'!lP:. :::::. ,::.:' ,::::." ,,::-, ':.'::: ....: ...... :.:." .... :::.' ":: .: ...... :::: ...... , ' . :' ;::.' ",:.:::"':' :: . . . . . :

z o

o
~

'i'l(I"~'

\NI F..-,anrlfli
1~,

"'nt~

n...." '" nf ~~r'~m~.'

7fI'1I'

o
G

JP\lOKI "e,l,,,. &Cn

PROHCT WEST

Co~dential Treatment Re~l!estcd

by JPMI:

JPM EX00012959

Retail deposit base

MI"'''~ffliiiw:~~=\ii!<iO......'.~W
$88.1

....

:::.: .. :.:.. :.. ':. ':'" .,::'" :.. : .:: . : .: ..:.. :: ......... :.:. :.. :.. :
:::West

::: Park

z o
$10.8

j~~ij~~jj~1l1.

.
o

New ..ruy

....k
Mir"-tslla,.

" o
o

HH_gr~~__
'UUK~.

Med. HH Inc:om.!'.-?'
HH ilK. growt~
,I\JL Fln ...... I~1

'< .....
),

21:n

n.~ ~

u>

..

11.0'l 9.11
S51.1

'.M
1.tt
~5.3

13.'1Ii
16.9'1

,:O.U
2~t\

,..-.69; 0.-61
....1

')':6~

"3.9:';

in
UI
S17.G
11:1';

U-$

'.n
SiLO
17.6t

$63,9

$>"
11.1'

$6Q.'
-n.61;

$52 ..0
1531

""

11.51

19..6l

"

~~'I?;lo:!t

data al of JUI>& D, J:()7; ;.:cllidel dtpO\ltl aleat~r

thI)r;

SXO"rvn In a Ilnilt brar<h; jQmCI!!raph~ data d~poslt w~lltled bit C!hIlt)'

PROHeT WEST

Cort1ideIltial

T~atmcnt _~eques~{:cLl>y

JPtviC __

JPM_ EXOOO 12960

Retail footprint
>'<0 il>...... ~Qmt.oned
O.pOOUI O""Olitl.h4r.
~)

Oepo,it.

Dat>""\,ho,e

- nT-

...
'"

(,,,,,.,1

RvI<.

IS"'m}

i!ll
~

EIe{>,,,lt.l (SmM) tNl

}I~,!JI

Oepo,ltl .... '.

I~ ~I

12 tllli

12,4("

-~--~lrr-BiJ6.-'

8a;{{i<-~~-iT7

o
~b8

11,(1()."
t2,4~

O,-son
~8 .....

J .. ..."

12

..

,n m

"

17,7D
~,o%

}O,131t

'" ..,

"" "
1.1~)

>l

Vl4ZZ,&1l:r
t~,l45-

'"

" "

,..
7.5j.

'"
O.~

..
d<tpnmw~'qltQ(l

~,()

" "
\ourc~

SNl r,nanCll,l1
[If luna 10 XfJi, IJrnrrr
Sb2.4~n

~,jotQ: Og[)OI,t d'ltil ill

cia,.., it! of ~"pl~mbQr 18, 2CI1B;

Qj(,llJd~\

dgpmlt1

~re~t9r

lhitn

In a

smg,~

[)rln"I1;

~wn"il.""hr

data

o ...

O'r:OI.I"ty

, Smi'e oran:;r \fl NV ho'dl

Of dttDOSlt\

"
JP\fOlH:,' ell ,,.,, &Cn
PROJECT WfST

10

Object titles are difficult to line up exactly to the table width, due to removal of sliver of space. On these examples, the border on the object title has been taken off.

JPM EX00012961

Presence in California

Rank tn.stitutton
1 Blink of Americ.

Zotl1branc:hes.
1,007
-----

t of tota! br... ncnes ....2_0!!!.~~.j_t:>.~~). . ~~I.~~~.~!-~~}. .-~~:.~!.~~~~.'~.

11.9% 14.0%
Sl~4,JJl

20.8%
- - - - - - - - - - --

1.6%

__ 2_~_~~ _flr~

]-,
5 Citi

1.016

<4 Wachovia

179 379

_ _ -----.!~8~__
75,721 .013,106 4l,7lS
$74~,5=U

15.5%

5.0%
(4.1")

9.5"

10.2"

2.n
5.2%
100.0"

5.6%

,."

1S.2% 8.5%

lOllt

7(16-1

10'.0"

3 . ~

tliij~M$",

..

.::.;.

::.

.;..

..::
13.1

.:.

::.;

.... :

:;:..

...
$33,'258

. .... ;

....

: :.

; :;.

Renlc MSA
1 los Anaeles-lona8411ch.S.,t. An.
2 San fr.nc:i5t-O.klMndFremont

POPWUo"~~~ M.rketr'l'Ik

.~~~~~~. ~~~.~~. ~~~~. ~~~.~.~ ~.r~ .(~).. ~~~.t. ~~~.r. ~~.>.

'.3
3.1
1.8

2"

3S,nO_,o-Cillrkb,d-S,nM,rtos
.. San
..IQ!e.Sllnnyv.Ie-S~II1t.

.
.
J8

11.1%

11,377
7,284

6%
15.7%

'9.2% 26,6%
17.ClI'

7S

ellr.

",916
4,789

5 RivenideS.n Bern.rc:liroo-Ontario
Tot~

'.2
Ji.~

9.4% 12.4%
.0.21<

24.(]')f;
21.2')(,

$15,72:1

2-tU

" o
o

"

Sou!C~.

s.... r ,wockll
dal3 a\
cfS~pu~mb~' 1~.

No\~: 3r~~h

2OOS. dQ;><lI'\ dots a< of

J'-""I)).

2(Dl

(;111,.,.

&(.n

PROJECT WEST

11

--.----------

-------

____)f'~_EXOOO 12962

Largest California MSAs

IInnch Instlh11ion
1
~nkofAm.rlcl

WIIfIt -_ ..... _- ............. . 'toftot.

~---'~"1tI~

JWalbflrF 04 !Jnbne.nCI' 5eill

lf3t.I"""W

l~"7'

.. ,..
no
!!3

an ...hclMIl
14.n

""posits
_.(~.~~
$57,206

tI~oslt

&r.nch IrInd\clJwnl

0lPoll15
..... _(~_f!'~_
$4I!i,110 lB,S-4b

'~051t

,,,,,
'0".011

Shirl!

tn5tt'litiotl
llankofAI'Mr1C1 3(111

COllnt
151 88

hftotll
H.J%

.Sh.~~
266l/i
~--

... ',.~W.~--

"16s-----U.$---------rr;I6S---

"'"
S...
'C:Q.~

32,57'9
20,512
lJ,~

IOn

~~9'JP .. j

...

1.5% 'Iii: 2.1% H'Q,Qjf

10

n:

.w-t
5WlChovi.

'4 23 t,Q14

t1,317 10,9n

6.~

61%

J.f.W

SUi,49J

1(100-*

o
~

< ~ z

......
Inst!lutlon
1 &.InkofAmlrk;.
~lIJIt

&nindlCO)Int
J1.6~

[)epostu Ii Depasll
Shir"ll
17.~

. _~ _~~.t~.t~ ...(~.mm)
$7,9ll 7,7>4
16.1%

Inltitulion
lW.~frao

&r.nch lr.,.;hcDwnl count Softotlll

17.A

.-... -'.~."!! ....

$12,608 10,309

Depostts "Deposit Shire

71
'OJ

2Welbf ilrID

-3-w.t
<4 UnlonBinC11

7S;

1Z;f:I

o
~

~WKhovil

JatJrll,,*W

..."
61
X(J~,

....

16.7%

1.2ff
<4,<4).4
2,6)2

f5-.i'1f

....
5.7~

2 Sank of Amel1cl

3W.t
<4COlTMlrlcl
J"'_~

'.A r(io.rpf

1#.4:",

10(}.f)7f

.,,"

".

" " "

1

24""
'96%

11.(f;J6

1'0,6<'

4",916
3,956
3,~7'il

J." 0."
HH1.Wf

'.U
ftlO.O~

$~il ... U

...
IS'

SUU(~II: St-l FIIld( .. 1d1 N(lIQ: B18r":h dal~ 9! ofSQI':Qmtw 17,

dilPO<lt ilataa! of.r,l:lQ D,lOCJ7

JP\ln~,

"CII

\~l

&Cn

'ROHCT WEST

12

C()J!fidentiaL1'J-eatrll~t Rcqu~stcdl>yJPM~ __ .

JPM EX00012963

Presence in other new markets

lr.nchQlut)1

Deposits

'6.

m:stlll.iUon 6rnc:h count " of 'oWl WKhIr!a. _ _ _ ------.In___ Il,N

a.nkof~rtt:.

(Smn'I)

o.o$tt shl,..
11.2

n~!lt'''[o~m;!

.........~~:~ ~!~~.~.. r~I,<.~... ~S:~I.".l.

--

> ~ ...

,
2

SunTNsl

batons
Wmj

'i4iUt'

----s:iii

". ,.,

."

II.'"

...
7.2

11.J3i ____ ~~_

67,001 3<4,105 17,679

t.

tI,tao

., ...

12. -------.-.,----

$!i,oo-I

P.lmBo~_bo<l'''''

't'""'"1i

e,.<hJnto"s.,.'O\JV8"'C8
l"'''',"dWI~U''H.v""

12

1iM'.O~ j.6I;5.5~ ""'l:OO:~

.""
"
Bnlllthwllnt 'MtltllUon US BilocoJp Wellsfl/'iO
6ranehcount

45

'" , "
05

o >< >z
,"sUhltiI;!on

. '" .
3

a.nkoiA;.;~rk~

-.

.. ii6 ..
.. 7

llrancllcotlnt

IIrlncbcount ~ 0'10111

_ _ ft,
(SfnIfI)

ilMposlt
1'2.41

'iH~'"

.,.,.

"i3:619
1.3i~Z;

US &lncorp

."
153

'.7
'7 7.'

Wells:l'lIO
.1,~'3l

..,

.....
1,125

11.3 71

7,<112

7.' 7.0 rtMt.

. .... '"k

T....
,jat~

..

tOO.~

. _I.~~~!_~ _ .

. """""
l~l"

."

Ioltottl
17.n 11.5

"-'0
($n'lm)
~,696-

11 o.poslt shire
IB.5~

128

'D' "
i;'09"

n
7.'
'.3
;OO,~'

'.5,6'0
3 ..... '

8,881

".

11.44

11.8

"'7,94).-

-'-'00:0"':

'>ck.oc~: s~ F"'illl~1

.
Q

Note Sroo::h

as of >ept~mber , 7, 2CXl8, dapollt <lata a\ of JunE D, M7

" o

III

JP\fOMI: \' (:11 \,,: &Cn

PROJECT

W~5T

1l

Confidenti!ll Trcatmei1tRcqucsted by JPMC

JPM EXOOOI2964

Presence in existing markets

:Jl!!!li!'~.~~'.'.:"' .... '
8r4l1';'COUflt
f~und1rolfl'll

. . . :.: ....... : .
Oepo5lH (5mm)
"O~tt

Depoo:lll IS1M')

~D~1t ~dlrounl

l6-ot(Otlil

Brandl coon: "",,,(tOl3I

2
4

H~IK

'"
On~

nt.'1f
'.3
4 9
~.4

100 B>lnI<nfAf"lf'rlril

'"

70,46t
57 ,42~

10.1

ilaMr;AAmerlca

82

3
4

Well>
/IIWtI.

Far~o

,7,777
:l4,~j

Capllal

Wad10vla

... -,!"~~{"'
o
~

W.'

m
m

'"

4."

Ht,Uf

!~~i:.

<
~

l\ra'ldlcoonl

DepolI!I
(Sm<1'l)

"Depo;l[
Ilrenm<.oonl
1~.4~

Brandl wont
~oftQt!l1

DepOllt5

IliD~e!;\{

,
o

"oflO!.aI
~8r~

(Smm)
SH.99~

Inere
l~,l~

01 America 2E,769 2t,t1J 18,(82

on
l.'.~

Pr ..fw_com!rintod
5d"k.u(A""ncd

n,763 .Jd,b
\~

"
HLlrl\nnClty
pr~f.rn.c_infll

'9.11~ N~t'''MI(tty

" o
o

m
l,JU

1.&'4
100.011.

"

I/,n,
$10~J60

Tot .. 1

'"

3,3GB

..."
100.0%

$lO',161

"

w.,
T~.

Nc.-thenTnJSt

."'.

...

11.~Hi 3,9~

0<

1,l-71
Sl"n.~o,,

"
100.(1':1.

100.C)\l;

" o
to

Not~;

Brllr'ICh detaluQl '.eptemtw 11, 2U.ie, deXlIIt

dt;t~"s

01

J~

11, iU,J/

JP\fOHr,,,

ell I.. , &Cn

'ROUtT WEH

14

c:'i>idenJ~I-,!'reatITlent Requestcd~LJPMC

JPM EX00012965

Footprint attractiveness
.. :.' :. >:, ...........: .
_8.'C
Network Comparisons

': .. ',', ::':: ....

porl</Woot
Potk

,',. ,,' ... '.: .. ::.'::

Wfe
25.1%
46.3%
WI!

:.

We ..

STI
11.4%
11.6% S69,572

U.S. Households Hispanlc Households

--48:-9X ---c-41.-'"
74.8%
571,434
67.9:~

24.4%
33,4%

23.6%
23.4%

--

30.3%

58.6%

A eraae Income ....

S71,524

$70,652 25.5% 3,203

$70,760
27.9%

\n,809
26.]%

$74,23a 32.7% 2,207

Buiinesses
Total II of BrjH'l(;hes

53.4%

4"'.8"
',. 10 '

13.5% 1,762

5,598

3,068

3,058

.
~ ~

<

Population Growth (2006-11)

5 Year Growth

, ,

5.3%"\

%of Populatlon Growth %of Hispanic Growth

"" 54.2% ' .. 71.4%

i~';'o;"',\ , ,, ,, '
, ...44.6"... '
63.~"-

3.5;;'

6.7%
36.2%
47.1%

5.5%
26.1% 30.0%

5.8%
38.3%

6.8%

17.7%

16.8%

30.''1<

53."'h

15.9%

0
~

"

Source' FDIC .ndSNlf"'.nctll Note: Oillaof)u,.. 30, 2001 Anllysls b&ed on 1 mile rldlus round I.::h brlnth; U$Um.s no MW brlllChes .fter July 2007 &r.1IC1'o COI",I bIofore consoltdltiDn:s: assumtn&+Il consolldlltlons brlnch count would be ",970

o
10 JP:\lnKf,,'

ell ".1 &Cn

PROHCT WEST

15

Confidential Treatment ~equestcd by .J!>MC

]PM EXOOO 12966

Exhibit 7

West law.
Release No. 58592, Release No. 34-58592,2008 WL 4287187 (S.E.c. Release No.) Page 1

Release No. 58592, Release No. 34-58592, 2008 WL 4287187 (S.E.C. Release No.) S.E.C. Release No. Securities Exchange Act of 1934 SECURITIES AND EXCHANGE COMMISSION (S.E.c.) EMERGENCY ORDER PURSUANT TO SECTION 12(K)(2) OF THE SECURITIES EXCHANGE ACT OF 1934 TAKING TEMPORARY ACTION TO RESPOND TO MARKET DEVELOPMENTS September 18, 2008 The Commission is aware of the continued potential of sudden and excessive fluctuations of securities prices and disruption in the functioning of the securities markets that could threaten fair and orderly markets. In our recent publication of an emergency order under Section l2(k) of the Exchange Act (the "Act"),[FNl] for example, we were concerned about the possible unnecessary or artificial price movements based on unfounded rumors regarding the stability of financial institutions and other issuers exacerbated by "naked" short selling. Our concerns, however, are no longer limited to just the financial institutions that were the subject of the July Emergency Order. Recent market conditions have made us concerned that short selling in the securities of a wider range of financial institutions may be causing sudden and excessive fluctuations of the prices of such securities in such a manner so as to threaten fair and orderly markets. Given the importance of confidence in our financial markets as a whole, we have become concerned about recent sudden declines in the prices of a wide range of securities. Such price declines can give rise to questions about the underlying financial condition of an issuer, which in tum can create a crisis of confidence, without a fundamental underlying basis. This crisis of confidence can impair the liquidity and ultimate viability of an issuer, with potentially broad market consequences. Our concerns are no longer limited to the financial institutions that were the subject of the July Emergency Order. As a result of these recent developments, the Commission has concluded that there continues to exist the potential of sudden and excessive fluctuations of securities prices generally and disruption in the functioning of the securities markets that could threaten fair and orderly markets. Based on this conclusion, the Commission is exercising its powers under Section l2(k)(2) of the Act. [FN2] Pursuant to Section 12(k)(2), in appropriate circumstances the Commission may issue summarily an order to alter, supplement, suspend, or impose requirements or restrictions with respect to matters or actions subject to regulation by the Commission if the Commission determines such an order is necessary in the public interest and for the protection of investors to maintain or restore fair and orderly securities markets. In these unusual and extraordinary circumstances, we have concluded that, to prevent substantial disruption in the securities markets, temporarily prohibiting any person from effecting a short sale in the publicly traded securities of certain financial firms, which entities are identified in Appendix A ("Included Financial Firms"), is in the public interest and for the protection of investors to maintain or restore fair and orderly securities markets. This emergency action should prevent short selling from being used to drive down the share prices of issuers even where there is no fundamental basis for a price decline other than general market conditions.

2009 Thomson Reuters. No Claim to Orig. US Gov. Works.

Release No. 58592, Release No. 34-58592, 2008 WL 4287187 (S.E.c. Release No.)

Page 2

IT IS ORDERED that, pursuant to our Section 12(k)(2) powers, all persons are prohibited from short selling[FN3] any publicly traded securities of any Included Financial Firm. Similar to the Amended July Emergency Order, we are providing a limited exception for certain bona fide market makers. We believe this narrow exception is necessary because such market makers may need to facilitate customer orders in a fast moving market without possible delays associated with complying with the requirements of this Order. IT IS THEREFORE ORDERED that, pursuant to our Section 12(k)(2) powers, the following entities are excepted from the requirements of the Order: registered market makers, block positioners, or other market makers obligated to quote in the over-the-counter market, in each case that are selling short a publicly traded security of an Included Financial Firm as part of bona fide market making in such security. In addition, we are providing an exception to allow short sales that occur as a result of automatic exercise or assignment of an equity option held prior to effectiveness of this Order due to expiration of the option. IT IS THEREFORE ORDERED that, pursuant to our Section 12(k)(2) powers, the requirements of this Order shall not apply to any person that effects a short sale in any publicly traded security of any Included Financial Firm as a result of automatic exercise or assignment of an equity option held prior to effectiveness of this Order due to expiration of the option. th Finally, to facilitate the expiration of options on September 20 , options market makers are excepted from the requireth ments of this Order until 11 :59 p.m. on September 19 when selling short as part of bona fide market making and hedging activities related directly to bona fide market making in derivatives on the publicly traded securities of any Included Financial Firm. IT IS THEREFORE ORDERED that, pursuant to our Section 12(k)(2) powers, the requirements of this Order shall not apply, until 11 :59 p.m. on September 19, 2008, to any person that is a market makcr that effects a short sale as part of a bona fide market making and hedging activity related directly to bona fide market making in derivatives on the publicly traded securities of any Included Financial Firm. This Order shall be effective immediately and shall terminate at 11 :59 p.m. EDT on October 2, 2008, unless further extended by the Commission. By the Commission. Florence E. Harmon Acting Secretary FNI. See Exchange Act Release No. 581(i(i (July 15,2008). See also Exchange Act Release No. 58190 (July 18,2008) ("Amended July Emergency Order"). See also Exchange Act Release No. 58572 (September 17, 2008). FN2. This finding of an "emergency" is solely for purposes of Section 12(k)(2) of the Exchange Act and is not intended to have any other effect or meaning or to confer Any right or impose any obligation other than set forth in this Order. FN3. The definition of "short sale" shall be the same definition used in Rule 200(a) of Regulation SHO and the requirements for marking orders "long" or "short" shall Be the same as provided in Regulation SHOo Appendix A

2009 Thomson Reuters. No Claim to Orig. US Gov. Works.

Release No. 58592, Release No. 34-58592,2008 WL 4287187 (SEC. Release No.)

Page 3

This list, prepared on a best efforts basis, includes banks, insurance companies, and securities firms identified by SICs 6000, 6011, 6020-22, 6025, 6030, 6035-36, 6111, 6140, 6144, 6200, 6210-11, 6231, 6282, 6305, 6310-11, 6320-21, 6324,6330-31,6350-51,6360-61,6712, and 6719. AAME AANB ABBC ABCB ABCW ABK ABNJ ABVA ACAP ACBA ACE ACFC ACGL ADVNA ADVNB AEG AEL AET AF AFFM AFG AFL AGII AGO AGP AGX AHD AHL AlB AIG AINV AIZ ALL ALLB ATLANTIC AMERICAN CORP ABIGAIL ADAMS NATL BANCORP INC ABINGTON BANCORP INC PA AMERIS BANCORP ANCHOR BANCORP WISCONSIN INC AMBAC FINANCIAL GROUP INC AMERICAN BANCORP OF NJ INC ALLIANCE BANKSHARES CORP AMERICAN PHYSICIANS CAPITAL INC AMERICAN COMMUNITY BNCSHRS INC ACE LTD ATLANTIC COAST FED CORP ARCH CAPITAL GROUP LTD NEW ADV ANT A CORP ADVANTA CORP AEGONNV AMERICAN EQUITY INVT LIFE HLDG C AETNA INC NEW ASTORIA FINANCIAL CORP AFFIRMA TIVE INSURANCE HLDGS INC AMERICAN FINANCIAL GROUP INC NEW AFLAC INC ARGO GROUP INTL HLDGS LTD ASSURED GUARANTY LTD AMERIGROUP CORP ARGANINC ATLAS PIPELINE HOLDINGS L P ASPEN INSURANCE HOLDINGS LTD ALLIED IRISH BANKS PLC AMERICAN INTERNATIONAL GROUP INC APOLLO INVESTMENT CORP ASSURANT INC ALLSTATE CORP ALLIANCE BAN CORP INC PA

2009 Thomson Reuters. No Claim to Orig. US Gov. Works.

Release No. 58592, Release No. 34-58592, 2008 WL 4287187 (SEC. Release No.)

Page 4

ALNC Ai\1CP

ALLIANCE FINANCIAL CORP NY AMCOMP INC NEW AMCORE FINANCIAL INC AFFILIATED MANAGERS GROUP INC AMERICAN INDEPENDENCE CORP AMERICAN NATIONAL BANKSHARES INC AMERIPRISE FINANCIAL INC AMERICAN PHYSICIANS SVC GROUP AMERICAN RIVER BANKSHARES AMERISAFE INC T D AMERITRADE HOLDING CORP AMERICAN NATIONAL INS CO ANNAPOLIS BANCORP INC AONCORP APPALACHIAN BANCSHARES INC ARROW FINANCIAL CORP AMERIANA BANCORP ASTA FUNDING INC ATLANTIC SOUTHERN FINL GROUP INC AMERISERV FINANCIAL INC ATLANTIC BANCGROUP INC AMES NA TL CORP AUBURN NATIONAL BANCORP AMERICAN WEST BANCORPORATION ALLIED WORLD ASSUR CO HLDGS LTD AXA UAP ATLAS ACQUISITION HOLDINGS CORP AXIS CAPITAL HOLDINGS LTD BANK OF AMERICA CORP BANCFIRST CORP BANNER CORP BANCORP RHODE ISLAND INC BAY NATIONAL CORP BRIDGE CAPITAL HOLDINGS BB &TCORP BANKATLANTIC BANCORP INC CORPBANCA

AMFI
AMG AMIC AMNB AMP AMPH AMRB At\1SF AMTD ANAT ANNB AOC APAB AROW ASBI ASFI ASFN ASRV ATBC ATLO AUBN AWBC AWH AXA AXG AXS BAC BANF BANR BARI BAYN BBNK BBT BBX BCA

2009 Thomson Reuters. No Claim to Orig. US Gov. Works.

Release No. 58592, Release No. 34-58592, 2008 WL 4287187 (S.E.c. Release No.)

Page 5

BCAR BCBP BCP BCS BCSB BDGE BEN BERK BFF BFIN BFNB BHB BHBC BHLB BK BKBK BKMU BKOR BKSC BKUNA BLX BMRC BMTC BNCL BNCN BNS BNV BOCH BOFI BOFL BOH BOKF BOMK BOVA BPFH BPSG BRK

BANK OF THE CAROLINAS CORP B C B BANCORP INC BROOKE CAPITAL CORP BARCLAYSPLC B C S B BANCORP INC BRIDGE BANCORP INC FRANKLIN RESOURCES INC BERKSHIRE BANCORP INC DEL B F C FINANCIAL CORP BANKFINACIAL CORP BEACH FIRST NATL BANCSHARES INC BAR HARBOR BANKSHARES BEVERLY HILLS BANCORP INC BERKSHIRE HILLS BANCORP INC BANK OF NEW YORK MELLON CORP BRITTON & KOONTZ CAPITAL CORP BANK MUTUAL CORP NEW OAK RIDGE FINANCIAL SERVICES INC BANK SOUTH CAROLINA CORP BANKUNITED FINANCIAL CORP BANCO LATINOAMERICANO DE EXP SA BANK OF MARIN BAN CORP BRYN MAWR BANK CORP BENEFICIAL MUTUAL BANCORP INC BNCBANCORP BANK OF NOV A SCOTIA BEVERLY NATIONAL CORP BANK OF COMMERCE HOLDINGS B OF I HOLDING INC BANK OF FLORIDA CORP NAPLES BANK OF HAW All CORP B 0 K FINANCIAL CORP BANK MCKENNEY V A BANK OF VIRGINIA BOSTON PRIVATE FINL HLDS INC BROADPOINT SECURITIES GROUP INC BERKSHIRE HATHA WA Y INC DEL

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BRK BRKL BSRR BTFG BUSE BWINA BWINB BX BXS BYFC C CAC CACB CADE CAFI CAPB CAPE CART CARV CASB CASH CATY CB CBAN CBBO CBC CBIN CBKN CBNK CBON CBU CCBD CCBG CCBP CCFH CCNE CCOW

BERKSHIRE HATHA WA Y INC DEL BROOKLINE BANCORP INC SIERRA BAN CORP BANCTRUST FINANCIAL GROUP INC FIRST BUSEY CORP BALDWIN & LYONS INC BALDWIN & LYONS INC BLACKSTONE GROUP L P BANCORPSOUTH INC BROADWAY FINANCIAL CORP DEL CITIGROUP INC CAMDEN NATIONAL CORP CASCADE BANCORP CADENCE FINANCIAL CORP CAMCO FINANCIAL CORP CAPITALSOUTH BANCORP CAPE FEAR BANK CORP CAROLINA TRUST BANK CARVER BAN CORP INC CASCADE FINANCIAL CORP MET A FINANCIAL GROUP INC CATHAY GENERAL BANCORP CHUBB CORP COLONY BANKCORP INC COLUMBIA BANCORP ORE CAPITOL BAN CORP LTD COMMUNITY BANK SHRS INDIANA INC CAPITAL BANK CORP NEW CHICOPEE BANCORP INC COMMUNITY BANCORP COMMUNITY BANK SYSTEM INC COMMUNITY CENTRAL BANK CORP CAPITAL CITY BANK GROUP COMM BANCORP INC C C F HOLDING COMPANY C N B FINANCIAL CORP PA CAPITAL CORP OF THE WEST

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CEBK CFBK CFFC CFFI CFFN CFNL CFR CHCO CHEV CHFC CI CIA CINF CITZ CIZN CJBK CLBH CLFC CLMS CMA CME CMFB CMGI CMSB CNA CNAF CNB CNBC CNBKA CNC CNLA CNO CNS COBH COBZ COLB COOP

CENTRAL BANCORP INC CENTRAL FEDERAL CORP COMMUNITY FINANCIAL CORP C & F FINANCIAL CORP CAPITOL FEDERAL FINANCIAL CARDINAL FINANCIAL CORP CULLEN FROST BANKERS INC CITY HOLDING CO CHEVIOT FINANCIAL CORP CHEMICAL FINANCIAL CORP CIG N A CORP CITIZENS INC CINCINNATI FINANCIAL CORP C F S BANCORP INC CITIZENS HOLDING CO CENTRAL JERSEY BANCORP CAROLINA BANK HOLDINGS INC CENTER FINANCIAL CORP CALAMOS ASSET MANAGEMENT INC COMERICA INC C M E GROUP INC COMMERCEFlRST BANCORP INC CMG I INC C M S BANCORP INC C N A FINANCIAL CORP COMMERCIAL NATIONAL FINL CORP COLONIAL BANCGROUP INC CENTER BANCORP INC CENTURY BANCORP INC CENTENE CORP DEL COMMUNITY NATL BANK LAKEWAY AREA CONSECOINC COHEN & STEERS INC PENNSYLVANIA COMMERCE BANCORP IN COBIZ FINANCIAL INC COLUMBIA BANKING SYSTEM INC COOPERATIVE BANCSHARES INC

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CORS COWN CPBC CPBK CPF CPHL CRBC CRFN CRMH CRRB CRVL CSBC CSBK CSFL CSHB CSNT CTBC CTBI CTBK CTZN CVBF CVBK CVCY CVH CVLL CVLY CWBC CWBS CWLZ CZFC CZWI DB DCOM DEAR DFG DGICA DGICB

CORUS BANKSHARES INC COWEN GROUP INC COMMUNITY PARTNERS BANCORP COMMUNITY CAP IT AL CORP CENTRAL PACIFIC FINANCIAL CORP CASTLEPOINT HOLDINGS LTD CITIZENS REPUBLIC BANCORP INC CRESCENT FINANCIAL CORP C R M HOLDINGS LTD CARROLLTON BANCORP CORVELCORP CITIZENS SOUTH BANKING CORP DEL CLIFTON SAVINGS BANCORP INC CENTERSTATE BANKS OF FLORIDA INC COMMUNITY SHORES BANK CORP CRESCENT BANKING CO CONNECTICUT BANK & TRUST CO COMMUNITY TRUST BANCORP INC CITYBANK LYNNWOOD WASHINGTON CITIZENS FIRST BANCORP INC C V B FINANCIAL CORP CENTRAL VIRGINIA BANKSHARES INC CENTRAL VALLEY COMM BANCORP COVENTRY HEALTH CARE INC COMMUNITY V ALLEY BAN CORP CODORUS VALLEY BANCORP INC COMMUNITY WEST BANCSHARES COMMONWEAL TH BANKSHARES INC COWLITZ BAN CORPORA TION CITIZENS FIRST CORP CITIZENS CMNTY BAN CORP INC MD DEUTSCHE BANK AG DIME COMMUNITY BANCSHARES DEARBORN BAN CORP INC DELPHI FINANCIAL GROUP INC DONEGAL GROUP INC DONEGAL GROUP INC

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DHIL DLLR DR DSL DUF EBSB EBTX ECBE EGBN EIHI Ell EMCT EMITF ENH ESBF ESBK ESGR ETFC EV EVBN EVBS EVR EWBC FABK FAC
FAF

DIAMOND HILL INVESTMENT GRP INC DOLLAR FINANCIAL CORP DARWIN PROFESSIONAL UNDERWRITERS DOWNEY FINANCIAL CORP DUFF & PHELPS CORP NEW MERIDIAN INTERSTATE BAN CORP INC ENCORE BANCSHRES INC E C B BANCORP INC EAGLE BANCORP INC EASTERN INSURANCE HOLDINGS INC ENERGY INFRASTRUCTURE ACQUI CORP E M C INSURANCE GROUP INC ELBIT IMAGING LTD ENDURANCE SPECIALTY HOLDINGS LTD E S B FINANCIAL CORP ELMIRA SAVINGS BANK FSB NY ENST AR GROUP LTD E TRADE FINANCIAL CORP EATON VANCE CORP EVANS BANCORP INC EASTERN VIRGINIA BANKS HARES INC EVERCOREPARTNERSINC EAST WEST BAN CORP INC FIRST ADV ANT AGE BAN CORP FIRST ACCEPTANCE CORP FIRST AMERICAN CORP CALIF FLAGSTAR BAN CORP INC F B R CAPITAL MARKETS CORP FIRST BUSINESS FINL SVCS INC FIRSTBANK CORP FIRST BANCSHARES INC MS FIRST BANCORP NC FIRST BANCORP P R FIRST BANCSHARES INC MO FAUQUIER BA~TJ(SHARES INC FIRST BANCTRUST FIRST CALIFORNIA FINL GROUP INC

FBC FBCM FBIZ FBMI FBMS FBNC FBP FBSI FBSS FBTC FCAL

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FCAP FCBC FCCO FCCY FCFL FCNCA FCVA FCZA FDEF FDT FED FFBC FFBH FFCH FFCO FFDF FFFD FFG FFH FFHS FFIC FFIN FFKT FFKY FFNM FFNW FFSX FHN FIFG FIG FII FISI FKFS FLIC FMAR FMBI FMER

FIRST CAPITAL INC FIRST COMMUNITY BANCSHARES INC FIRST COMMUNITY CORP SC 1ST CONSTITUTION BANCORP FIRST COMMUNITY BANK CORP AMER FIRST CITIZENS BANCSHARES INC NC FIRST CAP IT AL BANCORP INC VA FIRST CITIZENS BANC CORP FIRST DEFIANCE FINANCIAL CORP FEDERAL TRUST CORP FIRSTFED FINANCIAL CORP FIRST FINANCIAL BANCORP OHIO FIRST FEDERAL BANCSHARES ARK INC FIRST FINANCIAL HOLDINGS INC FEDFIRST FINANCIAL CORP F F D FINANCIAL CORP NORTH CENTRAL BANCSHARES INC F B L FINANCIAL GROUP INC FAIRFAX FINL HOLDINGS LTD FIRST FRANKLIN CORP FLUSHING FINANCIAL CORP FIRST FINANCIAL BANKSHARES INC FARMERS CAPITAL BANK CORP FIRST FINANCIAL SERVICE CORP FIRST FED NORTHN MI BANCORP INC FIRST FINANCIAL NORTHWEST INC FIRST FEDERAL BANKS HARES INC DEL FIRST HORIZON NATIONAL CORP 1ST INDEPENDENCE FNL GROUP INC FORTRESS INVESTMENT GROUP L L C FEDERATED INVESTORS INC PA FINANCIAL INSTITUTIONS INC FIRST KEYSTONE FINANCIAL INC FIRST LONG ISLAND CORP FIRST MARINER BAN CORP FIRST MIDWEST BANCORP DE FIRSTMERIT CORP

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FMFC FNB FNBN FNFG FNLC FNM FNSC FPBI FPBN FPFC FPIC FPTB FRBK FRE FRGB FRME FSBI FSBK FSGI FSNM FTBK FULT FUNC FWV FXCB GABC GAN GBCI GBH GBL GBNK GBTS GCA GFED GFIG GFLB GGAL

FIRST M & F CORP FNBCORPPA F N B UNITED CORP FIRST NIAGARA FINL GROUP INC NEW FIRST BAN CORP INC ME FEDERAL NATIONAL MORTGAGE ASSN FIRST NATIONAL BANCSHARES INC SC F P B BANCORP INC
1ST PACIFIC BANCORP CA

FIRST PLACE FINANCIAL CORP NM F PIC INSURANCE GROUP INC FIRST P ACTRUST BANCORP INC REPUBLIC FIRST BANCORP INC FEDERAL HOME LOAN MORTGAGE CORP FIRST REGIONAL BANCORP FIRST MERCHANTS CORP FIDELITY BANCORP INC FIRST SOUTH BAN CORP INC FIRST SECURITY GROUP INC FIRST STATE BANCORPORATION FRONTIER FINANCIAL CORP FULTON FINANCIAL CORP PA FIRST UNITED CORP FIRST WEST VIRGINIA BANCORP INC FOX CHASE BANCORP INC GERMAN AMERICAN BANCORP INC GAINSCO INC GLACIER BANCORP INC NEW GREEN BUILDERS INC GAMCO INVESTORS INC GUARANTY BANCORP GA TEW AY FINANCIAL HLDGS INC GLOBAL CASH ACCESS HOLDINGS INC GUARANTY FEDERAL BANCSHARES INC G F I GROUP INC GREAT FLORIDA BANK GRUPO FINANCIERO GALICIA S A

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GHL GIW GLBZ GLRE GNW GOV GRAN GRNB GROW GS GSBC GSLA GTS HABC HAFC HALL HARL HAXS HBAN HBHC HBNK HBOS HCBK HCC HEOP HFBC HFFC HFWA HGIC HIFS HMN HMNF HMPR HNBC HNT HOMB HOME

GREENHILL & CO INC WILBER CORP GLEN BURNIE BANCORP GREEN LIGHT CAPITAL RE LTD GENWORTH FINANCIAL INC GOUVERNEUR BANCORP INC BANK GRANITE CORP GREEN BANKSHARES INC U S GLOBAL INVESTORS INC GOLDMAN SACHS GROUP INC GREAT SOUTHERN BANCORP INC G S FINANCIAL CORP TRIPLE S MANAGEMENT CORP HABERSHAM BANCORP INC HANMI FINANCIAL CORP HALLMARK FINANCIAL SERVICES INC HARLEYSVILLE SAVINGS FINAN CORP HEALTHAXIS INC HUNTINGTON BANCSHARES INC HANCOCK HOLDING CO HAMPDEN BANCORP INC HERITAGE FINANCIAL GROUP HUDSON CITY BANCORP INC H C C INSURANCE HOLDINGS INC
HE~TAGEOAKSBANCORP

HOPFED BAN CORP INC H F FINANCIAL CORP HERITAGE FINANCIAL CORP WA HARLEYSVILLE GROUP INC HINGHAM INSTITUTION FOR SVGS MA HORACE MANN EDUCATORS CORP NEW H M N FINANCIAL INC HAMPTON ROADS BANKSHARES INC HARLEYSVILLE NATIONAL CORP PA HEALTH NET INC HOME BANCSHARES INC HOME FEDERAL BAN CORP INC MD

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HRZB HS HTBK HTH HTLF HUM HWBK HWFG lAAC IBCA IBCP IBKC IBKR IBNK IBOC ICE ICH IFC IFSB !HC IMP INCB INDB ING IPCC IPCR IRE ITC ITG ITIC JAXB JEF JFBC JFBI JLl

HORIZON FINANCIAL CORP WASH HEAL THSPRING INC HERITAGE COMMERCE CORP HILLTOP HOLDINGS INC HEARTLAND FINANCIAL USA INC HUMANAINC HA WTHORl'l BANCSHARES INC HARRINGTON WEST FINANCIAL GRP IN INTERNATIONAL ASSETS HLDG CORP INTERVEST BANCSHARES CORP INDEPENDENT BANK CORP MICH IBERIABANK CORP INTERACTIVE BROKERS GROUP INC INTEGRA BANK CORP INTERNATIONAL BANCSHARES CORP INTERCONTINENTALEXCHANGE INC INVESTORS CAPITAL HOLDINGS LTD IRWIN FINANCIAL CORP INDEPENDENCE FEDERAL SAVINGS BK INDEPENDENCE HOLDING CO NEW IMPERIAL CAPITAL BANCORP INC INDIANA COMMUNITY BANCORP INDEPENDENT BANK CORP MA IN G GROEPNV INFINITY PROPERTY & CASUALTY COR I P C HOLDINGS LTD IRELAND BANK I T C HOLDINGS CORP INVESTMENT TECHNOLOGY GP INC NEW INVESTORS TITLE CO JACKSONVILLE BAN CORP INC FL JEFFERIES GROUP INC NEW JEFFERSONVILLE BAN CORP JEFFERSON BANCSHARES INC TENN JESUP & LAMONT INC J M P GROUP INC JANUS CAP GROUP INC

lMP
JNS

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JPM JXSB KCLI KENT KEY KFED KFFB KFS KRNY L LAB LABC LARK LAZ LBBB LBCP LEGC LEH LFC LION LKFN LNC LNCB LPSB LSBI LSBK LSBX LTS LUK LYG MAIN MASB MBFI MBHI MBI MBP MBR

JPMORGAN CHASE & CO JACKSONVILLE BANCORP INC KANSAS CITY LIFE INS CO KENT FINANCIAL SERVICES INC KEYCORPNEW K FED BANCORP KENTUCKY FIRST FEDERAL BANCORP KINGSWA Y FINANCIAL SERVICES INC KEARNY FINANCIAL CORP LOEWS CORP LABRANCHE & CO INC LOUISIANA BANCORP INC LANDMARK BANCORP INC LAZARD LTD LIBERTY BELL BK CHERRY HILL NJ LIBERTY BANCORP INC MO LEGACY BANCORP INC LEHMAN BROTHERS HOLDINGS INC CHINA LIFE INSURANCE CO LTD FIDELITY SOUTHERN CORP NEW LAKELAND FINANCIAL CORP LINCOLN NATIONAL CORP IN LINCOLN BANCORP IND LAPORTE BANCORP INC L S B FINANCIAL CORP LAKE SHORE BANCORP INC L S B CORP LADENBURG THALMANN FIN SVCS INC LEUCADIA NATIONAL CORP LLOYDS TSB GROUP PLC MAIN STREET CAPITAL CORP MASSBANK CORP M B FINANCIAL INC NEW MIDWEST BANC HOLDINGS INC MB IAINC MID PENN BANCORP INC MERCANTILE BANCORP INC

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MBRG MBTF MBVA MBVT MBWM MCBF MCBI MCGC MCY MER MERR MF MFC MFLR MFNC MFSF MGYR MHLD MI MIG MIGP MKL MKTX
MNRK

MIDDLEBURG FINANCIAL CORP M B T FINANCIAL CORP MILLENNIUM BANKSHARES CORP MERCHANTS BANCSHARES INC MERCANTILE BANK CORP MONARCH COMMUNITY BANCORP INC METRO CORP BANCSHARES INC M C G CAPITAL CORP MERCURY GENERAL CORP NEW MERRILL LYNCH & CO INC MERRIMAN CURRAN FORD GROUP INC M F GLOBAL LTD MANULIFE FINANCIAL CORP MAYFLOWER BANCORP INC MACKINAC FINANCIAL CORP MUTUALFIRST FINL INC MAGYAR BANCORP INC MAIDEN HOLDNGS LTD MARSHALL & ILSLEY CORP NEW MEADOWBROOK INSURANCE GROUP INC MERCER INSURANCE GROUP INC MARKEL CORP MARKETAXESS HLDGS INC MONARCH FINANCIAL HOLDINGS INC MIDWESTONE FINANCIAL GRP INC NEW MOLINA HEAL THCARE INC MORNINGSTAR INC MONTPELIER RES HOLDINGS LTD MONROE BANCORP MORGAN STANLEY DEAN WITTER & CO M S B FINANCIAL CORP MAIN SOURCE FINANCIAL GROUP INC MIDSOUTH BANCORP INC M G I C INVESTMENT CORP WIS MITSUBISHI UFJ FINANCIAL GP INC MAX CAP IT AL GROUP LTD NATIONAL ATLANTIC HOLDINGS CORP

MOFG MOH MORN MRH MROE MS MSBF MSFG MSL MTG MTU MXGL NAHC

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NAL NARA NATL NAVG NBBC NBN NBTB NBTF NCBC NCC NDAQ NEBS NECB NEWT NFBK NFS NFSB NHTB NICK NITE NKSH NMR NMX NOVB NPBC NRIM NSEC NSFC NSH NTQ NTRS NVSL NWFL NWLIA NWSB NXTY NYB

NEW ALLIANCE BANCSHARES INC NARA BANCORP INC NATIONAL INTERSTATE CORP NAVIGATORS GROUP INC NEWBRIDGE BANCORP NORTHEAST BANCORP N B T BANCORP INC N B & T FINANCIAL GROUP INC NEW CENTURY BANCORP INC NC NATIONAL CITY CORP NASDAQ 0 M X GROUP INC NEW ENGLAND BANCSHARES INC NORTHEAST COMMUNITY BAN CORP INC NEWTEK BUSINESS SVCS INC NORTHFIELD BANCORP INC NATIONWIDE FINANCIAL SERVICES IN NEWPORT BANCORP INC NEW HAMPSHIRE THRIFT BNCSHRS INC NICHOLAS FINANCIAL INC KNIGHT CAPITAL GROUP INC NA TIONAL BANKSHARES INC NOMURA HOLDINGS INC NYMEX HOLDINGS INC NORTH VALLEY BANCORP NA TIONAL PENN BANCSHARES INC NORTHRIM BANCORP INC NATIONAL SECURITY GROUP INC NORTHERN STATES FINANCIAL CORP NUST AR G P HOLDINGS LLC N T R ACQUISITION CO NORTHERN TRUST CORP NAUGATUCK VL Y FINANCIAL CORP NORWOOD FINANCIAL CORP NATIONAL WESTERN LIFE INS CO NORTHWEST BANCORP INC PA NEXITY FINANCIAL CORP NEW YORK COMMUNITY BAN CORP INC

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NYM NYX OCFC OFG OKSB OLBK OLCB ONB ONFC OPHC OPOF OPY ORH ORI ORIT OSBC OSBK OSHC OVBC OXPS OZM OZRK PABK PACW PBCI PBCT PBHC PBIB PBIP PBKS PBNY PCBC PCBI PCBK PCBS PEBK PEBO

NYMAGICINC N Y S E EURONEXT OCEANFIRST FINANCIAL CORP ORIENTAL FINANCIAL GROUP INC SOUTHWEST BAN CORP INC OKLA OLD LINE BANCSHARES OHIO LEGACY CORP OLD NATIONAL BANCORP ONEIDA FINANCIAL CORP OPTIMUMBANK HOLDINGS INC OLD POINT FINL CORP OPPENHEIMER HOLDINGS INC ODYSSEY RE HOLDINGS CORP OLD REPUBLIC INTERNATIONAL CORP ORITANI FINANCIAL CORP OLD SECOND BANCORP INC OSAGE BANCSHARES INC OCEAN SHORE HOLDING CO OHIO V ALLEY BANC CORP OPTIONSXPRESS HOLDINGS INC OCH ZIFF CAPITAL MANGMNT GRP LLC BANK OF THE OZARKS INC P A B BANKSHARES INC P ACWEST BAN CORP DE PAMRAPO BANCORP INC PEOPLES UNITED FINANCIAL INC PATHFINDER BAN CORP INC PORTER BANCORP INC PRUDENTIAL BANCORP INC P A PROVIDENT BANKS HARES CORP PROVIDENT NEW YORK BANCORP PACIFIC CAPITAL BAN CORP NEW PEOPLES COMMUNITY BANCORP INC PACIFIC CONTINENTAL CORP PROVIDENT COMMUNITY BANCSHRS INC PEOPLES BANCORP NC INC PEOPLES BANCORP INC

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PFBC PFBI PFBX PFED PFG PFS PGR PHLY PICO

PlC

PREFERRED BANK LOS ANGELES PREMIER FINANCIAL BAN CORP INC PEOPLES FINANCIAL CORP PARK BANCORP INC PRINCIPAL FINANCIAL GROUP INC PROVIDENT FINANCIAL SVCS INC PROGRESSIVE CORP OH PHILADELPHIA CONSOLIDATED HLG CO PIC 0 HOLDINGS INC PIPER lAFFRA Y COMPANIES PARKE BANCORP INC PROTECTIVE LIFE CORP PAULSON CAPITAL CORP PRESIDENTIAL LIFE CORP P M A CAP ITAL CORP PACIFIC MERCANTILE BAN CORP P M I GROUP INC PRINCETON NATIONAL BANCORP INC PATRIOT NATIONAL BANCORP INC P N C FINANCIAL SERVICES GRP INC PINNACLE FINANCIAL PARTNERS INC PENSON WORLDWIDE INC PHOENIX COS INC PACIFIC PREMIER BANCORP INC PROASSURANCE CORP PARTNERRE LTD PARK NATIONAL CORP PROCENTURY CORP PROVIDENT FINANCIAL HOLDINGS INC PROSPERITY BANCSHARES INC PRUDENTIAL FINANCIAL INC PREMIERWEST BANCORP PACIFIC STATE BANCORP PSB HOLDINGS INC PROSPECT CAPITAL CORP PENN TREATY AMERICAN CORP PLATINUM UNDERWRITERS HLDGS LTD

PKBK PL PLCC PLFE PMACA PMBC PMI PNBC PNBK PNC PNFP PNSN PNX PPBI PRA PRE PRK PROS PROV PRSP PRU PRWT PSBC PSBH PSEC PTA PTP

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PUK PULB PVFC PVSA PVTB PWOD PZN QCRH QNTA RAMR RBCAA RBNF RBPAA RBS RCBK RCKB RDN RE
RF

PRUDENTIAL PLC PULASKI FINANCIAL CORP P V F CAPITAL CORP PARKVALE FINANCIAL CORP PRIVATEBANCORP INC PENNS WOODS BANCORP INC PZENA INVESTMENT MANAGEMENT INC Q C R HOLDINGS INC QUANTA CAPITAL HOLDINGS LTD RAM HOLDINGS LTD REPUBLIC BANCORP INC KY RURBAN FINANCIAL CORP ROYAL BANCSHARES PA INC ROYAL BANK SCOTLAND GROUP PLC RIVER CITY BANK ROCKVILLE FINANCIAL INC RADIAN GROUP INC EVEREST RE GROUP LTD REGIONS FINANCIAL CORP NEW REINSURANCE GROUP OF AMERICA INC RIVER VALLEY BANCORP RAYMOND JAMES FINANCIAL INC REGIONAL BANK HOLDRS TRUST RLICORP RENAISSANCERE HOLDINGS LTD RENASANT CORP RODMAN & RENSHAW CAP GRP INC NEW ROMA FINANCIAL CORP ROME BANCORP INC RAINIER PACIFIC FINL GROUP INC RIVERVIEW BANCORP INC ROYAL BANK CANADA MONTREAL QUE SAFECO CORP SAFETY INSURANCE GROUP INC SALISBURY BANCORP INC SUN AMERICAN BANCORP SANDY SPRING BAN CORP INC

RGA RIVR RJF

RKH

RLI RNR RNST RODM ROMA ROME RPFG RVSB RY SAF SAFT SAL SAMB SASR

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SAVB SBBX SBCF SBIB SBKC SBNY SBP SBSI SCA SCB SCBT SCHW SCMF SEAB SF SFG SFNC SFST SGB SHG SIEB SIFI SIGI SIVB SLF SLM 5MBC SMCG SMHG SMMF SMTB SNBC SNV SOCB SOMH SONA SOY

SA VANNAH BANCORP INC SUSSEX BANCORP SEACOAST BANKING CORP FLA STERLING BANCSHARES INC SECURITY BANK CORP SIGNA TURE BANK NEW YORK N Y SANTANDER BANCORP SOUTHSIDE BANCSHARES INC SECURITY CAP IT AL ASSURANCE LTD COMMUNITY BANKSHARES INC S C S C B T FINANCIAL CORP SCHWAB CHARLES CORP NEW SOUTHERt"l COMMUNITY FINCL CORP SEABRIGHT INSURANCE HOLDINGS INC STIFEL FINANCIAL CORP STANCORP FINANCIAL GROUP INC SIMMONS 1ST NATIONAL CORP SOUTHERN FIRST BANCSHARES INC SOUTHWEST GEORGIA FINANCIAL CORP SHINHAN FINANCIAL GROUP CO LTD SIEBERT FINANCIAL CORP SI FINANCIAL GROUP INC SELECTIVE INSURANCE GROUP INC S V B FINANCIAL GROUP SUN LIFE FINANCIAL INC SLMCORP SOUTHERN MISSOURI BANCORP INC MILLENNIUM INDIA ACQUISIT CO INC SANDERS MORRIS HARRIS GROUP INC SUMMIT FINANCIAL GROUP INC SMITHTOWN BAN CORP INC SUN BANCORP INC SYNOVUS FINANCIAL CORP SOUTHCOAST FINANCIAL CORP SOMERSET HILLS BANCORP SOUTHERN NATIONAL BANCORP V A INC SOVEREIGN BANCORP INC

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SRCE SSBI SSBX SSFN STBA STBC STBK STEL STFC STI STL STSA STT STU SUAI SUBK SUFB SUPR SUR SUSQ SVBI SWS SYBT TAMB TAQ TAYC TBBK TBHS TCB TCBI TCBK TCHC TDBK TFIN TFSL TOIC THFF

I ST SOURCE CORP

SUMMIT STATE BANK SILVER STATE BANCORP STEWARDSHIP FINANCIAL CORP S & T BANCORP INC STATE BAN CORP INC NY STERLING BANKS INC STELLARONE CORP STATE AUTO FINANCIAL CORP SUNTRUST BANKS INC STERLING BANCORP STERLING FINANCIAL CORP WASH STATE STREET CORP STUDENT LOAN CORP SPECIALTY UNDERWRITERS ALL INC SUFFOLK BANCORP SUFFOLK FIRST BANK VA SUPERIOR BANCORP C N A SURETY CORP SUSQUEHANNA BANCSHARES INC PA SEVERN BAN CORP INC MD S W S GROUP INC S Y BANCORP INC TAMALPAIS BANCORP TRANSFORMA ACQUISITION GROUP INC TAYLOR CAPITAL GROUP INC BANCORP INC BANK HOLDINGS THE T C F FINANCIAL CORP TEXAS CAPITAL BANCSHARES INC TRICO BANCSHARES 21ST CENTURY HOLDING CO TIDELANDS BANCSHARES INC TEAM FINANCIAL INC TFS FINANCIAL CORP TRIAD GUARANTY INC FIRST FINANCIAL CORP IN

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THG THRD TIBB TIL TMCV TMK TMP TNCC TOFC TONE TOWN TRH TROW TRST TRUE TRV TSBK TSFG TSH TWGP TWPG UAM UB UBCP UBFO UBNK UBOH UBS UBSH UBSI UCBA UCBH UCBI UCFC UFCS UMBF UMPQ

HANOVER INSURANCE GROUP INC T F FINANCIAL CORP T I B FINANCIAL CORP TRANS INDIA ACQUISITION CORP TEMECULA V ALLEY BANCORP INC TORCHMARK CORP TOMPKINS FINANCIAL CORP TENNESSEE COMMERCE BANCORP INC TOWER FINANCIAL CORP TIERONE CORP TOWNEBANK TRANS ATLANTIC HOLDINGS INC T ROWE PRICE GROUP INC TRUSTCO BANK CORP NY CENTRUE FINANCIAL CORP NEW TRA VELERS COMPANIES INC TIMBERLAND BANCORP INC SOUTH FINL GROUP INC TECHE HOLDING CO TOWER GROUP INC THOMAS WEISEL PARTNERS GROUP INC UNIVERSAL AMERICAN CORP UNIONBANCAL CORP UNITED BANCORP INC UNITED SECURITY BANKSHARES UNITED FINANCIAL BAN CORP INC MD UNITED BANCSHARES INC UBSAG UNION BANKSHARES CORP UNITED BANKSHARES INC UNITED COMMUNITY BAN CORP U C B H HOLDINGS INC UNITED COMMUNITY BANKS INC GA UNITED COMMUNITY FINL CORP OHIO UNITED FIRE & CAS CO U M B FINANCIAL CORP UMPQUA HOLDINGS CORP

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Release No. 58592, Release No. 34-58592, 2008 WL 4287187 (S.E.C. Release No.)

Page 23

UNAM UNB UNH UNIB UNM UNTY USB USB I UTR UVSP UWBK VBFC VCBI VIST VLY VNBC VPFG VR VSBN VYFC WABC WAIN WAL WASH WAUW WAYN WB WBCO WBNK WBS WCBO WCG WDR WFBC WFC WFD WFSL

UNICO AMERICAN CORP UNION BANKS HARES INC UNITEDHEALTH GROUP INC UNIVERSITY BANCORP INC UNUM GROUP UNITY BANCORP INC U S BAN CORP DEL UNITED SECURITY BANCSHARES INC UNITRIN INC UNIVEST CORP OF PENNSYLVANIA UNITED WESTERN BAN CORP INC VILLAGE BANK AND TRUST FINL CORP VIRGINIA COMMERCE BANCORP V 1ST FINACIAL CORP VALLEY NATIONAL BANCORP VINEYARD NATIONAL BANCORP VIEWPOINT FINANCIAL GROUP V ALIDUS HOLDINGS LTD V S B BAN CORP INC NY V ALLEY FINANCIAL CORP V A WESTAMERICA BANCORPORATION WAINWRIGHT BANK & TRUST CO BOSTN WESTERN ALLIANCE BAN CORPORATION WASHINGTON TRUST BANCORP INC WAUWATOSA HOLDINGS INC WAYNE SAVINGS BANCSHARES INC NEW WACHOVIA CORP 2ND NEW WASHINGTON BANKING COMPANY WACCAMA W BANKSHARES INC WEBSTER FINL CORP WATERBURY CONN WEST COAST BANCORP ORE NEW WELLCARE HEALTH PLANS INC WADDELL & REED FINANCIAL INC WILLOW FINANCIAL BANCORP INC WELLS FARGO & CO NEW WESTFIELD FINANCIAL INC WASHINGTON FEDERAL INC

2009 Thomson Reuters. No Claim to Orig. US Gov. Works.

Release No. 58592, Release No. 34-58592, 2008 WL 4287187 (S.E.c. Release No.)

Page 24

WGNB WHG WHI WIBC WL WLP WM WPL

WRB

WGNB CORP WESTWOOD HOLDINGS GROUP INC W HOLDING CO INC WILSHIRE BANCORP INC WILMINGTON TRUST CORP WELLPOINT INC WASHINGTON MUTUAL INC STEWART W P & CO LTD BERKLEY W R CORP W S B HOLDINGS INC WESBANCO INC W S B FINANCIAL GROUP WSFS FINANCIAL CORP WEST BANCORPORATION INC WINTRUST FINANCIAL CORPORA nON WHITE MOUNTAINS INS GROUP INC WHITNEY HOLDING CORP WVS FINANCIAL CORP X L CAPITAL LTD ALLEGHANY CORP DE YADKIN VALLEY FINANCIAL CORP ZIONS BANCORP ZENITH NATIONAL INSURANCE CORP

WSB WSBC WSFG WSFS WTBA WTFC WTM WTNY WVFC XL Y YAVY ZION ZNT

Release No. 58592, Release No. 34-58592,2008 WL 4287187 (S.E.C. Release No.) END OF DOCUMENT

2009 Thomson Reuters. No Claim to Orig. US Gov. Works.

Exhibit 8

Fernando To: Charlie ScharfIILlONE@JPMCHASE, Brian A BesseyIILl0NE@JPMCHASE, tim.main@jpmorgan.com Rivas cc: Gregg B Gunselman/lL/ONE@JPMCHASE, Genevieve E Hovde/JPMCHASE@JPMCHASE ~~~~~/~~8 Subject: Fw: Project West Timetable.ppt

FYI
----- Forwarded by Fernando Rivas/JPMCHASE on 0312512008 01 :43 PM ---Genevieve E Hovde/JPMCHASE

ToFemando RivaslJPMCHASE@JPMCHASE cc SubjectProject West Timetable.ppt

03/251200801:42 PM

Genevieve Hovde Financial Institutions and Governments Group J.P. Morgan Securities Inc. 277 Park Avenue, 13th Floor New York, NY 10172 212-622-8535 847-707-7982 (mobile) genevieve.e.hovde@jpmorgan.eom ~ Project West Timetable.ppt

8SJ -

Confidential Treatment Requested by JPMC

JPM_EX00000849

MARCH 25. 2008

[DRAFT 1:42 PM]

JPMorganQ

Confidential Treatment Requested by JPMC

JPM_EX00000850

Project West timetable

Mardi"""

, " ,. " " ,. 21 " .. " " "

]

.,
]1

11

16

1]

lO

. . ..
21
16

, ,

Ap<112001

. ,, , , .
W

Il
10

3t

"

, , '0 "" I. .. ., . " " " " " " .. ..

]

,;iOotci~ih

W:::Wwltiu.er:

1l

10

'iI:: ~'4t~. .. ~\> :i.~:':' .:.::::: :::::~:~. ".'. . ~,~r~ ,

~,,",.;il~~

~~ii;.o~ ...

.
o

,aOH(T WIST

Confidential Treatment Requested by JPMC

Exhibit 9

From: Sent: To: Subject:

Tim Main/JPMCHASE <tim.main@jpmorgan.com> Sunday, March 30, 2008 7:31 AM Charlie ScharflILiONE <charlie.scharf@chase.com> Re: West

Thanks

I of course love the idea of a slightly higher price than they deserve in the form of a contingent where their shareholders pick up the first loss versus say their high credit case until they literally get zero, then the government kicks in with some fonn of second loss - either 75% for them and 25% for us, or they take 100% for a sl ice and then its all for us.
Either way, something that really really reduces our risk and gets the government comfortable that they only get involved if shareholders get zero. It sounds to me like tht: government is rt:ally concerned as they should be about taking losses, so they should like this versus alternative. Look forward to talking today and travel safely. TIm ----- Original Message ----From: Charlie Scharf Sent: 03/29/200R 09 10 PM CDr To: Tim Main Subject: Re: West Will do. Didn't miss much. A few questions The 2 g.ot screwed up because the phone on your plane that I was horrowing wasn't working so we did some add hoc follow ups. Fernando working on warrants, contingent security tied to loans, and contingent tied to hpa index Sent from my BlackBerry Handheld. ----- Uriginal MessHge ----From: Tim Main Sent: 03/29/200R 06 14 PM CDT To: Charlie Scharf Subject: West Charlie Do me a favor and kt me know when you are going to be on calls so i can make sure that i am as well. Sorry to ask you to do that hut schedule from my team was murky again today. Tim

Confidential Treatment Requested by JPMC

JPM EX0002359R

Exhibit 10

Fernando To: Brian A Besscy/ILIONE cc: Rivas Subject: FW:

07/2512008 11:00 AM

From: Fernando Rivas

Sent: Monday, July 21, 2008 9:25 AM To: Mike Cavanagh

Cc: Tim Main; Gregg B Gunselman; Charlie Scharf Subject: Fw:

Mike - apologies - we sent out Thursday and didn't include you, see email below. Let us know if wid like to setup a time to discuss. Sorry again. Fernando

From: Gregg B Gunselman

To: Charlie Scharf

Cc:- Tim Main ; Fernando Rivas Sent: Thu Jul 17 18:43:042008 Subject: RE:
CharlieAttached is the analysis of the Wamu capital alternatives including: 1) The original $14bn common equity scenario (base case) 2a) Aggressive hybrid issuance scenario ($14bn fixed income and convertible markets) 2b) Maximum market capacity scenario (all $14bn done in fixed income market)

We have also modeled the impact of two made up assistance alternatives (a. permanent OTA relief and b. 2-year RWA relief on Option ARMS and subprime portfolios) under each of the three issuance scenarios. We will continue to work on assistance alternatives.

Pages Sand 6 contain the financial and capital impacts.

Confidential Treatment Requested by JPMC

JPM EX00000322

From: Fernando Rivas Sent: Thursday, July 17,200811:01 AM To: Charlie Scharf Cc: Gregg B Gunselman; Tim Main Subject: Re:

Gregg sending first two scenarios today. We are thinking through how to make up the assisted scenario - we may get more color tomorrow with the regulators - if not will make something up

From: Charlie Scharf To: Fernando Rivas Sent: Thu Jul 1708:37:072008 Subject:

when will we have wamu stuff done?

Confidential Treatment Requested by JPMC

JPM EX00000323

Exhibit 11

JULY

2008

. ...

::~~~~."~:~:Hi.~:~~t~t"~~ ':'" .. :: ... :. .:. :.. :. :.. : :::: .: ..

..

.....

...

..

.....

. . . . . ' , . . . . . . . . . . . . .... '" .. .. .. .. .., ..

>: ...

::~

. : ..:. . :.. '" . :> .... :

JPMorganQ

Confidential Treatment Requested by JPMC

JPM EX00000324

Agenda

~mii"":::

.: .:: :... .:.:-

..

.:.:::.

:: 1

Analysis of West capital strategy

Appendlx

Confidential Treatment Requested by JPMC

JPM EX00000325

Summary capital reduction alternatives

') Improve returns and lower cost of capital

2) Derisk dowruide case

.CapitaUze target@8.OtTier I with 1St Urrrit on hybrid usage: Raise balance of required capital as COO'I'nOn
~ty

.h\aXlmize pro forma noncommon issuance capacity Current hybrid utitization currently low verws pccrs

Ask Fed for relief on OTA or RWA rel.ated to Option ARMs 8:

Subprtrne portfolios
~2yrs)

.$4.400 benent from permanent OTA relief $2.4bn capital benffit from RWA reUer on $S():)n of problem assets

Confidential Treatment Requested by JPMC

JPM EX00000326

Capital reduction alternatives - considerations

~!!
.J'

.......... : ....... :.: ....... :... .

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

: ... .

Maintains high quality of Tier t COl'T1>osition

.. Dilutive
Unreatfstk given likely stze of ratse

./ More realisticlactionable: than foilowrQfl

giYef1size peer.

.. Erodes c:pJality of Tier I compasitioo

jIfI

./ Stings hybrid utHiution more to line with

.Market cap.adty

,;' Haye dls.cuned with

fej

on prior occasions

"Ianlngfuliy less capital impact than other option.

>

Confidential Treatment Requested by JPMC

JPM EX00000327

~--~~~---

---~------------------------~-~---

Agenda

OVerview

: ::.: ::::. ::.' :: .... :'. :'" ',' !I

Appendix

Confidential Treatment Requested by JPMC

JPM EX00000328

..._ - - - -

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

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

Capital reduction alternatives - summary financial impact

,::. :.:
.

:". ':"

.... ::,' :' ... :.....

...........~.I...
$''',18.04 $0.67

,"

.... .... . . .
2011

.:' ... :'

TlV
HtRI

...
c.upo..

'

Can EPS aa:Tetionl(diIutW:lo1)

,."

l~tiM'(dilutkart)

........... (51 ..
$0.7'&

(51
$0.53

. . .!~}...
37.7'.it

.... I.!..
0.0'

$3,000
S~.'IH

PP'~

'.n. PPS
$0.80
So.~

$6,000 ORO

($1.02)

30."

9.51. DRO

convt pAf.

7,5' CDI'TIftpref.

$3,000 PPS
$10,000 Dfi:O

lD.5t.PPS

$0.80

$0.95

($1.[12)

25.8$

10.S'DRD
10.5J,ccnvtprwf.

$1,1&4cnnvtprwf.

Confidential Treatment Requested by JPMC

JPM EX00000329

Capital alternatives

._

" ..... ~,_

... ,t

...........

"'c.-.. , .... r .......

,..

....

' ...........

_.t . . . . . .
1I

M('~'-

"'0"_

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~.,_

III

. Ii"",.. .. \..;.;.,;.

'i_.-

"ell"

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..

.-.

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r .. ~,

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.
1]20 , , -

..... ... _ "".... --_._,..,...... ... .......... _"

,

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,,

,,;ro:,'!J""

n~

1~""

",:-,

__ ~

?l_,!_'

'"'' '~-~~- - ~:,-"

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',~",

-::,_.,-,'

".',

<

<

'Pu,\ (01.>11<11

<'''''', ~,~~ ..~Il. '1IIWllIl.>__ ll) \II SO..,1<.l ~I:>Lo<

r.. ,~ lI"'~

'Prnt>l.rnpo"lolI",n:II.'d<oOptr)flt.fW.'fS4Ot>nl';("'I.S'bt.>~I:.s,"bn/1(X"'llDII"\_>...w, ....... f.E(SIt>n1'~l

Confidential Treatment Requested by JPMC

JPM EX00000330

Agenda

Overview

Analy.i> of We>t capital strareqy

~i'fiijh.

:' . . :... :. :". :.. :: ." .:.: :: ... '. :.:: .: .. .':

::.1

Supportinll analy.is Standalone bocket capadty - 7/3/08

Confidential Treatment Requested by JPMC

JPM EX00000331

West capital need after PAA

I>nrn)
Toh'PMIod)JS1"""nl'lO .. qu1\y(.t\e-tL<) (IO,'i03)
(I, I~l)
(S23,4~~)

Aflel'l'~
(SI~,4ar)

ReltructurVl'ld",rll'"

Trlld,"i ",ount

\ec""u~

(ISO)
(,,}O()

("~)

Co.. fO'-, ..... '1I ... ,......... "

A:l)IJII .. dlU.
Prc)e~t.edRWA

(HJ)

"'.=
12131108

S1JI,3b3
(18,317)

D,,~'Il'
rHlellorr~n81 Ot~r

(1'4)

(7~

T<.>lalPAAed)J'lrt~"I>'

(len

(113)

. 4" .. 1 ,alt, 01
4<1j.,,\~dRWA

~1O

2bn

O,4Qo1)

bo.-rCMMlll

.... .'.'.'1.~. ..... ::f~!.

To ....
(516,510)
(Stl) .nl)
$04,"1)]
2.~]t,

W. ...

~tI .. ~1

Ad)ultedTCI
H"ondl"'lo_d(I~)

(4,170)

$14,'84
' .... It.nd~... n."'~"!..~!.!!!.'~J

NTMp" .. lp ."'.-.inrss l.n: NTMNCOs

S7,<15-4

(3,891)
S3,563

Rf'Hnnf'd cop!t" "'1lfu"",",,,h

PV~ (""'~ .. d)and

(t~r .. d)

\0
14.97]

Tp.bLe incon.lDss NCO,

R.. ,IIk:I .. dc"'VII """trUfTle"ll(?"'Fed)

lQP,.,f"nl"d (H"'>&I')
MDf'ld.ory,on...,nl~ ..

Tu."ec:t
Oef.rr-S tn assets
Les:T ....fef.t

1,247
$5,617

Into (0"'''''''' f'lO!'W')

(1,1-47)
S'I,370

.. ~ hr_I.. "" UpH ......Kity pro for .... , . _ 10 ..... " . . . . . . {_ HIll/OI) R"Hrln .. <1, aplls in,IfU".. ,,\>
(\~

Oeo:\uctlDrl frornn.r' Clplt.ll

'e,e8.l
1,31~

Frd)

1! .. 'trlC\ .. dcllP'llIIlnltru....,nll~~ .. d)
Pf'S (<l0III. Fed) and CfQ f>'tof.. ".ffl (33t1i '>&P)
M.ndal.ory(On,",ftlt>l"1I"IIO(om-ron~'>W')

IB,IIe

sou,.;t:(DrTIf>W"Ien..,..".\ 'R.Ilru::W'1nI!lrMleQlld8V'9xpemilo,<'"" , Am.n"l 761 ,,~ "'.iVhtlnlj on PM .. dju,trn.ng )nTA"".......,ln"""'Itt7"<'''.~11 ..... 1Jo.1o'4)'''1 .. "

Confidential Treatment Requested by JPMC

JPM EX00000332

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

West asset composition and fair market adjustments

..... ...
c."Y"'! .......
$t.J't'I

,"~~~i
o",,",._nt
(.<I1..-><1(.,,,~,,

.i.4jt,;.;.;..;,~.~

AdItt.4_. ~c"'

..

...I"'''
2,168

~.m

1 <:lonl.<",III",

I'
(1.2001

"""ta:.,.t>.c ... ,,,,t ...

d

..... <tftI .... t

.."'urtl.ll'

S.?'!!

\0""-'<11<""'''<\'''''''\ ------

OplionAAM.

558,100

.111,':10'
f .... dRIt .....,'tIOlI9.
~.I!(l

"-'"

...
"W

157.237)
11.)40)

540.267

$Xl.')!

10,11)8

~,11Q

~.llq

\ut>p<_loa",
~_IH

7 1 ,<lS11 P 'HI

2,~~

.,.,
e',

a..."-'a ..... tna

No.."tlF...,1Ot
OtN. (0...--, ... 111

'.""

TCI~Io .....

r.,<1

npot\t~'"

noM:.
SJ.J~1

sm~ffi

~'''J (UI,'U)

~""I UOl,'JOl

S147.o10

..... n...."I ... I_,.IHo""'I.-.!loon

Mn''I''P ... '''''h~'IIg'1''

C"'.""P .... 11o""'l1b..
Oil .. , "', ....to .."

=,

...... ....,f.d"'"d'pUfch.... d

AJ'-_ _ Jo,ol.........

"".-

l~."
rP.ttO)
Sl'M.'lJ9

(U.,IMj

-'' '-LUI)

/Sl,rT')

",

(Ite,lftl

..

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UIO,WI

IU',:M'

SUJP.

" U_,""

un,)

Uup.'

, 1(01 "'k .... Iihllr'l! ~1fW1 to 'lOI 01 101.'>1< t>aI ........ ; 10'1. k ,Irft"", "-d! ... lnn t"YT1 hi. 1 'AdllJW.dRW"A.o' $210,:.41 M'\~' ."~l .01<0. 01 SJ.~ 1$10.1bo ncm .... ' wl1t124 '''a,~ "",- w~1Ur~

Confidential Treatment Requested by JPMC

JPM EX000003 33

West outstanding hybrid capital

...

lD"'lrkllld(~1uo:bI)
$O.~OO

.......

:':: :: .

':'.

:':

:"':':

':
..... tur1ly

,. '::' .... :'.:':"

........
$3000

,...,.,.
. ... . ..~~~~,.)
lml,. + 70

.....

':

(lbo) ....... ~~) .. .~~ ..

(a1D_

m
no
J3

M.~~

tW"m.t

"'"' " . , ""......

(o~pNt.n.:t

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SO'"
1.2SO

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.. ""
"00

1.167

Rr.ITpr1lJ.rnd

RfJTpnlfened
Rr.rT~f.mod
RfrT~~

"000
$"SO

<000

....
6.665

6.51-4

......... ......... ......... .... ......... ......... ..........

09111111

09/'1111

Oll15/11

12/n"6

D D
lJ

53917

,....

"'<6 '06'
$<112

Tnllt Pne'-"'d

lmL +2S0-lOO

$1717

10

Confidential Treatment Requested by JPMC

JPM EX00000334

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

Agenda

Overview

Analysi. of West capital .trategy

~i'ntlh(: ... :.. : .::.

:.. :.. :.:. ::. :.:: .... : . .:.: .. : .... '.: a Supporti ng analysis Standalone bucket capacity - 7/3/08

11

Confidential Treatment Requested by JPMC

JPM EX00000335

Summary observations
~
JPM hybrids + ORO

i .,
~ ~

as. a %of Tier 1 are

2~ versus (/BAC (39%-461,~ and WB/US8/PttC

Banks. are: issuing non-common capital well beyond

(82%), SA<

164~), W8 (50%),

ratin~ agency limits (33% of sap ACE ratio)

(31't<l4'.t)

USB (4'/'I) and PH<: 14St) ., t of S&P A'E; JPM IJOt)

_The few Firms with unused hybnd capacity with fed are filling buckets
JPM and WFC are the onty large-cap banks that still have tax-deductible capacity

~ ~
~

-Today, JPM has

S1700 01 TRUPs.tCENts and S6bn

of ORO outstanding, on a Tier 1 base of S99bn

_If JPM were to '$Sue up to 35% ofller t. it means $2600 more hybridfpreferred capadly (-200bps
Ticr 1) w1th Fed

~
~
{

.Of the S26bn headroom with the Fed at the 35't assumed cap, JPM has:
-S 1400 (t 1Obps. Ttcr 1) capacity 1n tax-dedJctible form (PPS). and an add1tional _S12bn DRDcapadty

.Of the S26bn of

(-1t~ TCE/RWA) wouLd count for Moody's.'

f~ capacity, onLy -SSbn (~3Obps ATEtTA) would count for sap and -$2Obn
jJ, JUJ~

(incr~ntal9Obps Tier t)

Sou", . CDmP8f\Y ,~,.,..., ",t"mII' OocllTl<'n(, NolO: ~ WlarCIIII oata ,grloc-ll I<l\H'lal Ol\rnatod J"",. JJ, JUJIi TOl JI>M, Milrttl , ~9 6t>n 01 v"".la 1",,\ p,.lo"od> 00 ,ut '''''0''''' 1NJ,ody'\ {,odll loday

10! poor\; ~'o-rum\~ Tor f>O\\ 1 LI .'lU:I C8~ltill ''''><II ,,"" p~oOlni ilCQUI',ltU'l1

12

Confidential Treatment Requested by JPMC

JPM EX00000336

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

---

Peer hybrid utilization

....

:.: TCE/RWA. :. T;'" 1 !.7j,

'.61

a..4"

J.n

7.-51,

........
"'I

,",

~1'l:~l~:l;:~:j~::t::~ j'~:
...............

: ::.::.:...';...:.:......:.::..:. ,.,,".:..:::: .. .; : .. ..:..

,
....... ...
.....
...... .........

......

....

:. . .. .. . ..

................... ,....................
. ..

~ ~[~ ;l~ iI~

WfC

:~ :~.i :~ t:[. ~:i l:t ~:j.: ~..:.~ t.:~.~ .........~;m~~t:~ . ............' :::'::': :.::.~:,. : :..::: ..
.....................
..... .. ..... .............. ... ::.,..... ... :.,.::.: ..... ...... ......

:,.,.,f.;., .. ...

:~ :~;,:.;~: ,~.: ~,:. ,~: ,.:~ .

PNC

:t..:;. . . . . ..:.. ., .. .

Jt@~~~~~j
::....
...

... :::.::.:......

USlI

SAC

"".",an

39.151.
)1.11.

........ :[iI~~i~li[~~[i~i~;:;:~:!?;:;:;~:~ ~ ... ... ..:I.: ::!I~.f.:..~:[...; :f.:~. .~: ! ;:~..t;..

WFe
Soun:.SN...~w.on:lIIl.C~"YIM..-.gI.lnt"""I(lo""_ntl

- -- - - -li..i.r - - - - - :-.:-.:;::;.:;:.:;:- - -:!.. :!..;: .:. . . . :!.:..::.l.... :f.:... .:!.:.:. :!.. .

1].0%

PH<

Not. rnWICla1 d.,. '" cJ ......... }), 20)8 lor :l>M. M..rd1l1, X08 fO'p""n; Prolo~rorpMldirVac""""tKn. {JP""-6~(. Meut, fINe SlF,) "'Ill p<l'il lilJ8 C",lt~ J-M ($6bo pr.r.".~.n<l S~.8t>n'.fNII!. f.A( ($7.Obn p",."eoj), (ISA.%,-,conTTl(,n '1)U1ly ar>d $8 Obnpr.r .... '.dj, PN( r:.'lCUrrn 1>,.1."..:11. WFC 1)2.~PI''.1'''':: v.tI(;..4.Obn COlTn>ll<l <>q<.olty "r.d S4.Obn ",.,."..:11, T~f 1 rlrtillb",.<)00 rede,aI R.,.",. ilUld.lIM, .fI.cU... o Marth]C(J~

,.1\", t>y

11

Confidential Treatment Requested by JPMC

JPM EX00000337

JPMorgan Chase issuance capacity analysis

Prel..., "

v.....

EnhMl,.d
trustpreten-.d

p",rch.ll;.

DR'
~'er.. d

--.
Max

trust p,..fefYed

S.(lKit.S

(T ..... )
$9,630

(CIHu) $7,423

~")

(DR')

OuUbndw,1I: io"ISlrumenb t,SmrnJ

AUDw.bUI restricted r.ttJL.tory upiul

CApKity

I. of (ore

c~It..1

,,,
$lM71

(Smm)

~ (Q:,"","UCIIJ*it),

($1m)

....

Incre_nliel'"1(11ops) Ufulttlssl.M'd

....

$1S.971

AIIowolbte

'.0:.
(Smm)

".
$9,"",9

,
,"'
,,,

'"

,,,
t:l~.~:1
93bps fJ.

"

\6.3"
No tmt'

53EJF

,,m

<~~~i]
20lbps

S<lJl'

'-------v---~

Max capac Ity

~_"-'(.C:lIPity($frm~

51",128

I:;'~'~':

525,901

Incre_ i'I An ITA (btIs) if fully ssued

Moody.
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Confidential Treatment Requested by JPMC

JPM EX00000338

JPMorgan Chase peer capital comparison

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Confidential Treatment Requested by JPMC

JPM EX00000339

Exhibit 12

JULY

2008

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Confidential Treatment Requested by JPMC

JPM EX()()O()5817

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Confidential Treatment Requested by JPMC

JPM EX00005818

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Confidcntial Treatment Requestcd by JPMC

JPM EX00005819

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Confidential Treatment Requested by JPMC

JPM EX00005820

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Confidential Treatment Requested by JPMC

JPM EXUU00582I

Projected West home loan portfolio and capital requirement over time

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Confidential Treatment Requested by JPMC

JPM EX00005822

Agenda

West finaridat summary (Case

lA)

Hi
26 35

West finandat summary (Case 28)

Appendix

Confidential Treatment Requested by JPMC

JPM EX00005823

Potential transaction structure and terms - Case 1

[--==-~~

Equity holder, retelVe 50.00 with $0.00 make-whole payment to TP(J invelton, in

Offer

exchange for outstanding capital stock of West

Consideration to
equity holders

Assets & liabilities

assumed

Noo~\

Park assumes: All assets and UabUides of West holding company

(WMJ) and it

5ubsk!lartes

---~---~

Confidential Treatment Requested by JPMC

JPM EX00005824

Key transaction facts - Case 1

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Confidential Treatment Requested by JPMC

JPM EX00005825

Capital alternatives - Case 1

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Confidential Treatment Requested by JPMC

JPM EX00005826

Analysis at various prices - Case 1

co. _ _

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Confidential Treatment Requested by JPMC

JPM EXUUUU5827

Accretion/(dilution) sensitivity to key drivers - Case 1

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Confidential Treatment Requested by JPMC

JPM EX00005828

Capital adequacy analysis - Case 1

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Confidential Treatment Requested by JPMC

JPM EX00005829

IRR and ROIC - Case 1

2008

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51.00"

".790

".0

11It,..rr.nl.lushtlow
:~r"'rI'ebIm

)-"'~

hw.tH~""I"'~.ian

"
\0 26,"'0 0

"lO
\0
26,490 (2,8'.16) (3.139)

2011

PUfchoa.p!'1u

\4
' .....0
(371)
(1,96'1)

\0
26,""0 1",97)
(3,692)

'.plalns.
OTAr.t.~.

(tumuL.t ..... )

C'plalr,llls, (cumlt.tH.)

Inv_tlde'p,t,t

5211."90

si",iss
),760

S2D.45S

.. tum

C.-"net II'ltom. ROle C">

...

" ...

.....
2,u"

S17.12S'

5,))5

~.~'.~:
.<1'" ",,,I> .,j '"..n,'''
11

'.o,rt! .... \I.'OJ~(tIO/'l, ,,~::7;"'? ~:. ':;~:~~:~~.,~;,:~.';:';/,~' ;:,,:tl .. ,m"~> "0'" hQoOl.'"'I: ~o,!I.h ".,,"" ~ V. _" n 01'",. >" ..''''''~, Ir<"' I1q. "" ... po.,toh. ~""'''' "","

Confidential Treatment Requested by JPMC

JPM EX00005830

Assumptions - Case 1

t"~ln~ )hOO~'

00 :a'tal .. Ie

(r;r~.t.l.l

\,u~d"W~"(mm)

~~"-~l '''u~d
\h", .. ,

'ur OT e.....r.()~ Imm)'

C~.~II~ r~I\~

,,,,,,.<1 'oY

(rro-nj

'''0 'o'ma net

",,<om~ ~(>! ~djJH~d m.r~

fer

p<-len!l~

rrpact u' neul'lillinil dura'.!on Gnd

.,,"lInll'~,e'v~<

()n.~"l'.y ,"~

(MV rell"", 1",(1

tv

m.I~1

of ICUl,."d no 'If'Y ,,,,,, ct

(Sf'I\S 141 !futmen,,

'"

'U(en..:!edUoxtfT"be'l1

;~~~"(S4' 'il)
~] ~l

),'(1
~].W
l,~n ~I) ~\~

~I

III

$; h
,,','ll
S~.~~I '~('Il

S4 8~ 1,',71, ,/ ,I ~2

w , ('~H)
(~~

:J I

,S'
",.~. {'OIcl~d

',hB'''' ;.u"i

(~"nl

1,1>"'1

'"'

""
~I

41

\, \,

1,883 ".',J'"

" "

..,..",,,

\~""

".'Jlo"

II"J~J ,j,,'.,,~, u"'I~1

'UII.
{V.l~]!

51

~8'

Confidential Treatment Requested by JPMC

JPM EX00005831

Base case accretion/(dllution) - Case 1

Plr).

,~:.J>J ~.,r\"IlI

; I; ~ 1 ~

S It ,If: ~
" ,b/; \

18.1~1

W~\tGAAP

.. 'n"'8' '
b~ ~",.

)~I

4,.1,;11

(,," or (~\I,
l'1(orrw from

il'
01
~Ultv

""')
'>K

~roc~~d\

'81\<;

<I'

~ ... ntI(Jft~III<1""yb'''''
fU"~I"W r~\lru..1UO"'W' iI,oW.

,M, ,'"

'"
SoI,8l'

P'O tormo <ont .t.~\I(.O r umW !

PIO kom\ll

',ta.AP N.l''XO'"''
."",,(t.tlCn

S I ~.~t8
$~lJ

;11, ,~t
S~!~

';'.'.~8'/

[.nllng

P"~

~"

P,olo"""ca\hn .. :Itlcornt
~d"

.........

Si~~8'
,.~It

fcO

I~ ~I

u: ..J ,I<....

J:,'~

'hel.1 I\Iutd '0 Wtll " (~~'tol 'Olio

\h~r. '.po"M\~<

.1'

,
Z

P,g

rorrno ["'IV dllut.r.l

Ir'I'~\

4"~~

".

111t l

(71~'1

4,fi7
~X ~.E~

'i>"
S~,OS ~~

\IlW~ ~CW"~

ra"

(.AN' ;:~,
<:p~

SJ.XI

'tand llior. F8'\ : Ill"

:>0

p,or,rmoGAAI'H,
(.AAP
H~ ...-cr~",,~

Sl.IJ
I [,III", on I;)
l:'mm)

$~.1)

S~ 14
~JJ

'il.'1

C>MP

'11$ .CI~n I (dIIlRIottj fI')

..

(,',

".
~ 1 ,~;~

13.011.
~2,~~1

G;).Al.>('SlIoI.cr.t,,,',/ldllu\O"

~~801

:~

44
:~

S~ ~~

Cdlh

(~S

"( ,,,,lor I

1~"u'!Onl

lSI
') I
~RI

SO

;.I; I!

(.~(f'S_.,"" / IdlM""I~) (~\" H'.~" '~I'" 1 1. 1'

"'''''<1('''''

":',~l'

"".7

PrO)$cIQa'IU\Jr'<:i

S~~ ~

S'I"

$8]3(1

"

Confidential Treatment Requested by JPMC

JPM EXO()()05832

Pro forma summary balance sheet - Case 1

'>0.."". C""n:>Yy!'ral. ',",\'..1 ,'alll'., (".,'ly rw' .. n:~.P.n .rdW.n.,tfY'l.I., Nvlu ..... "'"1 .... !. ~.cr July P. 2IX)~

"

Confidential Treatment Requested by JPMC

JPM EX00005833

Detailed West capital need after PAA - Case 1

1 Olal

~At.

... Jp.JI\snonL lO 'l~ltv I"'t". 1"<1

k.'I""tL"nil(~D'iI'"

.1f4'_'WI :u.~ W~H

.11, . p,.r",...:; from wt,\

"<Jl...:todI<VvAI2'Jlllt Inl.ll'Al.Il<'1,,,,,,..nr-,
~"~1 .~'" of

r..r...
e",,~

.II1jw.dTC(

SI!,

:~~

oAjlul'. dPWA

MJUH...::I1Cl
...,.~"d'

.>110 .... "

11~"'1

:.;r.r<...::I: ... aHQI( .. t.d

pt".

"epd.,.Inrtl!dC1R' .. ' ....... y

(I~"

l1Q'.t'l,j

"'.. 'l'~ IQd { .. ~ It", I",;,ur,.,."t'

F.,J]

R"'i'''l.d ~"r!l" In,' fUr,..nl, I~~' r '(/1

r,r1\ ""'rld ~..!ttI1 wP"itl' "rlt il9rme ",tor \t

""'\t''-I.~ ~,tr~ ~P\

~pI~

ItlM (I' llllllOll

("rll.

,m"",,,,,,,,,

iI~' r~.jl

10" c.rlt '"

Im~"," .... n\' 11~' f~"1

... oJ [)Ill! F '.I.'r.~ IJ1\ 1&1'1

'>UI."~ l)n,~!Ifty .':. .. 1~\ "~,l '" l~"'\j ~'v<J~,.J.>y I v'v' '>v ,~. " .. ,. , !\""n,~\ /(10 , .. , ... ~""'"nlO" PAA ~~J"'lrno."l<

, Dr t "um,," 10 .. n)""'~ 'i.'t,lll

~,,~ D'~'

4 yQ8"

17

Confidential Treatment Requested by JPMC

JPM EX0000583-l

Agenda
PI.e

West finandal summary (Case 1)

West fin.ndal summary (Case 28)

26

Appendix

35

18

Confidential Treatment Requested by ]PMC

JPM EXO()()05835

Potential transaction structure and terms - Case 2A

Structure

J
I

Park acquires. West lead thrift ~bs.idlary (WMB) from ~e\ver

Offer
,-~~-----

Parl< pays $0.00 tQ Receiver

CZ:;~;:::r~O

None!

Park as.sumes. aU of the thrift bank's .and wbsidiaric:

Assets
Deposit!. (insured and unin~redl

. . ,
<

Non-ordinary course ttabUlties.

Covered bond! I-S9.4bn) remain intact

Assets & liabilities assumed

Senior ;snd unsecured debt lire brought otoog RErT preferred securittes ($3.9OO) are e)(dnBUiShed as. they are assumed to become iiabllitles of the holdini company upon recc1vership or bolnk.ruptcy,
lncreas1n~

net Mset value or lead thrift bank

~

z < z

AlIllSsetS., liabilities and equity ~ncluding any preferred equity secuntfes) 01 the

holding company will

left behind

"

Confidential Treatment Requested by JPMC

JPM EX00005836

Key transaction facts - Case 2A

R.. >II"'-lJI~'II_I .. r\l"

0..'.""':1.,,,,,,,\'

Ir~'~ITJO<)~

Ill.( WeH S .....

110 ?r.h.. ,.~ I, .. " ...... 'l b.".

l,91'

(.:. ~''''''''''.ur~.~l
'\JuiI"tylf);lhyt.'IdI'

...... ,.. '" ,,,.,,,,,,"""t<pu'

I l~ . . m"I' <.~".

G.o ... ,.15ti1d

~"
' " I~I

'" ""i'\ty~ 'P0",",~I .!\~, ta~1

ten,,"

\ntrIGAAP
$1 ~T ,41\

~"

1, ....... IWoAAPI

...,."

>

' ... ~.W.w..H'-d~ 1.1 r.... ~ .It .. , ~AA' r", <1 ; A"~",,,\ UI)I 1~' uf 13'W"I"' . '.' 1, "",ilL 01 "rV~(ld '''I','un '.11"",,,,,,1:1' T., I CI<l~',J ", I.>UH'ul." tl",,~l, ,I "'.'1,. u,"l"l1 ()~l u" AA<" '..00\ uIIU"~ "<1-,1[, "'4<" ~"<1 "ro., .,,~ 011 '~'"'HI IJ"''' , COJ" l\~~'j '~Ito:t 011 011'1" lwng 1O~')l. : .... u'I~~\. I\O~ ur~lr\i l'\~!\ ~M P'0).-::t~O ro", 00Y' onirallM!

fa""

.,,1>

",oj

I,,,,,,

, "'au'''.\

I<v-. '1(..-1

(:>n\'~~ ~tv ~.:

. .own""

~Qu

Iy a"

'0

Confidential Treatment Requested by JPMC

JPM EX00005837

Capital alternatives - Case 2A

___

'-.-."':
"~,,

~~I'''~'.~.
-....-'--~

_______
\.;... 1.>

"""!"".'.''!''~.''''~!'''~!
~

........
.'_

~'."''!''''.'-''''~').
~ ~~

..

..

\'_

....
.~

IIU"

II"''''
~:;~,

.,,,,,- "n"., """,."

#;!",.
',~

""" "" ...

,,,.,,,

,., ,,,., ,,,..-

",

..
\'",'''
~:!, '.~

..

"'_

.
,.

ta..,,.,,

!.''''

..

,-,

:~-;-,

.. ,,' .,."

."

..

)'-',
,'~ '!'

..,
:

".

.,.
,,'"

.- ". ..
",,,

n, ..

'

" ....

-.

..

,,';',

'

'L~::

-'"'" "',

~-

_.--"

p,,, '0,.,. ..."I J~~' ~"~I o~u "'\ , Pm' '~I"T~ '""., ~,. '"p'MI r~". (~r'" "Y ~r '" ~o~ :' I~~~ 011'''- ' - 1 , P'oI,"'" ~,,\fOllu. Irxlu<l~ O~UVflI,I1..... , 1s.40:.nI~ "'1 _I~tl! C\,J. ~u(,P'w ... 1$8

~~n,

IOC\

rh~ wQ

"",lI''II!lO.", .nJ

'w",~,,~ J-(

~I~fl/

10C\ rill- _

""'II'~

21

Confidential Treatment Requested by JPMC

JPM EX00005838

IRR and ROIC - Case 2A

'purthi.'prt.;'
'1P".lrwtlllrel, . .
OTA,.,
Clllh".tnc~ T.rmlnll."..l~

'''''s'o'
(lUll)

"'"

,....
l.<lS5
),'"
7,06<

n,,,

"'<0

"'''
l,on

un
"',711

1.17$

."

'""
It,
",930
5,69'

."
,60'
.... 376 53,4"

S,lU
7,711

46"

loc,.nwnt.ltl:itltlow

(Sl',6n)

..... ,

:rnt.... , ...

",etwJ\

un(

1n..... t.dt.IPttel,.,~.ian

"01
so
11,672

lOW

lOll

Pur(n.sepnci
ClpILllr
OTA~t..G.(tl.T1Ul.ll""')

C.plt.lrel..s.(cum ..... tH.j In"'_telte_plt"t

....m
C.hMt Income

, ,

$'
21,6n
(l,"':!5)

$'
21,671
(l.9BO) (3,139)

$'
21.672

16,0)7)

(1.96-4)

Si1.672

S18,2S3

$1<4,':153

(U92) $",923

l,""

",781

~,'52

JOIC
~"'"'U

"'>
Wtll"OjC<!IOO)

.. 10~

)1:'"

"]:2%:

,,:::",~'~ ~:::~~~~:~~.,;";,:~ -;~.',".\ ;':,':1' 'om"'" "0"' I.qu .... oro;: ~or'f"ho. ",'c"'.' '.0 ... " "'C,-",. )n ,.,n,"p

I.,,., I>q<,j"""I.P"<1I,hO AI'u",", '4>' "I"""'"'' .OJ '''"m"'11 22

Confidential Treatment Requested by JPMC

JPM EX00005839

Base case accret1on/(dllut1on) - Case 2A

23

Confidential Treatment Requested by JPMC

JPM EX00005840

Pro forma summary balance sheet - Case 2A

~,.,."

L!,JlI,

""

0.,
,"
-~.""

t".,

"'~"

""

,.
",,, ...

.... ..........,.,
~

0,

~
<

'

...

,- ......

ro,""

~,

''''

I''''''

.
<
~

."
.,

....

'

"".,

'.,.

'.

, ..... ,,~ ,_ .."' ....... !! r 'l"

, .. l>~l

r' b/l "

A(I~

I ;,.<11\

,.,~~"

1,

~.'I ~r ~ W~\l

.' t"'.t~\

Nvt .

~~

.. t

~\ .

cT Ju.,. $),

"

Confidential Treatment Requested by JPMC

]PM _ EX0000584I

Detailed West capital need after PAA - Case 2A

R~\lr"

11."'11'

h~' .... '

~ono

Ir{rt",...-t~1

".l 0'. W'1l

1 42 "

.Pi'

Pr.'.rr""frnm_'.lr~nl.

D,

'J"'~'I fJ:~A

17'l!lrr
l~"

Total~MIldJuH/TlOnl"
/I.\\~t

>dlw\

ur )'0

-A1J",.lIfiWA I'.r I.;IIp ,", ", ( :D\ I,., I 11,_

~",.1

,ep"ol

'"11\10

AoJIu>ladT(( ''Ybnd\ allo .... ~ " I

)"terre.j ',a.< all., ("ut.o

.
<

P.tlk

.te

nd . , . IWbldyralt'! FWW'y 't! 'l!ll,g"

:",,'.tl <.I<~ ca~ II S Inl' " .... o<>n(; I' ~~ f O~J

~'t":I.d (~r"" In\'rul"-'I~\' I~~" f.1,
~'

.,>J[oFOf'.'v,ro,:Ol'\'>IiPI
!nUl (,rnIT",,,
I~

l,bS'
'All'

'-ilM~to", (vnv.,tI~v

.... \I'~

,.J

(~. I( J ' ' ' ' ' ' ' ' ' ' ' ' ' \ \ 11~'t I.~I

'f'

d" o<l Df<[J ~ ",.' r.';

r Jl'\ .,& ~ I

',OU'.

lorrp~ny

.\\lml\tl

. 'oHn..<:t>"nll \,~"t .. ~"' ~fty I .,poon,. I)r ~ft'~ '''''I ..... ''''. '~"'''' W"'i!f1'''Il.l''~M'''''lu,unQn\ 'li-Ae\ crr'ltc to "QrhlO \t'~Wh'IW" (~ur'

:N."

"

Confidential Treatment Requested by JPMC

JPM EXOO()()S842

Agenda
Pal

West flnandal summary (Case 1)

West ftnandal summary (Case 2A)

Appendtx

35

"

Confidential Treatment Requested by JPMC

JPM EXUUUU58B

Potential transaction structure and terms - Case 2B

[ [-_ Structure Offer
Park acquires Wut lead thrift ,ub,ldfary (WMB) from Retetver

Park pays $0.00 to Receiver Hone

l

Consideration to [

equity holders

Park aS5ymes aU of the thrift bank's and subsldtaries': _Au.eU

Deposits (insured and uoinwre:dl Non-ordinary coune liabitmes of the thrtft bank and its subsidiaries

Assets & liabilities

assumed

Covered bonds (~$9.4bn) remain intact

Senior and unsecured debt left behind

REtT preferred securities ($3.900) are exttniUlYled as they are assumed to become thlbHlties of the holding company upon receivership or bankruptcy, increasing net anet value of lead thrift banks All

anets.

IlabttHles and equity (Inctudlng any preferred equity securities) of the

~tft

hok1ll'lg company will be

behlnd

Other

Pari( willluue a Contlni~t Preferred Security (CPS) linked to West loan 10.... performance with a p.r amount equal to the par ",.lue of the thrift senior and subordinated debt (S16bn). The form of this note 'Will be a cllliable, non curTlUtative, perpetual preferred Tier 1 qualifyln& ~ecurity, with a 5~ye reference period. Payment will be contingent upon credit perfofmillnce of reference: loam against a 10 threshold of 51900, reflecting We~t management's enimatlon of

losses. The par value of this ,ecurtty IHlU be reduced dollar for dollar by the amount
actuai lo~s.es, as measured by Park, cxce~cfin8 the S19bn thre$hold
27

Confidential Treatment Requested by JPMC

JPM EX00005844

Draft CPS term sheet

\\OOOQ ... "~,,."P."'''''''<'''_.'''''''''''''''''.'''''~'~''''01'"'''''''.''''

hI .... " ...... ' 00, .. "'- ' ..
~1.

,.~ .... ( ... ,. ~(. I,,,,,, .... ~ ..... ,,;(-=- , .. ".."r .. <'(111 "",WI,,, r;l .trOIJ 000 {t\'] ..lit,. ",,' ....... " ... ! .... ~ ....... , I, II.

"""<IIIol

. . " " . . . h'

1""1"""., ...... "', ......... ,.. ,,, ............,,.,,.. "",) .. ,........... _.,,.,,,,,,,",
... , ....... C>d"""'JJ,/lilil "'.""'ll.~.O':'.b .. XI" .. ' IO . <" ,..... ... 10 ..... 'll. J..h 1(. '~'Oc<

,..."'''_.'"',1

""~~",,,,,

"" .... " .... ,,, .....

~'H

.. ,,,.,.,.,, " ... """, ,."' ..

.... lt

'.0 ..... ",- "" .............. 1 '"J",.M

<7, . . . ,."........ ,10<

... '" ...

'" ..'" ." ...

t"",., . j.~

.-0'0 ........... ".. " ... ,,, ..

.'Ol",nd'''' """

, ... ~"""

bo> .., ".".," ..

... '..... "" ................ """""""'... ,,,'*>" .. ,,," ,,"., ....... ,,.,._'" ,., .... ".. ,. ...... ),., ..... , '''_,..'''{ ... ,.~c. '''..... n... '''',;CC'l ..",....
LJo,_o .. l1.X'., , ...... : 'WO,OOU,O)) ... , . . . . . " .. ". , .. , ...... ~,,'Q"

..

It" c, ....... ", " ......

"a.or ..... "" ., '0'.,.. ..... " ... "", .. ",", ~,t """ .. ",.'l ....O"".wc .... ,'"" ..""" , .... .. ". ... " ..'''"'' ...,., .. " .. ,
""'''t~,O<c

,t". ,.. h

........ '"" .. C" ....... P.,I .....

,''v.,. ,.'"' '0 '''' ,.rl., ,

~ .1 .. .,

"

Confidential Treatment Requested by JPMC

JPM EX000058.t5

Key transaction facts - Case 2B (CPS w/loss threshold of $34bn)

t>rl. . p ........
~I. ~~OO Hl~ .

........ 'ii.'oil

{OO .... "'P",,,.., .. ,""'"

" . ,.11

("~'''''' '~'>'~I , ....

'.,J~I

".7111
\ll,l'Oo

$l',"'t

',Q

.'

----'------'- --",---,,-,--, -"-] 1 " ..__ __________ .. ,_ ,, __ ,____ _ L_______

Under $19.00n loss threshold (West mit. 2QOi .ut.unco), 201 I GAAP EPS Incr...... by $0.35

"

Confidential Treatment Requested by JPMC

Analysis at various prices - Case 26 (Loss threshold of $34bn)

utI _ _ ..

.",~

...............

-,~,

\_,,",,~,._O!

....... _"""Ol

W~

.'.
n .... '

"",OI'<I_"_ '00 II"'''

U~

\.0..1"

"

,.."

u._

~\l'

o.m

"
oi,()o

ill.

.,.;,

' .... ......... "-1

~...- .. ...... 111

--

".~

"00

."
,,~

"""' ......_,\,
\III

(.M"I"""V-'

".
\1.\

."

,,.

.. .. ..
\,,,

,~

...

w,

P .... ,

.. ..
".

.~

I'.'

,.~

,,~

,'.

~,.

<N,

'"

"~

)0

Conlidenlial Treatment Requested by JPMC

JPM EX00005847

Accretion/(dilution) sensitivity to key drivers - Case 2B

$1 8'

~~.I

J7

",lll

..!?',I.~. ~~: .I':".~~.l.f:'~ ~~~~r' :~:.

W"I'IXllD"~-t ...

............. ~J.
lito)

.l!!.

'~rrM)

n:o"",,,

"'so'
1i'''1
II ~)I

Pd,l ,I d'~ ~,~ ..

lSI
0.1

Part' XlII nttl'-':orn.

'"
~O<Jn;.' (ornP""flw~ NotQ ........... 1 d..' ~I uIy)),}U)H

11

Confidential Treatment Requested by JPMC

JPM EX00005848

Capital adequacy analysis - Case 2B

.. , ... ~.~.~~~~.:.1.?~~~/~~

"rk

W~i.
..

Tr.....ction

Ti.r1 upibt

8.39'
!I.B'

11.0",
. 0 '.1<4

... Im~.(.t "'{,f,mj

10.S0~

~-~~pit.l r.~.
7.601 Ul 6.90

Pro form,

Capit..lr,IS'
'm.~~r:t

Pro form.
~.~'"~ .r~i5 ... 8 ..0411
BJ
7 ."

U"
0.61
O.~5

LIV'f'"

7.07

(0.17)

"

Confidential Treatment Requested by JPMC

JPM EX00005849

Detailed West capital need after PAA - Case 2B

I>rrm)

he-, ..
(Sil,!HSI

($26,'1431 "1
' ~/I

l'.d"~ iI(<':ur\ ". ""U~'

(18')1 1l,.uJ1

D"~O'.ltI

(1141 (,"'I.il

Hi ~ ~,..rnw"'g,
Ot~.,

'I'll

bc":lo'Ti\
B.4"~

"

~,"8

To ..

(Su ....m

ISl~PU)

,',,2'0(
(1'1('

J3

Confidential Treatment Requested by JPMC

JPM EX00005850

Pro forma summary balance sheet - Case 2B

.
<

;:

",-rc~

'om~""Y!lrll'.jJ:t;~t

Nul. ,""" ... ~\ J.I'~.' (!

J"ty .;0,

zoos

I'Hlll',

lll."lyr.\.I",~,~,'~.r~W~H~\lm.l.\

Confidential Treatment Requested by JPMC

JPM EX00005851

Agenda

West finandal summary (Cas" 1)

West finanetal summary (Cas,,2.4)

18
26

West filli'lndal summary (Case 28)

)5

Confidential Treatment Requested by JPMC

JPM EX00005852

West asset composition and fair market adjustments - Case 1

Confidential Treatment Requested by JPMC

JPM EX00005853

West consolidated income statement

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17

Confidential Treatment Requested by JPMC

JPM EX00005854

West consolidated balance sheet

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Confidential Treatment Requested by JPMC

JPM EX00005855

West outstanding hybrid capital

Nutlol'lll
ftcl~t

t.rry,"

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1167

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$j"9'7

..., ""

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Pefpetu.1

0l/15111

Perpetu., Pefpetu,l Perpew,l Perpetu,'

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SHI,I

"

Confidential Treatment Requested by JPMC

JPM EX()()()()5856

Strategic evaluation
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Conlidential Treatment Requested by JPMC

JPM EX00005857

Financial impact evaluation

l TM ProfitAbility metrlcs

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"

Confidential Treatment Requested by ]PMC

]PM EX00005858

West capital adequacy analysis (as of 3/31/08)

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Confidential Treatment Requested by JPMC

JPM EXO()()()5859

Exhibit 13

Search - 1 Result - by line(Heidi W13 Moore) and date is 9/30/2008

Page 1 of2

Deal Journal/Breaking Insight From WSJ.com The Wall Street Journal September 3D, 2008 Tuesday

Copyright 2008 Factiva , from Dow Jones All Rights Reserved

Dow Jones Factiva

(Copyright (c) 2008, Dow Jones & Company, Inc.)

THE WALL SfREET JOURNAL.

The Wall Street Journal
September 30, 2008 Tuesday SECTION: DEALS & DEAL MAKERS; Pg. C7 LENGTH: 498 words HEADLINE: Deal Journal/Breaking Insight From WSJ.com BYLINE: By Heidi N. Moore BODY:

Ready, Waiting For WaMu's Fall

FDIC Saw It Coming And Warned J.P. Morgan; 'Wall-Crossing' Strategy The fall of Washington Mutual wasn't a surprise to the government. Nor was it a surprise to J.P. Morgan. Three weeks before J.P. Morgan bought WaMu's deposits for $1.9 billion, officials at the Federal Deposit Insurance Corp. called J.P. Morgan to say the FDIC was carefully monitoring WaMu and that a seizure of its assets was likely. The FDIC said it would want to immediately auction off WaMu's assets if a seizure was necessary, people familiar with the situation told Deal Journal. J.P. Morgan was well-prepared, then, when the FDIC asked for bids Tuesday, Sept. 23. On Wednesday night, the regulators told J.P. Morgan the bank had won the bidding, one person close to the situation said. J.P. Morgan set about raising $8 billion of capital without revealing to investors why it needed the money, or else face the FDIC's wrath and a major market disruption. So the bank chose a strategy that has become increasingly popular in these times of crisis: "wall-crossing."

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Search - I Result - byline(Heidi W/3 Moore) and date is 9/30/2008

Page 2 of2

Here's how it worked. J.P. Morgan picked 10 major financial firms that could help the bank raise money. All were U.S. asset managers, and several were already among the biggest J.P. Morgan shareholders. Nine of the 10 investors J.P. Morgan invited said they were interested in hearing more. As soon as they agreed, they were asked to sign confidentiality agreements that would make them official J.P. Morgan insiders, which would mean they could not trade in the bank's stock. J.P. Morgan's chief executive, Jamie Dimon, along with Chief Financial Officer Mike Cavanagh and retail chief Charlie Scharf, triple-teamed to speak with the investors in halfhour conference calls that extended throughout the day Thursday. The investors were told the U.S. bank in question was J.P. Morgan itself, but none was told about WaMu. By the end of the day, J.P. Morgan had raised $7 billion from the nine investors. By 9: 15 p.m., when J.P. Morgan held its public conference call to announce the deal, all seven investors were taken off the "insiders" list and no longer had any access to material nonpublic information about the bank. J. P. Morgan also planned to raise an additional $1 billion in the capital markets Friday by opening the offering to anyone who wanted to participate. Between 7 a.m. and 9:30 a.m. Friday, before the markets opened, J.P. Morgan pitched the offering to new investors, who clamored for $2 billion of shares. A "greenshoe," or overallotment, added $1.5 billion. The bank had gathered $11.5 billion, $3.5 billion of that in open-market shares at their Wednesday closing price of $40.50, a 6.8% discount to the Thursday close of $43.46. Many investors, including J. Christopher Flowers and his old shop Goldman Sachs, are gearing up to bid for the masses of distressed bank assets expected to flood the markets in coming months. Will J.P. Morgan be a buyer again? License this article from Dow Jones Reprint Service
NOTES: PUBLISHER: Dow Jones & Company, Inc. LOAD-DATE: September 30, 2008

Source: Terms: View: DatelTime:

News & Business> Individual Publications> W > ~ Wall Street Journal J...I byline(Heidi W/3 Moore) and date is 9/30/2008 (Edit Search I Suggest Terms for My Search) Full Thursday, December 10, 2009 - 5:06 PM EST

tt', LexisNexis "

About LexisNexis I Terms & Conditions I Contact Us Copyright 2009 LexisNexis, a division of Reed Elsevier Inc. All rights reserved.

https:llwww.lexis.com/researchlretrieve?_ m=8f696ea3a892gebca44aOdfb394cd35d& _ br...

12/l 0/2009

Exhibit 14

Alice Lin

To Brian A Bessey/ILlONE@JPMCHASE

cc: 09/1112008 Subject: West - Case 2(b)

07:01 PM

Below is a quick summary of the CPS structure: - acquire assets and liabilities of West's thrift subsidiaries but leave behind senior and unsecured debt with the FDIC ($15.2bn) - issue Contingent Preferred Security (CPS) to the FDIC with a par amount equal to the par value of the o/s debt ($15.2bn) - CPS (Tier 1 qualifying) will be linked to West loan loss performance with a loss threshold of $19bn. Par value of security will be reduced $ for $ by the amount of actual losses exceeding $19bn - reference portfolio is West's single family residential portfolio of $187bn as of 3/31

Confidential Treatment Requested by JPMC

JPM EX00000319

Exhibit 15

SEPTEMBER 14, 2008

[DRAFT]

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Confidential Treatment Requested by JPMC

JPM EX00000278

Potential transaction structure and terms

Structure

Pili(. acquires a.zets ard liitOiliticts

litii detaHed below) ~ We:it;'s tlJrfft ~i.uie~ from

ltec:eiver
Park P*Y' SO.oo to R:~r

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....

holding company equity holl!e... _.-

onSideration~o

. .s~ owneCiihip III ttvifl~.ril!!5'

Assets t$3<ll.otn)

~~ver.and

iobk:Hr\i company retaktvatue of assetS to holdtng comp.any axcludina vaLue 0(

h.r1I. iiII~ aU WMS's ordinary course: [)e:pm.its (~143.2bn insured iiIInd $45.Jbn un1nSlSed,)

Assets & liabilities assumed

Cc.Ner~ bonds ($8.4:x\F

Ordinlry courw liabititia IWT preferred sa:t.ritiu (Sl.9bn-) ~re not.w..rned as they ilrethouw to become liabilities of I:tl I'I,)l.din& c:omp~ 1,4)00 rec;:etver~ or bar*rw:y. lnr;:reasin& Ilt:t a$Set value of lead ttrift bar*s Senior.ard IJI"ISeCtJf'ed debt teftbehind ($14..100) remain with bc:eiver

- ..

---~--

Park lillls:sue

=-=ed:
b)

RICIirlV.r iii Contingent Preferrtd Security (CPS) linked to West bin loa (r,~ ~~ I!qUal to the ~r ..,.lueof the tlvift sl!nior and

.
~

Continaent Preferred Security

The form fA th15 rote wiU be redeemilb~ .t option of l~r, rorH\.mIJlative, perpetuAl preferred Tlef 1 QJabfyinR security} Wlth a fryear reference period 'tier 1 capita! til'l"Dted to Net Asset Value At close: 0( S$.2bn

hyment win becontinttnt. t4JOn credtt: performance of reflttel"lC'e loans apinst. to!!

threshold of $1'Hbn, reflecting~t management's esbmabonof losses 'The par vaM!:o( this security win be rNuce:f daUar-for-doUar by ~ amolrt. actual losses, as measured by Park. exceedil'll the S19.1bl thresho~

:P~'~'ltZU'

Nol.,I InardeldoIlaa, til ....... Xl, X08 ' Il'I(loo.,aro ...... ~ P8'1"*'1 W Irnr.\W'lll'\\oclaliO witt 'fiJ Zoo caplllli f."'.ltf>OOUf'CeO ~r116, 20)11 I H Cbl III ....... Xl, 20)11: A" ........ , SI( i><C',an~~ ' .. Ii ur 1 ..:Jl

Confidential Treatment Requested by JPMC

JPM EX00000279

------------------------------------------

Key transaction facts - Base case (Acquire West Bank and issue $11bn CPS)

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10"

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for <Wld\ or Cled!! ,eI8\...:1 mar1.l, p!oteJ.8 f8'~( \0 ttwI apr>ertdb: 'A,)umoo lfftoll4,,'r!ltlO , llQu~tloQ or~oItI CD'llllt!. 01 Wtl!"l ,",Ill..,. \In~ fllll..,. ,ox\(J""tla Ioan\ 'Core ~\, .. tl ,of~1 ~II 0'''''' .'I<!~ "''''''. '0IC'Jfl1~\, r"OIH~.. 'nlni ~".>I' M\C Pm)..-I...:I 1\;",",*, lilJl lInd ~0f',1door.t~ ao<l comrron ""l"J'ly ,.11.

NCI~

,_I(;3r' nrlgY1Rllnm

Confidential Treatment Requested by JPMC

JPM EX00000280

-~--~-~-------~--------

Key transaction facts - Warrants case

!~",)

~n.lL'b

(28,HZ) [lJ..o) (1,c.-O)

PM."j~,,,,, ..... rll,~qll

[1,0040j

C",t.""i<'oill R
~"'\sUl ......

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..la.,..

11,97))

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1~,,,,,,,,,,"TCt.tW

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_-.::I".." ...... t80 .....

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1,917

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,

sr,.r ...... rGAAPj S",m (GNIi']

(~IG~"oI_"IlII.bI."'t&nl'bI " ... )

r, ., ,... loo:l
f'I<~h ..

$ poor .... ,.
$",,,,(Co.l

rC""1

{SJ:;~I
CapIUl'

2'O'11<Y1~C!.
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St"

S'H.II~l

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$19,6)0

ST.>,4'3

$"""1(''')

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$~,~

1, .... 1'''-0011.

Il

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z o

Noli rOfOl/tab [)I'l<'901it ' ..,loo<!ma ....". 'Am."'_\~lk'" r/ll.\O

pie"" re'.r to IN apc>endt>:

, llQu~\1ni port'OIIo ~o:""h!\ 01 WOH'! ullllrW: \Ir~ r/lTlilo' lo;r\!dllf1tlal loan! ) (" ft".H ,.,....., ~II on"" e~1111r'1Q lOan!, non-"'ImWIII ,..."'" Ifnr P"'jOor'ow!,-1o.'Ir O"~ftllOt'l'

<O(lJ"''''',

All .......... , II)l11. \!OC~ <O<'I"""OUOO IIflC

(omtrO'l

"<.Ill'ty fat1.

Confidential Treatment Requested by JPMC

JPM EX00000281

Capital issuance sensitivity - Base case

............. ..
'"

.... .. ... ........... .... ..

e....c .... u~tkrl

....

.. ...... ..

~
~"ronDTAT ..'!."It.\i(JI"I

Q.o.pu.~

1 ",1.. ...

tOon dedu:.tl>olily of b .....

Confidential Treatment Requested by JPMC

JPM EX00000282

Capital issuance alternatives - Base case

~.,,~...

. . . . . . . . ..
s.:._1
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<..-'*"
so
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\ontI~.,."~

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so

$II

$II

~1,bXI

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...

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........ _

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..... _ .... "'.'-.<II./TI.,.

o
t.k!, .. .o",..,...\CCI..{>I'It'Inl 1001"" (ROI>, .. f""Q(1,...,d M, ,1'\ ...,(COO<''''',1O<18\ .rwo
(~D\I'"

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no,

w.:-..,I"d In

ra,.", 1IIj..rrv 'Btlm

'huI0 ..... ....:ludot<t.yt>n<l.Itb<JI<..

'PUIl<"..,'UI"ah ..

1~'

Confidential Treatment Requested by JPMC

JPM EX00000283

------------ -------------------,

Tax basis and loss deductibility - Base case

.'I<ii:''''''~~~

............. :................. ::.: .. .

I)

rlo<., .. ,~tl..,<lfb.'"
Uo_0l.t< ... " lo.po< ....

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~

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... _too,,,.,11IJ'/l0Cll

lOOI ....... "' ...... ' ....... "'lD' ...... <.''''' ..,.,

s,",ri.i' "0il:';':'

: I:=.~'lf! l}( ~~ :(~~::r;;!";!:r'':I=::=;~;IOS-:;'h~;eo~~':~~~~r rTlart.\ of )1.01~

, AlW0T>91
~ (& ","'''''''(

,ate; EJcc." 10:>1<., .II....-.ed lD boI , .... ,\1'<><1 w> .,.....'1 l ~

Confidential Treatment Requested by JPMC

JPM EX00000284

----- - - - - - - - - - - -

Purchase accounting adjustments and estimated goodwill- Base case

l"''ltR'''I.ooI;,'_IM~'~Kl ...dl

!lfITP,.I .,.4',orrW.,tB_
, ... ,." .. ,,1 .. TCf el w.,tl', .......

U"l1" ..... 9dd.bt .. 1'T.b<oIllnl

(,,,dlt,,,,"\, (eHer-l&4

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L~c.I\P<Jr.;t"Io1.p,,::.o ,

NAIf
~'.-{)Tl~)U'\rrw>tJ

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112l)

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~,'bbl

C",.dtp",,\w,lanutlloc'-.)ltd

0,7481

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~

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0011"".0 Ill>" "at... l1.~

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$11,181

Confidential Treatment Requested by JPMC

JPM EX00000285

Accretlon/(dilutlon) sensitivity to key drivers - Base case

$1 b7

S~.980

(',3&<1

(hlltll~

]0"

04APEP';.VTpaocto(h~

10"

($)

CS;

....... C'l . .....

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.. tklo/(dlull"n)

"6')' .... .

(~""')

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pr.,-!U if'(""'"

$1,000

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Pnr~',

lOll ,,.-\ I""...,.,.. (SO 78

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(O()('l
(0,)1)

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':.~plemb40"'"

xoa

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< <
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Confidential Treatment Requested by JPMC

JPM EX00000286

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

Capital adequacy analysis- Base case

~~~ ..~"iI~:'

:.
~ojectad. 9/)010&

:.'

.:

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.:

..
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....

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Tier 1 clpUil
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{

Pro forme Item.

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6.93

7.31
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....

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6.29

(0:96)

....
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Confidential Treatment Requested by JPMC

JPM EX00000287

Pro forma summary balance sheet - Base case

_.-_.. .........".... - ... ........ _"',

,
'
,.,~"

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, .... '

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Soun;u: ((JIT"(>Mly r .... ~, F!llCt~il, 11~1E1~. EQUl!v rUlilln;h, Perl;, 11'>11 Wtl\ Not." Ml>n.udlot. al 01 s..pltrrt>tr ~2.lIXII

Ct<;\fn!ll~\

10

Confidential Treatment Requested by JPMC

JPM EX00000288

Multi-year earnings projections - Base case

(l.''')
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1'>.'1'01
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11

Confidential Treatment Requested by JPMC

JPM EX00000289

West consolidated income statement - Base case

tl""lIlmi.
'I!KHWlf.M12U
Plus
[.,~

. '.:
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sa.tot.
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Confidential Treatment Requested by JPMC

JPM EX00000290

Base case accretion/(dilution) - Base case

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..

.........s').e'".... :e~.
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$~;7i ..
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$b.Gl.
97,J3Q

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PrnloIT'TllC.AN>Noll...-0mt
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$111,111':>
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Protomtloa,h""tnOfnr P.,ktulydloul...:llher.\

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13

Confidential Treatment Requested by JPMC

JPM EX00000291

IRR and ROle - Base case

;un'~'p;~'~"

.. ......

1001

SO

10"
1.901
2,.SS
6,lU

1010
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1011

2011

101)

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6,419
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20'.
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Increnznlillcashfbw

(5''',1130)

10,1+1

1,365

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: :

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$0

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so
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(3,0")

SO
'04.830
(2.455) (3,656)

104.830

(2,m) (1,901)
$104,830

C"pllllrellllae(cum..Illtive)
InYeit.cl t.lPrt..eI.

$10,474

$9,277

S8,no

6,30

6,167

6,-419

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..

64:~

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14

Confidential Treatment Requested by JPMC

JPM EX00000292

Capital need - liquidating and core portfolio

QE

flf,lIildj.'

-.~-.-

AIt)."aIC1
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Q'
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$127,3"".>4

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2,0001
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1,841
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13,761

11,2Q3

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c~h ~Iv .. "nu,

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10"", h,,'d 10' ...... , C(ltlI\ru;tlOn Ol ...", CO<rTl'>OI<:IiOI RE 10..... " e,,,dtt 'I,d I08nl, h <trn.>tl In H'llS<, M'Ih,

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1OiYI'

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"

Confidential Treatment Requested by JPMC

JPM EX00000293

Assumptions - Base case

:rt...'......,......~: ::: .:::: ::::.:::: .. ::. :.:.: :.. : :::: :::: ::: ::. :: .. :.::: ... ::: ::.: -::.::::.
CIoS"'l
~II~

9f)O/2OG. on uplul r.JISil (pret.x).

to &.11*1 on
f~

fed Furm tun.

Sh_,

b~

w.st (mm)
c~tbll

Omm
360 mm

ShantsBsua:lfUfm.k.e...-.(mm)

SII,,., IS:sued tor

PritD11I1r

I'IIh!! (mm):

Westin 111" Pro form. IIIIt flcolM not .d}lnted fot- po_tIM i~Kt of ..ulraltIrc dllB~

~ ~lrity

risk

:~~"""'
V_.fMladD ___ r31

...

:.:.: ... :.: .. : .. :.:.:.:::.:: ................... :.... ::: ....... :.... :::::: .. .
..

,Mt"(s4t.in

,....

2009.

lO1Qf

GMP",

52.2:;

$).29 5)<41

Sot... ,

C.:sI'I!7S
AVI
~wI1lUlunl(mm)

52.41

...

N.tlllC_(Smm) LTG (i)

J.""
57,917

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1,576
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(5529)

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($5.25)

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S2.<U I,ll]

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1,730
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l,n7
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0

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1.11'1

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,.

Confidential Treatment Requested by JPMC

JPM EX00000294

[DRAFT]

Draft Contingent Preferred Security (CPS) term sheet

I,SIO,OID
~.C

~,,_

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... , .
_

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to. ... _ ." .. --..~o.

....

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[ ........ ,..I.JOOII)

. . . '*'" .... "." . . . bo ........ ...

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1...........
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t7

Confidential Treatment Requested by JPMC

JPM EX00000295

------~~~~~~-------~~----~~---------

Draft warrants description and terms

..... . ..... ...
"

.. ....
H.~c

... . . . .. .......... ............................... , ........ ..

"

a brDader

r.e~c .II:.I"~\ P...-~

da,v"lde th!o" pcrlcnrar>te of We,\ ponfolio,

ex(~dlroll: pf fP~

Actlle~ed

via ,elllnii

........ 110\ Ittud< at I H<xl pnce cnly conl'wm! With Pan.

r_,"."lhl1 .... " ln lP .. 'IIn'"t("

el'\lm'le\ (DOth Wen and

Maximum

piI\'OlJI.:

[par "aloe 01

SI~, 1 t>'1

I SH pe.' Yo8frant] [par plus IKCIlJed Inlere~t (f II" 0( S, 1.1100:,

bprMlondllte:

[itnuaryX(12) [1,7':10]

[l~rT'm!

E'llmele<l~alue:

1.

Confidential Treatment Requested by JPMC

JPM EX00000296

Tax basis and loss deductibility - Warrants case

1JD.,_."_oIboo, .. .,tlII

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........ _ .... p' ... n ...

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. _ ..... '

b"Io~IYI

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,''''~'

:J':\4'lnl'~11

twlIyO<!<ltJ:;III>("altt' 1111 non-6eductt>leIOHe\tl.!wl;>GOn reeltled

)A\I...,.\~.cad'''OUI'ltrat.,XC.IlIo\I.\e<~tot..r .... tz.droylI"l3~

Confidential Treatment Requested by JPMC

JPM EX00000297

---~------------------

-----------~~---

Purchase accounting adjustments and estimated goodwillWarrants case

............ .............................................. ~."'!.c."!.....

TI'''iit* tMM" ....... ~ ("~(~I<1d1.dl R[ITP,ele"tdfro..,.,W.,tB_
.1r-.:r.n'flt"TnaIW.. t~

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. (,.dKJTllJ'o., ",H.r-la.>:l

lo..,lo",nw,. .. jllft", wI
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1Id)U':tdt .. 'WIbIotI>u<.t~ ......

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[$8,lbto)

c..... o.pm'tlnl~cr... l.d

0,7<48)

'''''
1,~J

::

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~

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P((R

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[\oI1 .... 'O><lU.. H .lly .

'.'"
St..3!'!

"
2D

Confidential Treatment Requested by JPMC

JPM EX00000298

Agenda
/j~~l1<: . . .

:.

....

:: ...

::

:.. : ..... : .. ::u

21

Confidential Treatment Requested by JPMC

JPM EX00000299

-----

~---

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

-----~-.--

----~-

-----~

Financial consequences

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S"'"''''C_....,.tt....... f~.t.lll/ff:.,lqu''''r.' 'd> .. o'-......".,.!UU .. oll.p_r11.~'

Confidential Treatment Requested by JPMC

JPM EX00000300

PAA adjustments and DTA

1!iIi*"",,:;1I .
.~...
1,.dWl'ia"O",,(U.:;u'n._

..

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1l 1lJ)
11,lI.XJ)

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Lell:NTN.N(Os
T... abIe It'Corno!e1l

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!'8,7~~1

S13,et.~

$lJ,'t>2
10,557

2.""

8,353

S13,Ol1
PO,557)

52....

2]

Confidential Treatment Requested by JPMC

JPM EX0000030 1

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ------

Open Issues
Accounttng and capital around the debt extinguishment I contingent security We currently estimate $8.400 of West TCE post aU marks AND the extinguishment of the debt; Unlikely that we would get capital credit for a note In excess of the S8.4bn NAV (teo NAV Is the equivalent of the cash you would be getting from investors in a regular way offering - i.e. we ass.ume re!fJlators wonl give capital credit in excess of this number); Thh is reducing the capitaL credit from the CPS by -S3.Obn If and when the contingency is resolved, it d~sn't autClf'MticaUy become a pre-tax gain; We first ha-..e to write arf any non-financial assets (e.g. the S2.7bn of PPEj; we wiU have this modeled out; We are settling the CPS in preferred so out Tier 1 will still be neutral to up if there is a gain

Warrants s. CPS

Decks will have the math on this; January 2012 warrants struck at -$83.00 . a price we would onLy hit if we met our pro forma EPS estimate - are compelling as we get downside protection on much more than the West portfolio; Accounting in part good in that we get APIC upfront for the warrant value and treasury stock method with no MTM in the interim; Downside to the accounting is that the delta between the warrant fair vaLue and the negative goodwill we would book as an extraordinary gain is first reduced by the value of any non-Onandal assets (e.g. the $2.7bn of PPE) In addition to the $S.4bn cap on Tier 1 credit we can Likety get from any instrument (per above assumed WEST NAV post closing marks) we wouLd need to request from the regulators that we get TIer 1 credit for PPE and other assets whose FMV was ascertainable but was written off due to the negative ~It rule!.

Other issues We are currently calculating the DT A caPl'city the pro forma firm wouLd have under the 12 month earnings test this wouLd perhaps be more accurately done by the tax I t1nance groups; Do not believe anyone Is doing the calcuLation today The deck has a ""task List page; In addttlon to the analysis do we want to prepare shelt board I rating agency decks? May benefit from the thoughtfuLness we can give them now vs. in a fire drill Later; Also. regarding the analysis, it has been 6 months since we went throogh the operating modeL in detail as a team; 00 we want to schedule some time with the LOBs and CIO to go through them and vet I refresh on the assumptions?
M

Confidential Treatment Requested by JPMC

JPM EX00000302

West task list

..

..

..

............ ..

',

.......... .. ..
Board process

".

...

"

....

".

..

...

. ..

Critical aML)'5is

Capital i~act - Loss I PAA e:stimate (Loans and !.ecurities)

- Treatment of CPS (upfront and resolution)

Materials
Approval

- Brief in anticipation

- Capital raise assull'1>tions (form and size) - Tax assumptions - Hi~ I low case w/critical drivers
Earnings J ROI impact to JPM - Operating I synergy model

Fairness opinion
Communications

IR call I deck
RlIting agencies
Employees I customers

legal I structuring
Purchase contract with FDIC

nming issues
Qosing close to a qtr or month end

- Unusual terrrn/issues

V!..

public/private deal

CPS - Draft indenture

- ApprovaL for capitaL treatment

Pro forma requirements for capital rabe

Due diligence

DT A relief (rom Fed

(littea! due

dili~nce

items by lOSt staff

Tax plan

Day zero operating plan

2'

Confidential Treatment Requested by JPMC

JPM EX00000303

Accounting for an acquisition of a business - resulting in a negative goodwill situation

O".rm .... 8CQul"tlonpurrhlo'''prt:.' D.I.rmlnOl 1,,,,

<OI1tlo~...:~.
~'*'"

of ... ,

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nc. .... donv

oOenlll~Mo

Iotanpl.

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fI... ~aIt"'n'

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.,c-me-t~.tton.~In.buA... ~tt..t

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....... 1rI_'"*-Y ........ 1<JOdwIII.

II tho lorm rJ U>o(ontif'4!"<"con,oo.o'atOY ",."" .. !In...-.:Iai ""tn,..,.....,t \tilt" 11.,\1.,-",., '(j(Dld .,.II.t>llIlythooll>\\.II' 01"

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......<Ifton.c..-..p'-t.dln.~combi-"""' _ _ <.IIblnp ....".~..-......

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ur

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prQMftyplaot ""d<tQuV'W"1

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~wt.nClDnaree"""".

Not. - IUbMqu.fII:
'Imoo~

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tr><o COO''''II.'''Y'' d and U>o (00"0. ("", " lIND 8r-...gal"'''lIOO'Iwllum111''''',,1IIUIl!I. ,NII, , .. ~...-" IP,,","'r.Q, o<:q<,lr<>d Il<TO-I"'.....-.~I, r.')I'Hurr~n! .\~~!, In '4Im; ,,,,,,,!,,I]~ ..,.,.
lin ~~!III",d""'r;

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: J'~\~,lr <: ~H

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",do< S'~S '"

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2'

Confidential Treatment Requested by JPMC

JPM EX00000304

West asset composition and fair market adjustments

.f<iti~~>i>!4ffl!.~~~_~

.:.: .:.: .: ... :....................

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,
$'7.(&

co .....

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for .., .. ..",."t

$58.810

(S12.~771

$14,172

('l'~l :)~I

f"odJb,.M"''lI'!iI''
bO,,",1

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.,.,

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$l.:n,

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Confidential Treatment Requested by JPMC

JPM EX00000305

West consolidated balance sheet

(.. . . . . . 0."'_. . ..
f ... od. ........d,_ ... /liS,.:; ..... , ..
l.,.n ~.d lot .... 'o.nt.dl"p.orttollo

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21.'100
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Confidential Treatment Requested by JPMC

JPM EX00000306

Net income by LOB per year

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29

Confidential Treatment Requested by JPMC

JPM EX00000307

NIAT by line of business

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Confidential Treatment Requested by JPMC

JPM EX00000308

NIAT by line of business

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11

Confidential Treatment Requested by JPMC

JPM EX00000309

NIAT by line of business

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Confidential Treatment Requested by JPMC

JPM EX00000310

NIAT by line of business

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Confidential Treatment Requested by JPMC

JPM EX00000311

NIAT by line of business

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Confidential Treatment Requested by JPMC

JPM EX00000312

West outstanding hybrid capital

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Confidential Treatment Requested by JPMC

JPM EX00000313

Reconciliation of capital need to 3/31/08 analysis

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- Other CurrentcapitlLra'SI
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($14,080)

$9.""2

,.

Confidential Treatment Requested by JPMC

JPM _EX00000314

SEPTEMBER 12, 2008

[DRAFT]

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Confidential Treatment Requested by JPMC

JPM EX00004258

Potential transaction structure and terms

Structur@

-.~.

hri\. ilCQUites tlzeb ard liitbjl1bes las detailed bekM) cfWe5t's thrtft ~l.ritlS from
1lll'Cdver

holding company equity holders

~-----~--~-

Considerati~n to

Plln'k pty SO.DO to Rf!Ce1wr

Recetver -and Iotolding compiKly retainvJlWe of assgs tn hDldtr c:ompany:@xcluctinRvalueof

stock ownecship

10

thrift ~ane5'

Pari. assumes aU WMB's ordil'loilrycour5C!:

Assets 1$301.0'"')
[)epInlts ($143.200 ~ed and $4S.(bn unmsured.)

Assets & liabilities

assumed

~red boOOs (-$8--4bn)~

OTdNf)' c.ourse Liabilities

RUT preferred sec:lI1tia: ($3.9bn-) are not aw..Jmed as they lire thougt to becomt: Liabilities of the holdin& COI'TPany l4XJO receNersh\' or ba1*r\4>b:y. increasirc net ~t Vaiue -01 lead t:hnft bar*s SenIor ar.:! uns!lCtlted debt left behind (St4.1bn) remain with Receiver

Park will issue to Rec:~ver a Contingent Preff:N'ed Seo.J1ity (CPS) tinked to Wtit loan loss performMlCe with it p.1Ir ilmount eqoat to the pIIf VOiltue of the thrift sellor 0100 subordinated debt ($14.100)

.
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Continaent Preferred

The forrnof lhls rote. wHlbe fedeern.ible at option of iSWl!r, nt.Xl'<l..I'lII.Ntive, perpetwt
pJeh;rre4T1er 1 (pJabfytTli
~tyJ

Security

W1th a $-year reference period

~;,":;:

'ayment wiH be contioaent upon credtt performance of reference

aplnst a toss

tttreshoid of $19.<l'ln, ref\ectme West managernf!nt'.. I!StlmatlOn of losses

ThI! PM Io'iliueof lhls secunty WlU be rl!duced doUar-for-.doUar by t:he affiOlSlt actual Io$sa, as ml!asurec:i by Park.. excr:eding the S19.CI>n. tt'tre5tc\d
: J':'~o}[ZJl1 ir<:lliO<Il lero ~r; ~ p.ynl901 10 hwllIor\ IInlkialr;d wilt 'H.(br ...1 .....,.. );), }(J.)8; ~\UI""\ SJ{ ex~""'~~ of 1 4JI

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anroour>:-~a Apr1l8, 2UJ~

Confidential Treatment Requested by JPMC

JPM EX00004259

[DRAFT]

Draft Contingent Preferred Security (CPS) term sheet

t,HO,OW

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Confidential Treatment Requested by JPMC

JPM EX00004260

Exhibit 16

Brlan A Bessey
09/2312008

To: Dan CooneylIL/ONE cc: Subject: Rc: Fw: B0830 FDIC Acquisition Opportunity

02:10 PM

can't get in must be only set up for you and Mike to access

BAB vDan Cooneylll.lONE

Dan Cooney/lUONE
09/23/200802: 18 PM

ToBrian A BcsscylILiONE cc SubjectFw B0830 FDIC Acquisition Opportunity

See if you can get in Daniel P. Cooney Dan. Cooney@Chase.com (312) 732-3171 (Chicago voice) (312) 732-5976 (Chicago fax) (212) 270-7094 (New York voice) (212) 270-9643 (New York fax)

----- Original Message -----

From: "Foster, Sheri G." [SFoster@FDIC.gov]

Sent: 09/2312008 01: 14 PM EST To: Mike Cavanagh; Dan Cooney Subject: B08-30 FDIC Acquisition Opportunity

The FDIC is offering select financial institutions, such as yours, an opportunity to bid on a depository institution. If you are interested in learning more about this potential acquisition, please visit the secure financial web site known as Intra,Ljnks for more infonnation. You may click on the following hyperlink to log into Project B08-30 workspace to obtain infonnation about this specific offering.
https:IJ~_eJyices.intralinks.comllogon.htrnl

Your e-mail address is your login ID for IntraLinks and if you have never accessed this web site, you will need to receive a password from IntraLinks. To obtain a password, there is a link on the web site for direct help from IntraLinks. You may also contact IntraLinks via e-mail at hlWPort@intralinks.com; and forward a copy of this e-mail and ask for assistance in obtaining your password. IntraLinks also has a Helpdesk phone number as follows: 1-888-546-5383. Thank you for your time and interest in the FDIC's Merger and Acquisition process. If you have

Confidential Treatment Requested by JPMC

JPM_EX00003647

any questions about this process, please contact me at any time. Please keep in mind that this information is extremely confidential and you will be required to execute a confidentiality agreement when you go into IntraLinks. Sheri Foster Marketing Specialist Division of Resolutions and Receiverships Federal Deposit Insurance Corporation (972) 761-2229
sfoster@FDIC.go~

Confidential Treatment Requested by JPMC

Exhibit 17

Dan Cooney

To: Brian A BesseylILiONE

cc:

Subjcct: Fw: Information Request

09/22/2008 10:44 PM

Daniel P. Cooney Dan.Cooney@Chase.com (312) 732-3171 (Chicago voice) (312) 732-5976 (Chicago fax) (212) 270-7094 (New York voice) (212) 270-9643 (New York fax)

Original Message ----From: "Wigand, James" [JWigand@FDIC. govl sent: 09/22/2008 10:42 PM AST To: Dan Cooney Subject: Re: Information Request

We will try to get the information. problems. Jrw

Let me know if you have any more data room access

sent from my BlackBerry Wireless Handheld

-----Original Message----From: dan.cooney@chase.com <dan.cooney@chase.com> To: Wigand, James Sent: Mon Sep 22 22:08:45 2008 Subject: Fw: Information Request

Jim - one point of clarification: the person denying us the information was not their investment banker but an internal WaMu corporate development person. Dan Daniel P. Cooney Dan.Cooney@Chase.com (312) 732-3171 (Chicago voice) (312) 732-5976 (Chicago fax) (212) 270-7094 (New York voice) (212) 270-9643 (New York fax)

Original Message From: Dan Cooney

Confidential Treatment Requested by JPMC

JPM EX00000077

Sent: 09/22/2008 08:56 PM CDT To: "James Wigand" <jwigand@fdic.gov> Subject: Information Request Jim - Sorry to bother you but we have asked the target for the following information and have been advised by their investment bankers that they will not provide any further information unless Charlie Scharf calls Alan Fishman and personally explains why it is necessary. This process seems counterproductive to an efficient resolution of this situation and we were wondering if there were anything the FDIC could do to expedite this request. Specifically, we have asked for the following information: "What is the deferred tax asset at the Bank and Holdco level as of Aug 31, 2008 and what is it projected to be at the end of September." This request is a focused one and one which we need to help us properly allocate value between the bank and the holding company. Feel free to call my cell if you have any questions - 847-477-6825 - or my NY # below in the morning. Thank you in advance for your help. Dan Daniel P. Cooney Dan.Cooney@Chase.com (312) 732-3171 (Chicago voice) (312) 732-5976 (Chicago fax) (212) 270~7094 (New York voice} (212) 270-9643 (New York fax)

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 Treatment Requested by JPMC

JPM EX00000078

Exhibit 18

.,
MEMORANDUM: THRO UGH: The Board 0 f Oi rectors

September 24, 2008

Mitchell L. Glassman. Division of Resolutions and Receiverships

Director~ ~

FROM:

James R. Wigand, Deputy Director Franchise and Asset Marketing Branch Divisio n of Resolutions and Receiverships

Herber t J. Held. Assistant Director Franchise and Asset Marketing Bra nV/ Division of Resolutions and Receiverships SUBJECT: Washington Mutual Bank, Henderson. Nevada Failing Bank Case

r
Recommendation That the Board of Directors:

Total Assets: 5307.022,000,000 (as of June 30, 2008) Retail Deposits: S134.7oo,ooO,000 (as of Septem ber 17,200 8) Uninsu red Deposits: 58,452,029,625 (as of Septem ber 17, 2008) Tier 1 LeveragelTier I Risk BasedITotal Risk Based: 7.070/018.40%/12.440/0 (June }O, 2008) _

to resolve Washington I. Approve the Bid from JPMor gan Chase & Co (JPMorgan Chase) the least costly Mutual Bank. Henderson, Nevad a (the Bank), a failing institution, as transaction;

ng its subsidiary 2. Authorize the transfer of the assets and liabilities of the Bank includi l Deposit savings association to JPMor gan Chase under Section 13(k) of the Federa state laws which Insurance Act. 12 U.S.C. I 823(k) (the FOI Act) and override certain

and its subsidi ary prohibit JPMor gan Chase to retain and operate branches of the Bank -savings asSociatIon acquired in thelfal'lsaction;

(ORR) or design ee, to 3. Author ize the Director, Division of Resolutions and Receiverships accept appoin tment ofFOI C as receiver for the Bank;

tion (Third ) that limits 4. Waive the restriction contained in paragraph 32 of Robinson Resolu less than S 1 billion the applica tion of Robins on Resolution (Third) to institutions with assets Robins on Resolu tion for the purpos e of resolvi ng the Bank and invoke applica tion of the the Board and take any (Third) to authori ze staff to implement any transac tion approved by other action authori zed by said Robinson Resolu tion (Third);

d indemn ificatio n to include a 5. Authorizeth~ Director, ORR or design ee, to modify the standar exceed 5500 million for limited indemn ity in favor of lPMor gan Chase in an amoun t not to t by Washin gton any damag es JPMor gan Chase may sustain as a result oflitiga tion brough Mutual Inc. (WMI) or third parties.

Executive Summ ary shed in 1889 and The Bank is a federally-chartered savings associa tion that was establi owned by WMI, which is a has been FDIC- insured since Januar y I, 1934. The Bank is wholly regulated as a unitary holding non-diversified. mUltiple saving s and loan holdin g compa ny that is superv isory acquisi compa ny becaus e the charter s of both of its bank subsidi aries were tions. The

the predom inant legal entity Bank is the largest saving s and loan association in the countr y and

ate structure. WMI's in WMI, which has no significant subsidiaries outside of the Bank's corpor s outside of the Bank earnings are derived almost enliier y from the Bank and, therefore; earning substantial benefit to the within the holding company will neither materially harm nor provide no foreign operations. Bank. The Bank operates over 2,300 branches in fifteen states and has high risk to the deposit The risk profile of the Bank is increasing, and the institution poses a insurance fund.

,OX A Redaction/,act 8beet

At this point in this dOCUlllent withheld totally because ot the tollowing:

page(s) have/has been

( was withheld pursuant to the tollowing subsection ot the Freedom ot Intormation Act:
(b) (b) ]. (b) [ [X(b) [ (b)
[
[ ]

~tormation

[~

(4). (5)
(6)
(7) (8)

(A)

(8)

(C)

(D)

(E)

(F)

The paqe(s) being withheld may be reterred to as:

P 4-/:2.. #d....,:Uu4jhJ

~-;h ..&.,J~
I

COMMENTS:

:a

Other In formation at extension 8If you have any questions concerning this case, please call Herbert Held 7329 or Sharon Yore at extension 8-7336.

13

This recomm endatio n is prepared by:

Sharon Yore Franchise and Asset Marke ting DRR - Washin gton This recomm endatio n is supported by:

4,{~ l.~

Kennet h N. Blincow. Manag er Franchise and Asset Marke ting DRR- Dallas

Wendy Hoskin s Franchise and Asset Marke ting ORR - Washington

George French Deputy Directo r DSC- Washin gton

SIffi A. Kelsey General Counsel

1/.,...6.-, Y /~~
/

kz-

Attachment I: Cost Test Summa ry-JPM organ Chase Bid Attachment 2: Board Resolu tion

14

IOXA dlction/rlct Sb t

At this point in this document I withheld totally because of the followlnq:

paqe(s) have/has been

[ ] The information was withheld pursuant to the followinq subsection of the Fre.dom of Information Act:

(Al
[ [ [ [ [ ] ] ]

(4).
(5)

(b) (b) (b) (b)

(6)
(7) (8) (A) (B)

(e)

(D)

(E)

(F)

The paqe(s)_ beinq withheld may be referred to as:

~tA:;t:i~

COMMENTS:

Attachment 2

RESOLUTION

WHEREAS, the Federal Deposit Insurance Corporation (the "Corporation") has been advised that the Director of the Office of Thrift Supervision (the "OTS") may (i) close Washington Mutual Bank, Henderson, Nevada, a federal savings association insured under 12 US.c. 1814(a) (the "Bank"), and (ii) tender to the Corporation appointment as receiver (the "Receiver") ofthe Bank in accordance with 12 U.S.c. 1821 (c)(2)(A)(ii); and

WHEREAS, pursuant to 12 U.S.C. 1821(c)(2)(A)(ii), the Corporation shall accept appointment as Receiver of the Bank; and

WHEREAS, in antic~pation of the Bank's closing, the Corporation's Division of Resolutions and Receiverships (ORR) solicited bids from financial institutions for the resolution of the Bank; and

WHEREAS, ORR received bids from two financial institutions and evaluated those bids in order to select the bid that would result in the least cost resolution of the Bank; and

WHEREAS, ORR has determined that the bid submitted by JPMorgan Chase & Co. (JPMorgan Chase) represents the most viable and least costly solution, on terms and conditions acceptable to the FDIC, for resolving the Bank; and

WHEREAS, lPMorgan Chase and the Bank both have subsidiaries, offices and branches located instates with state law restrictions that could effectively prevent JPMorgan Chase from acquiring certain subsidiaries, offices and branches of the Bank and its savings association subsidiary.

WHEREAS, the FDIC may override state brcmching laws, whether existing now or enacted in the future, through its authorization of the proposed acquisition of the Bank and its savings association subsidiary under Section 13 (k)( 1) of the Federal Deposit Insurance Act (the FDI Act); and

WHEREAS, lPMorgan Chase has requested an indemnification from the FDIC for any potential breach ofan agreement dated March 11,2006 with Washington Mutual, Inc. (WMI) caused by its acquisition of the assets and liabilities of the Bank from the Receiver as set forth in its bid.

WHEREAS, the override of such state branching laws pursuant to Section 13{k)(l) is a condition precedent to the acquisition of the Bank and its savings association subsidiary by JPMorgan Chase; and

WHEREAS, in order to authorize the acquisition under Section I3(k)( 1) and override state law, the Board of Directors of the Corporation (the "Board") must detennine that (i) severe financial conditions exist which threaten the stability of a significant number of savings associations, or of savings associations possessing significant financial resources, (ii) the acquisition will lessen the risk to the FDIC, (iii) the acquisition will not present a significant risk
2

to the safety and soundness of the savings association to be acquired or to the acquiring entity, and (iv) the savings association to be acquired is eligible for assistance pursuant to Section l3(c) of the FDI
Act~

and

WHEREAS, for the FDIC to provide assistance under Section l3(c) of the FDI Act the Board must detennine that the Bank is (i) in default, (ii) in danger of default, or (iii) that severe , financial conditions exist which threaten the stability of a significant number of insured depository institutions, or of insured depository institutions possessing significant financial
resources~

and

WHEREAS, severe financial conditions exist that threaten the stability of a significant number of savings associations, or of savings associations possessing signi ficant financial resources and the Bank is a savings association possessing significant financial resources; and

WHEREAS, the: Bank and its savings association subsidiary are eligible for Section l3(c) assistance; and

WHEREAS, the transfer of assets and liabilities of the Bank to lPMorgan Chase will lessen the risk to the FDIC because the transfer will require no assistance from the FDIC, although the Bank is eligible for assistance under Section 13(c); and

WHEREAS, the transfer ofassets and liabilities of the Bank to JPMorgan Chase will not present a significant risk to the safety and soundness of JPMorgan Chase as the resulting

institution will be satisfactorily managed and capitalized and sufficient resources appear to be available; and

WHEREAS. Section 13(k) requires that the transaction be approved by the appropriate Federal banking agency of every party; and

WHEREAS. the Office of the Comptroller of the Currency (Ocq as the federal regulator of lPMorgan Chase has indicated that it will provide its approval of the transfer of assets and liabilities of the Bank on September 25,2008; and

WHEREAS. the FDIC staff has advised the Board that it can make the determinations required by Section) 3(k) of the FDI Act and all other requirements of Section 13(k) have or will be satisfied prior to the transfer of assets and liabilities of the Bank to lPMorgan Chase. and
---

WHEREAS. the ForC staffhas recommended that the Board authorize the transfer of assets and liabilities of the Bank as described above and override state laws existing now or in the future, prohibiting, limiting, restricting, or voiding authorization of retention of subsidiaries. offices or branches ofthe Bank and its savings association subsidiary as applied to a national bank. as requested by lPMorgan Chase; and

WHEREAS, the Corporation has reviewed such documents and information as it deems relevant with respect to the Bank; and

WHEREAS, the Board at a meeting closed to public observation in accordance with 5 U.S-:C. 552b and 12 C.F.R. 3 J 1.3(b), considered certain courses of action with respect to the Bank, upon the recommendation ofDRR and as set forth in Resolution No. 062393, dated May 6, 1997, as amended (the "Robinson Resolution (Third)"); and

WHEREAS, due to the size of the Bank. DRR is requesting a waiver by the Board of the restriction on application of the Robinson Resolution (Third) to institutions with assets less than
$1 billion; and

WHEREAS, DRR is requesting that the Board authorize the Director, DRR or designees, to accept appointment of the FDIC as receiver of the Bank.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby finds and determines that: (1) severe financial conditions threaten the stability of a significant number of

savings associations or savings associations possessing significant financial resources, and the

Bank and its savings association subsidiary are possessing significant financial resources; and
(2)
authorization of the proposed acquisition as described above would lessen the risk

to the FDIC and will not present a substantial risk to the safety and soundness of IPMorgan Chase; and (3) the Bank and its savings association subsidiary are eligible for assistance under

Section 13(c) of the FDI Act because severe conditions exist which threaten the stability of a significant number of savings associations or of savings associations possessing significant

financial resources, and the Bank is a savings association possessing significant financial resouces.

BE IT FURTHER RESOLVED that the Board by unanimous vote hereby detennines that the JPMorgan Chase bid is the least costly transaction to resolve the Bank.

BE IT FURTHER RESOLVED that the Board by unanimous votc hereby authorizes the transfer of assets and liabilities of the Bank to JPMorgan Chase pursuant to Section 13(k) of the FDI Act.

BE IT FURTHER RESOLVED that the Board, pursuant to its authorization of the transfer of assets and liabilities of the Bank to JPMorgan Chase, hereby preempts and overrides the laws of any state presently existing or hereafter enacted that as applied to national banks prohibit or would prohibit, restrict, limit or lack authorization of the establishment, acquisition. or retention of subsidiaries, office or branches by JPMorgan Chase of the Bank and its savings association subsidiary.

BE IT FURTHER RESOLVED that the Board hereby waives the restriction on application of the Robinson Resolution (Third) to institutions with assets less than $1 billion and invokes application of the Robinson Resolution (Third) with respect to the Bank.

BE IT FURTHER RESOLVED that the Board hereby authorizes the Director, Division of Resolutions and Receiverships (ORR) or designee, to modify the standard indemnification to include a limited indemnity in favor of JPMorgan Chase in an amount not to exceed $500 million for any
6

damages JPMorgan Chase may sustain as a result of litigation brought by WMI against JPMorgan Chase for violation of the agreement between WMI and JPMorgan Chase dated March II, 2008.

BE IT FURTHER RESOLVED that in the event the Bank is closed and the Corporation is appointed as Receiver, the Board hereby authorizes and directs the Director (or designee) of the Corporation's Division of Resolutions and Receiverships (the "Director (or designee)'') to. implement or cause to be implemented the least costly resolution of the Bank as required by 12 U.S.C. I 823{c){4)(A), as amended.

BE IT FURTHER RESOL VEO that subject to the immediately preceding paragraph, the Board hereby authorizes appropriate staff of the Corporation as contemplated by the Robinson Resolution (Third) to take all actions as set forth in the Robinson Resolution (Third) with respect to the implementation of such resolution of the Bank selected by the Director (or designee).

Exhibit 19

Kathryn To: "Eitel, Mitchell" <Eite1m@sullcrom,com> McCulloch@JPMCHASEcc: "Bray, Garth" <BrayG@Sullcrom,com>, Cohen, H. Rodgin" <Cohenhr@Sullcrom,com>, "'dan.cooney@chase,com'" <dan,cooncy@Chasc,com>, "Eitel, Mitchell" <Eite!m@sullcrom,com>, "Onne, 09/2412008 04: 17 PM Camille L," <Onnec@sullcrom,com> Subject: Fw: Resolution Language

fyi
Kathryn V, McCulloch I Senior Vice President 6: Associate General Counsel I JPMorgan Chase Ii Co. 17 277 Park Avenue 19 th Fl. (NY1L347) New York, NY 10172 I V 2122705922 I ~ 6465343043 I @ Kathryn.mcculloch@chase,com ---- Forwarded by Kathryn McCullochlJPMCHASE on 09/24/2008 04:17 PM ----"Williams, Julie" <Julie. WiJliams@occ.treas.gov>

09/24/200803:58 PM

To "Katluyn,McCulloch@chase,com' <Knthryn.McCulloch@chllse.com>, "'dnn.cooney@chase.com'" <dan.cooney@chase.com> cc SubjectResolution Language

Kathy & Dan, FDIC staff has asked us for suggested language on a 13(k) override. I'm attaching a copy of what we have provided. Its just slightly different from what I sent you yesterday in the way it describes the staff laws being overridden. Julie
From: Edelstein, Jerry

Sent: Wednesday, September 24, 20083:55 PM To: Williams, Julie

Subject: Resolution

(See attached file: WAMUJPMCBbranchoverrideresollitionB9230B.doc)

f:t;.,l o

. . 'Type: application/msword WAMUJPMCBbranchovemderesolUUonB92308.doc ,Name: .. .. 1WAMUJPMCBbranchovemderesol utwnB923 08.doc

Confidential Treatment Requested by JPMC

JPM _EXOOO 3607 5

WHEREAS, the retention by [name of national bank acquirer] ofthe main offices and branches ("Offices") of [name of target] may violate state laws applied to national banks prohibiting, restricting, limiting, or lacking authorization of retention of some of all of these Offices by [name of acquiring bank]; and WHEREAS, [name of acquiring bank] has requested the FDIC to override any such branching laws in connection with its authorization of the proposed acquisition as described above under 13(k)(I); and WHEREAS, the override of such branching laws pursuant to 13(k)(1) is a condition precedent to the acquisition of [names of target]; and

*****
WHEREAS, the FDIC staff has advised the Board of Directors of the FDIC (the "Board") that it can make the findings required by 13(k)(l) of the FDIA and that all other requirements of 13(k)( 1) have or will be satisfied prior to consummation of the proposed acquisition; and WHEREAS, the FDIC staff has recommended that the Board authorize the proposed acquisition as described above and the override of state laws prohibiting, limiting, restricting, or lacking authorization of retention of branches of [name of target] as applied to national banks, as requested by [name of acquirer].

*****
NOW, THEREFORE, BE IT RESOLVED,

*****
that the Board hereby finds and determines that pursuant to its authorization of the acquisition as described above under 13(k)(l) of the FDIA, and subject to the foregoing provisos and compliance with the conditions on such authorization as set forth above, the Board hereby preempts and overrides the laws of any state presently existing or hereafter enacted that as applied to national banks prohibit or would prohibit, restrict, limit or lack authorization of the establishment, acquisition, or retention as branches by [name of acquiring bank] of the Offices of [name of target]. DRAFT: 9/24/08

Confidential Treatment Requested by JPMC

JPM_EX00036076

Exhibit 20

Gregg B To: Sally E DurdanlJPMCHASE@JPMCHASE, william.king@jpmorgan.com Gunselmancc: femando.rivas@jpmorgan.com Subject: Mortgage Exposure
04/0412008

01:19PM

SallylBilIy We are preparing materials to present to rating agencies for the Madison and West transactions. We need input from both of you on the following, as it relates to our proforma mortgage exposures (Sally for Park stand-alone and West HFIlwarehouse and Billy for Madison and Park trading/other).

1) Amount of mortgage assets on balance sheet for West, Park stand-alone, and Madison (at close of each deal), by asset class - see page 40 in attached. 2) Amount of projected portfolio run-off over time or targeted mortgage asset sales 3) Sensitivity of profom a combined entity to an incremental 5% decline in hose prices - (MTM or loss impact)
I am available to discuss live. We need input as soon as it is available, as it will have a direct impact on how we view the West deal. Attached are a couple slides from the overall presentation that so you can see how we intend to present the data and other risk factors related to mortgages. @f:.:~

LJ

Gregg B Gunselman Investment Banking Coverage - FIG JPMorgan Securities, Inc. Phone: (212) 622-2431 Mobile: (773) 343-3226 Fax: (646) 534-1886 E-Fax: (917) 546-2565

Confidential Treatment Requested by JPMC

"'''RC H 2008

[DRAFT]

8/10/20093:06 PM

JPMorgilnO

Confidential Treatment Requested by JPMC

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Confidential Treatment Requested by JPMC

Mortgage exposure in the banking book

[TBU]

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Confidential Treatment Requested by JPMC

West mortgage portfolio geographic concentration and loans with CL1V >

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un

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Confidential Treatment Requested by JPMC

JPM_EX00005955

West credit Impairment

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$lI,076

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Confidential TreaUnent Requested by JPMC

West asset quality

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Confidential Treatment Requested by JPMC

JPM_EX00005957

Option ARM overview

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un

44

Confidential Treatment Requested by JPMC

Illustrative option ARM representative payment schedule'

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Confidential Treatment Requested by JPMC

Other issues

Creditrltk xrent 0( houstng decline - ability to predict

No r",,1 hI.tory 011 Opllon AlWIs

R""I receo>Ion
Mort;/III" Ieglslallon could be eood or bad
Ability to transform west retail rranchlse
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un

46

Confidential Treatment Requested by JPMC

Exhibit 21

Chuck Pursh
09/23/2008 01:04AM

To: Ryan M McInemey/JPMCHASE@JPMCHASE cc: I3rian A I3esseyIILlONE@JPMCHASE, Sean D CarmodyIILlONE@JPMCHASEI Subject: Re: Rating Agency material

Ryan 1 Sean - here's a simple list on how we approached due diligence regarding credit: Let me know if this wil1 work or if you need something different: 1) Reviewed mgt reports to get a high level view of credit quality and performance by product (FICO, CLTVs, state concentrations, vintage contributions, roll rate performance, modifications, option arm recast schedule, etc) to understand product performance and to assess risk levels within a given portfolio & product 2) Calculated lifetime loss estimates using (3) methods 1. HPA Model - calculated current LTV/CLTVs at the account level, based on MSA HPI projections, to evaluate portfolio CLTV migrations into the future (next 5 years). Assigned loss rates based on projected CLTV s and aggregated into a lifetime loss estimate at the product level (primary model as it uses HP A proj ecti ons and CL TV s are a key dri ver of ri sk) 2. Roll Rate model - built roll rate models at the product level based on historical performance provided in the mgt reports. Roll rate projections based on expected trends with Chase portfolio for a given product with like composition to west. Derived loss estimates for near term then extrapolated over the remaining life 3. Vintage Model - developed loss estimates based on current vintage curves. Modeled the Chase portfolio then adjusted for West based on differences in credit quality & portfolio composition (analysis conducted in step # 1) 3) Conducted detailed analysis & comparisons to support loss estimates. Based on loan level file and management reports, evaluated specific segments to confirm assumptions with loss estimates. Quick examples: 1. California & Florida loss rate assumptions for West and Chase very similar even though modeled separately, total loss rate much higher for West given concentration ofFLICA is greater 2. Evaluated Chase timing of peak lossand--correlationto-HPI projections, West has uifferent view, based on credit quality/seasoningivintages/etc concluded peaks will occur later in 2009/2010 vs. West projections showing their portfolios are peaking now 3. Analyzed rol1 rate performance by comparing Chase vs West for a given product and bucket, tracked each over time, applied projections on future rolls to determine various loss estimates, concluded what was reasonable vs unlikely and how each corresponded to a given loss forecast 4) The approach used in March and today are very similar (did steps 1-3 in both cases). The significant difference is in the set of assumptions as there are three major changes from March: 1. The outlook on HPA has worsened so risk has increased as we expect higher CLTVs in the future and subsequently more in losses 2. Performance is worse than expected when we look at what has happened from Mar-Aug 2008 compared to what we projected in March (leading to more losses) 3. The macro environment has worsened (unemployment trending up, credit policies have tightened further, troubled consumers have fewer options) - all leading to more losses Conclusion - in March and today, all started with high level reviews which then led into loss projections via (3) models. Loss estimates were derived which were then validated with detailed analysis to support a final loss estimate. Since March, the external environment has worsened significantly which has led to an upward revision of our loss estimate. Chuck

Confidential Treatment Requested by JPMC

JPM EX00000074

"'YRyan M Mclnerney/JPMCHASE

RyanM

McInerney/JPMCHASE
09/221200808:42 PM

ToBrian A Bessey/ILlONE@JPMCHASE ccSean D Carmody/lLlONE@JPMCHASEl, Chuck Pursh/AZ/ONE@JPMCHASE SubjectRe: Rating Agency material

Chuck - please send the bullets we discussed directly to Sean Ryan McInerney 0: 312.732.5445 M: 202.744.5789 "?'Brian A Bessey ----- Original Message ----From: Brian A Bessey Sent: 09/22/2008 09:21 PM CDT To: Ryan McInerney Cc: Sean Carmody Subject: Rating Agency material

Sean has been charged by Charlie, etc with building the Rating Agency deck To do so, he needs a few bullets that describe in ways the Rating Agencies would like the process applied for our credit due diligence in March and again now Of course, he needs to have a draft out overnight so if you would be able to send at least a first cut at such bullets to him it would be very helpful Thanks

BAB

Confidential Treatment Requested by JPMC

JPM EX00000075

Exhibit 22

To: Donald McCreeIJPMCHASE@JPMCHASE Norma cc: CorU(t@JPMCHASESubject: Re: Are times for rating agency meetings set')
09/23/2008 07 30 AM

Ok

----- Original Message ----From: Donald McCree Sent: 09/23/20080629 AM CDT To: Nonna Corio Subject: Re: Are times for rating agency meetings set?

Probably not these ones. Likely jamie, charlie, mike Sent from my BlackBerry Handheld.

----- Original Message ----From: Nonna Corio Sent: 09/23/200807:27 AM EDT To: Donald McCree Subject: Fw: Are times for rating ageney meetings set?

i'd like to listen to one of these sessions. will be a good way to get up to speed. n

Norma C. Corio, Managing Director ft Treasurer JP Morgan Chase ft Co. 270 Park Avenue I Floor 46 I New York, NY 10017

if direct: (212) 2705176 I .s.l fu: (212) 2701077

I8l email: norma.corio@jpmorgan.com

.--- Forwarded by Norma Corio/JPMCHASE on 09/23/2008 07:26 AM ----Brian Keegan/JPMCHASE To Tod GordonIlUONE@JPMCHASE, Mike CavanaghIlUONE@JPMCHASE, Donald McCree/JPMCHASE@JPMCHASE, Norma Corio/JPMCHASE@JPMCHASE

09/22/2008 09:10 PM

cc Subject Re: Are times for rating agency meetings set?Link

Sharon Haas is one of the best

Confidential Treatment Requested by JPMC

JPM EX00004276

S&P is better grounds for practicing. Brian Keegan Managing Director Capital Structure Advisory & Solutions JP Morgan Securities W: 1-212-270-3518

M: 1-917-562-5671
Assistant: Pam Flowers

1-212-270-0587
pam.flowers@jpmorgan.com - - Original Message --From:
Tod Gcrden
p~

Sent: U9/22/200G QG:Ul

To:

CDT
Norrr.a Corio; Brian Keegan
set-?

Hi ke Cavanaqh;
He: A"-'c

Dcnald McCree;

Subject:

times

fo.!:" roting agency

meeting~

We'll get them booked. Presume you, Charlie and Jamie are required. I love the Fitch/practice comment. Let me know when you've contacted them and we'll get a time set.

--- Original Message ---From: Mike Cavanagh

Sent: C9/22/2CC8 07:50

To: Toci
Go~don; Don~lrl

r~

COT
Norrr~

McC~ee;

Corio;

Rri~n

Kepg~n

Subject-: Re:'

A~e-

times- fo:!:'" T<1ti ng agency IT,eeting:::r set '?

Spoke to SP and Moodys. Both OK w Wed am and feedback by 4pm. Please set them up early. Fitch to be contacted tomorrow. Maybe we do them tomorrow night for practice. --- Original Message ---From:
Tod GerGcn

Sent: C9/22/2C08 07:48 PM CDT

To: Mike Cavanagh;

Donald McCree;

No~rr,a

Corio; Brian Keegan

Subject: ll.re times for rating agency meetings set?

Let me/Brian know if we can assist.

- - Original Message --From: Mike Cavanagh

Sent: C9/22/2008 02:34 PM EDT

To: Donal d McCree; Norma
Co~io;

Tad (Jordon;

B:-ian Keegan

Subject: Grgent

: Ratings agency calls

I am about to call Jay Dhru and Greg BAuer re West.

Confidential Treatment Requested by JPMC

JPM EX00004277

I'm going to tell them about the FDIC process and that we intend to be a bidder on Wednesday. I will propose that we meet with them Wednesday morning and want to know that they can give us their feedback before we bid at 4pm that day Of they can't do that it may move us to Tues night). I need to figure out what to do with Fitch and who to call. Please give thoughts on any of this while I cal the regulators now. Mike

Confidential Treatment Requested by JPMC

JPM EX00004278

Exhibit 23

Sean D To Sally E DurdanlJPMCHASE Carmody cc: Fernando RivasiJPMCHASE, Gregg B Gunse1manllLlONE, Scott R Hyncs/JPMCHASE, Candice M CorvcttilJPMCHASE 09/22/2008 Subject: FDIC book
10:03 PM

Sally,

Can someone on your team send us the book that you used to discuss West wi the FDIC? Charlie and Mike would like us to leverage the page from that book that laid out West's loan portfolios, by product, on a managed basis for the rating agency meetings which are scheduled to begin tomorrow.

Thank you, Sean

Sean D. Cannody ___J,P. Morgan Securities Inc, _. Investment Banking Coverage - Financial Institutions 383 Madison Avenue, 36th Floor, New York, NY 10179
0: 212-622-0741 F: 917-546-2549 C: 917-940-2308

Confidential Treatment Requested by JPMC

JPM EX00005173

Exhibit 24

Brian A Bessey

To: Giuseppe X IncitlilJPMCHASE cc: Subject: Fw: West output

0611712008 02:58PM
---- FOIwarded by Brian A BesseylILlONE on 06/17/2008 02:55 PM ---Genevieve E HovdeJJPMCHASE

ToA1ice LinlJPMCHASE@JPMCHASE ccBrian A BesseylIL/ONE@JPMCHASE, Gregg B Gunse!manlILlONE@JPMCHASE, Scott R

'---Hym:sI:lPMeAASE@JPMeHA-S~isIIlItX'C---

------------",06cr1/J77200S-02:35 PM

Idnnni/JPMCHASE@JPMCHASE SubjectWest output

west summary numbers EDITED .xJszip

west Potenlial Partners .ppI.zip

Project West - Merger Package 6-12-2006 - West only .pj:t.zip

---_AJice. - -_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _- r

----We-bave-att-aGhed-oor-West-summary-number-s~ease_inGlude-the_West_Petential-paftneFS-slii:le_at-the-end-ef-thee---

summary section. The 3rd attachment is our West only pages. We will call with additional details. Genevieve Hovde Financial Institutions and Governments Group J.P. Morgan Securities Inc. 277 Park Avenue, 13th Floor New York, NY 10172 212-622-8535 847-707-7982 (mobile) genevieve. e.hovde@jpmorgan.com

Confidential Treatment Requested by JPMC

JPM_EX00003884

.--.. - - - - . --------- - - - ,.
;\"

------------T-t-'th"""is-Ftte-Was P rad uced in Native-Porm atf---------7T

Confidential Treatment Requested by IPMC

IPM_EJC00003885

Potential buyers

0PNC

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DIlVA
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Confidential Treatment Requested by JPMC

JPM_EX00003886

tUNE 17, 2008

JPMorganO

Confidential Treatment Requested by JPMC

JPM_EX00003887

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JPM_EX00003895

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Confidential Treatment Requested by JPMC

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Confidential Treatment Requested by JPMC

JPM_EX00003898

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Confidential Treatment Requested by JPMC

Exhibit 25

From: Sent: To: Subject:

John R Chrin <john.r.chrin@jpmorgan.com> Tuesday, September 23, 2008 9:14 AM Fernando Rivas <fernando.rivas@jpmorgan.com>; Eric L Warmstein <eric.!. warmstein@jpmorgan.com> RE:

This would be the "low risk" deal to catapult them ahead of RBC to be Canada's largest company + plays to their retail power alley. I don't 10 is a problem 20 starts to get big -----Original Message----From: Fernando Rivas Sent: Tuesday, September 23, 20089:00 AM To: John R Chrin; Eric L Warmstein Subject: Re: How aggressive do you think they'd be? Wid be a huge capital raise. 10 - 20bn common ----- Original Message ----From: John R Chrin To: Fernando Rivas; Eric L Warmstein Sent: Tue Sep 23 08:57:33 2008 Subject: RE: Yes -----Original Message----From: Fernando Rivas - . Sent Tuesday, September 23, 20088A5 AM To: Eric l Warmstein; John R Chrin Subject: TO still in West process. Any of you think they post?

Confidential Treatment Requested by JPMC

JPM EX00013270

Exhibit 26


Jamie:
------

Scott R To: Jamie DimonlILlONE Hyne8@JPMCHASEcc: Project West BANKS <Project_WesCBANKS@jpmorgan.com>, Charlie ScharflIL/ONE, Mike CavanaghlILlONE, Tim MainlJPMCHASE, Kathleen WilUJPMCHASE 09/23/200802:13 PM Subject: West Competitor Analysis

Attached is an analysis of select West competitors based on a $25bn cumulative loss and three scenarios. You will find a snapshot of the competitors' current capital structure, along with their pro forma ratios for the three scenarios and what capital raise would be necessary to hit a target ratio or to get them back capital neutral. Please let us know if you have questions.

---_ .. ---

---- - - - - - - - --- -

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

_._.

__. _ - - - - - - - - - - - - - - - - - - - - -

Scott R. Hynes J.P. Morgan I Investment Banking Coverage I Financial Institutions Group 383 Madison Avenue, 36th floor I New York, NY 10179 Tel: (212) 622-2193 I Mob: (202) 299-6303 I Fax: (646) 688-6906 scott.r.hynes@ipmorgan.com

:.JJ1 \y_esU!.a.p-it!.iJs.oIl!R~!i!i.ionyFINAL REVISED

22 Sep 2008.ppt

Type: application/vnd.ms-powerpoint
Name: West capital comparision vFINAL REVISED 22 Sep 2008.ppt

Confidential Treatment Requested by JPMC

SfPHMBER 13. 1008

---_._.. _--_ .. _-... __. _._-_._.- - - - - - - - - - - - - - - - - - - - - - - - - - - - - + - - - - - - - - - ..

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Confidential Treatment Requested by JPMC

Scenario summary
Leave no debt behind $3.7bn deduction nerl capital - West pro lonna Tier I capltal4.1bn LESS $7.8bn sub debt (53.7bn)

"0m

____________+ __,I _ _

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_ _ _ _ _ _ _ _ _ _ _ _.____ ------ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _._.__ - West pro lonna Tier I capital $4.1 bn

~ ~

Leave sub and sr debt behind 510.400 addition to ner I capital - West pm ''''''''' Tier 1 capital $4.1bn "DO $6.3bn senlot debt 510.400

-------------- --- -------- --+-------------------------------------1-------------------1--0---------------------------------------1--------------

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Confidential Treatment Requested by JPMC

JPM_EXOOD 13273

Capital comparison present day

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Confidential Treatment Requested by JPMC

Capital comparison - leave no debt behind ($3,7bn hit to Tier I)

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Confidential Treatment Requested by JPMC

JPM_EXOOO 13275

Capital comparison - leave sub debt behind ($4.1bn add to Tier I)

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Confidential Treatment Requested by JPMC

JPM_EXOOO 13276

CapItal comparison - leave sub and sr debt behInd (S10.4bn add to Tier 1)

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Confidential Treatment Requested by JPMC

Exhibit 27

To: Arme LeydenlOIVONE@JPMCllASE, Chad M I3ortonlJPMCllASE@JPMCllASE, Cathy Kenworthy I.IPMC] IASE@JPMCHASE, Christopher r. Sieve/O] IIBANCONE@JPMCIIASE, Chuck T HeideniOHIBANCONE@JPMCHASE, Emmett J 0912212008 VoIlenweider/Ol-VONE@JPMCHASE, Michael Lipsitz/IL/ONE@JPMCHASE, Christopher J 08 '14 AM Henry1 AZ/O:m~J:MCBA:SE, ~chael Cleary IILlONE@JPMCHASE, Donald V . AleccilJPMCHASE@JPMCHASE,kentw.Z1egler@chase.com, Kevm Watters/JPMCHASE@)PMCHASE, Scott E PowclUJPMCHASE@JPMCHASE
cc:

Chad M Borton

Subject: WSJ

If you did not catch this morning, see article from Chuck below ... .leak of potential FDIC.
Chad M. Borton

til'

Office: (614) 213-9439

I Head of Retail Distribution Network I JPMorganChase 8: Co. I I til' Cell: (614) 530-1191

G~ chad. m.borton@chase.com I

----- Forwarded by Chad M Rorton/JPMCHASE on 0912212008 0807 AM -----

WAMU pushed Sunday to decide its fate, continuing talks with potential buyers amid mounting pressure from federal regulators. The Seattle thrift has drawn interest from potential suitors such as Citiw!!}J Inc., J.P. Morgan Chase & Co., Wells FargQ & Co. and Banco S~antander SA of Spain, according to people familiar with the -situation. While some people close to the discussions hope a deal could be struck within days, one stumbling block is that a straightforward sale ofWaMu would require the buyer to absorb the company's troubled assets .. With WaMu expecting losses of $19 billion on its mortgage portfolio during the next 2lh years, some would-be bidders favor a government-assisted takeover, people familiar with the matter said. One scenario is that the Federal Deposit Insurance Corp. would seize control ofWaMu's banking unit and then sell its deposits to another bank. The buyer would have the right to pick the branches and assets it wanted to buy along with WaMu's deposits. But that would leave the government to grapple with the riskier leftovers. Executives and directors at WaMu also are weighing other options, including raising additional capital, possibly with assistance from federal regulators. But falling housing prices and deepening tumult in the U.S. financial system have made it much harder to attract outsider investors. At WaMu, pressure to resolve the uncertainty swirling around the company is coming from the FDIC, which has been taking an increasingly tough stance with troubled financial institutions. A FDIC spokesman declined to comment Sunday. A spokesman from the Office of Thrift Supervision, which also regulates WaMu, said "we are aware of the situation and following closely" but declined further comment. Write to Dan Fitzpatrick at dan.fjtzpatrick@wsj.com, Robin Sidel at robin.sidel@wsj.com and David

Confidential Treatment Requested by JPMC

JPM EXOOO 13146

Enrich at da-.Yid.~J!ricb@wsj.com

Confidential Treatment Requested by JPMC

JPM EX00013147

Exhibit 28

Brian A Bessey
0312712008 05:40 PM

To: Gregg GUnselman, Genevieve E HovdeIJPMCHASE, Fernando Rivas cc: sally.e.durdan@jpmchasc.com Subject: Opcn Due Diligence Items

While we have been able to close out the Tier 1 tax issues, as far as I am aware all other Tier 1 issues remain outstanding (did we ever have the call re share count today??)

It would be helpful to speak again with Lehman/Goldman on these specific requests (updated list is attached below) to see where we stand. I would expect that Charlie would like to know prior to finalizing a letter.

BAB

'.~j
Status Summary West 3_27_08.)(ls

Confidential Treatment Requested by JPMC

JPM EX00002818

To: Scott r: l'oweIIlJI'MCIIASr:

Brian A
Bessey
03/20/2008 07:28AM

cc:

Subject: Re: Fw: West Branch P&L

please have someone review item 3.09.02 on the intrlinks site they claim that this satisfies our request for direct expense and headcount detail for retail let me know thanks BAB "W Scott E Powell/JPMCHASE

Scott E PowelVJPMCHASE
03/20/200807: 12AM

Tu"Brian Bessey" <brian.a.bessey@jpmchase.cum> cc"Chad Borton" <chad.m.borton1i!.ipmchase.com> SubJcctFw: West Branch P&L

Brian We need a clean p&l, and a detailed breakdown of the direct expenses (and ideally, the indirects in banking too). We need to push the two requests again to the top of our critical list. We'd also be willing to get on the phone with their bankers and/or Scott Maw (banking cfo) to discuss. Thanks. Scott Sent from my BlackBerry Handheld.

----- Original Message ----From: Charlie Scharf Sent: 03/201200806:01 AM CDT To: Scott Powell Subject: Re: West Branch P&L Both Sent from my BlackBerry Handheld.

----- Original Message ----From: Scott E Powell Sent: 03/19/200808:23 PM CDT To: Brian Bessey; Charlie Scharf SUbject: West Branch P&L The branch p&1 is not what we asked for or what we need. We can ask for a follow-up to clarify the request but

Confidential Treatment Requested by JPMC

JPM EX00003034

I'm sure they understood the original request. I'm not sure how you want to proceed. We can keep asking or we can swag the numbers based on what we have. Please advise. Sent from my BlackBerry Handheld.

----- Original Message ----From: Chad M Borton Sent: 03/19/200808:02 PM EDT To: Ryan McInerney Cc: Scott Powell Subject: Re: ECC & P&L

The P&L is not helpful - they did not want to work too hard to break it out. They have "Store Distribution" but it has $583MM of loan losses ...... so clearly they still have some branch generated HE portfolio in it of $3 8B!! !!
Chad M. Borton I Chief Financial Officer, Consumer Banking I JPMorganChase 8: Co. chad.m.borton@chase.com I V Office: (614) 213-9439 I 11 Cell: (614) 530-1191

I G='l

Ryan M McInerney/JPMCHASE
03/l9/200g 0727 PM

TOchad.m.borton@.jpmchase.eom (;(;scott e. powell@chase.wm SubjectECC & P&L

They just loaded what looks to be a pretty good break down ofECC HC and a high-level P&L broken out into Banking, HE, Online, Other. As we suspected, it looks like they created the P&L breakdown from scratch. Ryan

Ryan McInerney JPMorgan Chase w: 312.732.5445 m: 202.744.5789

----- Forwarded by Ryan M McInemey/JPMCHASE on 03119/2008 06: 17 PM ----IntraLin ks <pu blications_com ments@intralinks.com> TOlntraL inks Alert <ilalerts(ii.intralinks com> cc SubjectProJect Olympic - publication "3.4101 Retail Ops and ECC" 03/] 9/2008 06: 12 PM Please respond to IntraLinks <michacl.olson@wamunct>

Confidential Treatment Requested by JPMC

JPM_EX00003035

1. note from Mike Olson / Washington Mutual

The purpose of this message lS to notlfy you of a change made to the subJect item. can review the updated item by clicking on the URL below. 2. details publication type: 3.41 01 Retail Ops and ECC title: 3.0 Business Segment - Retail Banking folder: workspace: Project Olympic link: https://services.intralinks.com/AZ?i=76727072&w=586472&p=1

You

3. primary contacts David Bloch / Goldman Sachs 999-999-9999 david.bloch@gs.com Anand Krishnamurthy / Goldman Sachs 02120 902-5818 anand.krishnamurthy@gs.com Ishaan Pohoomul / Lehman 212-526-1954 ispohoom@lehman.com

fo rgot you r pa s s wo rd? h~~lLse~'J"1i:~._iI}tJ."_Cl,JJJ!}:..._"-c.9_TI1fAtml / v~s i tQf:( ~dEOIl t if~y~ s itQJ:' ~i_sp call our 24 x 7 global phone support service. Find the phone number closest to you by going to https://services.intralinks.com!numWorldwide.html or email us at support@intralinks.com

<ILJHKFQIKFIFQ>

Confidential Treatment Requested by JPMC

JPM EX00003036

Exhibit 29

Tod To: m.shanc.tilson@.ipmchasc.com, hrian.a.hcsscy@.ipmchasc.com, GordonJPMCHASEmike.cavanagh@jpmchase.com cc: 03110/200806:58 PM Subject: West FIILB Maturities

West has roughly $40B FHLB advances maturing in 2008 and $18B in 2009 (pg. 35). Not a deal killer but something to work out if this progresses.

~:~I West 4QQ]~x~dJncome InY~~191 Update~rulf Type: application/octet-stream Name: West 4Q07 Fixed Income Investor Update. pdf

Confidential Treatment Requested by JPMC

JPM EX()OOI.f957

Exhibit 30

SEPTEMBER 2008

~--------

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c::oIlfidential Treatment Requested_ by JPMC~__ _

JPM EX00031572
---~

--

--

CONFIDENTIAL

Table of contents
1. 2.
--3-;-~

JPMorgan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sullivan

a: Cromwell

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

P'NC .. ~ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4+---- -

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Confidential Treatment R~queste-=d--"b,--y-=-:JP=--cM--,--"C_____

JPM EX00031573

CONFIDENTIAL

1. JPMorgan

Name I Position
-~G_nqlt-

Contact details
-+ek
~12 270 2288 Mobile: [to be provided] E-mail: mike.cavanagh@jpmchase.com

EVP I CFO

Jay Mandelbaum EVPIStrategy Ii Develapment Exec Charles Scharf EVPICEO - Retail Financial Services

Tel: +212-2701049 Mobile: [to be provided] E-mail: jay.mandelbaum@jpmchase.com Tel: +212'270-5447 Mobile: [to be provided] E-mail: charlie.scharf@chase.com

. .
4p.~r@" ~ at~1l t1ank'l~#.

. . .

..
--_ - _: -: -

..

--

- -

--

_.

..

Name I Position
Scott Powell SVP I CEO Consumer Banking Ryan Mcinerney SVP I Chief Risk Officer

Contact details Tel: +212-270-4531 Mobile: [to be provided] E-mail: scott.e.powell@chase.com Tel: +312-732-5445 Mobile: 202-744-5789 Email: ryan.m.mcinerney@chase.com Tel: +614213-9439 Mobile: [to be provided] E-mail: chad.m.borton@jpmchase.com Tel: +614-213-1237 Mobile: [to be provided] E-mail: chuck.t.heiden@chase.com Tel: +614-213-3160 Mobile: [to be provided] E-mail: emmett.j.vollenweider@chase.com Tel: +312-732-6955 Mobile: [to be provided] E-mail: michael.cleary@chase.com Tel: +614-217'1084 Mobile: [to be provided] Email: cathy.kenworthy@chase.com Tel: +602-221-3465 Mobile: [to be provided] E-mail: christopher.j.henry@chase.com Tel: +212270-3928 Mobile: [to be provided] E-mail: kevin.watters@chase.com Tel: +212-552-9118 Mobile: [to be provided] E-mail: kent.w.ziegler@chase.com Tel: +937-433-8632 Mobile: [to be provided] E-mail: steve.a.bauer@chase.com

Chad Borton SVP I Line of Business CFO

Charles Heiden SVP I Senior Business Manager

Emmett Vollenweider Executive Vice President

Michael Cleary Executive Vice President

Cathy Kenworthy Senior Vice President

Chris Henry Senior Vice President

lV!

Kevi n Watters SVP I Business Banking Executive

Kent Zieller SVP I Line of Business CFO Stephen Bauer SVP I Risk Executive

JPMor-ganO

JPM EX00031574

CONFIDENTIAL

Name I Position Ina Drew

Chief Investment Officer

Contact details Tel: +2128345000 Mobile: 9175187287 Email: ina.drew@jpmorgan.com

TeI!~-2ftil8a.34"'~9~31H1---

Joseph Bonoeol e Managing Director

Mobile: 9174466285 Email: joseph.s.bonocore@jpmorgan.com Tel: +2128345002 Mobile: [to be provided] Email: althea.l.duersten@jpmchase.com Tel: +2128349445 Mobile: [to be provided] Email: david.m.alexander@jpmorgan.com Tel: + 2128347383 Mobile: 9178421959 Email: phil.lewis@jpmorgan.com Tel: +2128344460 Mobile: 9178466603 Email: joan.rogers@jpmorgan.com Tel: [to be provided] Mobile: [to be provided] Email: eric.m.splaver@jpmorgan.com Tel: + 2128345865 Mobile: [to be provided] Email: seva.o.levitski@jpmchase.com

Althea Duersten
Managing Director

David Alexander
Managing Director

Philip RenshawLewis
Managing Director

Joan ROlers
Executive Director

Eric Splaver
Vice President

Seva Levitski
Associate

.............. __ .......... .

Name I Position S. Todd Maclin

Head Commercial Banking

Contact details ...................... Tel: +2149652387 Mobile: [to be provided] Email: todd.maclin@chase.com Tel: +3123255159 Mobile: [to be provided] Email: glen.p.davis@chase.com Tel: +6022211368 Mobile: 6026148448 Email: chris.a.desavino@chase.com Tel: +3123365066 Mobile: [to be provided] Email: daniel.w.dorman@jpmchase.com Tel: +7132165364 Mobile: 7138266213 Email: james.hibbert@chase.com Tel: +3127325743 Mobile: 3129618039 Email: karen.l.parkhill@jpmorgan.com Tel: +2122700011 Mobile: [to be provided] Email: lori.pape@chase.com

Glen Davis
PftA Director

Christian Desavino
Head REB Housing Credit

Dan Dorman
Project Manager
IVl

Jim Hibbert
Head REB Commercial Credit

Karen Parkhill
LOB CFO

Lori Papa
Head Business Support Services ft Operations

JPMorganO

Confidential Treatment Requestedb),JPMC

JPM EX00031575

CONFIDENTIAL

Dick Wade Segment Manager

Tel: +3132563626 Mobile: [to be provided] Email: richard.wade@chase.com

Name I Position
Gordon A Smith

Contact details Tel: +3022823100 Mobile: [to be provided] Email: gordon.smith@chase.com Tel: +3022822919 Mobile: [to be provided] Email: jay.astle@Chase.com Tel: +3022824303 Mobile: [to be provided] Email: raymond.fischer@chase.com Tel: +3022824175 Mobile: [to be provided] Email: david.hoyt@chase.com Tel: +302282 7567 Mobile: [to be provided] Email: marge.hannum@chase.com Tel: +3022826173 Mobile: [to be provided) Email: jeff.courtney@chase.com

CEO - Card Services

Jay CAstle

Senior Financial Associate

Raymond Fischer

CFO - LOB

David Hoyt

Card - Finance Senior Director

Marie Hannum

Credit Executive
Jeff Courtney

Operations Director

..

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....

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Name I Position
David Lowman

Contact details Tel: +6367352121 Mobile: [to be provided) Email: david.b.lowman@jpmchase.com Tel: +7324528278 Mobile: [to be provided) Email: l.x.ramesh@jpmchase.com Tel: +6022214627 Mobile: [to be provided) Email: chuck.pursh@chase.com Tel: +7324528220 Mobile: 8622500161 Email: ravi.n.shankar@jpmchase.com Tel: +7324528696 Mobile: [to be provided) Email: william.j.murray@jpmchase.com Tel: +7324528799 Mobile: [to be provided] Email: david.n.nunn@chase.com Tel: +614422 7903 Mobile: [to be provided) Email: noah.d.pallone@chase.com Tel: +614422 7732 Mobile: [to be provided]

CEO I Home Lending

Ramesh L"kshmin"r"yanan SVP I Consumer Risk Mgmt Executive

Chuck Pursh

SVPICredit Risk Director

Rilvi Shankar SVPILOBCFO

William Murray SVPI Financial Analysis Director

David Nunn SVPlHome Lending Executive

Noah P"llone VPIOperations Manager

Brady Hicks

VPIOperations Manager

JPMor-ganO

JPM EX00031576

CONFIDENTIAL
.-

_._-

..

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

Name I Position
John Barren Senior Vice President Pat Carr
Vice President

Contact details t-'mai"l:'brady:tiyckS@chase:co"rii ...............................-..... . Tel: +614-422- 7190 Mobile: [to be provided] E-mail: john_barren@chase.com Tel: +614-213-4471 Mobile: [to be provided]
----~~-------------

---------------

--

-~~fnaTt:patridCm.caH@jpmcnase~com----~~~-------

Kim Greaves Senior Vice President Jim Miller Senior Vice President

Tel: +614-422-5748 Mobile: [to be provided] E-mail: kim.greaves@chase.com Tel: +972-444- 7943 Mobile: [to be provided] E-mail: jim.a.miller@chase.com

4P.Mi*~n ~Pl::sml!'.

:.

..

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Name I Position
David Brigstocke Managing Director

Contact details Tel: +2126481815 Mobile: [to be provided] E-mail: david.hc.brigstocke@jpmorgan_com

Name I Position
Sally Durdan EVPICorporate Finance Executive Corrine Burger SVP I Senior Controller M. Shane Tilson
MD I Treasury

Contact details Tel: +212-270-8805 Mobile: 917-574-3314 (h) I 917-722-1002 (c) E-mail: saUy.e.durdan@jpmchase.com Tel: +614-244-6067 Mobile: [to be provided] E-mail: corrine.m.burger@chase.com Tel: +212-2706857 Mobile: 3123437322 Email: m.shane.tilson@jpmchase.com Tel: +2122704181 Mobile: [to be provided] E-mail: m.shane.tilson@jpmchase.com

Paul Beinstein SVP I Strategy Executive

.
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JPMl#~ii ~ T"~M~"Y

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. ..

. . ..

. ..

...

..

Name I Position
Stephanie Mudick EVP I Head of Global Retail Strategy

Contact details Tel: +2122703797 Mobile: [to be provided] Email: stephanie.b.mudick@jpmchase.com

Name I Position
Adam Gilbert

Contact details Tel: +2122708928

JPMorganO

JPM EX00031577

CONFIDENTIAL

Name I Position Managing Director

Jim Oroho, Jr. Sr. Vice President Shannon Warren Managing Dlrector---Steven Mahns Vice President

Contact details Mobi le:~914882 -2851 E-mail: gilbert_adam@jprnorgan.com Tel: +212-270-2105 Mobile: +201-535-5562 E-mail: James.Oroho@chase.com Tel: +212-648-0906 ---Ik>bile: [r6oeprovlded] E-mail: warren.shannon@jpmorgan.com Tel: +212-648-0383 Mobile: [to be provided] E-mail: steve.mahns@chase.com

Name I Position
Martha Gallo EVP I General Auditor Jan Wilson SVP I General Auditor Pat Hurst Sr. Vice President

Contact details Tel: +212-270-3202 Mobile: [to be provided] Email: gallo_m@jpmorgan.com Tel: +614-213-4544 Mobile: [to be provided] E-mail: janice.a.wilson@jpmchase.com Tel: +302-282-1951 Mobile: [to be provided] E-mail: pat.hurst@chase.com

....

Jp.l~!)fp.il ~tfeidit

...

..

....

.:

...

'.:'.: :

..

....

..

.:

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. . . . . ..

. '.

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........

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....

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':.

Name I Position
Barry Zubrow EVP I Chief Risk Officer Jose De La Vina VP I Credit Risk Manager S. Imran Nawaz Asst Vice President I Credit Risk Analyst - Senior Paul Thompson VP I Risk Officer III
lV!

Contact details Tel: +212-270-0593 Mobile: [to be provided] E-mail: barry.l.zubrow@jpmchase.com Tel: +6022213384 Mobile: [to be provided] E-mail: jose.e.de.la.vina@chase.com Tel: + 602-221-3460 Mobile: [to be provided] E-mail: shazada.i.nawaz@chase.com Tel: +614-244-2353 Mobile: [to be provided] E-mail: paul.x.thompson@chase.com .................... -....................... -......... _.. .

Name I Position
John Bradley Director of Human Resources Nancy Li ndsay

Contact details Tel: +212-270-2935 Mobile: 917-912-9117 E-mail: bradley-john@jpmorgan.com Tel: +312-732-8111

JPMorganO
- ----------

CQllljdeIl!i(l1 Treatment Reque,sle.<iby JPMC

JPM EX00031578

CONFIDENTIAL

Name! Position

SVPi"Gene;.aiCOI.Jnsf!i
Edward McGann

Contact details ............................ MObHe:"[iobeprovidedj ............................................................. Email: nancy.lindsay@jpmchase.com

Executive Vice President

Tel: +21227D-6431 Mobile; [to be provided] E-mail;edward.l.mcgann@chase.com Tel; +2125526111

---- ----- -------- - ~ [to be provIded]

Brad Fusco

Senior Vice President

Kathryn Wikman

E mail: bradley.fusco@jpmchase.com
Managing Director

Tel: +212-2706080 Mobile: [to be provided] Email: kathryn.wikman@jpmchase.com Tel: +3123363853 Mobile; [to be provided] Emai I; anne.leydenChase.com Tel: +312325-3428 Mobile: [to be provided] E-mail: carlo.p.frappolli@chase.com Tel: +212552- 3372 Mobile: [to be provided] E'mail; ulissi_bernadette@jpmorgan.com

Anne Leyden

Senior Vice President

Carlo Frappolli

Human Resources Executive

Bernadette Ullssi

Senior Vice President

Name! Position
Brian Bezi nski

Contact detaUs ............................ Tel: +212-6481295 Mobile: [to be provided] Email: brian.m.bezinski@jpmorgan.com Tel: +212-6223255 Mobile: [to be provided] Email: charlton.h.chatfield@jpmchase.com Tel: +2122703220 Mobile: 202271-0650 Email: stephen.m.cutler@jpmorgan.com Tel: +312732-3171 Mobile: 8474776825 E-mail: dan.cooney@chase.com Tel: +2122700938 Mobile: 917 7346252 E-mail: neila.radin@chase.com Tel: +312732-5343 Mobile; [to be provided] E-mail: fay.triffler@jpmchase.com Tel: +212-622-3794 Mobile: [to be provided] E-mail: robert.kane@jpmorgan.com Tel: +732'452-8355 Mobile; [to be provided] Email: laura.ohara@chase.com Tel: +312-7324223 Mobile: [to be provided] Email: michael.lipsitz@chase.com

Executive Director! Compliance Director

Buzz H Chatfield

Managing Director

Stephen Cutler EVP ! General Counsel

Dan Cooney

SVP ! General Counsel

Neila Radin SVP ! General Counsel

Fay Triffler

ED! Assistant General Counsel

IVI

Robert Kane

Assistant General Counsel

Laura O'Hara

SVP! General Counsel

Michael Lipsitz

SVPI General Counsel

............................................. - ........ ".-.-.

JPMor-ganO

--

]PM EX00031579 ---~-

CONFIDENTIAL

. JP.'Milrpll - Other ($t~rat~

... ..

.
.

Name I Position
Frllnk Bisilnllno Chief Administrative Officer Lou Rauchenberaer MD Et Corporate Controller Don McCree III Head of Corporate Treasury and MEtA Julia Bates Head of Investor Relations Takis Georlakopoulos Sr. Vice President Bill Kaler Managing Directar

Contact details Tel: +2122707732 Mobile: [to be provided] .-. E-mail:ffank;j ;bi5i~mmo@jpmel1ase. eom Tel: +2122703632 Mobile: [to be provided] Email: louis.rauchenberger@jpmorgan.com Tel: +2122704360 Mobile: [to be provided] Email: donald.mccree@jpmorgan.com Tel: +2122707318 Mobile: [to be provided] Email: julia.b.bates@jpmorgan.com Tel: +2122704827 Mobile: [to be provided] Email: takis.p.georgakopoulos@jpmchase.com Tel: +2122703313 Mobile: [to be provided] Email: william.r.kager@jpmchase.com

J.1:iM(it'~n -:T,u :::.

Name I Pos; tion
Ben LopatA Managing Dlrectar Mark Frediani Managing Director Allen Friedman Managing Director Mike Alvino Vice President James WeYlint Managing Director Thomlls Wilson Financial Director

::".

:: ,,:'.

.:

'.

. :.

:.

'.. :

: ... : . ::'.

.:'

'. :. :... ......

:..

::

Contact details Tel: +2125521040 Mobile: [to be provided] E-mail: lopata_benjamin@jpmorgan.com Tel: +2125521124 Mobile: [to be provided] Email: frediani_mark@jpmorgan.com Tel: +2125521039 Mobile: [to be provided] Email: friedman_allen@jpmorgan.com Tel: +2125520130 Mobile: [to be provided] Email: michael.alvino@chase.com Tel: +2125524891 Mobile: [to be provided] Email: weyantjames@jpmorgan.com Tel: +2125524893 Mobile: [to be provided] Email: thomas.c.wilson@chase.com

lV>

Name I Position
Tod Gordon Managing Director

Contact details Tel: +2122706575 Mobile: 9148747180

JPMol"ganO

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

JPM EX00031580

CONfiDENTIAL

Name I Position
Darren Gebler 1st VP Brent Barton
Vice President

Contact details ...................................................... E:mai"l:icxigc)rdon@}pmctiase:coii-;........................ . Tel: +212-270-6359 Mobile: 914-564-1237 E-mail: darren.d.gebler@jpmchase.com Tel: +212-270- 3254 Mobile: [to be provided] - -- -----~ - - - . F---ma1T:l5rent. oarton@Jpmcnase.com Tel: +212-270-6358 Mobile: [to be provided] E-mail: eve.ngan@jpmorgan.com Tel: +312-732-8902 Mobile: [to be provided] E-mail: rodd.k.specketer@jpmchase.com Tel: +212-270-4829 Mobile: [to be provided) E-mail: pandora.setian@jpmorgan.com Tel: +212-270-6293 Mobile: [to be provided) E-mail: adam.t.guthrie@jpmchase.com Tel: +212-270-2236 Mobile: [to be provided) E-mail: lisa.m_maus@jpmchase.com

Eve Ngan Vice President Rodd Specketer Vice President Pandora Setian Vice President Adam Guthrie Associate

Usa Mlus
Analyst

..

'JP-~/j

-C'Ortf;,.MIl:Ai

..

...

,-,

....

..

........

.....
..

..

...

.....

.....

...:........

.... . ....

...

..

..

Name I Position
Brian Bessey Sr. Vice President Alice Un Vice President Giuseppe Incitti Analyst

Contact details ....... -.................... . Tel: +212-270-5553 Mobile: 203-940-0943 E-mail: brian.a.bessey@jpmchase.com Tel: +212-270-9037 Mobile: [to be provided) E-mail: alice.lin@jpmorgan.com Tel: +212-270-8313 Mobile: 917-456-7360 E-mail: giuseppe.x.incitti@jpmchase.com

Name I Position
IV>

Contact details Tel: +212-622-7272 Mobile: 917-593-6069 E-mail: tim.main@jpmorgan.com Tel: +212-622-6115 Mobile: 917-596-9378 E-mail: fernando.rivas@jpmorgan.com Tel: +212-622-2431 Mobile: 773- 343- 3226 E-mail: gregg.b.gunselman@jpmchase.com Tel: +212-622-6321

Tim Main Head af NA FIG Managing Director Fernando Rivas Co-Head of Banks Managing Director Gregg Gunselman Executive Director Frode Ri ksfjord

JPMol"ganO

CorlfidentiaITreatm~nt.!t~qu~stcdJ>y JPMC:;.

__ ~ ______ _

---

- - - - -- -

JPM EX00031581

CONFIDENTIAL

\iicePresideni
Sean Carmody
Associate

Name I Position

....kiirie:i,4i;:zs;(S92(;
E-mail: frode.x_riksfjord@jpmorgan_com Tel: +212-622-0741 Mobile: 917-940-2308 E-mail: sean_d.carmody@jpmorgan.com Tel: +212-622-2193 MOblle: 202-299-6303 E-mail: scott.r_hynes@jpmorgan_com Tel: +212-622-6981 Mobile: 919-260-9374 E-mail: vishal.x.idnani@jpmorgan.com Tel: +212-622-8535 Mobile: 847 -707 -7982 E-mail: genevieve.e.hovde@jpmorgan.com Tel: +212-6226367 Mobile: 518-774-0135 E-mail: candice.m.corvetti@jpmorgan.com ................................. ..... .

Contact details

Scott Hynes
ASsociate

Vishal Idnani
Analyst

Genevieve Hovde
Analyst

Candice Corvetti
Analyst

...........................................................................

Name I Position Dou8 Braunstein

Head

Contact details Tel: +212-622-1020 Mobile: 917-837-6775 E-mail: douglas.braunstein@jpmorgan_com Tel: +212-834-3450 Mobile: [to be provided] E-mail: therese.esperdy@jpmorgan.com Tel: +212-270-3518 Mobile: 917-562-5671 E-mail: brian.keegan@jpmorgan.com Tel: +212622-5574 Mobile: 917-414-3549 E-mail: kevin.d.willsey@jpmorgan.com

o! Americas IBC and MEtA

Therese Esperdy
Heado! DCM

Brian Keepn
Managing Director, CSAS

Kevi n Willsey
Heado! ECM

tV'I

JPMol"ganO

-- - - - - - - - - - - - - - - - - - - - -

JPM EX00031582

CONFIDENTIAL

2. Sullivan 8: Cromwell

Name I Position
H. Rodlin Cohen

Contact details
~

Partner
Mitchell S. Eitel

Tel: +212558 3534 Mobfie:-[to be prOViCeOJ--~-------Email: cohenhr@sullcrom.com Tel: +212~558~4960 Mobile: [to be provided) Email: eitelm@sullcrom.com Tel: +2125584000 Mobile: 212558~3373 E~mail: ormec@sullcrom.com

Partner
Camille L. Orme

Associate

JPMorganO

10

Confidential

Trcatm~tjtequested

by JPMC

JPM EX00031583

CONFIDENTIAL

3. PWC
PWC - Acco;untlns' .

Name I Posi tion

Contact details Tel: +646-471-8388 Mobile: 203" 722-0458 E-mail: robert.p.sullivan@us.pwccom

Bob Sullivan
Pric:ewatemouseCoopers

fVl

JPMorganO

11

Exhibit 31

I. ,',I'

robert.p.sullivan@us.pwc.com To: louis.rauchenb~ger@jpmorgan.com, warren_shannon@jpmorgan.com cc: 07/221200807:35 PM Subject: Wamu credit slides

These are worth a quick flip, I am sure Sally and Corrine are allover this .... (See attached file: Wamu credit-pdf.zip)

Robert P Sullivan I PricewaterhouseCoopers I Telephone: +1 646 471 8388 I Mobile: +1 203 722 0458 I robert.p.sullivan@us.pwc.com Thoughts don't need paper to take shape.

The information transmitted is intended only for the person or entity to which it is addressed and may contain confidential and/or privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended reCipient is prohibited. If you received this in error, please contact the sender and delete the material from any computer. PricewaterhouseCoopers LLP is a Delaware limited liability partnership.
j""""""""'"'''''''''''''''''''''' " .. " .... " .... , .... " ............ , ........... ,;:,;.;,;, .... ;"'; .. , ...... ; ....... ; .... ,; ...... :

l )~I Wamu credit

) ', .. ',

pdf.zip Type: applicationl~ip . j : Name: Wamu credlt,Ydf.ZlP 1

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.,' ....-,',..'"'.- ,,.ua.-.-... , '..u.....-. ..........,., . ....." , .. ,....N. ......UIl ....N

Confidential Treatment Requested by JPMC

JPM_EX00027993

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

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

..

-----~---

..

---.----

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

o o

co

Confidential Treatment Requested by JPMC

JPM_EX00027994

()

~ :

,I I I

~ 3
a
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Loan Portfolio Mix

Single Family Residential loans $190*0 down to $181.5
po
'Vi' c: .2 :0 .5
~ -.....

I
I
I

.8 g
8'<
CT

I I
I

()

! 1$54. 4 up to $158.1

$61.0 $60.4

Q)
~

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.2
0... -0

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$2.4 $2.1

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4Q f07

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& Co

g
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III

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Option ARM Portfolio

W*~!!~
11'~

j'
$

8.

~
'Ul

Amount by Wl1ich the current plincipa; bal3nce exceeds the original

",.',kin",11

Loan baiance

-+-Annualized NCO Rate

$80 T $70 $60

$71.2
$0.16

!l~QO~t

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c:

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CD

s3.00G !1b /o
c:
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$4{1

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2.00(;1.-;

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$10
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$20

$18.2
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$16

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0

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$0
3Q

s. 4Q 2008

2009

2010 Recast Year

2011

2012+

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Dat.a as of 6j30/08. lA.sslHnE.'S that ail b..'1i<mCf:S recast no e~~liE;~~1a~._~Yf?.<:~~_a~::r ori~ir~tjon and flO

-.l -.0 -.0 -.l

c.

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9
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Other Prime Portfolio

2-

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.......
c '"

$70 T

II I
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T 2.10%

~ :c $60 .S
~ $50
10

+
$43,7
$42.9
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1.50%
1.20%
):0

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Home Eq

LOC

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$70
'VI 560 c: .
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6.00%

e
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$50
~:IjO

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2.U()%

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Balance

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EXPOS~~e
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uctions by ClW 1 ,2
<::.:60%

71-80%

>90%

(in billions)
$58.7 "'-,,- Down 300/0 "'-,"'-,
"'-,

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Partial
Draw Zero Draw
Dec'07

June'OB

~65%

'-

3::

"d

IThe balances Sf:own are fer aCCQlmts e.xi~tjng in beth periods and exclude accounts for "(;l,rrent combined 1000 to all}e (CLTV) ratos <.ife caicU!ared using estirnales of potentiai . r.orti011s t.hat are GJrn.':nth' unCrawn) with sp-t',:fic analysis using AVI'-~s, BPOs, appraisals,

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Equity Loans
=m Horne Lo<!!\S

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-'".jf-SubpTlrr.-<: :-lome Equity NeG Rate
'~"V

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loa~

NCO Rate

$25

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t

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losses

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~

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Nonperl'orming loans
FQl'cdoscQ Assets Nonperi'ormil'lg As.'Sets as of Total Assets
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$275
U.57";.b

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2006

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Confidential Treatment Requested by JPMC

JPM_EX00028009

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Option ARMs by Metro Area

caHfornia
Los Angeles Santa Ana

E ~
[
~

$7.0

:l.35%

::a
~

3.0
2.6

5.00%
4.55%
2.77% 5.34("
3~45~a

San Diego

s',n Fnm<:isc(l
Oakland San Jose Riverside
Saerameoro

2.4

n.
2.0

1.6
~;.c.;

7.74%
S.92i.}~

"0

Oxnard
Other
Florida
Miami

0.9

3.79%

3.8

5.10%

$1.8

1.2$4%
11.14%
S.35"~l

fort lauderdaJe
West Palm 8ea<:h

1.2
0.9

Olfler
N<ow Ycrk Mflltro
f\rq-.ll;

2.9

Seattle
Nassau, NY

2.5 1.n
0.9
1.2

4.49%
~.16~b

5.53%
8.37%

Chicago
Pooeni){

0.9

6.84%
4.4n'Y;,1
2.99~~

1.7.
t:. ..J
~.,

11.S

~
X o o

N 00

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t
Eo

r g
2.
$

~ a

Option ARM Portfolio

2004 &. Prior
<:=50(}/o

2005
$627
~:1;;o
,..",~~.

2008

Total

~1.

Total %
6C~c

$1/037
$1,238

$387
rl-..,-'" ~.II.J

$15
~"'J
-";-0

~2(764

>5f.l-.6()O/(j
>60~70%

$4,2.07
$12,718

"''tel

o,~

$3,.870
$7 J 49 1

$3,085

$2,527

$74
$92
$21

24t"lo

>10-80% >80-90%
>9OUIu

$6/479

$7 . 308
$<142

$29,433
$2,701

56%
!'j~~

$898 $259
$14;793
28l~'C

$'tSO

$92
$111 639

$12S
$11,562

$2
$233
1%
70~/"

$600
$52,423
100%
72~/~

1~~
100(/~

Total $1 Total /0
AverageOl'igimd lTV Avg Estimated Current lTV:!

22%
72(Jf.;.

2.7..C/o
73%

71%
50~ji}

74<'1"

84%,
700
5.49%
8~50~lo

71'YQ

70~/t

Average Original fICO

Delinquent 30-89 OaysM Nonpeli'orming 3

688
2.97lY<l

702
4.05%
5.61~~1

729
5&S5\lJ~'

701
4.22%
6.161.')

<1. ()"rcl:1

O.22"k

lExcludes accounting adj=Jstmem:s and invalld vintage and OLTV values; negative amoti-:7::otir." ~Estirnated loal1-to-value calQJiation based on OFHEO March 2008 data (released May 3Inv<lHd vintage exduded.
'tTl

X o o o
N

00

VI

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g

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r a
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en

Other Prime Portfolio

_ _,..."' ......'......0'1'0~ _ _ .... _ _ ..... _ _ , _ _ _ _ _ _ _ _ _. _

8-

20Q4 &. Prior

2005
$534

2006
$364 $597

1007

2008
$502

<=50%

$2,344
$2,472
$4;64!~

I I

~,O24
I

$5,768 $6,765

11%

>50-60%

$755
$1,]82 $3,980
$183

I
I

$~,435
$' ,2<:1

$505

>60-700/0
>70~80o/e

$1,125

$1'14
$1,J.79

I
i
!

13(10
- .... n' Lt,e

$12,!i67
$23,561 $1,906

$7,131.
$76f;

$2}322
$118

$~t949
653

%%
4k
.IC 2'

>80-90% >90%
Total $1 Total %
Average Original L1V

$704
$18,056 35%
68%

...

$95
~

$59
$4,585
9('1:;
70(Y~

$192
"'Po ""'),,
~~--

I
I
I

272

~.: ! #10'.) .?1. !""8

"'C:1 .."oc: ~Jkl' J

$7(330
14~ic

~H ,574

-3 '_U => ' 1~'\

6%

10D%

I
I
I

36~/o

70~"c
66~v::;

59% 72%

66o/a
66%

I J
I

100%

68ty"
62%
717 1.53% 2.95%

Avg Estimated Current l1V2

Average Original fICO

46t!'i: 709

74%
7- ")

I
12 .

711
1.40%
2.97%

,.1,:..

725
9~ia

740
O.cSry:. O.30c/.:-

Delinquent 30-89 Days3,4

Nonperformlng~

O.90f !fc:
2.18%

2. 15Cjc
4.54~1:;

I 13. 74"/0

accounting adjustrnent<; and invalid vlntage and OlTil values. ic=an-tD-value calculatOr! based on OFHEO Ma:-ch 2008 data {!~Ieased Nay "Invalid vintage excluded.
"E.~imated

~E.xcludes

I~
IV

o o

00

0.

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R-

5.

et -l a !!a
<1l

a
3

E
~
8<=50o/a
$195 $231 $485 $1:502 $1:604
"

Subprime Mortgage Channel

--$9B
$135
$301 $2,058 $1,063

2005

$218 $208 $462

$2,052 $1,784 $1:579

i 557
1
I

$0

$568

'!~~
4~~.

>50-60% >6010%
>70~80o/o >SO~90%

I I ~>l"
I

. I I ~196 I $752 i I r
i

ii-v",

$0
$0
$0

$656
$1,444-

91.Ye

$0,364
$5,D33
$1,918 $15,983
1000i(;
8OU/o

40%
31%

! ,I
I

~582
r

$0

>90%
.,.

_..

...

- ......

$2$
~

.........

$108

Total $1 Total %

$'t,04S
25"/1)
77O,'r;

$3,763

$6,30.3

tt:t-' $] I I !"
8?)

I I t203
I I

$0
$0
0%

12'!..o
lOO'Yo

24'%
79"/<)
73%

39%
~n/'')

I
I i

12% I I
I

Average Original lTV

Avg Estimated Current LTVs

30%
I

N/A

58%

84v.lG

83~'CJ
I

NjA
N/A

7r:.'" .,-'0
64"'
~

Average Original fICO

Delinquent 30-89 Day;;4S Nonperformlng4

625
4.1Q"k

631
7JJ7%

661
6.82(;/;:
I
I

632

...

19['8J 01 ; ~! JoO

,
.

NjA
N/A

6.4ec:tc

14.50%

26.19%

17.47(!/"
,

17.87'~o

18.82'Yo

lExcludes accounting adjustments and invaHd vintage and CLTV \lalues. ! I 1Qriainat:ofl loant.ovalue used fol' 1st Hens and (ornbifled loanto-vaiue used for 2nd liens. ~Estirnated iocn-to-value calculation based on OFHEO March 2008 data (released May

; I
i

200p).1
i
.

I!
o o

~InvaHd vintage exc~uded.

SCornp!.lte6 as total oelinquencies less n~nnPtfnrmin,1

o
o

-l

N 00

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S.

E
c:
Q

I
1X
0..

a ..., iil ""

1st & 2nd lien Home Equity

2004 &: Prior
<:::SOOk
$2,83't

(")

-----$1,308

2005

2006
$1,385

2.008

$239
$116

$7,2:;6
$4,S<l7

12%
.u 8''''
13,!/(!

>50-60/0
>60-70%
>70-800jo >80-90%

$1,848 $2,749
$6,334 $2,718 $541

$932
$1,528 $'!;.311 $3,904 $189 $12,172
20f)/~

$909
$1,443

1$1~724

$187

$7,631 $19,627 $18.300 $1,384

53;107
$5,223

I 1$'~~94S
I
"'~~C;4

$327
$101

3':.,0 ' .1

~o

~ ("'J'

31%
3~Yw

>90 c/o

$200
$12,867

J451

Total $1 Total 0/0

Average Original lTV

$17,024
29% 69%

I ~ H~rOfl9

$3
$'Y7"> -',.)

$59,C45

1.00i.!!0

22."/e:
75%
78!..Yo

f7O/(;
I

210
63 0/0

100':Jj.:;
73'% 6g:-<)
731
1.50:~;"

7;("~

Avg Estimated Current LTV2

Average Original FlCO Delinquent 30-89 Days3,4

5:J.%

69% 734 1.36%

736
0.64%
1.18%

727
2.03'~e

I rrCA boo, Ir I i724

Q (;

'0

540/"
746

12 .. r . ' ~~t'o;. I

I~

1..21oiQ
0.44%

Nonperforming:;

2A8O,'c

3.6S'Ye:

13~~orro

2.58'Yo

::a
IS::
tIl

!f.xcluds accounting adjt,;stment~ and invalid vintage and CI.TV values. 2&'tlmated loan-f:o-val~lf;'. c~ln:lal.ion based 0:'1 OFHEO r~]arch 2G08 (Jata {released May ~Inval:d vintaG- exchJOf. .d. ';Computed as total deHnquen.::;es ier .:; nonpelforrninQ loans. ...

o o

00

00

(')

g.
p:..

~
~ a

2nd lien Home Equity Portfoli

2{}04 & Prior
_"' _ _ _ _IR

E
~

I
~

<=50%

- ----_.... $1,032 $644

$955

2005

$856
$773

20~_t+t07
1

f740" ... -~ '$106

$79

2008

$3,378 53,164

8~;l~

>50-60%
>60-70%

$646
$1,17Q

f711

7~~

$1.,632
$4,117

$1;284
~3,353

i I$J 1201
$1,527

$J26
$217

>10-80% :>80-90%
>90%
Total $1 Total %

$3,469 $3,549

i
I

i ,

$5,413

12%

$14,683
$15,901 $925
..,.,

34%
37')1(;

___ _--.......
......

$2,270

$5,026
$165
~~--

$~,O14
1

$42

$262

$77

,..

t418

$3
$573 1%

$10,268

$9,555 22%

$11;457
26"h
77%
80% 726
I
I

,'I ..611
I
I

i
I
i
;
I

$43,464
100%
76%

.-

2%

10{),=1(;

240/c-

'270/0
~8%

Average OriginatlTV
Avg Estimated Current LTVz

72'Vo
!i5%
7~~ -J-J

76(lfo

650/0

73 c/o
"'~1 I.J~

82(!' roO

6;':-0,

I
~

"'..,! ..dl

73%
728

Average Original FICO

Oelinquent 30-89 Oays3,4

I
I

722

746
O.78~1.')

0.81%

1.52"1<) 2.55t1:;

2.15%
3.69~~

12. '8{ltO
l-:)

I
!

1.71% 2.7D%

Nonperforming3

L21!:/C

I oJ,

'9~~:3

0.16%.

I!
o
N

lExdL:des accountjng adj:.;stment5 and invahd vintage and CL1V valu('s. 2Estimated loan-to-value calculation based on OFHEO f"iarch 2008 data {released Hay 3Invaiid vintage excluded.

~
o

00
-0

Q.

~
~

fa

~
g

~
!=:

Cautionary Statements
This pr~~ntation contains forward-looking statements, which are not h These forward-looking statements are within the meaning of the Private ,;><;;....WIIU~,;)1 forward-looking statements include, but are not limited tOr statements about and other statements contained il1 tl-)is document that ore not historical facts. "expects! " "anticipates," "intends ""plans," "believes, "seeks/" "estimates," conditional verbs, such as '\viH " ('would." "should/"'could/' or "may" are genera statements. These forwardlooking statements are inherently subject to cinnH~;T...+-1 uncertainties and contingencies, many of vJhich are beyond our control. subject to assumptions witll respect to future business stra~ies and decision/) differ rnaterialiy from the results discussed in these forward-looking under the heading "factors That r"1ay f.\ffect Future Results" in Washington r"l amended r and Quarterly Report on form 10"Q for the quarter ended fYlarch 3
(1

E
~
(')

operating results. 1995. These exP.'ectations and inl-entions words

EconomIc conditions titat negatiVe!y affect rlOusing prices a,'Ui tl"Je job m;frkp/" io a detelioratfOn in credit quality of the C:Ofl1pany's loan portfoifO. Access to maf"ket"based liquidity sources that ma)l be negati~-eI;I ilJ10llctari dow:7grades occur and could lead to increase:! funding costs llhd redu~ Thr:J need to raise additional wpital due to sP:1nir7cant ac.-rfitionaf losses . shart:i?olders and cOllld affect the ability to pay divdel1ds.

may continue to reSl.lit,

or iffurtlJer ratings

" " "

"

Changes io interest rate.:<i.

Fe.iJtures of certain of the Cornpan.v"s loan products that may I"f'.5Ult in Estimates used by the C?mpany to determine the fair valUe ofcertain
;r;;+~dvf

io significant ,"l1ange..<:: iIi vaiuaUon.

..

"

I'Vlri-f"Y>li/l ar:<f our abi/J~v to Risks related to the Comparws credit (.ara operations tbat CoUld continue growing tIle credit card business. OperatIonal risk: wllich may resuit ilJ /nc"Umr,g fioam..ial and repd~7tiona! Failure to cOt/lply with laws and tfJgu!aticns. Changes in tbe regulation offinanci;a! services companJ~ housing gover~m.et7t!iponsored ente1prfstts.. mortgage originators arld sel14ce~ and a-edit card fenders. G=ffera! bUS!:7es~ economic and market con(/ftiorlS and continued deteridraf!o(J II? tl7ese conditions, r-amag~ to the C.ompany~ [);'"!.)("t:'Ssiona! reputation and business as a resJ,lt btr:Jlegat!of}s and negative public opinion as well as penc!ing and threatened litigation. Signilfc2nt competition fiom banking and nO/lbanking cJ:1Jp8nies.

l~
o o
N N

There are other factors not described in our 2007 Form 10-K, as amended! 2008 which are beyond the Company's ability to antiCipate or control that

ended March 31,

00

Exhibit 32

-SaDYE ----------io:-"eorrinc Burger" <coninc.m.hurger@cnase.com>, "Paul BemsreiTI"Durdan@JPMCHASE<pau!.s.beinstein@jpmchase.com>, "Dml Cooney" <dan. cooney@chase.com> cc: 09118/2008 11 :24 PM Subject: Fw: FDIC Resolution Methods

Sent from my BlackBerry Wireless Hmldheld

----- Original Message ----From: robert.p. sullivan Sent: 09118/2008 10: 18 PM AST To: Sally Durdan; Shannon Warren Subject: Fw: FDIC Resolution Methods

In case this may be helpful to your teams ....

----- Forwarded by Robert P Sullivan/US/ABAS/PwC on 09/18/2008 09:53 PM ----Gary Welsh
09/18/200812:30 PM local: 703-918-1432 Inti: 813-281-6589 (Right Fax) Mclean, VA

To: cc: Subject:

Robert P Sullivan/US/ABAS/PvvC@Americas-US FDIC Resolution Methods

US

Bob, My memory was partially right on remembering a form of loss sharing; however, as discussed below, the bank typically takes the bad assets and the FDIC provides the loss sharing. The FDIC has published a Resolutions Handbook which describes virtually all aspects of the resolution process for failed or failing banks. I am attaching below what appear to be the two most relevant chapters - The Resolution Process and Purchase and Assumption (P&A) Transactions. The Handbook generally indicates a strong preference for the acquiring institution in a P&A transaction taking as much of the assets as possible of the failed institution and having a loss-sharing agreement with the FDIC whereby the FDIC would take most of the losses on questionable assets (typical loss sharing on commercial loans or commercial real estate loans has been 80% (FDIC) and 20% (AcqLJiroIl. The FDIC preference for this method is based on the belief that once assets go into receivership at the FDIC they lose most of their value and become firesale items. The FDIC believes assets retain more value if held in the private sector. The FDIC usually reimburses the acquiring institution for 80 percent of expenses (except overhead and personnel) incurred in relation to the disposition or collection of the shared loss assets. During the shared recovery period, which runs concurrently with the loss share period, the acquiror pays the receiver 80% of any recoveries (less and recovery expenses). See attached Chapter 3 - Purchase and Assumption Transactions, at pages 11-17 The. opPQ~it~ [Jrocess - th~ aC~LJi [orcjQejin't ta ke th~ l:>~tctllssets but i nsteacJ Qffer~ the FOI_C_~_ form of los~ sharing/guarantee on those assets- isn't discussed in the Handbook, but there is nothing to prevent it from being an option. However, the FDIC, by law, has to choose the resolution alternative in which the total amount of the FDIC's expected expenditures (including any immediate or long-term obligation and any direct or contingent liability for future payment) is the least costly to the deposit insurance fund of all possible methods for resolving the failed institution. If it could be shown that the loss sharing/guarantee method offered by the acquiror was less or no more costly than the more typical FDIC method where the acquiror takes the assets with FDIC loss-sharing, it would theoretically satisfy the tests. The least-cost formula is pages 9 and 10 of Chapter Two - The Resolution Process.

Confidential Trcat.IJl.ent_Rcqucstegby JPMC

JPM_ EX00031860

On larger institutions, the FDIC has typically used a Bridge Bank option which is essentially a P&A in which the FDIC acts . as a temporary acquiror. This option is not available for thrffts, wffiGR. must be put inGGRservatorship instead- e,9., IndyMac. Closing and selling the Bridge Bank or a Bank in conservatorship allows the FDIC more time to market the institution. More recently, when Bridge Banks have been sold there has been an FDIC loss-sharing arrangement on the bad assets. See attached Chapter 3 - Purchase and Assumption Transactions, at pages 17-22. Some Questions (Weiss is of course the capital guru) If the FDIC agrees to take 80% of the loss on the bad assets taken by the acquiror, does that reduce the riskweight on the 80% portion of those assets to zero percent? If the. .a.cquiror_QrQ.Q0ses IimitedIQs.s-sh~ringinste;;ld of taking the_Qfi<t.a.Ssets.,.doesJtHLfimuirQralsohave to agree contractually with the FDIC to service/collect the bad loans as a way of keeping them in private hands and having the same value as if taken by the acquiror. In other words, would the acquiror be expected to perform the collection role (with 80% reimbursement) even though it was not the owner.

Hope this is helpful. Best regards Gary

Gary Welsh, Managing Director PricewaterhouseCoopers LLp Financial Services Regulatory Practice Q, www.pwcregulatory.com 1800 Tysons Boulevard, McLean, VA 22102

if

(703) 918-1432 Fax: (813) 281-6589 rs=:s: gary.welsh@us.pwc.com

-2J

~~~l Res H'lI1_db()ok ch3pas~<.iLzip Type: application/zip

.Name: Res Handbook ch3pas~df.zip

odf.zip Type: application/zip Name: Res Handbook ch 2 res

111 Res Handbook ch 2 res process

process~df.zip

The information transmitted is intended only for the person or entity to which it is addressed and may contain confidential and/or privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited. If you received this in error, please contact the sender and delete the material from any computer. PricewaterhouseCoopers LLP is a Delaware limited liability partnership.

ConfidentiaJ. TrcatmenlR-.cquestedby 1P.MC

JPM EX00031861

Exhibit 33

.. _---

-_ ....

-_ .. _... _-

.....

_-

_ __.... ....

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

_.. __ ..-

.. _.... _--

Clerk of the House of Representatives Legislative Resource Center B- I 06 Cannon Building Washington, DC 20515 httQ:/!Iobbyingdisclosure .house. gov

Secretary of the Senate Office of Public Records 232 Hart Building Washington, DC 205 10 httQ:llwww.senate.gov/lobby

LOBBYING REPORT
Lobbying Disclosure Act of 1995 (Section 5)
1. Registrant Name

- All Filers Are Required to Complete This Page

Self Employed Individual

Organization/Lobbying Finn

Equale & Associates

2. Address Address 1 City

o Check if different than previously reported

11400 SPUR WHEEL LANE
Address2 State

POTOMAC

MD

Zip Code 20854

Country

USA

3. Principal place of business (if different than line 2) City 4a. Contact Name State b. Telephone Number c. E-mail Zip Code
-

Country 5. Senate ID#

International Number

PAUL EQUALE
7. Client Name

(301) 299-4168
Self

paul@equale.com

86711-1001616
6. House ID#

Check if client is a state or local government or instrumentality

JP Morgan Chase
TYPE OF REPORT
8. Year

365760001
2008
0
QI
(111-3/31)0

Q2

(411 - 6/30)

Q3

(711-9/30)

Q4 (10/1 - 12/31) 0

9. Check if this filing amends a previously filed version of this report 10. Check if this is a Termination Report Termination Date

0
11. No Lobbying Issue Activity

INCOME OR EXPENSES
12. Lobbying

- YOU MUST complete either Line 12 or Line 13 13. Organizations EXPENSE relating to lobbying activities for this reporting period were:
Less than $5,000

INCOME relating to lobbying activities for this reporting period was:

Less than
~5,000

0 0
$

0 0
$

$5,000 or more

37,500.00

$5,000 or more

Provide a good faith estimate, rounded to the nearest $10,000, of all lobbying related income from the client (including all payments to the registrant by any other entity for lobbying activities on behalf of the client).

Check box to indicate expense 14. REPORTING accounting method. See instructions for description of options.

0 0 0

Method A. Method B. Method C.

Reporting amounts using LDA definitions only Reporting amounts under section 6033(b)(8) of the Internal Revenue Code Reporting amounts under section 162(e) of the Internal Revenue Code

Signature

Filed Electronically

Date

10/16/2008

Printed Name and Title

v6.0.lf

Paul Equale, President

1 _ Page__ _ of_2 _

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

-------------------------------,

Registrant

--~-------------------------------

Equale & Associates

Client Name

JP Morgan Chase

LOBBYING ACTIVITY. Select as many codes as necessary to reflect the general issue areas in which the registrant engaged in lobbying on behalf of the client during the reporting period. Using a separate page for each code, provide information as requested. Add additional page(s) as needed.

15. General issue area code 16. Specific lobbying issues

IBAN

L -_ _ _ _ _ _- C L_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

[[BANKING

(one per page)

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

Credit Cards, Student lending, Regulation

17. House(s) of Congress and Federal agencies

Check if None

U.S. HOUSE OF REPRESENTATIVES, U.S. SENATE

18. Name of each individual who acted as a lobbyist in this issue area
First Name
[paui-~--------------

. -:] [~q-ua~le.- - - - ] I

Last Name

Suffix

Covered Official Position (if applicable)

New

[-

I I
1-

I I
_HII__

I I
][
][ IIH __ _

o o o
_JO

[11.____

JO
!O

II

II

I
r

~I
mm _ _ _ _ _ _ _ _ _ _ _ mm _ _ _ _ _

L __

I 10 II II lo JL___._._. _ .~.~J l. _______J l~____ . . _ ~__ . _ . ___ . ____ . __________. ___._. .___. ~: 0 _ __
o
Check if None

19. Interest of each foreign entity in the specific issues listed on line 16 above

Printed Name and Title

v6.0.lf

Paul Equale, President

Page _2___ of_2 _ __

Clerk of the House of Representatives Legislative Resource Center B-I06 Cannon Building Washington, DC 20515 httQ:!Ilobbyingdisclosure.house. gov

Secretary of the Senate Office of Public Records 232 Hart Building Washington, DC 20510 httl1:llwww.senate.govllobby

LOBBYING REPORT
Lobbying Disclosure Act of 1995 (Section 5)
1. Registrant Name

- All Filers Are Required to Complete This Page

Self Employed Individual

121

Organization/Lobbying Finn

Mr. RICHARD F. HOHLT

2. Address Address I City

o Check if different than previously reported

7901 KENT ROAD
ALEXANDRIA
State Address2

VA

Zip Code 22308

Country

USA

3. Principal place of business (if different than line 2) City 4a. Contact Name State b. Telephone Number c. E-mail Zip Code
-

Country 5. Senate ID#

International Number

RICHARD F. HOHLT
7. Client Name

(202) 833-4146

rick@hohlt.com

18433-146
6. House ID#

Self

Check if client is a state or local government or instrumentality

J.P. MORGAN CHASE & COMPANY

TYPE OF REPORT
8. Year

313830013
0 0
II. No Lobbying Issue Activity Q2
(4/1 - 6130)

2008
0

QI

(III - 3/31)

Q3

(711-9/30)

I2l Q4

(1011 - 12/31)

9. Check if this filing amends a previously filed version of this report 10. Check if this is a Termination Report Termination Date

INCOME OR EXPENSES
12. Lobbying

- YOU MUST complete either Line 12 or Line 13 13. Organizations EXPENSE relating to lobbying activities for this reporting period were:
Less than $5,000

INCOME relating to lobbying activities for this reporting period was:

Less than $5,000 $5,000 or more

0
I2l
$

0 0
$

37,500.00

$5,000 or more

Provide a good faith estimate, rounded to the nearest $10,000, of all lobbying related income from the client (including all payments to the registrant by any other entity for lobbying activities on behalf of the client).

Check box to indicate expense 14. REPORTING accounting method. See instructions for description of options.

D D D

Method A. Method B. Method C.

Reporting amounts using LDA definitions only Reporting amounts under section 6033(b)(8) of the Internal Revenue Code Reporting amounts under section 162(e) of the Internal Revenue Code

Signature

Filed Electronically

Date

10/16/2008

Printed Name and Title

v6.0.lf

Richard F. Hohlt
Page_I_ _ of 5

- - - - - - - _...

_ _ ........._.._--------------_._.._ _.._._._..._. __..._......_._..._ - - - - - - - - - - - - - - - - - _ ......... ... ...

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

Registrant

Mr. RICHARD F. HOHLT

Client Name

J.P. MORGAN CHASE & COMPANY

LOBBYING ACTIVITY. Select as many codes as necessary to reflect the general issue areas in which the registrant engaged in lobbying on behalf of the client during the reporting period. Using a separate page for each code, provide information as requested. Add additional page(s) as needed.

15. General issue area code 16. Specific lobbying issues

[BAN

ilBANKING

---~ (one per page)

~~~~~L~~~~~~~_~~~~~~

,--~------~~~~~~--~~~~---~~~~~~~~~--~~~~~~~--

~~~~--'---'-'-

All !egislation relating to the above issue.

17. House( s) of Congress and Federal agencies

---~~-------

u.s. HOUSE OF REPRESENTATIVES,

(HUD), Treasury - Dept of

..

Check if None
~~~-------~~-----------.-------

----------------~~~----------------~~---

U.S. SENATE, Housing & Urban Deve!opment - Dept of

18. Name of each individual who acted as a lobbyist in this issue area

rI-

First Name

----- ---- ----

LRichard

Irr-H--o-h'-"'!"t'-'------------------.,1 [II II
II

Last Name

Suffix
--~]

L_

Covered Official Position (if applicable)

New

o o
_.._ ..... J

I
_______ _

I
J

JI

II
/I

_______JI. Ir
/I

. . --J

10
0

10

!o

10
iO

o
19. Interest of each foreign entity in the specific issues listed on line 16 above

Check if None

Printed Name and Title

v6.0.lf

Richard F. Hohlt
5 Page _2__ of__

Registrant

Mr. RICHARD F. HOHLT

Client Name

J.P. MORGAN CHASE & COMPANY

LOBBYING ACTIVITY. Select as many codes as necessary to reflect the general issue areas in which the registrant engaged in lobbying on behalf of the client during the reporting period. Using a separate page for each code, provide infonnation as requested. Add additional page(s) as needed.

15. General issue area code 16. Specific lobbying issues

LIB_N_K~~~I;LIB_A~N_K_R~U_P_T_C~Y~~~~~~~-11 (one per page)

All legislation relating to the above issue.

17. House(s) of Congress and Federal agencies

~----

Check if None

u.s. HOUSE OF REPRESENTATIVES,

(HUD), Treasury - Dept of

..

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

- - - - - - - - - -..

----~~.

U.S. SENATE, Housing & Urban Development - Dept of

18. Name of each individual who acted as a lobbyist in this issue area
First Name Last Name Suffix Covered Official Position (if applicable) New

/0
II

I I
Jl_______

10
iO

1__ [

I[
II
I[

I!

I I

o o o

10
10 10
I

J[

J[

If

19. Interest of each foreign entity in the specific issues listed on line 16 above

Check if None

Printed Name and Title

v6.0.lf

Richard F. Hohlt
Page_3~_of_5_

Registrant

Mr. RICHARD F. HOHLT

Client Name

J.P. MORGAN CHASE & COMPANY

LOBBYING ACTIVITY. Select as many codes as necessary to reflect the general issue areas in which the registrant engaged in lobbying on behalf of the client during the reporting period. Using a separate page for each code, provide information as requested. Add additional page(s) as needed.

15. General issue area code 16. Specific lobbying issues

LI H_o_u__-.JiLIH_O_U_S_IN_G_________---.l1 (one per page)

All legislation relating to the above issue.

17. House(s) of Congress and Federal agencies

Check if None

--------------------- - - - -

U.S. HOUSE OF REPRESENTATIVES, U.S. SENATE, Housing & Urban Development - Dept of (HUD), Treasury - Dept of

18. Name of each individual who acted as a lobbyist in this issue area
First Name Last Name Suffix Covered Official Position (if applicable) New

[
[
I

_.l

II II II

II II
.............. _.. ____ .. _____ _

III

III

11

---llIf
II

l
I[

---1

_Jo
1

10 10
0

II
[-- --

II
II

II
II

II ____.11

10 10 o
____________ J10

JI

1[___ -

19. Interest of each foreign entity in the specific issues listed on line 16 above

Check if None

Printed Name and Title

v6.0.lf

Richard F. Hohlt
5 Page _4__ of__

.................................__. .

__.........................._ - - - - - - - - - - - - - - - - - - - - - - - . _ - - Client Name

...

Registrant

Mr. RICHARD F. HOHLT

J.P. MORGAN CHASE & COMPANY

LOBBYING ACTIVITY. Select as many codes as necessary to reflect the general issue areas in which the registrant engaged in lobbying on behalf of the client during the reporting period. Using a separate page for each code, provide information as requested. Add additional page(s) as needed.

15. General issue area code 16. Specific lobbying issues

ITAX

i[TAxATIONIINTERNAL REVENUECODEJ (one

per page)

All legislation relating to the above issue.

- - - _.........__. __..._ - - - - U.S. HOUSE OF REPRESENTATIVES, U.S. SENATE, Housing & Urban Development - Dept of (HUD), Treasury - Dept of

17. House( s) of Congress and Federal agencies

Check if None

18. Name of each individual who acted as a lobbyist in this issue area
First Name Last Name Suffix Covered Official Position (if applicable) New

-~I

I I

ill

ID 10
I

Cml
I
II

[ .. JI
iI

II

!O o o

10

10
0

II

19. Interest of each foreign entity in the specific issues listed on line 16 above

Check if None

Printed Name and Title

v6.0.1f

Richard F. Hohlt
5 Page _5__ of__

Clerk of the House of Representatives Legislative Resource Center B-I06 Cannon Building Washington, DC 20515 ht!Q:l/lobbyingdisclosure.house. gov

Secretary of the Senate Office of Public Records 232 Hart Building Washington, DC 20510 httQ:l/www.senate.gov/lobby

LOBBYING REPORT
Lobbying Disclosure Act of 1995 (Section 5)
1. Registrant Name

- All Filers Are Required to Complete This Page

Self Employed Individual

o Organization/Lobbying Finn David Horne

[2]

2. Address Address 1 City

o Check if different than previously reported Address2 4308 Brandywine Street, NW

Washington
State

DC

Zip Code 20016

Country

USA

3. Principal place of business (if different than line 2) City 4a. Contact Name State b. Telephone Number c. E-mail Zip Code
-

Country 5. Senate ID#

International Number

DAVID HORNE
7. Client Name

(202) 912-8620 DavidHorneLLC@aol.com

Self

71837-152
6. House ID#

Check if client is a state or local government or instrumentality

JP Morgan Chase
TYPE OF REPORT
8. Year

358680004
2008
0
QI
(Ill - 3/31)

0
0

Q2

(411 - 6/30)

Q3

(711-9/30)

Q4

(1011 - 12/31)

9. Check if this filing amends a previously filed version of this report 10. Check if this is a Termination Report Termination Date

06/17/2008

11. No Lobbying Issue Activity

INCOME OR EXPENSES - YOU MUST complete either Line 12 or Line 13

12. Lobbying INCOME relating to lobbying activities for this reporting period was:
Less than $5,000 $5,000 or more

13. Organizations EXPENSE relating to lobbying activities for this reporting period were:
Less than $5,000

0
[2]
$

0 0
$

10,000.00

$5,000 or more

Provide a good faith estimate, rounded to the nearest $10,000, of all lobbying related income from the client (including all payments to the registrant by any other entity for lobbying activities on behalf of the client).

Check box to indicate expense 14. REPORTING accounting method. See instructions for description of options.

0 D 0

Method A. Method B. Method C.

Reporting amounts using LDA definitions only Reporting amounts under section 6033(b)(8) of the Internal Revenue Code Reporting amounts under section 162(e) of the Internal Revenue Code

I i

I i
I i
i

Signature

Filed Electronically

Date

07/28/2008

I
Printed Name and Title
v6.0.1f

David Horne, President

Page_I_ _ of 3

I I I

I
j
!

Registrant

-----------------------------------

David Horne

Client Name

J P Morgan Chase

LOBBYING ACTIVITY. Select as many codes as necessary to reflect the general issue areas in which the registrant engaged in lobbying on behalf of the client during the reporting period. Using a separate page for each code, provide information as requested. Add additional page(s) as needed.

15. General issue area code 16. Specific lobbying issues

[FIN

i FINANCIAL INSTITUTIONS/INVESTMENTS/SECURITIES

(one per page)

FHA modernization, stimulus packages, and other housing and financial institution issues as well as related legislation

17. House(s) of Congress and Federal agencies

Check if None

u.s. HOUSE OF REPRESENTATIVES,

(HUD)

U.S. SENATE, Housing & Urban Development - Dept of

18. Name of each individual who acted as a lobbyist in this issue area
First Name Last Name Suffix Covered Official Position (if applicable) New

[
I

II

I
II

10
10 10

[
I

I I
Jf
Ii II

I ]l
l[
I

10 10
II
III

I I

I
m_ _

[------

mJ L ______

JI

Jl_

JI

I[

io o o

19. Interest of each foreign entity in the specific issues listed on line 16 above

Check if None

Printed Name and Title

v6.0.lf

David Horne, President

3 Page _2___ of____

Registrant

David Horne ------------------------------------------

Client Name

JP Morgan Chase

Information Update Page - Complete ONLY where registration information has changed.

20. Client new address Address City

Country

21. Client new principal place of business (if different than line 20) City

----------------------------------

State

Zip Code

22. New General description of client's business or activities

----------------------------------

State

Zip Code

Country

LOBBYIST UPDATE
23. Name of each previously reported individual who is no longer expected to act as a lobbyist for the client
[1jFiTSt Name

"-~:J;i~""

_ _---.JI[,',

[I' '.'m ..mm.1

ISSUE UPDATE
24. General lobbying issue that no longer pertains

[
AFFILIATED ORGANIZATIONS
25. Add the following affiliated organization(s) Internet Address:
Address Name
Street Address City State/Province Zip Country

I I

Principal Place of Business (city and state or country)

City State City State Country Country

Fennel Consulting

101 Constitution Avenue, NW #800 Washington DC 20001 USA

26. Name of each previously reported organization that is no longer affiliated with the registrant or client

FOREIGN ENTITIES
27. Add the following foreign entities
Address
Name

Street Address City

StatelProvince Country

Principal place of business

(city and state or country)

Amount of contribution for lobbying activities

Ownership percentage in client

City State Country

28. Name of each previously reported foreign entity that nO longer owns, or controls, or is affiliated with the registrant, client or affiliated organization

Printed Name and Title

v6.0.lf

David Horne, President

Page _3___ of_3 _ _

L -_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ..