Kermit Kubitz Objection 0812229110810000000000003

8/4/2019 Kermit Kubitz Objection 0812229110810000000000003

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Honorable Judge Mary F. Walrath United States Banruptcy JudgeUnited States Bankruptcy Court for Delaware824 Noth Market Street,5th Floor, Courtroom No. 4

Wilmington, Delaware 19801

Board of GoveorsFederal Deposit Insurance Corporation (for submission as part of public record of next ublic FDIC Board Meeting)

In reWashington Mutal Inc et al Case No 08-12229 (MFW)

Re: Summary Argument Opposing Conrmation

Of Debtors Amended Plan of Reorganization 6

Dear Judge Walrath and Board of Goveors of FDIC

PROCEDURAL BACKGROUNDThis document is being sumitted rst of all to the Banruptcy Cout in Delaware,considering the matter of the Bakrptcy o Washington Mutual in Docket No. 0812229It is also being submitted to the Board of Goverors of the Federal Deposit InsuranceCmmission for their information and as a request to withdraw approval of the FDIC of the purpoted settlement for the reasons set forth below including failure to account

properly for all assets, failure to resolve appropriately pending litigation, anddevelopment of the amended plan 6 not in good faith and tainted by insider trading andbreach of duciary duties

hile this may be somewhat unusual, it is appropriate where two goveent agenciesare proceeding own a path marred by misinformation or lack of disclosure of all relevant information. Nor would it be appropriate to undertake a truncated Se approval which attempts to resolve partially an ierently unconrmable plan with "recommendations toa district court, because the subsequent Court would have to carefully consider, in a new and different legal context, the trio of defects set forth below, and, to provide due processaer Ste, would necessarily have to conduct a de novo review of major contested issues

such as asset valuation, litigation claims, and god faith or lack thereof in view of potential breach of duciary duties which results in litigation claims for insider tradingthemselves

I will not test the Court's patience by ling a hundred page objection, or by givingextensive citation to materials presented by others, such as the Equity Committee or theTrust Preferred Securities representatives. This objection will be under 10 pages plus a brief attachment provided by the FDIC under a FOIA request regarding their

0812229110810000000000003

Docket #8406 Date Filed: 8/9/20



consderaton of ther poston n the W MU proceedng The TPS objectors and EutCommttee have aread attached or cted the rulng of the US Supreme Court n Stead the rulng of Senor Judge Sentelle n the DC Court of Appeals n the NICOltgaton to pror lngs I do however jon n the objectons of the Eut Commttee andTPS to the allocatons of tax refunds to JP Morgan the lack of consderaton of the

benets exceedng $10 bllon provded to JP Morgan the ecessve and unevaluatedreleases of clams b a non-Ttle III Court and the mpermssble tant of nsder tradngas the bass for a non-good fath plan on the bass of m own evaluaton of the evdenceand bass for approval or rejecton of the proposed plan unless resolved b further settlement

SUMMARY OF OBJECTIONS TO PLAN

Frst Objectonthe plan does not properl account for all assets of te estate of Washngton Mutual currentl consstng of n excess of $9 bllon n cash or recevablesThese assets consst of tax benets both n $ bllon of cash tax refunds receved and $4

bllon deposts mproperl held and tme value of those depost holdngs In addton tothese assets currentl held b or properl due to the WMI estate there are bllons of dollars of potental future tax benets to offset ncome busness value of the reorganeddebtor of from $10 mllon to $00 mllon or more and as dscussed further belowpotental ltgaton clams amountng from as much as $900 mllon to several bllon dollars

Gven that on some projectons eut s out of the mone b less than $00 mllon toapprove a plan that rejects an pament to eut when there are at least three features of the plan on whch postve swngs of $00 mllon to $14 bllon ma be made the plan s unconrmable wthout a more proper allocaton of dsputed amounts whether b

rther trul global settlement dscussons ncludng eut or through approprate traland valuaton mechansms n approprate curts

Second Objecton

The proposed plan of reorgaton mproperl attempts to resolve ltgaton clamsaganst a varet of enttes Ths feature of the plan s unconrmable for at least tworeasons Frst there s no showng that the releases are proper and have been made for adeuate consderaton or n vew of a reasonable evaluaton of the bass or value of theltgaton cla s Second under recent Supreme Court precedent the Ste case whch because of ts recent ssuance ma not have been prevousl consdered b the Court or

FDIC the Bankruptc Court ma not resolve ltgaton clams whch must be referred toa consttutonal Ttle III ourt such as a federal dstrct court or as approprate a jursdctonal state court

Moreover the recent decson b Judge Sentelle of the Dstrct of Columba Court of Appeals summarng potental clams aganst JP Morgan for a busness tort (andrenstatng the ANICO ltgaton) demonstrates the problem wth attemptng toextngush at the bankruptc cout level whch other superor federal courts ma nd to



be meritorious claims

Thir Objection

As the testimony an cross examination emonstrate uring the recent conrmation

hearings, the various parties that negotiate the orm o settement that is uner consieration as the basis or amene POR 6 ha ambiguity in their unerstaning o their roles an uties In particuar, while there was an ocial committee o unsecurecreitors, a major role in the negotiations was playe by the ettlement Note Holers(SNHs, represente an provie inormation by their counse, incuing Frie FraWhie the obigations o a "Ocial Commiee o creitors in a baruptcy such as thisare cear, incuing uciary uties to other creitors an staeholers in the estate, anavoiance o proting or traing rom their ocial insier status, there were other "constructive insiers such as the SNHs

The uties o the SNHs an their counsel were unclear, eaing to clear evience o

insier access to inormation, negotiation or their own benet without consieration o uciary obligations, an relate traing on insie, conentia settement inormationThus, the settement unerying Amene POR 6 was not negotiate airy or in gooaith There are, une the plan, allocations o estate assets (See Objection 1 above),illegitimate, overbroa, improper, impermissible an uncompensate releases (SeeObjection above) an the resulting careul craing o a plan which gave just enough o the $ billion tax reuns to P Morgan an FDIC to prevent euity rom beingcompensate uner the plan an giving control o any reorgaie Washington Mutualinsurance company to the SNHs This is ar rom a goo aith process Moreover, theFDIC shoul, as a college ootball coach shoul o when he ns his payers selling histeams memorabilia an jeopaiing the integrity o the program, "isassociate rom the

prior settlement an see renegotation o a truy global settement which airlycompensates, an nally resolves in an euitable manner, al competing caims to theW AM estate This coul provie FDIC with releases which it sees

DISCSSION OF OBJECTIONS

There are certainy substantial aeuate assets to achieve an euitable an conrmablepan, with appropriate releases compensate or by the parties receiving such releasesJust to summarie the benets wich various parties are receiving uner the plan

JP Morgan

Has he $4 billion o cash or years value about $1 billion accoring toTPS

Extraorinary gain recognie in connection with W AM purchase $18bilion

3. Negative goowi in coection with WAM acuisition $8 bilion(Goowillis normally purchase price above air vae o assets; negative goowill is asset air valueabove purchase price, JP Morgan recognie only 18 bilion because it characterie $8



billion as property and facilities not for sale ie the W AMU branches it would operate. )4 Cash allocation of WAMU tax rends $ JPMC: $2.160 billion 5 Receives releases for business tot claims claims which could exceed $5

billion and are summarized in depth in a decision of the US Court of Appeals

FDIC·

1. Payment for WAMU $19 billion 2 Cash allocation of W AMU tax refunds $850 million 3 Receives releases for legal claims claims which could far exceed recent Meritor

judgment of $276 million which FDIC nally consented to pay

CREDITORS AND SNH/CONSTRUCTIVE INSIDER CLASS THEREOF

1 Payment in full of claims (100%) and some rate of interest from $4 billion of Deposits improperly held and improperly claimed by JP Morgan and $5 billion of

tax refunds due Washington Mutual2 Substantial ownership of reorganized WMC with potential value of $150-$300 million or more with no sharing of ownership with equity

This summary is conrmed by the Report of the Examiner which stated page 2,

"The Settlement Agreement provides signicant funds for the creditors and for variousnote holders The Examiner has conrmed that if the Settlement Agreement is approvedunsecured creditors will be paid in full and subordinated unsecured creditors will lielyreceive at least 70 - 80% of their allowed claims

(Portions of the Examiner's Report are being presented here for two purposes rst todemonstrate the terms of the settlement and its effects and second to provide a basis for motivation for any behavior by insiders or constructive insiders in connection with negotiations and consideration of allegations of insider trading and breach of duciaryduty by this or any subsequent court)

Thus in the rst instance a small group of hedge funds will have proted enormouslyfrom the seizure and sale of Washington Mutual along with JP Morgan which bywithholding and claiming ownership of $4 billion of deposits due the estate hasbenetted by the delay of settlement and used these improper claims to a) earn the retusof up to $14 billion from holding the deposits and b) leverage a "settlement which gives

them more than $2 billion in tax benets and extensive uncompensated releases

As the Examiner found p 5

"The Settlement Agreement provides that the Debtors will receive what has been referredto as the $4 billion "deposit that was transferred from WMB to FSB on the eve of bankruptcy Te Examiner concludes that the Debtors have made a substantial showingtha they are entitled to the $4 billion deposit The Court has reserved ruling on a



summay judgment motion conceing this deposit

The ecod at the conmation heaings demonstates that JP Mogan's caim to hodingthe $4 biion deposit was agey a makeweight designed to povid eveage andmeanwhie keep the benet o the time vaue o $4 biion duing a peiod when cash was

impotant to nancia institutions such as JP Mogan Thus a vaue o $1.3 biion assuggested by TPS is not an ueasonabe vaue o the "benet aeady obtained by JPMogan om the deay it has imposed on esoution o the WMI estate by itsintansigence in hoding onto and caiming the $4 biion Now it seeks to keep biions o tax eunds and biions o eeases o caims by asseting that it has contibuted the $4biion o impopey hed deposits as pat o any settement This is an impope basis o both othewise uncompensated eeases and aocation o a ove $1 biion o taxeundsouced cash

As an atenative to these actions a eaocation o a but $500 miion o tax eundsom FDIC and $15 biion o tax eunds om JP Mogan woud put equity substantiay

into the money and might peaps aong with substantia owneship o the eoganizedW .MRRC be enough to compensate o the eeases sought In consideation o thesettement as shown in the Attacent Counse Baded o FDIC descibed to theFDIC Boad at page 59219, thid buet that

"JPMC has asseted potentiay mutibiion doa indemnication caims against theFDIC-Receive o any iabiities JPMC incus

This is despite the act that as set oth in the nonstandad Puchase d Assumption ageement negotiated by JPMC as pat o the sae o WAMU FDIC and JPMC ageed toa tem shwing an expicit indemnication o ony $500 miion That is thee is no basis

in the P&A ageement o FDIC's iabiity to JPMC to exceed $500 miion I FDICeceives as much as $500 miion o W AU tax ends and pays $500 miion to JPMCunde the imited indemnication to which both paties ageed then FDIC has not been hamed and JPMC has been uy compensated to the extent o negotiated insuance

It has neve been cea what the FDIC knew o knows about this poceeding beginningwith the time o seizue As the Examine noted page 9

" some othe FDIC's actions ack tanspaency As a esut o exampe the Examine was unabe to detemine whethe the FDIC uy undestood the vaue o the assets it seized and sod -- especiay the Tax Rends and the BOL/COLI

We aso do not know the basis on which FDIC's Boad eithe st ejected on May11, 2010, o accepted on May 21 2010 by "notationa vote (See page 59319 o Attacent) any settement Howeve we do see that FDIC may have been unde theimpession that is iabiity was age than that povided unde the expess imitations o the P&A ageement This aises two questions st did FDIC act unde a misappehension o its potentia iabiity despite the tems o its contact with JPMC;second i thee ae potentiay mutibiion doa caims against FDIC by JPMC ae thee



not smlar multbllon dollar clams aganst FDIC by Washngton mutual equty holderswhch need substantal compensaton smlar to that beng provded to JPC? Lkewsedd or does the FDIC understand th tax benets beng provded to JPC?

Wthout endorsng any specc reallocaton but leavng that to the Equty Commtee

counsel Susman and Godfrey t s clear that there are enough assets and enough reasonable room for reducton n compensaton to JPorgan whch has $8 bllon of uecognzed negatve goodwll and FDIC wch has a $500 mllon lmtedndemncaon but receves hundreds of mllons of dollars n excess of the $500 mllon lmt to develop a truly global setlement ncludng equty The present allocatonhowever tanted as t s and lmted by the lack of consderaton of the benets bengreceved by partes who are also seekng substantal releases s nether far nor legallyermssble

Gven ths nequtable allocaton of assets no wonder ll the partcpants to ths charadeseek broad releases and njunctons of any subsequent clams However as the recent

Ste holdng demonstrates they can no longer have those clams resolved by ths CourtInstead a federal or state court must resolve such clams Recently the Trustee n theLean Bros baruptcy moved 4 clams aganst defendants such as banks and lendersto federal cour and clam to a state cour Smlarly he resoluton of busness tort clams such as those related to breach of condentalty agreements or busness slander or anttrust nvolved n the ANICO clams renstated by Judge Sentelle of the DC Court of Appeals n the decson attached to the TPS objecton must be resolved only aer a llan far hearng by a court of approprate jursdcton unless resolved by a uly globalsettlement The $8 llon of unrecognzed negatve goodwll consstng of the branch assets of Washngton utual on the West coast whch JP organ sought and pursued aspart of "Project West are the subject of a colorable clam accordng to the DC Court of

Appeals The global settlement and releases of Amended POR 6 are nconsstent wth the jursdcton of the Delaware Bankruptcy Court after Ste and Judge entelle's decsonoreover the DC Court of Appeals decson s a new fat whch alters any balancngreected ether n Examner Hochberg's report or Judge Walraths pror ndngregardng a settlement contanng such releases Indeed to Judge Walrath's credt shefound that the releases contaned n an earle verson of the plan were napproprate andoverbroad That determnaton o extrpate any such releases has not been followed byDebtor n adoptng Amended POR 6 and the plan must therefore be rejected for contnung the decency of contanng mproper releases

Fnally I wll not dscuss n detal the ssues of nsder tradng and breach of ducary

duty I expect that the Equty Commttee's submsson wll do so n adequate depth tonform the Court of te problems presented by havng sometmes /sometmes out negotators rather than a lly ducary lmted credtors commttee as s normal n bankruptcy proceedngs It s clear however from the record that begng as early asNovember 2008 and contnung up to the ne anouncement of the purportedsettlement n arch 200, that certan credtors ether drectly or through counsel weregven extraordnary access to materal nonpublc nformaton Entry nto a condentalty agreement by counsel entry nto a condentaly agreement by



principals, receipt of term sheets, descriptions of waterfall assumptions and disclosue of business and tax refund aluations all form a mosaic of materia information which should have been subject to either a disclose or avoid trading obigation which doesnot appear to have been implemented adequately or fully in this case The record, as Iexpect to be sumitted by the Equity Committee, fuly usties a number of remedia

measures involving either reduction of interest or claims amounts to lower cost levels,once again providing a basis for some substantial allocation to equity

Finay, for purposes of considering the reasonableness of providing a portion of thevalue of the W AMU estate to equity, I incude reference to the emails of federal bankingregulators, making the point that Washington Mutual was neither the only, nor even thebiggest, bank failure Citibank, according to some testimony by Mr Reich, was thebiggest bank which would gone under acceptable nancia ratios and therefore havefaied but for substantia goveent support in the form of investment and liquidityThe Ofce of Trust Supervision noted the discrepancy in treatment between W AMU andoer large banks in emails which are part of the record of te histoy of W AMU

Therefore, the problems of W AMU shoud not be seen as an excuse to justify destroyingand eliminating WAMU equity Rather, the compensation which might come from a realocation of WMI assets in a truy goba settement shoud be seen as a comarableand equitable sharing of the pain of the nancial crisis among a parties

See, from the Senate Hearings on Washington Mutua (believed to be an accurate copy)

From: Reich, John MTo: Polakoff, Scott M; Ward, Timothy T; Dochow, Darrel WSent: Wed Ma :: Subject: Call from Sheila this evening

Scott, Tim, and Darel,Sheila called this evening on her way home -re aMu. Basically shewas encouraging us to make certain if they receive an acquisitionoffer, they should accept it, and was attempting to learn if I had anymoe defmitive idea about how receptive or committed thy would beto a sale I told her that the Board had instructed Kerry to considerall options, and that Kerry was keeping his Board informed frequentlyof his efforts We should talk about this tomorrow I had a verysimilar discussion wih Bob Steel a couple of weeks ago and I'm surehe and Sheila are reading off the same pageScott and Tim, I was proud of you both today, you both did a great

job! OTS clearly outdid OCC in presentation and knowledge Sheilawas complimentary of OTS's presentation and commented about ourbeing on top of the issues. I would like to think she meant it, but I'malways a bit skeptical of her compliments. I told her I was surprised athow casual OCC's discussion of NatCity was considering what mayhappen in the near term. Also I expressed again my surprise at howOCC and the FDIC are treating Citi under the circumstances and saidI expect the FDIC to treat all institutions similarly whether supervised



by OS or OCC She agreed, and said she needs to talk with Duganabout both Citi and NatCity. Well see

I a not submittig he ei referece bove o evidetiary prposes. bt only asagmet to FDIC ad a oer teresed p iies cosiderig e pocesses d ocoe

of his proceedig as pt o the overal resotio o the ci criss acig ajoracia istitutios sice

Hwv I do subi e FOJA equest respose o wich docets e rjectioo the March 1 setteet b o March 1 1 i ites o a cosedeetig, ad he Ma 1 1 ppo b otatioa ote. wihot a supportigtes, as part o e record o ths proceedg d r cosdertio o pio po reor gaiztio.ocusio

or te i boe incudg poper ocio ad ideecosideratio o substtia beets r PMorga. reasoabe ad iper issiblereeases proposed p o a ess tha goba setleet ad deeopet o a pa bcosuctive nsiders ot iied b poper ducia its o tradig or egoitioAeded Pa o eor gazaio or sir pla with sch locions o 9 bIoi cash ihot a copestio or equi shod be rejected I have soght to beaccurate i the bers icdd above but the pl has bee reised so ch ad so ies i is dc o captre sc a oving tget Te boad oties o ssetalloctio iee o be coec No su p shod be appr oed or cosidered."recoeded o a court ith ppopte jursdctio oer biio doar claisioved

Very truly yours

Ke�!q4154124393esodk('vahooco

703 Market St Sute 1201San Francsco CA 94103

Attachent

16 pages consstng of 2 page transtta letter 2 page nvoce and pagesFDI FOIA LOG No 101014, pp 59319, 59320, 59154, 59155, 59156, 59218,59219, 59220, 59221, 59222, 59223, 593176 copes delvered oveght to Baruptcy Court for recept Aug 10, 2011Servce by ea to counse for partes on Aug 10, 2011Delvery by emal to Secretary Board of Federa Depost Insurance Corporaton Aug 10,2011



FDI.Feer Deo nne orron h NW W 4

Ket R Kubtz

703 Maet St,Sute 1201S Francso,Calfoa 94127

DIC FOALgNo. 10-014

Dear Mr Kbtz:

v

r lAUG D

hs s in her and nal response to yo Jne , 010 FOIA reqest for "Reords of ay votesof he FDIC Board of [Dretors), nludng the subjet matter of the vote, ndvduals votngand outomes, regaing tang any sbstatve postion or aetng or not aeptng ayproposed selement n WMI Doket 08129 in the US Bankpty Cout of Delaware omJay 010 to Jne 1,010 n an open or losed meeting of the FDIC Bod of[Dretos]

hs August 10010 Email Senior OA Seialist ey Sussman advsed yo hat we hadrefed yor request for reords of losed meetings of the FDC's Board of Diretors to thexetve Seretay Seton of the DICs Legal Divson ad tat tht reord searh hd beenometed Folowng a reords searh o approprate les e loatd responsve infoation;ie,poions of the Mnutes of the Meeting of the Boar of Dretors of the Federal Depostnsue Coporation,May 11,010 (he Minutes That meetng was losed to the pblpant to subsetons ((, ((4,((6,((8,((9(A( ((9(B,and ((10 of theGoveent n the Snshne At,5 USC § 55b (Snshne At"

Sbsetion (( of the Snshne At reqres that a ederl ageny promptly make vailable to

the pbli the transrpt,eletoni reordings,or mntes of etain meetngs of ts membersexpt for sh tems of dsssion or testmony as the ageny deteines to ontan nforaton whh may be withheld nder sbsetion ( of the nshine At Sbsetion (k of the nshneAt pvides that the exemptions set foth in sbseton ( of the Snshne At, rather than theOA exemptions,shall gove in the e of a request for a transpteletoni reordingsor mntes o a meeting sbet to the nshine At

ollowing our revew,e have etened that some responsve nfoation may be dislosed,bt that some responsve nformaton ontinues to be subjet to withholding nder sbsetion (of the Sunshne At The resonsive portons o the Mntes are beng released to you n par hve enlosed a opy of the redated version of the responsive poions of the Mntes (0pages he inoaton tha is being withheld is exempt om dislosre prsant to sbsetions

((4/ ((8 ((9(A(i ((9(B anor ((0 of the unshne At,

In an August E Seno FOIA Speciast Jey Sussman advie you that proceeings of "open"meetngs ae publcly avalable on the FDC's web ste. wwwfcgov, at no cost to you. at he followng lnk:hp/wwwfco/newoa Ths esponse aesses the balance of you A eques2 Subsecton (c)(4 of the Snshne Act pms he wthholn of nfomaton lkely o sclose ae scets ancommecal o nancal nfomton obtane fo a peson an pvlege o conental



\Ve co ordinated a spa sh of h Excuiv Sy Stion fo r eco d !cting h

My 1,20 o of he FDC's Boad of Di co to pprove a "gloal lement involing

Wahngon Mual In7 Tht recods h lso hs bn copld n suled in h

trval of n dtional r pos r cod; .e, a "Mmorndu of An ion o he Bod o

Dos of th ede al Deposi nsunc Co poron, My 21 200" (th Memoandum).

Folloing our rviw \ ha detrmind th the oandu may b lasd o o I

hav nlos a copy of the Memordu (2 pages).

ee so o th lesd ifo 11aion ha bn wihhld his conse al

notf cation hat you C( les hs bn gantd in pr and deni n a Yo hve h ght o

ppal thi deminaon o he FDICs Generl Counel whin 30 busiess y f olov .'ing

rcip of his lt If ou dd to appeal pl submi your appa in Titing o h nal

Consel. Your ppea should b ddressd o he FO A/Pric Gr op, Lal Divson

FDIC, 550 17h Stt NW shion D.C 20429 Pls r efr o he log numbe and cld

an addional infoation ha o wol ke the General Consl to consder.

If you hv ny qesion, yo may contct Snor FOA Spiali J Susan by telphon,at 73-56209. Thnk ou r you inet n the FDC

Enlos

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FDIC OIA Lg No.N

5931

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eea eosi nsae opo

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O May , 0, y uios o:o vo h rdf Dicrs , hvg cons:d cmedao f eLegl so ovd he opose sele age

ece on My 9 010 beee th p, s ee as nk Hendson Neda "F-ee) nWshio t I. o so cas ht th

Ieeve d WM h brug st c or cnen it te he 1: b poeg andoped he wig esu

ERES o eemr 5 08 t e oT Seso (S e sgo ua, eeso ea ("WMB) ad sae y,

h Fdr epos sae Coi )cee 1S's poe o e Rcee o

-Ri

RAS al e sse

et euee aes o MB were s oJPMoa se a Ai ous Ohi

(UJPMC") s a uhae a Asso Aee ("P & A Aem exue y eD core ai nd C s fm 5 ;

WHERAS, on eeme 26 t 2 so utualI (WI h od a MB e obn otn e Capter :1 n Dlre;

WHEREAS, bo�h JP C and WMI are climg ows:pof ass old by FDIC-R i he P & A Agreement; and

(2 Pages)



WERS, he MB bondholders (redtors ofFC-R) have een aoed ieene n the Ibankrupcy proeengs and rng ndepenent ams

agans WM as we as dupatve osebrough y he FC; and

WHES he FDC Lea Dvson as aeped oeauae he as and oer-as o a paresan o esove and see he spue aon thepares an

WERAS WM and he DCR hae reaced aenave ageeen o resoe he as they havebrough agans eh other onane n a poposeseeen agreeen at w b e th he

Banrupy our �roposed SeeenU) an

WREAS he Propose Seeen s exessyonone upon he approva o he oar oDreors o he D oar a

WS. he ega Divison eoens heroposed Seeen as a seeent ha s n hees neres o he edor o the DCRnung e WMB noders and reoens hat heBoard approve e roposed Seeen

NOW TRORE B IT RSOVED ha e Board

herey approves he ros Seeen and auhorzesthe Genera Counse or hs esgnee to negoaes an onions t eae e ettlement

an eee duens appoprae to eeae heseeen

Shea Bar Chan o he Boa o DreorsMan J ueberg ce Charan o e Boar o Dreors;Thoas Curry Dreor Apponve) Jon C Dugan DreoCoroer o he urrency); an oh Bon Dreoring Dreor Ofic o r Sups), parpae ne aon

�y 21, 200



No.1

RELASD IN PAT - ho., P

c9Ai,ct and 0)ues

The Meeg o e Bar o iecs

of e

Fedeal Depsit Insuace Corporon

Hld n e oar Roo

eea Depos Isance Cporaon Budg

Ws DC

Cose o Pubic Oseaton

M , 201 - 1:6 AM

A 1:56 a. o Tes M 20 t mnaled a meetng o he ord o Decors o h eea Depos sne orptn wch was he te Boad omof FD idg ocate at 550 7 Sree, NWWangon

Sea . ar Ca e Brd o DrecsMa J Greeg Vce Chaa o e oad ectoshoas Cy Dector (Appontve o uga Drector{Cpoe he Cecy) as C Cave, epy e

arn See O Ap Depuy o e am a CeFa Ofe; ice H Ker py o he ro Pocy esse . Vael e o St Baaa .Ryn, Dep he ice hai F Vge pecAsssn o he ec poe A owe I,

ept o he ireo proe h e i

Chaloe M. B, epu y o e Diretor (Acng Director,

Off o f Sues) eesa raks SeAssat to e Deputy o e Cairman d Chef FacalOficer; Thms M. Bonee, Secal Asisan o Deputy ohe airma a e F e e �peSenior Advso o e Cham� f Mkets; Tq . z, Seo dso c he C es C�sSpe vs o the epy a eana ; D. Ar ea Asssa t eep o e Caa a Che aa icr; Mchae

(1 Pages



591

Badfield Geeal Couse; Sadra L hmpn Drer,Dvio of upevon and onsuer Protecto; Arleas UptoKea Direct, Dvs o Admtraton; Ruel tan,

Acng Chief nformao Offer ad Acting Dieco Divsionof noaton Technology Arthur Murton Director, Divoof nuace and Researh; Mtell L Glassa DetorDviion o Reolution and Reeivep Bet D. Edwads,Drectr, Divo o Fina nrew S ray, Diector Oceof ublic Affai Jo T. Rer, nspeto Geeal Jae HAgel Diecto, Offce of Entepie Rik anagemet; adRobe eldan, xeut�ve ecretary, were preet at theee

Aso attening the meeting wee: Joh V. hos, Robeta .Mcneney Riha Ostea, Jr eny R F_ rinDavid N all Sephe M Hana; David M Geari, R enfeldtake Kathr R. Norros; elie . allbeg Ralph E abe, Thoa . Reves, Sauel A Ozek Jefey hit,and atca B evti fo e Legal Divin; Cristopher Joth atricia A. Clhan Jae C. atkn, M Anthony weJ Geoge Der; eena L Oe C Kenneth ells teve Jubbard Nann E rgt effey M. Kpchik, onad R Ha, aCristine r, f the Division of Supevio an CoseProtection Bucky ell, fay K. Foa, and Gen E Cobbrom the Divion of ormation ehnoogy; Diane L lMak teckel a David Chapan om the Divion of nuanceand Researh; Jae R igad ad ebet J ed, fom theDvion of Reoltion and Reeiverip Mchael J Rbino

o he Divion o Adminstaton; Robert C Noan, andKurti . Brown, fo the Divson of nace Rickey LMcColough, fo he Ofice of the Obuan; Michael JDeLooe, fro the fe o Legislatv Aar ad o ewlliger fo Coprate versiy

aul Goot atinal Bank xaier; ad Cndy ubbadNatonal Bank Eae pecial Supevisio, Offce of theCoptroller of the Currey, were alo preet at te eeg.

oh Boan Dreor Atg Diretor Oce of hftSupevio paticpated n the eetg via telepone

Chaia Bar presided at he eetng; Mr elda ated aSeetay f te meeting

Ca Ba caled the eet to order Dieo Curythe moved tat te Boad o Drectors detere thatorporao bsess q s oeran he

May 00 oed



6

ere be e bje of e eeng e les an evedays' noce o e ubi; ta n noce teeeng a paciae h e u n t erest dd noeqre oeran mters whih were e hee o e eeng n a eeng open b oberaan a e aer cou e onere a g oe tobc bseio h o ec c 2, ) {4}c 6 (c B t c 9 A i} c) ) B) t ad o he"Gernen he Snhne U.C 55b () ) c I ( A ( t 9 (B) I nd c 10 Ve

Chaman Gr uenbe g seoned the oo an, wih Decor DuganDireo Bowmn, and Chaa a concurrng e oton wasare

May 1, 2010 (Clsed)



8

Michael Brfe, Gene Cusel thn rcomdd the Boad jc e elee geeme oe by Whgo I. " sov i og pe t te e bkrut poe d uz G

ol, o sg cou eg te o e ele g ccee o

o a Reve o Wg k Hdso

Ned ("FD-ecee) e

(c)8), 9Ai 9S 0

My 00 (C)



1

(c)8,

c8), c9Ai (c9{ c1

phasz at a o the maJr paT�s agee alitgaton od be cuve, sfcay rd r shp ad t aupy sas , ad dea s dsbsm a sus of o o h crdos.

Bdld sard r e d he oowk ats usa oplx o e:

I n t WM bkc p FIC-Receer s 4 s MI assorsp o te ssts ha FDI-Rve sod J?M t Puas ad s s m o Ae ("&A )xced by Dee o roro a JPM as oSp

WM as i uo do l cams e aMrce;

• JMC s s s r p on ! - dlld�fcato c a ms aans t e ve OT b i M s o s k a

dae $ b l ad asultodo ais ast e ac satf a er x l rus pd ecie a ot Mas at 1P:C a p f es d M ecer

ay 1 2 (C)



• WM u's seior bodhode ave lowed cm n te

rceiveshp of $6.1 blon ad

0

Subnd bdhod, ws cams t ppxialy7' bo v ssed as of poiael

$1.0 b gas WMI o sies d.

Bad od h se og h h

9 0)

M. Briel su mmaz fo h ad t oowng fvesu bstnv p oits egrd he p ed Mac 2010 selem e :

3(c8) {10

4

.

y , (Ce)



5921

}9Ai (c) 1

M . Bad f i e l d s a ed hathe

e ms o te p roos ed rc

esened o e ankrpcy o

(c)8, c{9Ai . 1

Nog ha exene egoo hae ee ongog, M.B adfed se ee o em o be a ingess aog o e paes o acheve a opreee eeen aedon nw £e ctue He cocdd e peseo s g

(c)8, 9) 9 B

Th ( l9 )A iO. {cH9 ! (c ') { 1 0 \ d e �: an

o o of Di ector rg ,

conced y Deor o o and Ch irma

Bair, Board dope e oo eo n eje elee agreee od b W o eoe og pr o e I e a roeed da z n t he Gee Cn o h dese o one

1 , 2 0 ( e )



592

negotatons as appopiate o each an ageeent acceptae tothe FIC Receie and a pates

WHRS on Septee 25 2008 , the ce oTht Supeision ( TS ) c osed Washington uaank Hendeson eada ( W ) and, that same daythe Fedea epos Insuance Copoatio ( I C )accepted the S ' s appoen o the F C Receeo ( FIC- and

WHRS, susanta a of the assets and a t ceta n enumeated aiit es o ee so d oPogan Chase Nationa Associaton Cous o( JPMC" ) , pusuant to Puchase ad Assupton

Ageemen ("P & A Ageeent" ) executed IC - R heIC n its copoae capact and JPC as oSepee 25 2008; and

HERAS on Septee 2 200 Washington utuaInc. I " ) , the hodng copan o W ed oankuptc poecion unde Chapte in eaaeand

WHRS oth MC and WI ae c a ing oneshipo assets sod CR in the P A Ageement and

WHERS the ondhodes ( cedios o FIC R) hae een aoed o nteene the I

ankuptc poceedngs and ng ndependent asaganst WI as e as ca ms dupicate o thoseogh the FI-R and

REAS the IC ega is on has attepted toeauate the cams an countecaims o a patiesand to esoe and sete the dspute among thepates and

WHREAS he pates e eed tha the ad athee a undestanding and a oed counse o W oead n o th cou ecod the saien p ons o

a tentaie ageement ( Poposed Settemen" ) ad

HRS the Poposed Settement as eess condtoned upon the appoa o the oad oiectos of the C oad ) and

a , 200 (Cosed



HEA , the Propsd Sl� i fuyrflct FDIC' ng ea vm p ;

WHERA , e C c to wih

p bu b b t o a e

WE(c)98,

N TEREFORE BE I T ESOLVED t B j p z G p

p b p .

5923

M 1 1 . 2 0 ( )



5 9 � 1 7

Tere being o fuhe sne, e met g was adjourne .� -xcut iv secreay

May , 2 0 10 (Closed)

Kermit Kubitz Objection 0812229110810000000000003

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