Washington Mutual (WMI) - Project Fillmore (Decapitalization of WMB FSB)

B51
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WM: ConIidcntial Limited Access
WASIDNGTON MUTUAL BANK
Board of Directors MeetiDg MiDutes
April 1, 2008
The Board of Directors of Washington Mutual Bank (the "Bank") met concurrently with
the Board of Directors of Washington Mutual, Inc. (the "Holding Company") on April 1,
2008, for a telephonic meeting.
Directors Present:
Stephen I. Chazen
Anne V. Farrell
Stephen E. Frank
Kerry K. Killinger
Thomas C. Leppert
Charles M. Lillis
Phillip D. Matthews
Directors Absent: None
Management Present:
Todd Baker
Carey M. Brennan
Thomas W. Casey
Ronald J. Cathcart
DarylD.David
Stewart M. Landefeld
John McMurray
John Robinson
Stephen J. Rotella
Robert J. Williams
Craig E. Tall
Susan R. Taylor
Regina T. Montoya
Michael K. Murphy
Margaret Osmer McQuade
MaryE.Pugh
William G. Reed
Orin C. Smith
James H. Stever
Advisors Present:
Frank Cicero, of Lehman Brothers
Phil Erlanger, of Lehman Brothers
Huntley Garriott, of Goldman Sachs
John Mahoney, of Goldman Sachs
Lee Meyerson, of Simpson Thacher
Todd Owens, of Goldman Sachs
Steve Wolitzer, of Lehman Brothers
Materials Redacted
Docfl176424
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WM: ConIidcntial Limited Access
WASINGTON MUTUAL BAK
Board of Director MeetiDg MiDute
April 1, 2008
The Boar of Directors of Washington Mutual Ba (the "Ba") met concur ently wt
te Boad of Directors of Washington Mut, Inc. (the

"Holding Company") on Aprl 1,
2008, for a telephonic meting.
Dirtors Present:
Stehen I. Chazn
An e V. Far ell
Stephen E. Fra
Kery K. Killinger
Toma C. Lepr
Chles M. Lillis
Phillip D. Matews
Ditors Absent: None
Manement Prset:
Todd Baer
Carey M. Brenna
Toma W. Cay
Ronald J. Cathc
DalD.David
Stewa M. Landefeld
John McMury
Joh Robinson
Stephen J. Rotella
Robr J. Willias
Crg E. Tall
Susa R. Taylor
Reg T. Montoya
Mical K. Muhy
Magae Osme McQuade
MayE.Pugh
Willia G. Reed
Or C. Smith
Jaes H. Stever
Advisr Present:
Fran Ciceo, of Lehma Brters
Phil Erlager, of Leh Brte
Huntley Gr iot of Goldma Sach
John Maoney, of Golda Sahs
Le Meyeron, of Sipsn Thher
Todd Oe, of Gold Sachs
Steve Wolitr, of Leh Brthe
Materals Redacted
OO#17b424
B52
WM: Confidential Limited Access
Mr. Killinger presided and called the meeting to order at 4:00 p.m. Pacific Daylight Time
and the undersigned served as secretary to the meeting. All those present attended the
meeting by telephone (management and Mr. Killinger being together at the offices of the
Holding Company) and could hear each other during the meeting. All attendees were
present at the beginning of the meeting, except for Mr. Tall and the advisors from
Lehman Brothers and Goldman Sachs who joined later.
Materials Redacted
Minutes from the Board Meeting on March 17 and the Informational Briefings on
March 14 and March 25
Mr. Killinger submitted the minutes of the March 17 Board meeting and the March 14
and March 25 informational briefings. On motion duly made and seconded, the Board
unanimously approved the minutes.
Messrs. Garriott, Mahoney and Owens, from Goldman Sachs, and Messrs. Cicero,
Erlanger and Wolitzer from Lehman Brothers then joined the meeting.
Doc #176424 2
WM: Confdential Limited Access
Mr. Killinger presided and called the meeting to order at 4:00 p.m. Pacifc Dayligt Time
ad te udersigned served scretary to the meeting. All those present attended the
meeting by telephone (maagement ad M. Killinger bing together at the ofces of the
Holding Compay) and could hea each other dung the meeting. All attendees were
present at the bginning of the meeting, except for M. Tall ad the advisor fom
Lha Brothers and Goldman Sachs wo joined later.
Materals Redacted
Minutes from the Board Meeting on March 17 and the Informational Briefng on
March 14 and March 25
M. Killinger subitted te minutes of the Mach 17 Boad meetng ad the Mach 14
ad Mach 25 inorationa briefngs. O motion duy made ad seconded, the Boad
uanimously approved the minutes.
Messrs. Gariot, Mahoney and Owens, fom Goldman Sachs, and Messrs. Cicero,
Erlanger and Wolitzer from Lehan Brothers then joined the meeting.
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B53
Review of Consolidated Reports
Messrs. Casey, McMurray, Williams and Rotella submitted reports on the financial
condition of the Holding Company and its subsidiaries, including the Bank, on a
consolidated basis, including information responsive to questions and requests raised
previously by the Board. The reports included information on financial results, asset
quality, liquidity and capital.
Investment Hanken' Presentation
Mr. Mahoney of Goldman Sachs, and Mr. Cicero of Lehman Brothers, jointly presented
material previously provided to the Board to
Olympic's Board of Directors." Mr. Mahoney began the presentation by briefly reporting
that three bids had been received from private equity firms interested in purchasing
equity securities from the Holding Company, and that conversations were underway with
institutional investors. One financial institution had submitted a bid to purchase the
Holding Company and its subsidiaries, including the Bank. The presentation by
investment bankers included information on the various capital raising proposals, the
proposal to purchase the Holding Company and the overall capital raising process. A
more detailed description of the presentation is set forth in the minutes of the Holding
Company.
Issues Related to Capital Raise - Shareholder Approval
Mr. Meyerson presented information on the form of equity securities to be offered by the
}.I Holding Company and the various regulatory and legal steps that would need to be taken,
including obtaining approval by the Holding Company's shareholders.
Executive Session
At 6:20 p.m., Mr. Killinger asked that the meeting go into executive session. All
members of management left the meeting at this time. other than Messrs. David,
Landefeld. Rotella and Killinger. Mr. Meyerson also remained. Mr. David then
submitted his presentation on compensation issues related to the recapitalization plan and
provided information in response to an earlier request from the Board reviewing
executive management's economic incentives to pursue the different strategic
alternatives. After answering questions from the Board, Messrs. David and Rotella left
the meeting. The Board then engaged in a thorough discussion regarding the Holding
Company's financial condition and the relative merits of the different strategic and
financial alternatives for the Holding Company under the circumstances. The Board fully
discussed the pros and cons of raising different amounts of capital. Messrs. Killinger,
Landefeld and Meyerson responded to numerous questions, including questions posed
previousfy, such as the difference between the fees that would be earned by the
investment bankers for raising capital as opposed to entering into a merger agreement.
Mr. Meyerson responded to a question regarding the Holding Company's ability to buy
back stock in the future. Messrs. Wolitzer and Erlanger rejoined the meeting to respond
to additional questions, including a question about what other institutions might also be
seeking capital and how much information about the Holding Company would be
provided to the "wall crossed" institutional investors as compared to private equity firms.
Doc 11176424
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Review of Consolidated Reports
Messrs. Cay, McMuray, Willias and Rotella submitted reprs on the fncial
condition of the Holding Compay ad its subsidiaries, including the Bank, on a
consolidated basis, including inforation respnsive to questions and requests raised
previously by the Boad. Te reors included inforaton on fnacia rsults, asset
quit, liquidity ad capital.
Investment Hanken' Preentation
Mr. Mahoney of Goldman Sachs, ad M. Cicero of Lehma Brthers, jointly present
material previously provided to the Board .enttl .'Coidenti entation to
Olympic's Board of Director." M. Maoney bga te prntation by brefy rprt
t the bids had ben reeive fm private equit frs interested i puchaing
equity surities fom te Holding Compay, ad t convetons wr underay wt
intitutional investors. On fnancial intution h submitted a bid to puhae the
Holding Compay and its subsidiaes, including the Bak. Te prsenttion by
investent banker include inforaton on the vaou capital rising ppsas, the
propsal to purchae t Holding Compay ad the ovel capit raising pess. A
mor detailed descripton of te prsentaton i set forh in the minutes of the Holding
Compay.
Issues Related to Capital Raie - Shareholder Approval
M. Meyeron presented inforation on te for of euity seuties to b ofere by the
'
Holding Company and the varous regulator ad legal stes tat would nee to b taken,
including obtaining approval by the Holding Compy's shareholder.
Executive Ssion
At 6:20 p.m., M. Klinger ake that the metig go into executive session. Al
membr of maagement lef the meetng a tis time. other t Mess. David,
Ladefeld. Rotella ad Kllinge. M. Meyerson als rmained. M. David ten
submtted his presentation on cmpnion isses related to the reaitaliztion pla ad
provide inforaton in respnse to a elier request fom te Boad reviewing
exeutve management's eonomic incentves to pusue the difernt stegc
altertves. Afer aswerng questions fom the Board, Mes. Davd ad Rotella lef
te meeting. Te Board then engage i a thorough discussion rgading the Holding
Compay's fnacial condition ad the relaive merts of the diferent stategic ad
fnacial atertives for the Holding Compay under the cirustances. Te Board flly
discussed the pros ad cons of raising diferent aount of capital. Messr. Kllinger,
Landefeld ad Meyerson responded to numerous questions, icluding questions pse
previousfy, such as the difernce between the fes that woud be eaed by the
investment bakers for raising capital a opposed to entering into a merger agreement.
M. Meyerson responded to a question regarding the Holding Compay's ability t buy
back stock in the fture. Messrs. Wolitzer ad Erlager rejoined the meeting to respond
to additional questions, including a question about what oter institutions might also be
seeking capital and how much inforation about the Holding Company would b
prvided to the "Wall crossed" institutional investors as compared to private equity frs.
U#17024
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Materials Redacted
The executive session concluded at approximately 7:05 p.m.
Doc fi 1 76424 4
Materals Redacted
Te executve session concluded at approxiately 7:05 p.m.
Oc#1704 4
B55
Attorney-Client Privileged Work Product
WASHINGTON MUTUAL, INC.
WASHINGTON MUTUAL BANK
Board of Directors Meeting Minutes
Monday t April 7 t 2008
The Board of Directors of Washington Mutual, Inc. (the "Holding Companyn) met
concurrently with the Board of Directors of Washington Mutual Bank (the "8ankn)
on Monday, April 7, 2008, for a special telephonic meeting.
Directors Present:
Anne V. Farrell
Stephen E. Frank
Kerry K. Killinger
Thomas C. Leppert
Charles M. Lillis
Phillip D. Matthews
Directors Absent: Stephen I. Chazen
Regina T. Montoya
James H. Stever
Management Present:
Todd Baker
Thomas W. Casey
Stewart M. Landefeld
Stephen J. Rotella
Charles E. Smith
Susan R. Taylor
Robert J. Williams
Michael K. Murphy
Mary E. Pugh
Wm. G. Reed, Jr.
Orin C. Smith
Advisors Present:
Phil Erlanger, of Lehman Brothers
Steve Wolitzer, of Lehman Brothers
Lee Meyerson, of Simpson Thacher
& Bartlett LLP
Resolutions for the Holding Company's Board's consideration had been posted
to BoardVantage on the afternoon of April 7, 2008.
Mr. Killinger presided and called the meeting to order at 5:00 p.m. and Ms. Taylor
served as secretary to the meeting. All Board members attended the meeting by
telephone, with Mr. Killinger, all members of management and the investment
bankers being together in the Executive Conference Room at WaMu Center in
Seattle.
Doc #178443
Atorney-Client Privileged Work Product
Board of Director Meetng Minuts
Monday t April 7 t 2008
The Board of Director of Washington Mutual, Inc. (the "Holding Companyn) met
concurently with the Board of Director of Washington Mutual Bank (the "8ankn)
on Monday, April 7, 2008, for a special telephonic meeting.
Direcors Present:
Anne V. Farrell
Stephen E. Frnk
Kerr K. Killinger
Thomas C. Lepper
Charles M. Lillis
Phillip D. Matthews
Directors Absent: Stephen I. Chazen
Regina T. Montoya
James H. Stever
Management Present:
Todd Baker
Thomas W. Casey
Stewar M. Landefeld
Stephen J. Rotella
Charles E. Smith
Susan R. Taylor
Rober J. Williams
Michael K. Murhy
Mar E. Pugh
Wm. G. Reed, Jr.
Orin C. Smith
Advisor Present:
Phil Erlanger, of Lehman Brother
Steve Woliter, of Lehman Brothers
Lee Meyeron, of Simpson Thacher
& Barlet LLP
Resolutions for te Holding Company's Board's consideration had been posted
to BoardVantage on the aferoon of April 7, 2008.
Mr. Killinger presided and called the meeting to order at 5:00 p.m. and Ms. Taylor
sered as secretary to the meeting. All Board member attended the meeting by
telephone, with Mr. Killinger, all member of management and the investment
banker being together in the Executive Conference Room at WaMu Center in
Seatle.
Uo#17b3
B56
Transaction Update
Mr. Killinger updated the Board on progress made to finalize the equity
investment transaction approved by the Holding Company's Board the day
before. Mr. Killinger reported that $7 billion had been raised on the terms
reviewed with the Board the day before. He reviewed the timing of the next
steps,
Materials Redacted
He expected the transaction to De announced prior to the opening of the
market the next day. He reported that Titanium was the anchor private equity
firm and that David Bonderman was expected to be Titanium's nominee to join
the Holding Company's Board, with Larry Kellner to be a board observer.
Mr. Casey listed the names of the institutional investors who had chosen to
participate, noting that Wellington and Fidelity were two new significant
shareholders. Mr. Casey responded to questions from the Board incJudinn a
question concemina the overall demand for the transaction.
Materials Redacted
He reportea that he haa recelvea an e-mail from the CEO at Flint,
acknowledging receipt of Mr. Killinger's letter.
Mr. Landefeld noted the need for the Holding Company's Board to adopt certain
clarifying resolutions and for the Transaction Committee to meet to formally
adopt the final pricing resolutions. He described the scope of the resolutions
before the Holding Company's Board to ensure exclusion of the Titanium and
other investments from Washington State's anti-takeover provisions. He read
through the resolutions. Upon a motion made and duly seconded, the
resolutions attached as "Appendix An were unanimously adopted by the Board of
the Holding Company.
The Transaction Committee meeting was then called to order, conducted its
business and adjourned.
Mr. Landefeld reported that the investment bankers had promised delivery of
their letters that day confirming their oral advice to the Holding Company's Board,
and were finalizing the forms. Management then reported on interactions with
certain of the potential investors over the last 24 hours and answered the Board's
questions. Mr. Killinger responded to questions about the special shareholders
meeting which would be called, and the anticipated market reaction to the
announcement. Mr. Killinger read passages from the revised press release to
the Board and discussed possible reactions, including criticism for dilution and
pricing of the transaction. Mr. Rotella reported favorably on the quality of
information presented to investors in connection with marketing the transaction.
Mr. Casey indicated that the investors would continue to be locked up until
material information was filed next week.
Doc #178443
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W: Confdentia Limite Access
Transaction Update
Mr. Killinger updated the Board on progress made to finalize the equity
investment transaction approved by the Holding Company's Board the day
before. Mr. Killinger repored that $7 billion had ben raised on the ters
reviewed with the Boar the day before. He reviewed the timing of the next
steps,
Materals Redacted
He expected the transaction to De announcd prior to the opening of the
market the nex day. He repored that Titanium ws th anchor private equity
fr and that David Bonderan was expected to be Tinium's nominee to join
the Holding Company's Board, with Larr Kellner to be a board obserer.
Mr. Casey listed the names of the institutional investor who had chosen to
paricipate, noting that Wellington and Fidelity were to new signicnt
shareholders. Mr. Casey responded to questions from the Boar incJudinn M
question concemina te overall demand for the transacion.
Materals Redacted
He reporea that he haa reclvea an e-mail frm the CEO at Flint,
acknowledging receipt of Mr. Killinger's letter.
Mr. Landefeld noted the need for the Holding Company's Board to adopt cerain
clarifing rsolutions and for the Trnsaction Commite to meet to formally
adopt the fnal pricing resolutions. He described the scpe of the resolutions
beore the Holding Company's Board to ensure exclusion of the Titnium and
other investents from Washington State's anti-takeover provisions. He read
through the resolutions. Upon a motion made and duly seconde, the
resolutions atached as "Appendix An were unanimously adopted by the Boar of
the Holding Company.
The Trnsaction Commitee meeting was then caled to orer conducted its
business and aoured.
Mr. Landefeld repored that the investment banker had promised delivery of
their leters that day confring their oral advice to the Holding Company's Board,
and were finalizing the forms. Management then repored on interactions with
cerain of the potential investors over the last 24 hour and answered the Board's
questions. Mr. Killinger responded to questions about the special shareholders
meeting which would be called, and the anticipated maret reaction to the
announcement. Mr. Killinger read passages from the revised press release to
the Board and discussed possible reactions, including criticism for dilution and
pricing of the transaction. Mr. Rotella repored favorably on the quality of
information presente to investors in connection with marketing the transacion.
Mr. Casey indicated that the investors would continue to be locked up until
material inforation was fled next week.
U41!0 2
B57
The meeting then went into Executive Session and all advisors and members of
management left the meeting, except for Messrs. Killinger, Landefeld and
Meyerson.
The meeting adjourned at 6:00 p.m.
Appendices:
Appendix A - Approval of Exclusion from Anti-Takover Provisions
Doc '178443
3
The meeting then went into Executive Session and all advisors and members of
management lef the meeting, except for Messrs. Killinger, Landefeld and
Meyerson.
The meeting adjourned at 6:00 p.m.
Apendices:
Appendix A - Approval of Exclusion frm Anti-Takover Provisions
UO817043 3
B58
RESOLUTIONS OF
THE BOARD OF DIRECTORS OF
APPENDIX A
WHEREAS, the Board of Directors of Washington Mutual, Inc. (the
"Corporation") adopted resolutions on April 6, 2008 (the "Original Resolutions-)
relating to the issuance and sale of shares of the Corporation's common stock
and two new series of preferred stock; and
WHEREAS, the certain of the Original Resolutions adopted by the Board
of Directors require completion; and
WHEREAS, capitalized terms used and not otherwise defined herein shall
have the meanings given to such terms in the Original Resolutions;
NOW, THEREFORE, BE IT:
AUTHORIZATION FOR ENSURING EXCLUSION FROM ANn-TAKEOVER
PROVISIONS
RESOLVED, that for purposes of Section 23B. 19.040 of the
Washington Business Corporation Act, the entry by the Corporation and any
Investor Party, to the extent that, after giving effect to the
contemplated by the Agreements, any such Investor Party constitutes an
"Acquiring person- under Chapter 23B.19 of the Washington Business
Corporation Act (together, the "Major Stockholders"), into the applicable
Agreement to which such Major Stockholder is party, the issuance of Investor
Sh.ares or Purchaser Shares, as the case may be (including the conversion of the
Convertible Preferred Stock into Common Stock), the exercise of the Warrants
for Common Stock and the consummation by such Major Stockholder of the
transactions contemplated thereby, is hereby approved; and further
RESOLVED, that in response to the letters received from any
Investor Party seeking unanimous approval prior to becoming a "Major
Stockholder" for purposes of Article X of the Articles of Incorporation (as defined
below), each such Investor Party becoming a "Major Stockholder" pursuant to the
entry by the Corporation and such Investor Party into the applicable Agreement
to which such Investor Party is party, the issuance of shares (including the
conversion of the Convertible Preferred Stock into Common Stock), the exercise
of the Warrants for Common Stock and the consummation by such Investor Party
of the transactions contemplated thereby, is hereby unanimously approved.
Doc #178443
RESOLUTIONS OF
THE BOARD OF DIRECTORS OF
APPENDIX A
WHEREAS, the Board of Director of Washington Mutual, Inc. (the
"Cororation") adopte resolutions on April 6, 2008 (the "Original Resolutions-)
relating to the issuanc and sale of shares o the Cororation's common stock
and to new series of preferred stock; and
WHEREAS, the cerain of the Original Resolutions adopted by the Board
of Directors require completion; and
WHERES, capitalized terms used and not otherse defned herein shall
have the meanings given to such ters in the Original Resolutions;
NOW, THEREFORE, BE IT:
AUTHORIZTION FOR ENSURNG ECLUSION FROM ANn-TAKOVER
PROVSIONS
RESOLVED, that for purposes of Secion 23B. 19.040 of the
Washington Business Corporation Ac, the entr by the Cororton and any
Investor Par, to the extent that, afer giving efec to the Jnsactions
contemplated by the Agreements, any such Investor Par constitutes an
"Acquiring peron- under Chapter 23B.19 of the Washington Business
Corporation Act (together, the "Major Stockholders"), into the applicable
Agreement to which such Maor Stockholder is party, the issuanc of Investor
Sh.ares or Purchaser Shares, as the case may be (including the conversion of the
Converible Preferred Stoc into Common Stock), the exercise of the Warrants
for Common Stock and the cnsummation by such Major Stockholder of the
transacions contemplated therby, is hereby approved; and frher
RESOLVED, that in response to the letters received from any
Investor Party seeking unanimous approval prior to becoming a "Major
Stockholder" for purposes of Aricle X of the Articles of Incorporation (as defned
below), each such Investor Pary becoming a "Major Stockholer" pursuant to the
entr by the Corporation and such Investor Party into the applicable Agreement
to which such Investor Party is party, the issuance of shares (including the
conversion of the Converible Preferred Stock into Common Stock), the exercise
of the Warrants for Common Stock and the consummation by such Investor Party
of the transactions contemplated thereby, is hereby unanimously approved.
Do #170+
B59
DIRECTOR'S WAIVER OF NOTICE OF
SPECIAL MEETING OF BOARD OF DIRECTORS
I hereby waive notice of the meeting of the Boards of Directors of
Washington Mutual, Inc. and Washington Mutual Bank. held on Monday, April 7,
2008 at 5:00 pm PST.
174319
I hereby waive notic of the meeting of the Boards of Director of
Washington Mutual, Inc. and Washington Mutual Bank. held on Monday, Arl 7,
2008 at 5:00 pm PST.
17418
B60
WASHINGTON MUTUAL, tNC.
Washington Mutual. Inc. and Washington Mutual Bank. held on Monday. April 7.
2008 at 5:00 pm PST.
174319
WASHINGTON MUTUAL, tNC.
I hereby waive notice of the meeting of the Boards of Director of
Washington Mutual. Inc. and Washington Mutual Bank. held on Monday. April 7.
2008 at 5:00 pm PST.
1T43T8
B61
SPECIAL MEETING OF BOARDS OF DIRECTORS
Washington Mutual, Inc. and Washington Mutual Bank, held on Monday, April 7,
2008 at 5:00 pm PST.
~ J L 4 + nT.MOntoya
174319
SPECIAL MEETING OF BOARDS OF DIRECTORS
I hereby waive notic of the meeting of the Boards of Directors of
Washington Mutual, Inc. and Washington Mutual Bank, held on Monday, April 7,
2008 at 5:00 pm PST.
JL+
nTntoya
1741b
B62
CONSENT OF SOLE SHAREHOLDER
IN LIEU OF ANNUAL MEETING
The undersigned, being the sole shareholder of Washington Mutual Bank, a
federal savings association duly authorized and existing under the laws of the United
States of America (the "Associationj, and in lieu of the annual meeting of the sole
shareholder, hereby consents to the adoption of the following resolutions:
175323
Election of Directors
RESOLVED, that the following persons are hereby elected by the
shareholder to serve as directors of the Company until the next annual
election of directors, and their successors are duly elected and qualified,
or until their earlier resignation, removal or termination:
David Bonderman
Stephen I. Chazen
Stephen E. Frank
Kerry K. Killinger
Thomas C. Leppert
Charles M. Lillis
Phillip D. Matthews
Regina T. Montoya
Michael K. Murphy
William G. Reed, Jr
Orin C. Smith
James H. Stever
Dated this 24n1 day of April, 2008.
B y ~ ~
Stewart landefeld
Interim Chief legal Officer
The undersigned, being the sole shareholder of Washington Mutual Bank, a
federal savings assoiation duly authorie and existing under the laws of the United
States of America (the "Associationj, and in lieu of the annual meeting of the sole
shareholder, hereby consent to the adopton of the following resolutions:
1TbZ
Election of Director
RESOLVED, that the following perons are hereby elcted by the
shareholder to sere as dirctor of the Company until the nex annual
election of director, and their succssor are duly eleced and qualifed,
or until their earlier resignation, removal or termination:
David Bonderan
Stephen I. Chazen
Stephen E. Frnk
Kerr K. Killinger
Thomas C. Lepper
Charles M. Lillis
Phillip D. Mathew
Reina T. Montoya
Michael K. Murphy
William G. Red, Jr
Orin C. Smith
Jame H. Stever
Dated this 24
n
day of April, 2008.
By
Stewar landefeld
Interim Chief legal Ofcr
B63
RESIGNATION
I hereby resign all director, officer and committee positions that' hold at
Washington Mutual, Inc. and any of its subsidiaries or affiliates. My resignation is
effective as of the close of business on April 00 ,2008.
Michaela A. Albon
175804v1
RESIGNATION
I hereby resign all director, ofcer and commit t ee positions that' hold at
Washington Mutual, Inc. and any of its subidiares or afliates. My resignation i
efce as of the cloe of bsiness on Ail 0 ,20.
Michaela A. Albn
17M0V1
B64
O'Brien, Linda
From: leppert, Tom [Tleppert@tJeppert.comJ
Sent: Tuesday, April 29, 2008 10:33 AM
To: O'Brien, linda
Materials Redacted
This will confirm my approval.
Please contact me via e-mail if you need any additional Information.
Tom
Thomas C. Leppert
Mayor
City of Dallas
1500 Marilla Street
Dallas, Texas 75201
214.670.4054
From: O'Brien, Unda [mallto:linda.o.brlen@wamu.net)
Sent: Monday, April 28, 2008 4:51 PM
To: leooert. Tom; Sexton, Renee
Materials Redacted
ri:lgc: 1 Ul 1
In addition, you will notice that we will a/so need Signature pages from all directors by Thursday, May 1 for a
separate item-the filing of the registration statement for the capital raising transaction. Thank you.
Unda D. O'Brien
Senior Paralegal
Washington Mutual
1301 Second Avenue, WMC 3501
Seattle, WA 98010
206.500.4338 direct, 206.377.2230 fax
IInda.o.brlenOwamu,net
This communication may contain privileged or other confidential Information. If you have received It In error, please advise the sender by reply email and Immediately delete the message and any attachments without copying or disclosing the contents. Thank you
IRS Circular 230 Disclosure: To ensure compliance with requirements Imposed by the IRS, I Inform you that any U.S. federal tax advice contained In this communication (Including any attachments) Is not Intended or written to be used, and cannot be used, for the purpose of (I) avoiding penalties under the Internal Revenue Code or (Ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.
04129/2008
O'Brien, Linda
From: lepper, Tom [Tlepper@teppr.comJ
Sent: Tuesday, Aprl 29, 208 10:3 AM
To: O'Brien, linda
Materals Redacted
This wll confr my approval.
Please contct me via e-mail if you need any additonal Inforaton.
Tom
Toas C. Leper
Mayo
Ci of Dalas
1500 Marlla Ste t
Dlla, Tea 75201
214.670.405
Frm: O'Brien, Un [mll:linda.o.br@wamu.ne)
Sn: Mod, Arl 28, 20 4:51 P
To: lo Tom; Sn, Ree
Materals Redacted
rgc UI L
In additon, you will nt tat W will a/s ne Signature pages fm all diror by Thurday, May 1 fr a
separate itm-te fling of te registtion stement for te cpital rising tansaction. Thank you.
Unda D. O'BIen
Senior Paralegal
Washingtn Mutual
I301 Second Avenue, WMC 30I
Seattle, WA 9010
Z0.00.933 direct, Z0b.377.ZZ30 fax
0.,0HWWm,m
This communiction may contain privileged or other confdential Infrmation. If you have reeived It In error, please advise the
sender by reply email an Immediately delete the message and any attachments without copying or disclosing the contents. Thank
you
IRS Circular Z30 Disclosure: To ensure compliance with requirements Imposed by the IRS, I Infrm you that any U.S. federl tax
advice contained In this communication (Including any attachments) Is not Intended or written to be used, an cannot 0 used, for
the purpose of (I) avoiding penalties under the Interal Revenue Coe or (Ii) promoting, marketing or recommending to another
pr any transaction or matter addressed herein.
0419/2008
B65
.. ___ ...... _ _ .... .a_a _ ...., .......... """a
O'Brien, Linda
From: Leppert, Tom [Tleppert@tleppertcom]
Sent: Monday, April 28, 2008 5:05 PM
To: O'Brien, Linda
Cc:
Materials Redacted
This will confinn my approval. I am travelling in China and unable to print and fax.
Thomas C. Leppert
Thomas C. Leppert
Mayor
City of Dallas
- Original Message-
From: O'Brien," Linda <linda.o.brien@Wamu.net>
To: Leppert, Tom; Sexton, Renee
.
Scm: Mon Apr 28 17:50:34 2008
Materials Redacted
In addition, you will notice that we will also need signature pages from aU directors by Thursday, May 1 for a separate item-
the filing of the registration statement for the capital raising transaction. Thank you.
Linda D. O'Brien
Senior Paralegal
Washington Mutual
1301 Second Avenue, WMC 350)
Seattle, WA 98010
206.500.4338 direct, 206.377.2230 fax
linda.o.brien@wamu.net
This communication may contain privileged or other confidential infonnation. If you have received it in error, please advise
0412912008
. = w 9 ^# % W A&&W
O'Brien, Linda
From: Lepper Tom [epper@tleppercm]
Sent: Monday, Aprl 28, 2008 5:05 PM
To: O'Brien, Linda
Cc: Sen,Renee
Materals Redacted
Tis will confnmy apoval. I Mtvellig in China ad uable to pnt and fa.
Toma C. Lp
Toma C. Lep
Mayor
Cit of Dalla
-Og Message-
O. O're" Lida <linda.o.bien@Wau.net
To: Lep To; Sexto Ree
=
Sc: Mo Ap 28 17:50:34 2008
Materals Redacted
U addito, yoB wil notce ta we will also ne siga pe fm a dr b Tuday, May 1 fo a sepae it
te flig of te rgo seet fo te cit risig taco. Ta yo
Linda D. O'Brie
Senio Paea
Waingon Mut
1301 Sond Avenue, WMC 350)
Seatle, WA 98010
206.50.4338 direct, 206.377.2230 fa
linda.o.brien@wau.net
Tis communication may contain privileged or other confdential infonation. If you have received it i error, pleae advise
04191008
B66
Materials Redacted
Page 20 .. 2
the sender by reply email and immediately delcte the message and any attachments without copying or disclosing the
contcnts. Thank you
IRS Circular 230 Disdosure: To ensure compliance with requirements imposed by the IRS, I inform you that any U.S.
federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and
cannot be used, for the purpose of (i) avoiding pc;nalties under the Internal Revenue Code or (ii) promoting, marketing or
recommending to another party any transaction or matter addressed herein.
.
04/2912008
Materals Redacted
Page 20 .. 2
the sender b reply email and immediately delcte the message ad any attachments without copying or disclosing the
contcnts. Ta you
IRS Ciula 230 Disdour: To ensur compliace wit requirements ipsed b te I, I ior you that ay U.S.
federal Wadvice contned in tis comuicaion (including ay athet) is not inteded Owt to b ue ad
canno b used for te puose of (i) avoiding pnaltie under te Ita Reveue Co 0(ii) promotig, maketng or
recommendig to aoer pa ay tsacion or mater addessed herei.
.
04/2912008
B67
IHJi.\IU v UlILagt:
d l q ~ : 1 t
View Approval Status
Tally
Priority Normal
CompletIon Criteria Consensus
Due Date 0413012008
Materials Redacted
CraatonI Susan Taylor; Lynn Thomas;
l'agc 1 ot J
='--==-=-=-='=====-=--=-'--=-================-'-=-=-- =--=-================'-=-==--="'====================
Vote
Approve
Abstain
Not Approve
No Response
Final Status
Status of Respondents
Respondents Status
Response Total
Action
9
o
o
6
Ongoing
Responses
----------------------,-------- ,',,---------,--------
0
Michael Murphy Approve
0
James Stever Approve
0
Orin Smith Approve
0
Regina Montoya Approve
0
Test Director Not Responded
https:/Isecure.boardvantage.com/portal/app
-==
Offline
o
o
o
o
o
04129/2008
I1:HILv UILgt
dlq
:
View Approval Status
Tally
Prr Normal
Co n Cra Consensus
Du Da 0101008
Materals Redacted
Ca Susan Taylor Lynn Thomas;
l'agc 1 ot J

Vot
Apprve
Abstain
Not Approve
No Response
Final Status
Status of Respondents
Respondent StUs
Response Total
Action
9
o
o
6
Ongoing
Responses
--------------------,-------- ,' ,,---------,------
0
Michael Murphy Approve
0
James Stever Apprve
0
Orin Smith Approve
0
Regina Montoya Approve
0
Test Diretor Not Responded
htps:/secu.boardvatage.comportaapp
=
Ofine
o
o
o
o
o
04129/2008
B68
I \oaru Vantage Page 2 of3
0
Wendy Cadman Not Responded
0
0
Charles Lillis Approve
0
U
Margaret Osmer McQuade Not Viewed
0
U
Stephen Frank Not Viewed
0
0
Debbie Johnson Not Viewed
0
0
Kerry Killinger Approve
0
0
Phillip Matthews Approve
0
0
Thomas Leppert Approve
0
0
Stephen Chazen Approve
0
0
William Reed Not Viewed
0
Comments
Regina Montoya
Approve
0412812001
PrIvate Message
(No Comments)
PhilDp Matthew8
Approve
04J2712OO1
PttvalB Message
(No Comments)
Phillip Matlhewa
Approve
04127I200I
PrivaIB Message
(No Comments)
Jamee Stever
Approve
0412712001
Private MessaGe
(No Comments)
James Stavw
Approve
04127I200I
Private Message
(No Comments)
Orin Smith
Approve
0412712001
PtfvaIB Meaage
(No Comments)
Charles Un.
Approve
04121I200I
Prlvate M'essag8
(No Comments)
Charfea UIIIs' Approve
0412112001 .
Pri'late Message (No Comments)
Stephen Chazen
Approve
04l2Il2001
Private Message
(No Comments)
Michael Murphy
Approve
04121I200I
PriYste Message
(No Comments)
Michael Murphy
Approve
0412112008
Private Message
(No Comments)
Kerry Killinger
Approve
CW2112008
04129/2008
I \oaru Vantage
0
Wendy Cadman
0
Charles Lillis
U
U
Stephen Frank
0
Debbie Johnson
0
Kerr Killinger
0
Phillip Mathews
0
Toas Lepper
0
Stephen Chaen
0
William Re
Comments
Reina M
Approve
WW
Pt Ms
(No Comments)
PhilDp Mt
Approve
WG
Ptal Ms
(No Comments)
Phillip MW
Approve
07G
PI Ms
(No Comments)
Je S
Approve
07GW
Pt Ms
(No Comments)
Jae S
Approve
07G
Pt Ms
(No Comments)
Orn Si
Approve
07GW
P Ma
(No Comments)
Cha Un
Approve
0N
P Ms
(No Comment)
Cha UII '
Approve
0&W
P
t Ms
(No Comments)
Ste Chae
Approve
0W
Prt Ms
(No Comments)
Mi Murhy
Approve
WN
Pt Ms
(No Comments)
Mic Murhy
Approve
W&W
Pra Mesa
(No Comments)
Kr Killinge
Approve
0&W
Page 2 of3
Not Responded
0
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0
Not Viewed
0
Not Viewed
0
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0
Approve
0
Approve
0
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0
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0
No Vee
0
0419/2008
B69
I ~ o a r d V an tage
Private Message (No Comments)
Thomas Leppert Approve
0<412W2oo8
Private Messsge (No Comments)
https:llsecure.boardvantage.com/portal/app
Page 3 of3
04/79/?OOR
I oard V Htage
Pr
ate Messag
e
(N
o Comments)
Toas Lepe
r Approve
0GW
Prat Mss
e
(N
o Comments)
https:llsecure.boardvantage.compralapp
Page 3 of3
04/79/OOR
B70
OBrien. Linda
From:
lent:
To:
steve5865@gmail.com
Monday, April 28, 2008 3:01 PM
O'Brien, linda
Subject:
Materials Redacted
I approve, but have no access to BoardVantage. Please use this as OK.
Sent via BlackBerry by AT&T
-----Original Message-----
From: "O'Brien, Linda" <linda.o.brien@wamu.net>
Date: Mon, 28 Apr 2008 14:35:48
To:<steve@avantwireless.com>
Materials Redacted
Linda D. O'Brien
Senior Paralegal
Washington Mutual
1301 Second Avenue, WMC 3501
Seattle, WA 98010
.206.500.4338 direct, 206.377.2230 fax
linda.o.brien@wamu.net <mailto:linda.o.brien@wamu.net>
This communication may contain privileged or other confidential information. If you have
received it in error, please advise the sender by reply email and immediately delete the
nessage .and any attachments without copying or disclosing the contents. Thank you
:RS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, I
.nform you that any U.S. federal tax advice contained in this communication (including any
.ttachments) is not intended or written to be used, and cannot be used, for the purpose of
i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or
ecommending to another party any transaction or matter addressed herein.
1
OBrien. Linda
From:
lent:
To:
steve5865@gmail.com
Monday, April 28, 2008 3:01 PM
O'Brien, linda
Subject:
Materals Redacted
approve, but have no access to BoardVantage. Please use this as A.
Sent via BlackBerry by P6
-----Original Message-----
From: "O'Brien, Linda" <linda.o.brien@wamu.net>
Date: Mon, < Apr Z 14'4
To:<steve@avantwireless.com>
Materals Redacted
Linda D. O'Brien
Senior Paralegal
Washington Mutual
JJ Second Avenue, WMC J
Seattle, WA J
<..4 direct, <<< fax
linda.o.brien@wamu.net <mailto:linda.o.brien@wamu.net>
This comunication may contain privileged or other confidential information. If you have
received it in error, please advise the sender by reply email and imediately delete the
nessage
.
and any attachents without copying or disclosing the contents. Thank you
:RS Circular < Disclosure: To ensure compliance with requirements imposed by the IRS, I
.nform you that any U.S. federal tax advice contained in this comunication (including any
.ttachments) is not intended or written to be used, and cannot be used, for the purpose of
i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or
ecomending to another party any transaction or matter addressed herein.
I
B71
I
QUP ~ WaMu

l
MEMORANDUM
DATE: April 25, 2008
TO: Board of Directors of Washington Mutual Bank
FROM: Bill Lynch
Materials Redacted
Washington Mutual, Inc. - Confidential
I
QUP WaMu

t
M E MORAND U M
TO: Board of Director of Washington Mutual Bank
FROM: Bill Lynch
Materals Redacted
Washington Mutual, Inc. - Confdential
B72
Materials Redacted
NOW, THEREFORE, BE IT RESOLVED, that the proposed minutes of the Board's April 15,
2008, meeting reflecting the discussion of the progress report, as set forth above, are hereby
approved.
Dated: April-, 2008
Kerry K. Killinger
Stephen I. Chazen Stephen E. Frank
Thomas C. Leppert Charles M. Lillis
175657
Materals Redacted
20, meeting refecing the discussion of the prorss repr, as set forth above, are hereby
approved.
Dated: April - 2008
Kerr K. Killinger
Stephen I. Chaen Stephen E. Frank
Thomas C. Leppr Charles M. Lillis
17bb7
B73
Materials Redacted
2008, meeting reflecting the discussion of the progress report, as set forth above, are hereby
approved.
Dated: April_, 2008
Kerry K. Killinger
Stephen I. Chazen
Stephen E. Frank
Thomas C. Leppert
Charles M. Lillis
175657
Materals Redacted
20, meetng refecing the discussion of the prorss repr, as set forh above, ar hereby
approved.
Dated: Aprl _, 2008
Kerr K. Killinger
Stephen I. Chazen Stephen E. Frank
Thomas C. Lepper Chares M. Lillis
17MT
B74
Phillip D. Matthews
Regina T. Montoya
Michael K. Murphy
Mary E. Pugh
William G. Reed, Jr.
Orin C. Smith
James H. Stever
175657 v1
0412512008 3:51 PM
Phillip D. Matthews Regina T. Montoya
Michael K. Murhy Mararet Osmer McQuade
Mar E. Pugh Wlliam G. Reed, Jr.
Orn C. Smih James H. Stever
17M7vT ZMZ0J.T FM
B75
TELEFAX TRANS, T TA L SHE E r
.2CJ.
...
( ,[
DATE:
l.kt'to.6A,
TO: HAKE
" "
COMPANY
.
CITY
FAX NUKBER. 2oft,
3:"-
10
-
,
J1l(K:
KAJlGAllE1' OSIIEK-Kc
HOllIe : 125 Baat: 72Dd S
7-P
l!Ie .. York, BY
1(
TELBPBOlU: (212 10-0009
FAX.: (212 0-06.58
R. O. Box 744
Si con.at. ItA.
nn..EPHQlR: 8 7-6536
FAX: (508 7-9722
NUMBER. OF PACES rr INCUJDING COVEll SHEET
3
,
I
,
,
:
.. , "
BS90-01.S- cna
T:
J:
2W _ T W L 1
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n.: 8 7-6536
FA:
(50 7-9722
NE OF PAE r ICING COl
3
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B76
Materials Redacted
. Now. THEREFORE. BE IT RESOLVED. that the proposed mrnute. d 1he Board', April 15,
2008, meetfng rafteclJng the discuaion of the progress report, as set for1h abow, are hereby
approved.
Dated: Aprtf ~ 2008
Keny K. Killinger
Stephen f. Chazen
stephen E. F r a ~
Thomas C. Leppert
Chartes M. UfOs
175657
: . a
8S90-01.S-Z1Z
W,.." T : T Ann7 1:'""7 ,...I"
WASHNGTON MUAL BAK
Mate
rals Redacted
. Nw. TER BE I RESOVED. ta t prpo mrnue. d 1 Bar', Al 15,
20met rn t diain o t prs rp, Ws for ab, M h
ap .
Dte Ap 20
Kn K Kllir
Se f. Cae step E. Fr
Thos C. Lep Chares M. UfO
J7M
: . a
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M- t mm c tw +
B77
Phillip D. Matthew8
Regina T. Montoya .
Michael K Murphy
MaryE.Pugh
WIlliam G. Reed. Jr.
OrIn C. Smith
17eM7v1
04125120lIl 3:51 PM
RS90-0/.C;-?, I?
---- -- _.
Philip D. Mat
Michal K Murhy
ME.P
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I7MV
~f.~+ I
Rin T. Mna .
Wll G. Re. Jr.
DO31 F
---- -- _ .
B78
_'-_ __ I _ .. ,..... I. WL...' tJ.:,.
Phillip D. Matthews
Regina T. Montoya .
Michael K. Murphy
. Margaret Osmer McQuade
MaryE. Pugh fcA
.ke.,/1
/ ~ iam G. Reed, Jr.
Orin C. Smith
James H. stever
175857111
0412512008 3:51 PM
TOTf:L P.02
Phillip D. Matthews
Micael K Mury
MarE. Puh
Orn C. Smi
77v1
Regina T. Montoya .
_'_ __ I _ . ,. I . WL.' t.
. Mararet Osme McQuade
fA.k.1/
iam G. Red, Jr.
James H. steve
0.bT HM
!M P.02
B79
!I
I
I
I
Wm. G. Reed, Jr.
1402 Third Avenue, Suite 1318
Seattle, WA 98101
FAX: (206) 224 5470
FAX TRANSMITTAL COVER SHEET:
Date: April 29, 2008
Attention: . linda O'Brien
Saf.co Corporation
FAX: 206-377-2230
From: Gary Reed
No. of Pages: Cover + 1
RE: Approval
If you do not receive all the pages, please call back as
soon as possible (206) 224-5466.
J
8
f
Wm. G. Reed, Jr.
142 Third Avenue, Suite 1318
Seatle, WA 98101
FA: (206) 224 5470
FA TRANSMITTAL COVER SHEET:
Date: Aprl 29, 2008
Atention: . linda O'Bren
Saf.co Corporaton
FA: 206-37-2230
From: Gar Reed
No. of Pages: Cover T 1
R: Approval
I yu do not rceie al the page, please call back as
soon as possible (206) 224566.
B80
!ii WaMu
'. :1. "''':''. ~
MEMORANDUM
TO: David Bondannan
FROM: Bill Lynch
RE:
Materials Redacted
Washington Mutual, Inc. - Confidential
!
i
i
W
a
M
u
.
MEMORANDUM
DATE: April 2, 2008
TO: Daid Bondanan
FROM: Bill Lynch
RE:
Materals Redacted
Washinton Mutua, Inc. - Confdential
B81
WASHINGTON MUTUAL SANK
Consent and Ratification by Current Director with regard to
Minutes of Action at Meeting prior to Election
WHEREAS. the undersigned has been Informed by the Secretary and Assistant Secretary of
Washington Mutual Bank (the uBanl() that, on the morning of April 15, 2008, the Board of
Directors of the Bank (the -Board-)
Materials Redacted
. Dated: AprjII!1 2()()8
Davk;l Sondem)an
175757
..
WASHINGTON MUTUAL SANK
Consent and Ratifcaton by Current Director with regar to
Minuts o Acton at Metng prior t Election
WHERE. the undersigne ha be Infre b the Seca ad Assistant Secretar of
Washington Mutual Bank (the uBanl) tha, on the moing of Aprl 15, 2008, t Boar o
Diretor of te Bank (te -Board-)
Materals Redacted
.
Dad AII 2(8
Dv Sdan
175757
..
B82
The undersigned. being the sole shareholder of Washington Mutual Bank. a
federal savings association duly authorized and existing under the laws of the United
States of America (the "Association,. and in lieu of the annual meeting of the sale
shareholder. hereby consents to the adoption of the following resolutions:
175323
Election of Directors
RESOLVED. that the following persons are hereby elected by the
shareholder to serve as directors of the Company until the next annual
election of directors. and their successors are duly elected and qualified.
or untiftheir earlier resignation. removal or termination:
David Bondennan
Stephen I. Chazen
Stephen E. Frank
Kerry K. Killinger
Thomas C. Leppert
Charles M. Lillis
Phillip D. Matthews
Regina T. Montoya
Michael K. Murphy
William G. Reed. Jr
Orin C. Smith
James H. Stever
Dated this 24rd day of April. 2008.
WASHINGTON MUTUAL. INC.
B Y ~ ~
Stewart Landefeld
Interim Chief Legal Officer
The undersigned. being the sole shareholder of Washington Mutual Bank. a
federal savings association duly authoried and existing under the laws of the United
States of America (the "Association,. and in lieu of the annual meeting of the sale
shareholder. hereby consents to the adoption of the following resolutions:
175323
Electon of Dirctor
RESOLVED. that the following perons ar hereby eleced by the
shareholder to sere as directors of the Company until the nex annual
election of direcor. and their successors are duly elected and qualied.
or untiftheir earlier resignation. removal or teri nation:
David Bondenan
Stephen I. Chazen
Stephen E. Frank
Kerr K. Killinger
Thomas C. Lepper
Charles M. Lillis
Phillip D. Mathew
Regina T. Montoya
Michael K. Murphy
William G. Reed. Jr
Orin C. Smith
James H. Stever
Dated this 24
r
day of April. 2008.
WASHINGTON MUTUAL. INC.
B
Y
Stewar Landefeld
Interim Chief Legal Ofcer
B83
April lS, 2008
Mr. Kerry KIllinger
Chairman and CEO
Washington Mutual Bank
1301 Second Avenue
Seattle, WA 98101
Dear Kerry:
",
I am pleased to have had the opportunity to serve Washington Mutual as a
member of the Board,.but much has changed both withIn the Bank and In the
financial markets since I agreed to stand for another term. While you, I and
others saw and warned of the potential In the housing market, I
don't believe anyone predicted how badly credit markets would be rolled
and how serious the resulting dislocations would become. It has affected
some of the largest financial Institutions In the country, and the turmoil continues.
Board service has become IncreasIngly time consuming, at the same time that market volatility Is at historic highs and market illiquidity Is creating significant challenges for all Involved. This creates a very difficult balancing
act ror me In my business and has led me to the dlfftcult decisIon that I will
resIgn from the Board of WashIngton Mutual effectIve immedIately.
My decision to leave the Washington Mutual Board was not made lightly and I
would never have done so had we not been successful In obtaining the additional capital to meet the bank's needs. The bank has successfully raised
ten billion dollars In new capital In the past four months. In addition the
Bank Is adding David to the board. I have known David for over
a decade and am confident that he will bring a high level ot busIness and
financial expertfse to the board. I am very glad that he Is joining the bank
and comfortable that the board, the companv and shareholders will be well
served In thls transition.
-
While the last nine months have certalnlv been challenging, I am proud of
the Bank's long record of service to the communitIes where It is located. WashIngton Mutual became the natIon's leadIng thrift by helpIng millions of
people buy homes. The company's history of helping hard working people dates back to 1890 when It made the first monthly payment home mortgage
loan In the country to a Seattle fisherman. Now we are in the midst of the most profound housing crisis sInce the Great Depression. The very fact that a
April lS, 2008
Mr. Kerr KIllinger
Chairman and CEO
Washington Mutual Bank
1301 Second Avenue
Seatle, WA 98101
Dear Kerr:
",
I am pleased to have had the opporunit to sere Washington Mutual as a
member of the Board,.but much has changed bt wi thIn te Bank and In the
fnancial markets since I agreed to sand for another term. While you, I and
other saw and wared of the potential wekness In the housing market, I
don't believe anyone prediced how badly he credit market would be rolled
and how serous the resulting dislocations would become. It has afeced
some of the largest fnancial Institutions In the countr, and the turmoil
continues.
Board serice has become IncreasIngly time consuming, at the same time
that market volatlit Is at historic highs and market illiquidity Is creatng
signifcnt challenges for all Involved. This crates a ver difcult balancing
act ror me In my business and has led me to the dlfcult decisIon that I will
resIgn fom the Board of WashIngton Mutual efecIve immedIately.
My decision to leave the Washington Mutual Boar was not made lightly and I
would never have done so had we not been successfl In obtaining the
additional capitl to meet the bank's needs. Te bank has successflly rised
ten billion dollar In new capital In the past fur months. In addition the
Bank Is adding David Qondean to the boar. I have known David for over
a decade and am confdent that he will bring a high level ot busIness and
financial experfse to the boar. I am ver glad that he Is joining the bank
and comforable that the board, the companv and shareholder will be well
sered In thls trnsition.
-
While the last nine months have ceralnlv been challenging, I am proud of
the Bank's long record of serice to the communitIes where It is located.
WashIngton Mutual became the natIon's leadIng thrf by helpIng millions of
people buy homes. Te company's histor of helping hard working people
dates back to 1890 when It made the frst monthly payment home morgage
loan In the countr to a Seattle fsherman. Now we are in the midst of the
most profound housing crisis sInce the Great Deprssion. The ver fact that a
B84
bank built on the home mortgage business Is going to survive this economic
upheaval Is testament that many good decisions were made.
As Chair of the Finance Committee, I am confident that within our area of
responsibility, we focused on the right issues and had the bank moving in the
rIght direction In advance of the credit crunch and housing meltdown. We
have a strong board comprised of people with varying opinions and
perspectIves, which is necessary for good corporate governance. No one
dIrector can or should Insist on substituting their judgment for of
management's or the other directors, That would create chaos. The course
taken was appropriately chosen and was agreed to I am certain now,
with the marvelous benefit of hindSight, that we all wish we had moved even
more quIckly than we did to reduce our higher risk mortgage exposure.
Fortunately my tenure on the Board consIsted of more than just the
mortgage crisis of the last nfne months, I have had the pleasure of working
with a group of smart, talented and dedIcated board members. Over the
years, I have also been blessed to work closely with some of the bank's
senior management. The Bank has many talented leaders and In thIs time of
crrsls many people standout for their contributions to the company's success.
The people that I served with over the years wflf be one of the highlights of
my board servIce.
I believe that my leadershIp of the Finance Committee contributed to a more
robust and thorough focus on key areas of risk and responsibility for the
Committee and the Company. From a risk management perspective I am
pleased that we explored alternatives to reducing sub-prfme risk such as the
ABX and CMBX Indices at one of our Anance meetings, From a governance
standpoInt, I believe we made many Improvements that enhanced board .
oversIght and understanding.
Washington Mutual Is a great bank with a wonderful legacy and It has
been an honor for me to be a part of that and to have served as a member of
the board of directors. It Is rewardIng to think about how many people over
the last century the company has helped to get their first house or job. I
also am proud of what a great corporate citizen the bank has been with Its
outstanding leadership In philanthropy.
It is hard to leave, but I am conVinced It Is the right time. Thank you for a
wonderful opportunity to serve.
Sincerely,

Mary E. Pugh
bank built on the home mortgage business Is going to surive this economic
upheaval Is testament that many good decisions were made.
As Chair of the Finance Committee, I am confdent that within our area of
responsibilit, we focused on the right issues and had the bank moving in the
rIght direction In advance of the credit crunch and housing meltdown. We
have a strong board comprised of people with varying opinions and
perpectIves, which is necessar for good corporate governance. No one
dIrector can or should Insist on substituting their judgment for tat of
management's or the other director, That would create chaos. The course
taken was appropriately chosen and was agreed to an I am cerain now,
with the marelous beneft of hindSight, that we all wish we had moved even
more quIckly than we did to reduce our higher risk morgage exposure.
Forunately my tenure on the Board consIsted of more than just the
morgage crisis of the last nfne months, I have had the pleasure of working
with a group of smar, talented and dedIcated boa rd member. Over the
years, I have also been blessed to work closely with some of the bank's
senior management. The Bank has many talented leader and In thIs time of
crrsls many people standout for their contributions to the company's success.
The people that I sered with over the years wflf be one of the highlights of
my boar serIce.
I believe that my leadershIp of the Finance Commitee contributed to a more
rbus and thorugh fcus on key areas of risk and responsibility for te
Commitee and the Company. From a risk management perpecive I am
pleased tat we explord alteratives to reducing sub-prfme risk such as the
ABX and CMBX Indices at one of our Anance meetings, From a goverance
standpoInt, I believe we made many Imprvements that enhanced board .
oversIght and undertanding.
Washington Mutual Is a great bank with a wonderul legacy and It has
been an honor for me to be a par of that and to have sered as a member of
the boar of director. It Is rewarIng to think about how many people over
the last centur the company has helped to get their frt house or job. I
also am proud of what a great corporte citizen the bank has been with Its
outstanding leadership In philanthropy.
It is hard to leave, but I am conVinced It Is the right time. Thank you for a
wonderl opporunity to sere.
Sincerely,
1
}
6
Mar E. Pugh
B85
Certificate of Secretary
Excerpt from Minutes of April 15, 2008, Meeting of Board of Directors
Materials Redacted
Certified as accurate by Corporal" Secretary of Washington Mutual Bank:
175227
~
Susan R. Taylor
Corporate Secretary
Cerifcate of Secretar
Excerpt from Minutes of April 15, 2008, Meeting of Board of Directors
Materals Redacted
Cerifed as accurt by Corrl" Secrtr of Washington Mutal Bank:
175227

Susan R. Taylo
Cororte Sectar
B86
- -
Revised
Washington Mutual
April 16, 2008
GL Administration Policy
Policy to
New GL Account
Policy to Request New GL Account
Summary
A new general ledger account is an account that does not currently exist on the GL system. The
need for a new GL account can be the result of a new product, changes to accounting or reporting
practices, policies. and financial system requirements, or needed for the mapping of acquisitions.
New GL accounts are also required due to the business rule stating that only one GL can support one
system (not applicable to equity or Income accounts). One GL should not represent multiple systems
being used to process entries. Requests to open an existing GL account to an additional company or
cost center are addressed separately in the General Ledger Cost Center (GLRC) opening
procedures. Additional guidance can also be found in the Triple Request policy on the Corporate
Controlier's web site.
Policy .GL Maintenance Form.
Balance sheet accounts are owned by individuals, and posted to, at the triple (company, account,
cost center) level. When a new GL account is requested, the original account owner will also become
. __ balance with the new account. _____ ._. ____ _
Income statement accounts however, do not have an assigned owner and are not owned at the triple
level. Reconciliation for income statement accounts Is done with each segment that has cost centers
opened to the specified account. Please refer to the Account Owner and Poster Responsibilities
.Policy for further information on balance sheet and income statement accounts.
All new GL requests will be submitted and processed via the .GL Maintenance Form .along with a
copy of the Accounting Plan .. Additionally, desktop procedures must also be created for the
accounting activity related to the account. The .Desktop Procedures Template. can be found on the
Corporate Controller's intra net page for reference. The desktop procedures document does not need
to be submitted to GL Administration, but should be available upon request. Account owners have 60
days from the date of the new account request to create their desktop procedures document.
All new GL requests must be approved by the following groups: the account owner, Sub/Segment
Controller*, Intercompany Accounting (If an IIC account), Margin, Financial Reporting, and GL
Administration before It Is processed by Financial Systems & Operations.
or his/her pre-authorlzed representative. A pre-authorized representative is one person who the Segment Controller has
deemed to be qualified and authorized to act on hlslher behalf In the matter of opening new GL accounts, and whose
name the controller has submitted to GL Administration.
- -
Revised
Washington Mutual
Arl 16, 2008
GL Administration Policy
Policy to Rquest
Ne GL Acount
Policy to Request New GL Account
Summar
A new general ledger account is an account that does not currently exist on the GL system. The
need for a new GL account can be the result of a new product, changes to accounting or reporting
practices, policies. and financi al system requirements, or needed for the mappi ng of acquisitions.
New GL accounts are also requi red due to the business rule stating that only one GL can suppor one
system (not applicable to equity or Income accounts). One GL should not represent multiple systems
being used to process entries. Requests to open an existing GL account to an additional company or
cost center ar addressed separately in the General Ledger Cost Center (GLRC) opening
procedures. Additi onal guidance can also be found in the Tripl e Request policy on the Corporate
Controlier's web site.
Polcy .GL Maintenance Form.
Balance sheet accounts are owned by i ndividual s, and posted to, at the tri pl e (company, account,
cost center) level. When a new GL account is requested, the original account owner will also become
. __ ._--P. .[.I balance sherJp
Je9.iQQpeneg9.lJunction wi th the new account. _____ ._. ____ _
I ncome statement accounts however, do not have an assigned owner and are not owned at the triple
level. Reconci liation for income statement accounts Is done with each segment that has cost centers
opened to the specified account. Please refer to the Account Owner and Poster Responsibities
.Policy for further information on bal ance sheet and income statement accounts.
Al l new GL requests will b submitted and processed via the .GL Maintenance Form .along with a
copy of the Accunting Plan .. Addi ti onall y, desktop procedures must al so be created for the
accounting activit related to the account. The .Desktop Procedures Template. can be found on the
Corporate Controller's intra net page for reference. The desktop procedures document does not need
to be submitted to GL Admi nistration, but should be avai l able upon request. Account owners have 60
days from the date of the new account request to create their desktop procedures document.
All new GL requests must be approved by the fol l owi ng groups: the account owner, Sub/Segment
Controller*, Intercompany Accounti ng (If an IIC account), Margi n, Financial Reporting, and GL
Administration before It Is processed by Fi nanci al Systems & Operations.
or his/her pre-authorlzed reprsentative. A pre-authorized representativ is one perso who the Segment Controlle ha
deemed to be qualifed and authoried t ac on hlsher behalf In the matter of opening new GL accounts, and whose
name the controller has submitted to GL Administration.
B87
The account owner (and, ultimately, the segment controller) Is responsible for the integrity of the
account usage and for the maintenance of the necessary documentation surrounding the new GL
account. For control and audit purposes the approving authority must not be the same person
as the account owner or the requester.
Each New GL Request Form includes a certification statement which states that the accounting plan
is attached, the desktop procedures will be available within 60 days and all associated accounts will
be opened at the same time to avoid the risk of misstatement. It will be the responsibility of the
business segment to maintain a copy of all accounting plans and documentation surrounding the new
GL account, or trlple(s).
To open a new GL account, the requester will submit the request via the liquid Office .GL
Maintenance Request Form_ All new accounts will be opened to OFCS, Hyperion and ED. Before an
account will be opened, all required approvals need to be obtained through the Liquid Office approval
queues. Once the request Is in the liquid Office approval queues, it may be approved or declined by
any team. Once the request is either approved or declined, it will be transmitted to FileNet for
archiving.
If additional information Is needed regarding the use of a request, GL Administration will consult
individuals from the following areas within the Finance Division:
Corporate Accounting FinanciaVRegulatory Reporting
Financial Systems & Operations FP&A Finance Planning & Analysis
Segment Reporting Financial Analysis and Monitoring
Reconciliation Control & Monitoring
Large Requests

Special Projects/Interface ConversIons
When special projects/interface conversions require a large number of new GL accounts, the project
leader must communicate to GL Administration 4-6 months prior to the go live date, at
.gladmincoa@wamu.nel. It will be necessary to coordinate when testing will begin and how many
new GL accounts will be needed. Please provide a list of all new accounts that will be needed to
complete the project/conversion to GL Admin. Once all the Information has been received, GL Admin
will determine how many new accounts will need to be opened each month.
Liquid Office GL Maintenance Request Form
The LIquid Office GL Request Form Is located on
.http://lo.wamu.netllfserverIDMT GL Maintenance Workflow .
. Liquid Office GL Training ManuaL: For instructions on using the .GL Maintenance Request Form refer
to the New GL Requesters Manual mentioned above.
The account owner (and, ultimately, the segment controller) Is responsible for the integrity of the
account usage and for the maintenance of the necessary documentation surrounding the new GL
account. For control and audit purposes the approving authority must not be the same person
as the account owner or te requester.
Each New GL Request Form includes a certification statement which states that the accounting plan
is attached, the desktop procedures will be available within 60 days and all associated accounts will
be opened at the same time to avoid the risk of misstatement. It will be the responsibility of the
business segment to maintain a copy of all accounting plans and documentation surrounding the new
GL account, or trlple(s).
To open a new GL account, the requester will submit the request via the liquid Ofice .GL
Maintenance Request Form_ All new accounts will be opened to OFCS, Hyperion and ED. Before an
account will be opened, all required approvals need to be obtained through the Liquid Ofice approval
queues. Once the request Is in the liquid Office approval queues, it may be approved or declined by
any team. Once the request is either approved or declined, it will be transmitted to FileNet for
archiving.
If additional information Is needed regarding the use of a request, GL Administration will consult
individuals from the following areas within the Finance Division:
Corporate Accounting
Financial Systems & Operations
Segment Reporting
Reconciliation Control & Monitoring

Large Requests
FinanciaVRegulator Reporting
FP&A Finance Planning & Analysis
Financial Analysis and Monitoring

---1tth1ilfte-is(t_-tlf1late-fOT"_1mltiPItS.
Special Projects/Interace ConverIons
When special projects/interace conversions require a large number of new GL accounts, the project
leader must communicate to GL Administration 4- months prior to the go live date, at
.gladmincoa@wamu.nel. It will be necessary to coordinate when testing will begin and how many
new GL accounts will be needed. Please provide a list of all new accounts that will be needed to
complete the project/conversion to GL Admin. Once all the Information has been received, GL Admin
will determine how many new accounts will need to be opened each month.
Liquid Ofce GL Maintenance Request For
The LIquid Ofce GL Request Form Is located on
.http://lo.wamu.netlfsererIDMT GL Maintenance Workflow .
. Liquid Ofice GL Training ManuaL: For instructions on using the .GL Maintenance Request Form refer
to the New GL Requesters Manual mentioned above.
B88
The following Information must be provided on the .GL Maintenance Form.
1. Provide Requester 10 and Requester Name
2. Select the Activity Type field (Name, Change, Delete)
3. Is this request an exception? If yes, provide justification in the 'Reason for Request' field. This
field can be modified at any time during the request. Additional approvals will be required by
Corporate Accounting and Corporate FP&A
4. Provide a detailed reason for requesting the new GL Account
5. Enter a five digit account number based on the information below
1. Assets 10000-34999
2. Liabilities 35000-53009
3. Equity 53010-53999
4. Interest Income 54000-66499
5. Interest Expense 66500-75999
6. Provision Expense 76000-77999
7. Operating Income 78000-85199
8. Operating Expense 85200-89999
9. Memo Account 90000-99099
10. Proxy Account 99100-99998
6. The GL Account Type field will auto populate
7. Enter the GL Account Description
8. Choose a Company number from the drop down list
9. Provide an Account Owner ID and Name
10. Select a Segment from the drop down list
11. Select the normal sign of the account
12.Choose yes or no If you are opening a proxy account. If you need to open a proxy account,
please contact .gladmincoa@wamu,nel
i3.Select up to 5 CC Templates by holding down the ALT button, if necessary, otherwise select
.. _ .. __ .. _. __ . __ NUNE .. _____ ... _ ..... _. ___ ._ .. " __ .__ _ ___ ......... _ .. ___ ... ____ ._ .......... __ ......................... __ -.-.. .
14. Select the appropriate radio button to determine if the Common View rollup will be new or
existing. If new, you will need to submit a hierarchy change request. The Common View Rollup
field will auto populate with '-99026', If existing, select existing and move to the next field
is. Optional Field-Model Account Number: Enter a model account number
16.lf the Model Account is NOT chosen and the CV rollup is existing, enter the level 8 node
number
17.lf the Model Account Is NOT chosen, enter the Related Proxy Account
18. Optional Field-Related Accounts: Enter up to 5 related accounts separated by a comma
19.Enterthe GLAD definition, up to 100 characters
20. Enter the Accounting Plan Title, up to 50 characters without spaces, use the underscore key
GAAP Business Rules
21. Select Yes or No if the new account is a Mortgage Loan. If no, skip to the Margin Account
Information
22.lf the new account is a Mortgage Loan, determine if it is Held for Sale or Held for Investment
and select the appropriate radio button
23.lf HFS, enter the asset, deferred fee, premium discount, and Interest income accounts
24. If HFI, enter the asset, deferred fee, premium discount, and Interest income accounts
25. Select Yes or No If the new account fs a 2nd. lien
26. Select Yes or No If the new account is a hedge or derivative
The following Information must be provided on the .GL Maintenance Form.
1. Provide Requester 10 and Requester Name
2. Select the Activity Type field (Name, Change, Delete)
3. Is this request an exception? If yes, provide justification in the 'Reason for Request' feld. This
field can be modifed at any time during the request. Additional approvals will be required by
Corporate Accounting and Corporate FP&
4. Provide a detailed reason for requesting the new GL Account
5. Enter a five digit account number based on the information below
1. Assets 10000-34999
2. Liabilities 35000-53009
3. Equity 53010-53999
4. Interest Income 54000-66499
5. Interest Expense 66500-75999
6. Provision Expense 76000-77999
7. Operating Income 78000-85199
8. Operating Expense 85200-89999
9. Memo Account 90000-99099
10. Proxy Account 99100-99998
6. The GL Account Type field will auto populate
7. Enter the GL Account Description
8. Choose a Company number from the drop down list
9. Provide an Account Owner ID and Name
10. Select a Segment from the drop down list
11. Select the normal sign of the account
12.Choose yes or no If you are opening a proxy account. If you need to open a proxy account,
please contact .gladmincoa@wamu,nel
i3.Selec up to 5 CC Templates by holding down the ALT button, if necessary, otherise select
. . _ .. __. . _. __.__NE . . _____..._..... _. ___._ .. "__ .__ ____.. . ...... _ .. ___...____ ._ . .. . . . . ... __ .......... . . . ..... . .. . ...__-.-...
14. Select the appropriate radio button to determine if the Common View rollup will be new or
existing. If new, you will need to submit a hierarchy change request. The Common View Rollup
field will auto populate with '-99026', If existing, select existing and move to the next field
is. Optional Field-Model Account Number: Enter a model account number
16.lf the Model Account is NOT chosen and the CV rollup is existing, enter the level 8 node
number
17. lf the Model Account Is NOT chosen, enter the Related Proxy Account
18. Optional Field-Related Accounts: Enter up to 5 related accounts separated by a comma
19.Enter the GLAD definition, up to 100 characters
20. Enter the Accounting Plan Title, up to 50 characters without spaces, use the underscore key
GAAP Business Rules
21. Select Yes or No if the new account is a Mortgage Loan. If no, skip to the Margin Account
Information
22.lf the new account is a Morgage Loan, determine if it is Held for Sale or Held for Investment
and select the appropriate radio button
23.lf HFS, enter the asset, deferred fee, premium discount, and Interest income accounts
24. If HFI, enter the asset, deferred fee, premium discount, and Interest income accounts
25. Select Yes or No If the new account fs a 2n. lien
26. Select Yes or No If the new account is a hedge or derivative
B89
27. Select Yes or No if short cut accounting is being applied based upon FAS 133
28. Specify if Freestanding or Hedge of a specific asset/liability is being done
29. Enter the related asset/liability account related to the previous statement
Margin Account Information
30. Enter the COA ID number
2-digit Type Code plus 5-diglt account number (1012345 for example).
Type Code: 10 - Assets and Interest Income
20 - Liabilities and Interest Expense
30 - Equity
40 - Provision Expense and Non-Interest Income/Expense
31. Select Yes or No If the new account will have margin Impact
YES - The new GL account is an Earning Asset/Liability or Interest Income/Expense account
NO - The new GL account is a Non-Earning Asset/Liability or Non-Interest Income/Expense
account. Skip to the Intercompany Account information
32. Select New or Existing if the new account requested is linked to a new or existing margin
account
NEW - A margin account currently does not exist in the Chart of Accounts and is required to
be opened along with the requested GL account
EXISTING - A margin account currently exists In the Chart of Accounts
33.lf EXISTING, please specify an existing 5-diglt GL Interest Bearing Balance Sheet or Interest
IncomelExpense account that will be linked to this new GL
If NEW, please specify the new 5-diglt GL Interest Bearing Balance Sheet or Interest
Income/Expense account that will be opened and linked to this new GL
34. Select Yes or No if the new account Is an Interest Bearing lIS Account. YES - This is an
Interest Income/Expense account
NO - This is a Non-Interest Income/Expense account
35. Select an Accrual Method from the drop list
_ __ ,_... ____ an I nterest I .... __ _
otherwise, select "Does not accrue interest"
36. Select Yes or No If the liS COA 10 Is Independent. YES - The interest income/expense
accounted for by this new liS GL is related to more than one Interest Bearing Balance Sheet
account Not a one-to-one relationship. (COA ID of the new liS GL will be 2-digit Type Code
plus 5-dlgit account number - 1059643 for example)
NO - The Interest income/expense accounted by this new GL Is directly linked to a unique
Interest Bearing Balance Sheet account. A one-to-one relationship. (COA of the new liS GL
will be the same COA of the directly linked unique Balance Sheet account)
37.lf yes, please provide the related B/S Parent GL and follow these steps:
(1) Find the existing Interest Income/Expense account next to which the new Interest
Income/Expense account will reside under the same common view level (L-B)
(2) Find the Balance Sheet account that links to the existing Interest Income/Expense account
identified in Step 1
(3) Input 5-dlglt GL number of the Balance Sheet account identified in Step 2
3B. Click on the 'Validate' button, this wlll verify Information from MDM to determine if the B/S GL
exists
Intercompany Information
39. Select Yes or No If the new account is Intercompany. If no, skip to the Certification Information
40. Determine If the IIC offset is New or EXisting
27. Select Yes or No if short cut accounting is being applied based upon FAS 1 33
28. Specif if Freestanding or Hedge of a specific assetliability is being done
29. Enter the related assetliability account related to the previous statement
Margin Account Inforation
30. Enter the COA ID number
2-digit Type Code plus 5-diglt account number (1012345 for example) .
Type Code: 10 - Assets and Interest Income
20 - Liabilities and Interest Expense
30 - Equity
40 - Provision Expense and Non-Interest Income/Expense
31. Select Yes or No If the new account will have margin Impact
YES - The new GL account is an Earning Asset/Liability or Interest Income/Expense account
NO - The new GL account is a Non-Earning Asset/Liability or Non-Interest Income/Expense
account. Skip to the Intercompany Account informati on
32. Select New or Existing if the new account requested is linked to a new or existing margin
account
NEW - A margin account currently does not exist in the Chart of Accounts and is required to
be opened along with the requested GL account
EXISTI NG - A margin account currently exists In the Char of Accounts
33. lf EXISTI NG, please specif an existng 5-diglt GL Interest Bearing Balance Sheet or Interest
Incomelxpense account that will be linked to this new GL
If NEW, please specif the new 5-diglt GL Interest Bearing Balance Sheet or Interest
Income/Expense account that will be opened and linked to this new GL
3. Select Yes or No i f the new account Is an Interest Bearing lIS Account. YES - This is an
Interest Income/Expense account
NO - This is a Non-Interest Income/Expense account
35. Select an Accrual Method from the drop list
_ __ ,_ . ..__ __ Ule_Dec. c...ls an I nter I nco
m
xp,en$Jc. c.o.ll
Ls_
le_ctaJe
t
ntrsa,cruaL
. .. . __ _
otherwise, select "Does not accrue interest"
36. Select Yes or No If the liS COA 10 Is Independent. YES - The i nterest income/expense
accounted for by this new liS GL is related to more than one Interest Bearing Balance Sheet
account Not a one-to-one relationship. (COA ID of the new liS GL wi l l be 2-digit Type Code
plus 5-dlgit account number - 1059643 for example)
NO - The Interest income/expense accounted by this new GL Is directly linked to a unique
Interest Bearing Balance Sheet account. A one-to-one relationship. (COA of the new liS GL
will be the same COA of the dirctly linked unique Balance Sheet account)
37. lf yes, please provide the related B/S Parent GL and follow these steps:
(1) Find the existing Interest Income/Expense account next to which the new Interest
Income/Expense account will reside under the same common view level (L-B)
(2) Find the Balance Sheet account that links to the existing Interest Income/Expense account
identifed in Step 1
(3) Input 5-dlglt GL number of the Balance Sheet account identifed in Step 2
3B. Click on the 'Validate' button, tis wlll verify Information from MDM to determi ne if the B/S GL
exists
I ntercompany I nforation
39. Select Yes or No If the new account is Intercompany. If no, skip to the Certification Information
40. Determine I the IIC ofset is New or EXisting
B90
41. Specify the IIC offset account number
42. The IIC Offset GL Description will auto populate after validation if the account is existing
43. The Sub Acct Table and the Sub Acct Table Description will auto populate
44. Select No only if this is a self-eliminating account, othelWise, select Yes
45. Select the offsetting company number from the drop list
46. Determine if the IIC Matching Table is New or Existing
47. If existing, select from the drop list. If new, select New and contact GM InterCompany for
Instructions
48. Check the certification statement at the bottom once all the fields have been completed
49. Click on the 'Attachments' button on the bottom of page 1 to attach the accounting plan to your
request, you will not able to submit your request without an accounting plan
50. Once you click on the 'Attachments' button, you will be taken to the 'Add new attachment' page
in Liquid Office
51. Click on the 'Browse' button. The 'Choose File' dialog box will appear
52. Locate the flIe you would like to attach, click 'Open'
53. Click the 'Add' button to attach your tile
54. Your tile will appear in the attachments list
55. Repeat steps 49-56 to attach more flies If necessary
56. Click on the 'Finish' button, you will be brought back to your GL Maintenance Request form.
You will see the number of attachments you just added
57. Once you have completed the form and attached all related files, choose 'Submit' from the
drop down list and click on 'Go'
Accounting Plan and Desktop Procedures
The accounting plan provides detailed information regarding the background and the need for the
_. ___ __ .accQunt,
and the GL transaction flow and reconciliation process.
The desktop procedures should give a very detailed explanation of how the account is used, when it
is affected, and should Include examples of entries that are made to the account. The goal of
desktop procedures is to allow anyone to review the procedures and understand how to properly use
the account. The .Desktop Procedures Template. can be referenced for an example. All accounts
requested by an owner may use one accounting plan if the accounts are similar and can clearly be
covered by that plan. Accounting plans must be maintained by the segment and always support the
use of the account. Please refer to the Accounting Plan Policy .for further details and instructions
about how to complete accounting plans.
ReqUirements
1. New GL Account Request submittal
2. Accounting Plan and any other supporting documentation
3. All approvals via the Liquid Office approval queues
41 . Specif the IIC offset account number
42. The IIC Ofset GL Descri ption wi l l auto populate after val idation i f the account i s existing
43. The Sub Acct Table and the Sub Acct Table Description wi l l auto populate
44. Select No only i f this is a self-el i mi nati ng account, othelise, select Yes
45. Select the offsetting company number from the drop list
46. Determine if the IIC Matchi ng Table is New or Existing
47. If existing, select from the drop list. If new, select New and contact GM I nterCompany for
Instructions
48. Check the cerifcation statement at the bottom once all the fields have been completed
49. Click on the 'Attachments' button on the bottom of page 1 to attach the accounti ng pl an to your
request, you will not able to submit your request without an accounti ng plan
50. Once you cl i ck on the 'Attachments' button, you will be taken to the ' Add new attachment' page
i n Liquid Ofice
51 . Cl ick on the ' Browse' button. The ' Choose Fi l e' di alog box wi l l appear
52. Locate the fI e you woul d l i ke to attach, cl i ck 'Open'
53. Cl ick the 'Add' button to attach your tle
54. Your tle will appear i n the attachments list
55. Repeat steps 49-56 to attach more flies If necessary
56. Click on the 'Finish' button, you wi l l be brought back to your GL Mai ntenance Request form.
You wil l see the number of attachments you just added
57. Once you have completed the form and attached all related files, choose ' Submit' from the
drop down list and cl ick on ' Go'
Accounting Plan and Desktop Procedures
The accounting pl an provides detailed information regarding the background and the need for the
_. ___ n..c.cQ[.Qh. e...G.L.J_C9...t_w.b_e_d, jha __ sy.tms_thaLwjl l jmpact .the .accQunt,
and the GL transaction flow and reconcil i ation process.
The desktop procedures should give a ver detailed explanation of how the account is used, when it
i s affected, and shoul d I ncl ude examples of entries that are made to the accunt. The goal of
desktop procedures is to al low a nyone to review the procedures and understand how to properly use
the account. The .Desktop Procedures Template. can be referenced for an exampl e. All accounts
requested by an owner may use one accounti ng pl an if the accounts are similar and can clearly be
covered by that plan. Accounti ng plans must be maintained by the segment and always support the
use of the account. Please refer to the Accounting Pl an Pol i cy .for furher detai ls and instructions
about how to complete accounti ng pl ans.
ReqUirements
1. New GL Account Request submittal
2. Accounting Plan and any other supporti ng documentation
3. All approvals via the Li qui d Offce approval queues
B91
Timing
In order for New GL Requests to be processed within the month submitted, they must be submitted
via the .GL Maintenance Form .14 business days before month end by 5:00 p.m. with all of the
required approval documentation from the segment/corporate support. Files that are received after
this deadline or requests sent without accounting plan or appropriate approvals will not be processed
until the following month. Exceptions to this deadline will usually consist of bank wide system
changes such as FCS 5.0 and for the year end maintenance freeze which occurs in December. To
view the maintenance deadlines for each month you may refer to the .GL Maintenance Calendar. on
the Corporate Controllers intranet site.
Account requests Involving 20 or more new accounts must be received 19 business days
before month end due to Increased analysis and processing requirements. Any requests
submitted after this date will not be processed until the fol/owing month. .There will be no
exceptions. Requests received during a month-end maintenance freeze will be processed in the
following month.
Tming
I n order for New GL Requests to be processed within the month submitted, they must be submitted
via the .GL Mai ntenance Form .1 4 business days before month end by 5:00 p.m. with al l of the
required approval documentation from the segment/corporate support. Fi les that are received afer
this deadline or requests sent without accounting plan or appropriate approvals wi l l not be processed
until the followi ng month . Eceptions to this deadline wi l l usually consi st of bank wide system
changes such as FCS 5. 0 and for the year end mai ntenance freeze whi ch occurs in December. To
view the mai ntenance deadl i nes for each month you may refer to the .GL Mai ntenance Cal endar. on
the Corporate Controllers i ntranet site.
Account requests Invol vi ng 20 or more new accounts must be received 19 business days
before month end due to Increased analysis and processing requirements. Any requests
submited afer this date wi ll not be processed until the fol/owing month. .here wi l l be no
exceptions. Requests received duri ng a month-end maintenance freeze wi l l be processed in the
following month.
B92
From:
Sent:
To:
Cc:
Subject:
Hi Noreen,
Falls, Keith
Monday, August 4,20082:34 PM
1m, Noreen <noreen.im@wamu.net>
St John, Lourdes A. <Iourdes.st.john@wamu.net>
RE: Transfer from Master Note to DDA
On Friday the cash that was put into the DDA account was put back on the master note. We had
to hold the $2 billion as cash over month-end to ensure we passed the QTL test.
The QTL (Qualified Thrift Lender) test is a regulatory test that's performed each month-end. To
maintain our OTS bank charter, we're required to hold at least 65% of our "portfolio assets" in
"qualified thrift investments". For the test, "portfolio assets" means total assets, minus up to 20%
of total assets that are cash and unencumbered securities. "Qualified thrift investments" are
mortgage loans, MBS securities and certain other assets. If it doesn't look like we're going to pass
the test, we must increase qualified thrift investments, reduce total assets, or increase cash and
unencumbered securities (up to the 20% limit).
Co 40's master note receivable with WMB is not a qualified asset for the test. Because it had
grown so large, we estimated that we may come within 2 percentage pOints of not passing the test
for Co. 40. Because not passing the test could have severe consequences, we had WMB repay $2
billion on the master note and WMBfsb put that cash into its DDA account. This helps because it
increases cash and unencumbered securities, which reduces the denominator on the test. The test
is based on month-end, so we just needed to hold things that way over month-end. We put the
cash back into the master note on Friday to minimize FDIC assessments on the large DDA account
balance.
Let me know if you have any questions. I know there's several projects in the works to fix the
situation at co.40 so we wont be so close on the test each month.
-Keith
Keith Falls
rreasury Analyst
Cash Management
Treasury
\Vashington Mutual
1001 Second Avenue, Wf.1C140Q
';;("attle, Washington 9fllOl
206 554 3626 direct, )06 'l.l;I.448S fa /.
keith. falls".)Iwarnu. net
ThiS communIcation pll',dpg<:'d or other (onf,dentlal inforrndtl')n. If y')U I1rlve received It In error, please adVise the
sender by reply c.n;jil ?riG Il11r;I('(1late
"
y delNt' th" rnessage and iif1y ,3t'."dlrY:('r1tS wttr,rjut copylt1<] or dr5closmg the contents Th'ln'"
you,
From: St John, Lourdes A.
Sent: Monday, August 04, 2008 11:08 AM
To: Falls, Keith
lrom:
Scnt:
To:
Lc:
Subjcct:
Hi Noreen,
Falls, Keith
Monday, August 4, 2008 2: 34 PM
1m, Noreen <noreen. im@wamu. net>
St Joh, Lourdes A. <Iourdes. st.ohn@wamu. net>
RE: Transfer fom Mater Note to DDA
On Friday the cash that was put i nto the DDA account was put back on the master note. We had
to hold the $2 bi l l i on as cash over month-end to ensure we passed the QTL test.
The QTL (Qual ified Thrift Lender) test is a regul ator test that' s performed each month-end. To
mai ntai n our OTS bank charter, we' re requi red to hold at least 65% of our "portfol i o assets" i n
" qual ified thrift i nvestments" . For the test, "portfol i o assets" means total assets, mi nus up to 20%
of total assets that are cash and unencumbered securities. " Qual ified thri f i nvestments" are
mortgage loans, MBS securi ti es and certai n other assets. If it doesn' t l ook l i ke we' re goi ng to pass
the test, we must i ncrease qual ified thri f i nvestments, reduce total assets, or i ncrease cash and
unencumbered securi ti es ( up to the 20% l i mi t).
Co 40' s master note recei vabl e wi th WMB i s not a qual ified asset for the test. Because it had
grown so l arge, we esti mated that we may come wi thi n 2 percentage pOi nts of not passi ng the test
for Co. 40. Because not passi ng the test coul d have severe consequences, we had WMB repay $2
bi l l i on on t he master note and WMBfsb put that cash i nto its DDA account. Thi s hel ps because i t
i ncreases cash and unencumbered securities, whi ch reduces the denomi nator on the test. The test
is based on month-end, so we j ust needed to hol d thi ngs that way over month-end. We put the
cash back into the master note on Friday to mi ni mi ze FDIC assessments on the large DDA account
bal ance.
Let me know if you have any questions. I know there's several projects in the works to fi x the
si tuati on at co. 40 so we wont be so close on the test each month.
- Kei th
Kei th Fal l s
rreasury Anal yst
Cash Management
Treasury
\Vashi ngton Mut ual
1 0 0 1 Second Avenue, Wf1C1 40Q
';(attl e, Washi ngton 9f l O l
206 5 5 4 3626 di r ec t , )06 'l. 448S fa ^
kei t h . fal ls".)I waru . net
Thi S communIcat ion my (fi t'} I P pl l ', dpg<d or ot her (onf,dentl al i nforrndt l ')n . I f y')U I1rl ve received I t I n error, pl ease adVi se the
sender by repl y c. n;ji l ? riG Il1r; I ((l ate" y delNt' th" r nessage and iy , 3t'. "dl rY('r1tS wt tr, rjut copyl t1< or dr 5cl osmg t he contents Th'n'
you ,
From: St John, Lourde A.
Snt: Monday, August 04, 2008 1 1 : 08 AM
To: Falls, Keith
B93
Cc: 1m, Noreen
Subject: FW: Transfer from Master Note to DDA
Hi Keith,
Can you please respond to Noreen. Can you also give us a quick lesson on QTL
Thanks,
Lulu
From: 1m, Noreen
Sent: Monday, August 04, 2008 10:57 AM
To: St John, Lourdes A.
Hi Lulu-
Can you tell me if the $28 that was moved into Co 40's cash account from the master note will be reversed
today? According to Keith Falls, this was supposed to be a temporary transfer to "help the QTL".
Also, can you explain what the QTL is?
Thank you so much-
;\),)reen 1111
Entity Accounting- Corporate Controllers Group
ph (206) 5003016 fx (206) 377 2077
Mailstop: WMC2401
--- ----------------
From: Vasallo, Elenlta
Sent: Friday, August 01, 2008 11:46 AM
To: 1m, Noreen
Cc: Ryason, Tawnya
FYI
-------------
--------------------_._-.-.--------_ .. _------------
Sent: Friday, August 01, 2008 11:43 AM
To: Vasallo, Elenita
Here you go Let me know if you have further question on the money movement. Thanks Ms. Ellen.
From: Noblezada, Yolanda B.
Sent: Thursday, July 31, 2008 1 :29 PM
Cc: 1m, Noren
5ubjec. F: Trnsfer from Master Note to DDA
Hi Kei th,
Can you please respond to Noreen. Can you al so give us a qui ck lesson on QTL
Thanks,
Lul u
From: 1m, Noreen
Snt: Monday, August 04, 208 1 0: 57 AM
To: St John, Lourdes A.
5ubjec. F: Transfer from Master Note to DDA
Hi Lul u-
Can you tell me i f the $28 that was moved i nto Co 40's cash account from the master note will be reversed
today? Accordi ng to Keith Fall s, this was supposed to be a temporary transfer to "hel p the QTL" .
Al so, can you explain what the QTL i s?
Thank you so much-
;,)reen 1111
Entity Accounti ng- Corporate Controllers Group
ph ( 206) 500 301 6 fx (206) 377 2077
Mai l stop: WMC2401
From: Vasallo, Elenlta
.. ==~~.m~~=~~~
Snt: Frday, August 01, 208 1 1 : 46 AM
To: 1m, Noren
Cc: Ryasn, Tawnya
5ubjec. F: Transfer from Master Note to DDA
FYI
- ~~~~~ +
-~~~~- ~~~~~ - ~-~-~-- ~~~~~~~
Snt: Frday, Auust 01, 208 1 1 : 43 AM
To: Vasallo, Elenit
5ubjec. F: Transfer frm Master Note t DDA
Here you go Let me kno if you have furher questi on on the money movement. Thanks Ms. Ellen.
From: Noblezada, Yolnda B.
Snt: Tursay, July 31, 208 1 : 29 PM
B94
To: Jaeger, Jessica; St John, Lourdes A.
FYI
From: Falls, Keith
Sent: Thursday, July 31, 2008 10:51 AM
To: DL Treasury Cash Management; Noblezada, Yolanda B.; Winder, Brandon J.
Cc: DL Treasury Collateral; Logan, Doreen; Bjorklund, Bob; Stearns, Steve
Subject: Transfer from Master Note to DDA
Hello,
To help with the QTL, we need to move cash from the master note to WMBfsb's DDA account
today, and then put it back tomorrow.
On MTS (Rolando/Dennis/Gregg), please send $2 billion from GL account 45798-9909 on company
2 to DDA account 095-014777-0.
On the GL (Yolanda/Brandon), please post a $2 billion debit to the cash account 40-10450-9909
and a $2 billion credit to 40-20601-9909.
Please let me know if you have any questions. We'll do the opposite thing tomorrow. Thank you!
-Keith
Keith Fal15
rreasury Analyst
Cash Management
Treasury
Washingtor Mutual
1301 Second Avenue, WMC1409
Seattle, Washington 98101
206.55481)215 direct, 206.302.4489 fax
keith. falls'p'wamu.net
1 his C0rmnunlcatlon nBy contain privilEged or other e,)nflderltkll information. If you have re(:eived It In error, ;.ile,jsc advise the
sender by reply email ilndimmediatelydeleteth.!messageandanyattachmentswlthoutcoPYln.jordIC.cl()slng the contt'nts. Thank
you
To: Jaeger, Jessica; St John, Lourdes A.
5b|e: F: Transfer frm Master Note to DDA
FI
Frm: Falls, Keit
Snt: Thuray, July 31, 208 10: 51 AM
To: DL Treasur Csh Manaement; Noblezada, Yolanda B.; Winder, Brandon J.
Cc: DL Treasur Collateral ; Loan, Dren; Bjorklund, Bb; Stearns, Steve
5bje:Transfer from Master Note to DDA
Hel l o,
To hel p wi th the QTL, we need to move cash from the master note to WMBfsb' s DDA account
today, and then put i t back tomorrow.
On MTS ( Rolando/Dennis/Gregg), pl ease send $2 bi l l i on from GL account 45798-9909 on company
2 to DDA account 095- 014777-0.
On the GL (Yol anda/Brandon) , please post a $2 bi l l i on debi t to the cash account 40- 10450-9909
and a $2 bi l l ion credi t to 40- 20601 - 9909.
Pl ease let me know if you have any questions. We' l l do the opposi te thi ng tomorrow. Thank you !
-Kei th
Keith Fal15
rreasury Analyst
Cash Management
Treasury
Washi ngtor Mutual
1 301 Second Avenue, WMC1 409
Seattl e, Washi ngton 981 0 1
206. 554 8121 di rect, 206. 302. 4489 dY
kei th. fal l s 'p' wamu. net
1 his C0rmnunlcatlon nBy contai n pri vi lEged or other e,)nflderltkll i nformati on. I f you have re(:ei ved I t I l !l !, ;l e, jsc advi se the
sender by repl y emai l ind i mmedi atel y del ete th.! message and any attachments wl thout coPYl n.j or dI C.cl(s l ng t he conttnts. T hank
you
B95
...

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DATE:
TQ:
FROM:
RE:
WaMu
M E M 0 RAN O.l1 M
August 14.20,08
Board of of .. Mutuat ,. ..
Pater FrelJlng_, Senror VIce pr ..
Pt'oJec.t FlllmO're DacapltilllZatlon of WMB fsb
" '
MtIon,R,qU8IteCt: Approve'the'proposed capital not 10
from Mutual' Bank 'fsb to Pike 'Street .HOIdrngs. ' ,. ,
'StOOe the executloh WMB f$l)
has generated slarue ai'nQt,lllt of cash aa.et fun41ng. ',:
IranAclIon. aOO net Income. WMB fsb"h41tlenl'ttftt exce'ji' to Washington
fw1utUal Bank through a noa.:arrangemeal, . "the m.at.r nOte wtth WMB Is
not 8 qUalified ,thrift assat. in the past fsb had ... funds
on the mastar note by purcHasi'1g loans or securiUe" In a tax efflcieht manner;
from WMB. The loans or securities a", pledged to additional funding
whlththen grosses up the balance sheet of WMB fab .. The balance sheet of
WMB fsb, since 2004, has grown from approximately $,30,blhlon to $47 bil!ion.
We propose to decaplfaUza WMB tsb by ra.tumlng $20,bWlon of cepltal to lts
parent The bllRon wiD 'Indude the master note of approximately $7
proceeds from $3.5 bllron of DIsco.unt Notes and cash genfJ.f8ted through
additional whoJesa/e deposits imd'sdvances, from FHlB Seattle: We the
of at least $10 billion by September 30,2008 and the remaining $10
bll/ion'through December 2009.
.
.The- net balance sheet of WMB fsb will be approximately $34' billion to $36 billion
after Project Fillmore, The I<,verage ratIo- wUI decrease to 25% from 62%. A welf..
capitalized insUlution requires an 8% or higher ratio.
The b,enerrts at the WMB fsb entity level ara:
Ii
U
AlloWs maximization of funding without negatively affecting the OTL
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DAT:
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FRO:
RE:
V8M`
M E M ON A N DUM
Augus 14. 20,08
8oamof lrBctor of . inn Mutuat uk, .
Patr FrelJlng_, Senror Vce pr . 't
PoJec.t FlllmOre Dacapltiltlon of WNfb
: .
Mt,R,qU8IteC: Apprve' t' ppos cpil dmn 10 eXced
S20
iaf Wa5hIgton Mu' Bak 'fb t Pi 'Se
.
HOdrng+

.
.
Summ. ' StOte execl of J.'"ron' Feaq, O, Wf$
has genete s lre aiQlt of eccS csh It aet st, fn41. ' ,:
Ic. aO net Ie. WMB fsb" h4lenl'ttmst Wahingt
Hel mwgerstr no:aranmeal, "he |mwwt WMB Is
oot 8 qald ,tr asat. in the pas WM f had ex .. fund
on t mastar note by purcHasig lons or srUe" I a t efet manner;
fo WMB. Te lons or secures ep|mgto SC ad itonal tumq
wltthen grsses up the balnc shet o WM fab . . The bulance shet of
WMB fsb, since 20, has gron fo appmweteq$,3, blhlon to $7 bl!in.
We pre to decaplfUza WMB tsb by r.tmlng $20
,
bWlo of cpltl telt
parnt Te $O bllRn wD ' Indude th master note o aprmatel $7 biln,
pmf $3.5 blron o DI.unt Note and csh gnftd trough
addil whoJes/e depoit imd'sdvnc, fm FHB Seate: We ppse the
pnt of at least $10 blio by Septembr 30, 20 an the remaiing $10
bll/in' thrugh Decembr 2009.
.
.net blanc sheet of WMB fsb wll be apprxmatel $3' billion to $3 billin
afer Prjc Fillmore, The I<verge ratIo-wUI decrease to 25% fro 62. A welf.
capitalied insUlution requires an 8% or higher 'verge ratio.
The oewat the WMB fsb eo|qlevel ara:
|
Al maximization of funding without negatively afecting te OTL

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. will be 'Inc;reased to 90% on aJong-term basis
. OlstrtbutJOn, or excess c.plal allOw bala'ne. iheet
. .
'GIGUary: Under the Qualft8dThrIft lender,. an InsUtuUon must hold
'queIfted thrift 8SS8tI to at least of Its. eaeis. Lo"".
and MBS' 8." quallfted thrtft alHti. The master notal;)elWaen WMB fsb- and
WMB Is not. q\.Iallfled t,hrift asHt.. . . .
I
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qtr 8St at l pto I keei. Lo".
an MBS 8. qual tr al. T mawtmaewaWMB fand
WMB I n. qall mm

'1111 v 022:4 P

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B97
Materials Redacted Materals Redacted
B98
B99
B100

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B51

Financial Systems & Operations

Reconciliation Control & Monitoring

Financial Analysis and Monitoring

Al maximization of funding without negatively afecting te OTL

Cwl b iaoamt9% o aJot bs

0m uatt QM Tuatman Inmu h

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