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October 19, 2010 

Fedemi Deposit Insurance Corporation. 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St-, Suite 1701. 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: indemnification Obligations 

Dear Sim 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the ’Agreanein’) by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ( -FDIC Corporate") and as receiver 

FDIC Receiver" and, together with FDIC Corporate, -FDIC") and JPMorgan Chase 

Sari. NA. (together with its subsidiaries and situates, "JPMC") relating to the 

resolution of Washington Mutual Sank, Henderson. Nevada WMB"). This letter 

supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitled to indemnification raider Section 12.1 of 

the Agreement. 

Two additional matters may give rise to JPMC’s indemnity rights. Firzr, 

potential damn by the Federal Housing Finance Agency ( -FHFA"), as conservator of 

Fannie Mac and Freddie Mac, relating to WMB’s mortgage origination and servicing 

activities. The FHFA has issued subpoenas to JPMC inquiring into, among other things, 

the origination and servicing flies of the home loans backing securities in which Fannie 

Mae and Freddie Mac invested, along with the origination and underwriting guidelines 

that were in effect when those loans were onginaled. Second, potential claims by the 

National Credit Union Administration rNCUA"), as conservator for two failed credit 

unions, relating to certain mortgage-backed securities that the failed credit unions had 

acquired. The NCUA has issued subpoenas to JPMC inquiring into, among other things, 

mortgage-backed seanitaes that were issued or underwritten by WMB entities. 
rage 2012 

Federal Deposit Insurance Corporation .2- 

In aition, it has come to our attention that we may have inadvertently 

omitted to provi& you with formal written notice of the investigations by the Financial 

Crisis Inquiry Commission end Permanent Su wmiwttee on Investigations, which you 

have been aware of and we discussed with your counsel on a number of occasions in the 

past As you are aware these investigations related to pm-failure events at WMB and are 

subject to indemnillention under Section 12.1 of the AgicanaiL JPMC has incurred 

substantial fees in responding to subpoenas in connection with the investigations, and to 

the extent there we any further subpoenas or inquiries, may incur further fees. 

To the extent JPMC incurs costs and expenses in connection with 

responding to these subpoenas, investigating these issues, or otherwise defending itself 

ginnat any claims, these too we subject to indemnification. We are also advising you 

that JPMC may decide to settle any such claims, all of which would be subject to 

indemnification. We understand the FDIC Receiver consents to our defending and. if we 

dean it to be pmdenl, settling such claims. 

As you are aware from previous correspondence notifying you of the 

FDIC’s ieriannification obligations in other matters, the matters identified in this letterare not intended to be exhaustive or to constitute a statement that no other facts have or 

may anne to our attention that could result in claims for which iradeusnification is 

provided, and we reserve the right to supplement this notice as additional fads or 

circumstances may arise. 

Thank you for your kind attention to this letter. 

Sincerely, ç’.. 

? 

P,ertA. Sacks 

cc Daniel P. Cooney 

Lawrence N. Dianen 

Jason Klein 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gcarin 

Ksdeyo Noreross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
t-’age I Ct 

SULLIVAN & CROMWELL LIP 

TLL*PWSNCr 13W71 r-aaco 

VACNMILII I-210-712-$UOO 1888 

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July 12. 2010 

Via Federal Express 

Federal Deposit Insurance Corporation 

Receiver of Washington Mutual Bank. Hendcison, Nevada 

1601 Bryan St. Suite 1701 

Dallas, Texas 75201 

Attention: RCgiOEIIL Counsel (litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Notice of Additional Claims 

Dear Sirs: 

We refer to the Purchase and Aammption Agremxmd Whole Bank, dated 

as of September 25. 2W8 (the Agreement") by and among the Fndcrai Deposit 

Insurance Corporation in its corporate capacity CTDIC Corporate") and as receiver 

(-FDIC Rc*xivcf’ and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates. "JPMC") relating to the 

resolution of Washington Mutual Bank. Henderson, Nevada (’WMW) This Idler 

supplements our prior indemnification notices and pmvides you with written notice of an 

additional mailer for which JPMC is cudded to indemnification under Section 12.1 of the 

Agreement 

The additional matter that gives rise to JPMC’s indemnity rights is the 

following adversary proceeding pending in the United Stales District Bankruptcy Court 

for the District of Delaware: In re Washistton Mutual Inc. Civ. Action No. CV-08-

12229, Adversary Case No. 10-51387, filed July 7.2010. 

in this new adversary proceeding, the truss preferred consortium seeks, 

among other things, (a) a declaratory judgment that the trust securities were never 

transferred to WMB or JFMC. and (b) a declaratory judgment that JPMC was not a bona 

fide purchaser of the securities because of its inside knowledge of purported fraud. The 

complaint also claims that the Washmgton Mutual Preferred Funding entities engaged in 
l- ’age 2 ot 2 

Federal Deposit Insurance Corporation -2- 

fraud, aided and abetted in fraud and made negligent misiqresent*ions. Enclosed for 

your ounvcnicnce is a copy of the complaint 

JPMC is advising you that the imposition of any liabilities on JPMC 

would be subject to hid.ruiir,caiion by the FDIC pursuant to Section 12.1 of the 

Agreement We are also advising you that IPMC may recur costs and expenses in 

connecuon with defending these class actions (and similar claims that other plaintiffs 

may bring) and that JPMC may decide to settle such claims, all of which would be 

subject to . . cation We understand the FDIC Receiver consents to our defending 

and, if we deem it to be prudent. settling such claims. 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other mailers, the matters identified in this letter 

are not hwi4rd to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indaruüfzcatjon is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

Thank you for your kind attention to this letter. 

Very truly yours, 

&L k /c7c 

Robert A. Sacks 

(Enclosure) 

: Travis F.Epcs 

Daniel P. Cooney 

Lawrence N. Chanen 

(JPMorgan Chase Bsz*. N.A.) 

James Wigand 

David Gesnn 

Kathryn Norcross 

Tom Reeves 

(Federal Deposit insurance Corporation) 

Thereat R. Caiifano 

John J. Clarke 

(DLA Piper ILL’) 

Stacey R. Friedman 

(Sullivan & Cromwell LLP) 
Page 1 of 4 

JPM0RGAN CHASE & Co. 

TmI& l. Eps, 

M 

LaC O. 

Mirth 25,2009 

Federal Deposit Insurance Coipotation 

Receiver of Washington Mutual Bank, Henderson, Nevada 

1601 Bryan SL Suite 1701 

Dallas, Texas 75201 

AUeotkm Regional Connie! (Litigation Bunch) & 

Deputy Director (DR - Filed Operations Branch) 

Re Notice ofPossible Claims 

We refer to the Purchase and Asstanption Agreement Whole Bank, dated as of September iS, 

2008 (the "Agreement relating to the resolution of Washington Mutual Rank, Henderson, 

Nevada (’WMB" or the "Failed Rank’ and the transfis of iii I w assds and liabilities thereof to 

iPMorpn Come Bank, NA.. (together with its subsidiaries and affiliates, ’JPMC). On 

September 26. the shareholder of WhIR, Wanhinglon Mubad Inc. and its affiliate WMI 

Invesunad corp. (enflectivdy "VIM"). filed for banloupicy. We appreciate and look forward to 

a,pljnucd cooperative wodring relationship with the corporate and receivership stafTa of the 

Federal Deposit insurance Coqutation (the "FDIC) with respect to matters that have arisen, and 

will continue to arise, in connection with the Washington Mutual resolution. 

Thisletter saplements our letters of Nnvc2nhcr 25, 2(0K rand March 10, 2009, and provides 

you with written notice of certain additional matters that we believe give rise to indemnity rights 

under Section 121 of the Agreement. The matters that are subject to indemnification involve 

potential claims by WMI, its shareholder’s, aniVnr creditors of WMI or WhIR, against JPMC or 

its affiliates or that otherwise could cause IFMC or its affiliates to incur indcmnifiiblc losses or 

capeases. We believe that FDIC Staff and outside couasd are aware of each of these mailers 

because most or all of them have been atcealed dosing meetings it which yni were represented 

and/or in a confidcntW draft settlement lenu sheet provided in writing by WhIT to you and to us 

on Mirth II. 

The addiziosel matters for which indemnification exists include at least the following: 

1. We have been made iwgxe that uthc may seek to asaert rights to existing 

and fiiturc tax refunds which, an you are aware. wcrt acquired by JPMC from the receivership. 

These potential claims include, at minimum, claims by Whit and by WMB’s creditors. in 

addition, the Internal Revenue Service (IRS") his flied a dairn against WMI in the Bankruptcy 

.ra. cam. a c.. ZTh P Aniut. ibsi )i. Ww Took W. imil-uo,a 

Maia NYIJOU 

T,4.,J......, 212-2764’ 212-VO430H 
Page 2 of 4 

Federal Deposit Insurance Corporation -2- 

Court in the approximate amount ofStO.2 billion, which the IRS asserts may be used in offset or 

odwisc reduce the amount of any tax refimds anticipated lobe rehed to the WMJ 

consolidated greup, a substantial portion of which JFMC is entitled en under the Agrccment. 

2. MM and the Official Committee of Unsecured Creditor, have threatened 

claims safring funds held at WMB and WMB lab totaling approximately $4.3 billion as of 

September 30,200*. an the basis that such funds should be considered property of the 

bankniplcy conic. JPMC believes that some or all of thcsc (taids belong to JPMC, including 

approximately $234 million associated with state tax refund amounts allocable to WMB. To the 

extent the bankruptcy ount awards In WW aawnints beyond any amounts propedy creditable in 

WMI, JPMC is entitled to indemnity. 

3. In re WaMu RR1XA litigatüui. No.07-01*74, is a pending litigation in the 

TJmicd Stales District Court for the Western District of Washington, .55011mg, among other 

things, that WMI’s stock should not have been included as an investment choice in the 

Washington Mutual 401(k) Plan. We also taideratand these is pending litigation in the sume 

enint relating to WMB (or predecessors’) pension plans. Bier, Y. WaMu Pensions Plc,,, No. 07-

00903, and also a pending securities fraud litigation. In re Washington Mutual Securities 

Li:igcdaii, No. 08-1919. To the cidail JPMC incurs any loss in connection with any of thcsc 

litigations; it is entitled to indemnity. 

4. WMT has asserted claims to ownership ofvanons pension plan asset s and 

cmployee related BOU/COLJ inszxancc assets which arc the property of JPMC under the terms 

of the Agrccrncnt To the extent JPMC is prcventczl from receiving those assets or incurs any 

damages as a result of WMJc claims, JPMC is entitled In indemnity. 

5. JPMC may be subject to potential claims relating to a BKJ( SupaThnd site 

in West Covina, California (including claims relating to the consent decree with the California 

.Department of Toxic Substances Control) by responsible parties for the site, such as the BKI( 

Joint l)cfatse Group.. JPMC is entitled to indemnity for any such claims. 

6. We understand that WMI and its creditors (and possibly stockholders), as 

well as WMB’s creditors, have submitted substantial claims in the FDIC’s receivership claims 

process. To the extent that any such claim were to affect or damage JPMC_ we would be entitled 

In indemnity. 

7. Various assets of WMB that JPMC acquired (mm the receivership under 

Thc Agieerncnl were externally titled in the name ofWMB’s parent, WW. Among others, this 

includes certain VISA International common shares that were awarded to Its member banks in 

ecimection with ViSA’s 1PO and certain intellectual property agreements- To the extent any 

such assets are not legally transferred to IPMC or their value is impaired poor to such transfer, 

JFMC is entitled to indemnity. 

8. Approximately S55 million attributable to an American Savings Bank 

related judgment his been deposited with the Bankruptcy Court and remains subject to claims by 

WMI and possibly others. The American Savings Bank litigation rcmajns pending and furiher 
Page 3 of 4 

Federal Deposit Insurance Corporation -3- 

pa)lfleniS ire anticipied. In addition, ajinigment has been mitered in goodwill litigation relating 

to Anchor Savings Bank. JPMC is entitled to all of the proceedt of these goodwill litigations 

wider the lenin of the AgreemaiL To the extent those proceeds at not delivered to JPMC, 

JPMC is entitled to indemnity. 

9. it has been publicly reported that a criminal investigation is being 

conducted into unspecified maltem relating to the operation of the WaMu entities prior to 

rvuship and, in the case of WMI and other affiliates prior In their bankruptcy. To the extent 

JPMC mans any liability or damage as a result of such Investigation or underlying matters.it is 

entitled to Indemnity. 

tO. We previously provided you with notice in our November 25, 2008 letter 

of issues relating to certain trust issued securities ("Trust Semnities"). rcfen’ed to in that letter as 

REW "preferred stocks Further to those matters we have been made await of possible 

disdoswt-rclated claims threatened by the holders of the Trust Securities. In addition, we are 

aware that WMI may be asserting some claim of owncrdtip related to the Trust Securities, 

including as reflected in its amended schedule of assets flied in the Bankruptcy Court on Jamiarj 

27, 2009. FwthennOre various allegations of misconduct by WMI and/or WMB officers and 

agents with respect to the Trust Securities were made at meetings held under your auspices and 

in the presence of your representativcL To the extent the Trust Sscuiitics are not delivered to 

JrMC or their value is diminished. or JPMC is subject to damages or loss as a result of any of 

there mafta, it is entitled to indemnity. 

II. On Mardi 20,2009, WMI commenced an action against the FDIC in the 

United States Distiid C’.r*ul for the District of Columbia asserting a variety of claims, including 

claims that relate to certain of the matters referred to above. To the extant JPMC marts any loss 

or damage as a result afar in connection with that litigation or any of the claims asserted In that 

litigation, including the loss of any assets that were acquired by JPMC, or expenses associated 

with the litigation, JPMC is entitled to indemnity. 

A,s you are await, the date for barring claims in the WMI bankruptcy proceeding. March 31 sI. 

is fast approaching We have not received any indication from you that you wish to assume 

control with respect to any of the claims made or potentially to be made against WML Therefore, 

as we have discussed, JPMC has taken and will continue to take appropriate measures to 

preserve our tights in the assets under dispute on or prior to the bar date. This includes the action 

we informed your counsel about yesterday before filing our complaint before the Bankruptcy 

Court. We understand and .t,pti&C that you as well will make strongly supportive filings 

intended to protect our tights in the lax claims, Trust Securities (including asserting the 

regulatory priority to which the contribution agreement is entitled under the Bankruptcy Code) 

and other assets that you sold us. 

The matters identified in this letter are not intended to be exhaustive or to constitute a 

statement that no other facts have or may come to our attention that could result in claims for 

which indemnification is provided, and we reserve the right to supptcmcnt this notice it and 

when Ibrural claims are made against us or as additional facts or circumstances may arise. 

Indeed, as you and your Counsel at aware, both the March 20 District Court action and 

proceedings, in the Bankruptcy Cowl put at issue our ownership of a number of assets 
Page 4 of 4 

Federal Deposit Insurance Corporation -4- 

shares in VISA, 1nc the Legacy RmNi Trusts, She Pension Plan, the 401(k) PIzm, companyowned and bank-owned life insurance policies and certain vendor contracts) or responsibility for 

liabilities. Such disputes, while refaunced above, may, of cours proceed in war that give rise 

to additional indemnification claim, in the future. 

llwik you for your kind attention to (his letter, and, as always, we appreciate the cooperation 

of the FDIC’s staff and counsel. 

truly wurs. 

Travis FEpcs 

cc: Daniel P. Cooney 

James Wigaixl 

David Gcarin 

(Federal Deposit [nswance Corporation) 

Thomas L Califano 

(DIA Piper LLP) 

Robert & Sacks 

StaceyR Friedman 

(Sullivan & Cromwell LLP) 
Page 1 01 Z 

SULLIVAN & CROMWELL LU’ 

TEL*PWDNL 1-31 0-712-6600 

rACIINII.* I-J 1071 2-S$OO 

www.suit.cCM 

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June 14,2010 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan Si. Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Notice of Additional Claims 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

(FDIC Receiver" and, together with FDIC Corporate. "FDIC") and JPMorgan Chase 

Bank, NA. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada (’WMB"). This letter 

supplements our prior indemnification notices and provides you with further written 

notice of a matter that has been the subject of prior communications for which JPMC is 

entitled to indemnification under Section 12.1 of the Agreerncnl 

From prior diussions and correspondence you are aware of the potential 

liabilities that arise from the West Covina, California Landfill (BKK Corp), as well as the 

BKK v. American Honda Motor Co. action (the "BKK liabilities"). JPMC has previously 

made clear that it maintains that some or all such liabilities were retained by the FDIC 

and are not liabilities assumed by JPMC pursuant to Section 2.1 of the Agreement. 

We disagree with the FDIC’s March 10. 2009 letter suggesting that the 

BKK liabilities were assumed by JPMC or were assumed by JPMC without limitation. 

To the extent JPMC has already incurred or may incur such liabilities, they are subject to 

indemnification by the FDIC pursuant to Section 12.1 of the Agreement. We are also 

advising you that JPMC may incur costs and expenses in connection with defending 
Page 2 ot 

Federal Deposit Insurance Corporation -2- 

against the BKJ( liabilities and that JPMC may decide to settle such claims, which would 

be subject to indemnification. We understand the FDIC Receiver consents to our 

defending and, if we deem it to be prudent, settling such claims. 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other matters, the matter identified inthis letter is 

not intended to be exhaustive or to constitute a statement that no other facts have or may 

come to our attention that could result in claim for which indemnification is pmvidcd, 

and we reserve the right to supplement this notice as additional facts or circumstances 

may azise 

Thank you for your kind attention to this letter. 

(rr7 \ 

L1 A4–s 

(Enclosures) 

cc: TravisFEpes 

Daniel P. Cooney 

Lawrence N. Chanen 

Bill Viets 

(JPMorgan Chase Bank,. NA.) 

James Wigand 

David Gearin 

Katbiyn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

John J. Clarke 

(DLA Piper LL’) 

Stacey L Friedman 

(Sullivan & Cromwell LLP) 
Page 1 of 2 

SULLIVAN & CROMWELL LLP 

TILLPPSOISC 1ZI2-958-4000 ,AC01111 141Z153511 025 96mac&W 

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November 11, 2010 

Via Federal Eess 

Federal Deposit Insurance Corporation 

Receiver of Washington Mutual Bank, Henderson, Nevada 

1601 Bryan St. Suite 1701 

Dallas, Texas 75201 

Attention Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: indemnification Oblinations 

Dear Sirs: 

We refer to the Purchase and Assumption Acement Whole Bank, dated 

as of September 25, 2008 (the "Aecmait’) by and among the Federal Deposit 

Insurance Corporation in its corporate capacity (’FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC’) and JPMoigan Chase 

Bank NA. (together with its subsidiaries and affiliates, "JPMC) relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMBl. This letter 

supplements our prior indemnification notices and provides you with written notice of an 

additional matter for which JPMC is entitled to indemnification under Section 12.1 of the 

Agreement. 

The additional matter that gives rise to JPMC’s indemnity rights relates to 

alleged environmental centainination at 75 Eau Grant Street, Lcbanon. OR (the 

"Lebanon Environmental Contamination"). In 1996, the Oregon Department of 

Environmental Quality ("DEQ") conducted an Expanded Preliminary Assessment at the 

site and idaithflcd wand groundwater contamination owing to high amounts of the dry 

dcaning solvent tctrachlorocthylcne ("PCE").’ DEQ then added the site to its Confirmed 

The bank property was apparently the location of several dry cleaning shops 

between 1968 and 1977. 
Page 2 of 2 

Federal Deposit Insurance Corporation -2- 

Release List in 2002, while the property was occupied by WMB. WMB apparently chose 

not to enter the Voluntary Cleanup Program and DEQ has since notified JPMC of the 

need for a substantial area-wide contamination cleanup. Enclosed for your convenience 

is a copy of DEQ July 1, 2010 letter notifying JPMC of the Lebanon Enviroimienial 

Contamination and its dean-up options. 

JPMC is advising you that the imposition of any liabilities on JPMC for 

this matter would be subject to indemnification by the FDIC pursuant to Section 12.1 of 

the Agreement. We we also advising you that JPMC has already incurred and will incur 

further costs and expenses in connection with this issue, including, without limitation, 

legal expenses and potentially costs to ranediate the site or to contribute to the area-wide 

contamination cleanup, all of which would be subject to indcrnnitication. 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other matters, the matters identified in this letter 

we not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

Thank you for your kind attention to this letterYO 

(Enclosure) 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Jason Klein 

(JPMorpn chase Bank, NA.) 

James Wiped 

David Geariri 

Kalhiyn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Cal ifano 

(DLA Piper LLP) 

Richard M. Glick 

(Davis Wright Tranaine LIP) 
Page 1 of 2 

JPMORGAN CHASE &Co. 

Travis F. Epes 

Miagi& Drcctw 

Legal and Cornphurcc Depailuicis 

February 22, 2010 

Federal Deposit Insurance Corporation 

Receiver of Washington Mutual Back, Henderson, Nevada 

1601 Bryan St. Suite 1701 

Dallas, Texas 75201 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Notice of Additional Claim 

Dear Sus: 

We refer to the Purchase and Assumption AVcemcnt Whole Bank dated as of September 25, 

2009 (the "Agreement") by and among the Federal Deposit Insurance Corporation in its 

corporate capacity (’FDIC Corporate") and as receiver CFDIC Receiver" and, together with 

FDIC Corporate. ’FDIC") and iPMorgan Chase Bang NA (together with its subsidiaries and 

affiliates, "JPMC") relating to the resolution of Washington Mutual Bank, Henderson, Nevada 

WMB"). This letter supplements our prior indemnification notices and provides you with 

v,iincn notice of an additional matter for which JPMC is entitled to indcmnjficatjon under 

Section 12.1 of the Agreement. 

We have had many recent conversations and communications with the FDIC concerning the 

potential liabilities that arise from WMB’s mortgage origination and servicifig activities, 

including but not limited to the liabilities associated with the complaint Deutsche Bank National 

Trust Company filed against the FDIC Receiver in tbe United States District Court for the 

District of Columbia, No. 09-cv-01 656 (RMC). JPMC has conveyed in these discussions with 

the FDIC that it reserves the right to maintain that any such liabilities were retained by the FDIC 

and are not liabilities assumed by JPMC pursuant to Section 2.1 oldie Agreement. 

In light of these recent discussions. JPMC is advising you that the imposition of any such 

liabilities on JPMC would be subject to indemnification by the FDIC pursuant to Section 12.1 of 

the Agreement. We are also advising you that IPMC may incur costs and expenses in 

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Page 2 of 2 

Pac 2 

Fcbnary 22, 2010 

connection nth claims asserting such liabilities and that IPMC may decide to settle such claims. 

We understand the FDIC Receiver consents to our defending and, if we deem 11 to be prudent, 

settling such claims. 

Nothing in this letter is intended to suggest that any mortgage related claims that have or may 

be assemicd, including those asserted in the Deutsche Bank litigation, have merit or that liability 

for such claims was assumed by JPMC. In addition, the matters identified in this letter are not 

intended to be exhaustive or to Constitute * statement that no other facts have or may come to our 

attention that could result in claims for which indemnification is provided, and we reserve the 

right to supplement this notice as additional facts or circumstances may arise. 

Thank you fbr your kind attention to this letter, and, as always, we appreciate the cooperation 

of the FDIC’s staff and counsel. 

Very truly yours, 

/ 

Travis F. Epes 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

(JPMorgan Chase Bank. N.A.) 

James Wigand 

David Gcaiin 

Tom Reeves 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper 1.12) 

Robert A. Sacks 

Stacey R. Friedman 

(Sullivan & Cromwell LI..?) 
Page 1 of 3 

SULLIVAN & CROMWELL LLP 

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November 11. 2010 

Via Federal Exprerz 

Fuicral Deposit lnswncc Corporation. 

Rcccivcrof Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Oblinatjons 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement -) by and among the Federal Deposit 

lnswuncc Corporation in its corporate capacity("FDIC Corporatc) and as receiver 

(FDIC Receiver" and, together with FDIC Corporate, "FDIC) and iPMorgin Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

sp1ements our prior indemnification notices and provides you with writico notice of 

additional matters for which JPMC is entitled to indeinni ficut ion under Section 12.1 of 

the Agreement. 

The additional matters that give rise to JPMCs indemnity tights are 

(i) letters to JPMC from Deutsche Bank National Trust Company ("DBNTC") 

demanding repurchase of sccuiiuzcd loam for which Long Beach Securities Corp. was 

the depositor and Washington Mutual Bank the seller, and (ii) invoices submitted to 

JPMC by Deutsche Bank Trust Co. Americas ("DBTCA") purporting to seek payment 

for "Legal Expenses for WaMu Proof of Claim." The Icticra we have received arc dated 

June 9,2010 (eight letters) and August 16, 2010. The invoices arc dated July 14, 2010, 

August 10, 2010, September 9,2010, and September 16.2010. Copies of both are 

enclosed for your convenience. We anticipate that DBN1t and DBTCA will seek 

paymont for other costs as well, which we appraise you of in due cowse. To be clear. 

here, as in other contexts we have notified you about, this includes costs and losses 

incurred as a result of claims against WMB’s subsidiaries and affiliates. 
Page 2 of 3 

Federal Deposit Insurance Corporation -2- 

JPMC is advising you that the imposition of any liabilities on JPMC 

would be subject to indemnification by the FDIC pursuant to Section 12.1 of the 

Agreement. We are also advising you that JPMC may incur costs and expenses in 

connection with investigating and contesting these demands and invoices (and similar 

demands rind invoices that DBNTC and(or DBTCA may submit) and that JPMC toy 

decide to settle any claims regarding these demands and invoices, all of which would be 

subject to indemnification. We understand the FDIC Receiver consents to our 

investigating and contesting and, if we deem it to be pnidcnl, settling such claims. 

We look forward to our fwther discussion regarding this and the other 

outstanding indemnification issues, particularly in light of the recent decision by the U.S. 

District Court for the District of Columbia in the North Carolina Department of Revenue 

action. While it has been your position that JPMC is not indemnified for liabilities it 

"expressly assumed" (Agreement f 12.1 (bX2)1 we believe the Court’s decision makes it 

highly unlikely that these will ever be a finding thai JPMC "expressly assumed" liabilities 

for which we are seeking indemnification. Although we will continue to litigate the 

question of whether JPMC "assumed" any of the contested liabilities under any theory

we expect to show that JPMC did not assume these liabilities based on course of conduct, 

negotiating history or on any other basisa finding that there has been no "express" 

assumption is, in our view, a finding that the FDIC (including FDIC-Corporate) is fully 

liable for indemnification. More specifically, Section 12-1 clearly states that JPMC is 

indemnified for all costs, losses and liabilities "described in Section 12.1 (a)," unless, in 

pertinent part, JPMC "expressly" assumed those liabilities. One of two results will 

follow from litigation over extrinsic evidence regarding whether the FDIC or JPMC 

retain liabilities: Either a conclusion (I) that the liabilities remained in the receivership, 

or (2) that the liabilities were passed to JPMC through a non-express assumption, thereby 

triggering the FDIC’s indemnity obligations. 

In the mcantime, as you are aware from previous correspondence 

notifying you of the FDIC’s indcrnmfication obligations in other matters, the matters 

identified in this letter are not intended to be exhaustive or to constitute a statement that 

no other facts have or may come to our attention that could result in claims for which 

indannification is provided, and we reserve the right to supplement this notice as 

additional facts or circumstances may arise. 

Thank you for your kind attention to this later. 

R JA. Sacks 

(Eac1oex) 
Page 3 of 3 

Federal Deposit Inswance Corporation -.3- 

cc: Daniel P. Cooney 

Lawrence N. C1iancn 

Jason Klein 

(JPMorgan Chase Bank, NA.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Pipa LI-.?) 
Page 1 of 2 

JPMORGAN CHASE &Co. 

P. Covu.v aai’ 

Luul 89W ’ 0-.1 

November 25. 2008 

Federal Deposit Insurance Corporation 

Receiver of Washington Mutual Bank. Henderson, Nevada 

1601 Bryan St. Suite 1701 

Dallas, Texas 75201 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR Field Operations Branch) 

Re: Notice of Possible Clakrs 

We refer to the Purchase and Assumption Agreement Whole Bank. dated as of 

September 25, 2008 (the Agmernen() relating to the resolution of Wasl*igton Mutual 

Bar*, Henderson, Nevada (WMW) and the transfer of certain assets and liabilities 

thereof to JPMorgan Chase Bar*, NA (’JPMC). As you am aware, shoitly foflt)wing 

the resolutbn transaction, the shareholder 0LWMB, Washington Mutual Inc. (WMr) 

filerS for bankruplcy. We appreciate and look forward to a cooperative working 

relationship with the corporate and receivership staffs of the Federal Deposit Insurance 

Corporation (the FDIC) with sesØect to matters that have arisen, and will continue to 

arise, in connection with the Washington Mutual resohdlon. As we informed Thomas R. 

Cafifano, counsel for the FDIC, we are submitting this notice as part of our continuing 

effort to keep the FDIC staff informed. Nothing in this letter is intended to alter or modify 

JPMC’s notice obligations under Section 12.2(a) of the Agreement or to suggest that the 

potential claim described in this letter have merit or could be appropriately asserted 

against JPMC or the FDIC. 

Although we are not aware of any claim being formally ttreatened or made, we 

have been made aware that WMI and its bondholders and slocitholders are considering 

asserting a nUflther of potential claimse.g., potential daims related to net operating 

loss tax benefits, assets In the Rabbi Trusts and deposit accountsin an attempt to 

recover assets or damages from .JPMC. the acquirer of assets and liabilities of WMB 

and subsidiaries. We believe that these groups may also attempt to assert daims 

against the FDIC in tonnection with the resolution process. In particular, we urxlerstand 

that the following potential claims are under consideration: 

JpMwpwChtA. CoLtUMCoftN-i-UM&lfS.D=OomCM=p. p. (C-i 

32 W 3171 - r ti 7= s,,s 
Page 2 of 2 

per 1! 

NwnwvbW 

 A purpoited da.n to recover the REIT preferred shares contributed by 

WMI to WMB per WMIs arnm1neM to the OTS, based on an argument 

that the commimert was Invalid. and/or that the contribution may be set 

aside as a fraudulent transfer or preference and/or on some other theory 

and 

 A purported discbiure-ielated dakn by the REFI preferred holders 

asserting some form of alleged liability under the federal securities laws 

with respect to the REIT preferred. 

We believe that WMI and its security holders may make other related or unrelated 

claims as well, whether through the bankruptcy process or otherwise. 

Although no claim has been made or threatened that would bigger the notice 

provision set forth in Section 122(a) of the Agreement, in an abundance of caution we 

are advising you of these potential claims as they would be subject to’ . by 

the FDIC pursuant to Section 12.1 of the Agreement Thank you for your attention to 

this letter. 

Very truly yours. - 

Daniel P. Cooney 

cc: James Wigand 

David Gearin 

(Federal Deposit Insurance Corporation) 

Thons R Califano 

(CIA Piper LIP) 

MiltheII Eltel 

(Sullivan & Cromwell LIP) 
aL-2?-19 23:14 

J.P Morgan 

JASON C. KLSWJ 

Au3MW C40CW COMICI 

1. 

- Dqws 

March 10, 2009 

VIA FED EX 

Donald McKinley 

Regional Counsel 

Federal Deposit Insurance Corporation 

Receiver of Washington Mutual Bank, Henderson, Nevada 

1601 Bryan Street, Suite 1701 

Dallas, TX 75201 

Re: American National ha. Co. v. JPMorgan Chase Bank NA and JPMurgan Chose 

& Co, No 09CV0199 (District Court, Galveston County, Texas, 122d Judicial 

District Filed Feb. 24.2009) (the -Action-) 

Dear Mr. McKinley: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated as of 

September 25, 2001t (the "Agreement") between the Federal Deposit Insurance Corporation as 

Receiver of Washmgton Mutual Bank, Henderson, Nevada (’FDIC) and WMorgan Chase 

Bank, NA. ("JPMCB). Pursuant to Sections 12.1, 12.2(a) and 137 of the Agreement, JPMCB 

hereby notifies the FDIC of the above-captioned Action and requests that the FDIC indemnify 

and hold harmless JPMCB and JPMorgan Chase & Co. (’JPMCC" and, collectively with 

JPMCB, "JPMCi with respect to the Action. 

In brief, the pIaintifl allege that they were common equity and bondholders of 

Washington Mutual. Inc. ("WMI") and/or Washington Mutual Bank CWMB" and, collectively 

with WMI, "WaMu’). Plaintiffs claim that JPMC tomously interfered with their contract rights 

by inducing WaMu’s breach of bond obligations to them. Plaintiffs also claim that JPMC 

breached confidentiality agreements executed with WaMu and that as shareholders and 

bondholders they have a derivative interest in protecting WaMu from the harm caused by the 

alleged breaches Finally, plaintiffs assert that JPMC was unjusdy enriched at their cKpentsc. A 

copy of the complaint is enclosed. 

17. 14sip  Cu*: CAI.0)VI. II Mtn 5m. " F. S T,.,c.. C.iwr. ,4)O, 

Tkpbui. (ItS) 3IS4N Fa1. (Its) 3I5-335 
Donald McKinley 

Federal Deposit Insurance Corporation 

March 10. 2009 

Page 2 

Please be advised that JPMC’S initial response to the complaint is presently due 

on March 23, 2009. Given this rapidly approaching deadhne, JPMC is in the process of retaining 

counsel to defend the Acticu. Based on JPMC’s indemnification rights under the Agreeuient, we 

assume that the FDIC will reimburse JPMC for any fees and costs it incurs prior to the FDIC’s 

assuming the defense. 

We wilt inform you as soon as we have retained counsel. In the meantime, please 

do not hesitate to contact me with any questiow you may have or if the FDIC would pmfL*T to 

retain counsel and defend the Action itself If so, we would appreciate being consulted in 

advance. 

Very truly yours. 

asDn C. Klein 

cc: Thad Fenton 

Stephen Pruss 

Robert Schoppe 

Daniel P. Cooney 

Michael Lipsitz 

Deputy Director (DRJt - Field Operations Branch) 

TDTnL P.03 
Page 1 of 3 

JPMORGAN CHASE &Co. 

Trimb F. ep.. 

M.eçMg D.dmr .v . C.ne& Cau.l 

L.gi and C 

June 3, 2009 

Federal Deposit Insurance Corporation 

Receiver of Washington Mutual Bank, Henderson, Nevada 

1601 Bryan St. Suite 1701 

Dallas, Texas 75201 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Field Operations Branch) 

Re: Noce of Additional Clalmi 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Wtioie Bank, dated as of September 

25, 2008 (the Agreement’) by and among the Federal Deposit Insurance Corporation In its 

corporate capacity(FDIC Corporate and as receiver (FDIC Receiver’ and, together with 

FDIC Corporate, FDIC’) and JPMorgan Chase Bank, N.A. (together with its subsidiaries and 

affilates, JPMC) relating to the resolution of Washington Mutual Bank, Henderson. Nevada 

("WMW or the’Failed Bank) This letter supplements our prior Indemnification notices and 

provides you with written notice of certain additional matters for which )PMC is entitled to 

indemnification under Section 12.1 of the Agreement. 

As your counsel Is aware, on May 29, 2009, Washington Mutual, Inc.. and its affillate WMI 

Investment Corp. (collectively ’WMI’), tiled an answer and counterclaims in an adversary 

proceeding previously commenced by )PMC, Case No. 08-12229, to protect JPMCs Interests 

in the assets acquired from the FDIC Receiver pursuant to the Agreement A copy of WML’s 

answer and counterclaims is enclosed. 

Apart from the Indemnification obligations WMI’s counterclaims will impose on the FDIC in 

this case, the fundamental policy challenges raised by those counterclaims should be of 

particular concern to the FDIC and its sister regulatory agencies. Will not only seeks to 

claim as its own various assets that JPMC acquired from the FDIC Receiver under the 

Agreement and to Impose liability on JPMC for matters that )PMC did not assume pursuant 

to the Agreement, but Will broadly attacks the 015’ regulatory oversight of WMB, and the 

FDIC’s receivership. In so doing. Will challenges the authority of banking regulators to 

regulate the safety and soundness of, and to manage, troubled financial Institutions, seeks 

to render unenforceable the regulatory and capital regulations applicable to, and 

commitments made by, such institutions, and attacks the power or the FDIC to place a 

railed or failing institution In receivership and ad to minimize the harm to the public 

treasury as a result of bank failure. This frontal assault on the authority of the FDIC and 

the OTS would, if successful, effectively displace Tide 12, provisions of the Federal Reserve 

Act,, and other provisions of federal banking law. 

.wia..,.n u... sca. ZFQ ii Aus. 1,VdV IS. lire let. WY. 100111 4M* 

KA -- WYi47fl 

TØ: zit-vo-sui- Factimile 212-27U-eI 
Page 2 of 3 

rqp 2 

.m 3 2009 

For example, Wills counterclaims seek to recover from JPIC billions of dollars of capital 

contributions made by Will to WMB on a theory that WMB was Insolvent at the time Will 

made those capital contributions at the urging of the 015 and that )PMC as the successor to 

the FDIC Receiver is liable for the return of the funds contributed on various state and 

bankruptcy law theories of preference or fraudulent transfer. Will similarly seeks to retain 

the approximately $4 billion in trust securities despite the fact that WHO was allowed by the 

015 to treat those securities as Tier 1 capital on the basis of WilEs commitments 

(commitments made and allkived repeatedly over the 2-1/2 years prior to receivership) to 

transfer those securities to WPIB in the event, among other things, the OTS were to 

determine that WMB was undercapitalized. On the theory that WMB was Insolvent when 

the 015 called upon Will to honor Its commitment (end WMI did 50) the day of the FDIC’s 

receivership, Will now seeks to reclaim or retain those $4 billion in securities. 

Will further seeks to challenge the transaction between the FDIC and JPMC reflected In 

the Agreement on the theory that the FDIC apparently acted Imprudently as receiver and 

underpriced the sale to )PMC, and that, as a creditor and stockholder of WMB at the time, 

Will somehow has standing to second-guess and challenge the FDIC’s handling and 

disposition of receivership assets and llabllitles. Indeed, among the most far-reaching relief 

sought by Will Is an order requiring JPt4C to pay Will fah -value’ for the assets sold to 

JP14C by the FDIC or, alternatively, to void the Agreement between the FDIC and )PMC to 

the extent necessary to satisfy Will’s claims against WilL Given that 3PMC would be 

Indemnified for any such payment, Will’s argument, If successful, would require the 

government to pay a bank holding company some hypothetical purported fair value for 

assets seized as a result of a receivership resulting from the holding company’s own 

unsuccessful operation of the bank In the first place. During this time of unprecedented 

bank failures, there can be no more fundamental attack on the ability of regulators to 

inatinge the ongoing financial crisis. We believe that these matters should be of great 

interest to all federal and state bank regulatory agencies and the Treasury Department as 

well as the FDIC as they raise fundamental Issues at a critical time. 

In addition to WMI’s May 29 counterclaims, we have previously provided you with notice 

of and we have been in regular contact with your counsel regarding, the claims asserted by 

Will In the action brought against the FDIC In the District of Columbia and against 3PMC in 

the -turnover action.-Adversary No. 09-50934. brought In the Bankruptcy Court on April 

27, 2009. These matters could also result In JPMC or its affiliates seeking lndemniriable 

losses or expenses from the FDIC. 
Page 3 of 3 

Pae’ 3 

Jwi. 3. no 

The matters Identified In this letter are not Intended to be exhaustive or to constitute a 

statement that no other facts have or may conic to our attention that could result in claims 

for which Indemnification Is provided, and we reserve the right to supplement this notice If 

and when formal claims are made against us or as additional facts or circumstances may 

N. 

Thank you (or your kind attention to this letter, and, as always, we appreciate the 

cooperation of the FDIC’s staff and counsel. 

Vey.truly yours, 

Travis F. Epes 

cc: Daniel P.Cooney 

Lawrence N. thanen 

()PMorgan chase Bank, N.A.) 

James Wigand 

David Gearin 

Tom Reeves 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

John J. Clarke 

(DtA Piper LLP) 

Robert A. Sacks 

Stacey R. Friedman 

(Sullivan & Cromwell LIP) 
Vage 1 01 3 

Morçai I.ea & barn ii? 

300 Soh Gijad Aeisa 

Tae.e-Secamd Hoot 

Los An9elet CA 90071-3132 

Tel: 213h122500 

Fu 213-6111501 

wmotgema 

Morgan LrvAs 

COUNSILOSt AT LAW 

Kathleen A. Waters 

213112.7375 

September 22, 2009 

VL4 CERTIFIED MAIL 

Robert Schoppe 

Federal Deposit Insurance Corporation 

Receiver-in-Charge of Washington Mutual Bank, Henderson, Nevada 

1601 Bryan St., Suite 1700 

Dallas, Texas 75201 

Re: September 25, 2001 Purchase and Assumption Agreement Among Federal Deposit 

Insurance Corporation, Reieiver of Washington Mutual Bank, Henderson Nevada, 

Federal Deposit Insurance Corporation, and JPMorgan Chase Bank, National 

Association 

l)ear Mr. Schoppc: 

We write on behalf of .JPMorgan Chase Bank. National Association (’JPMC") pursuant to 

Article XII of the referenced Purchase and Assumption Agreement to seek the Receivers 

acknowledgment outs obligation to Indemnify and hold harmless 1JPMCI against JPMC’s 

costs of defending and resolving certain claims that have been brought against JPMC as the 

ostensible successor to Washington Mutual Bank ( -Washington Mutual"). JPMC’s claim for 

indemnity arises from the lawsuits filed by landlords who entered into lease agreements with 

Washington Mutual relating to Bank Premises. 

Specifically, as identified earlier. JPMC seeks indemnity relating to the following lawsuits: 

(i) 290 at 71. LLC v. JPMorgan Chase Bank NA and Dana Fowikes (No. 

D-l-GN-09-00585), pending in State District Court, Travis County Texas; 

(ii) Palm Springs Mile Associates. LTD v. JPMorgan Chase Bank. NA and 

Washington Mutual Bank FA (No. 09-CV-20997-PAS). now pending in 

t11021313707 p 
I-’age 2 01 J 

MoTan Ixwis 

Federal Deposit Insurance Corporation tOWN I ISO t AT tAV 

September 22, 2009 

Page 2 

the United States District Court, Southern District of Florida; 

(iii) CEP Emery Tech Investors LLC v. iF Morgan Chase. N.A. and Does 

I to 10 (Case No. RG09439384). pending in California Superior Court, 

Alameda County. California; 

(iv) Weichxel Farm Limited Parinerhsip v. JPMorgan Chase Bank MA. 

Successor-in-Interest to Washington Mutual Bank (Case No. 3-

09CV0672-L) pending in the United States District Court, Northern 

District of Texas; 

(v) 1500 Range Way Partners LLC v. JPMorgan Chase flank NA as 

Successor in interest to Washington Mutual Bank (Case 4:09-CV-01467- 

TLW), now pending in the Southern District of South Carolina; 

(vi) Excel little York LTD Y. iF Morgan Chase Bank NA, (Case No. 

4:09-CV-2993), pending in the United Stales District Court, Southern 

District of Texas, Houston Division; 

(vii) Excel Willowbrook. LLC v. JP Morgan Chase Bank NA, (Case No. 

4:09-CV-02988), pending in the United States District Court, Southern 

District of Texas, Houston Division; 

(viii) 3300 Sage. Ltd v. .1? Morgan Chase Bank, National Assot-iarion 

(Case No. 4.-09-CV-0301 9), pending in United States District Court, 

Houston Division; and 

(ix) Skillman-Easirldge LTD v. JPMorgon Chase Hank National 

Association (Case No. DC 09-1003) pending in the K.-192nd Judicial 

District. Dallas County 

f foregoing suits all allege that JPMC is liable on Washington Mutual’s obligations under 

leases for Bank Premises as that term is defined in the Purchase and Assumption Agreement. 

Section 4.6 to the Purchase and Assumption Agreement outlines the parties’ Agreement with 

Respect to Bank Premises" and provides that: 

Option to Lease. The Receiver hereby grants to the Assuming 

Bank an exclusive option for the period of ninety (90) days 

commencing the day after Bank Closing to cause The Receiver to 

assign to the Assuming Bank any or all leases for leased Bank 

Premises. . . the Assuming Bank shall give notice to The Receiver 

21!1313107.P 
Fage i ot i 

Moan 1^vis 

Federal Deposit Insurance Corporation COU$IIOU$ AT IA 

September 22, 2009 

Page 3 

within the option period of its election to accept Or not to accept an 

assignment of any or alt leases (or entered into subleases or new 

leases in lieu thereof). 

JPMC provided timely notice to the Receiver of its election nol to assume the leases that are at 

issue in the referenced litigation. Ills Mar understanding that the Receiver subsequently provided 

notice to the pertinent leaseholders of its decision to disaffirm the leases in question. 

The Receiver agreed, under Section 12.1(a) (6) of the Purchase and Assumption Agreement, to 

indemnify and hold harmless JPMC against: 

claims based on any failure or alleged lailure (not in violation of 

law) by IJPMC) to continue to perform any service or activity 

previously performed by [Washington Mutual], which IJPMCI is 

not required to perform pursuant 10 this Agreement or which arise 

under any contract to which /Washington Mutuall was a party 

which /JPMC/ elected not to assume in accordance with this 

Agreement and which neither [J ?MCI nor any Subsidiary or 

Affiliate of IJPMCJ has assumed subsequent to execution hereof[.] 

(Emphasis added). The underlying unassumed lease" claims in issue fall squarely within the 

scope of Section 12.1(a) (6) and plainly trigger the Receiver’s indemnity obligations under 

Article Xli. 

Accordingly, we ask that the Receiver confirm that it will indemnify and hold JPMC harmless 

against the referenced lawsuits and similar litigation that may arise in the future. We hereby 

submit for payment the fees and costs incurred by JI’MC to datc in these matters totaling 

approximately $480,598. Copies of these remittances are enclosed. Please contact me or Arthur 

KorLec if you would like copies of the details of the invoices. 

Please do not hesitate to call should you have any question. 

!An -rely 

a’thleen Owa 

Enclosures 

cc: Regional Counsel (Litigation Branch) (wlcncts.) 

Arthur Korzec, Esq. (via e-mail) (wlencls.) 

I3IIiI3107 I 
-’age 1 ot 3 

JPMorganChase 0 

Anbut Xoc=C 

Executive Director and 

Aisistailt Genta1 CoinrI 

Legal and Com,L.,Ke Department 

January 11,20W 

VIA CERTIFIED MAIL 

Federal Deposit Insurance Corporation 

Receiver of Washington Mutual Bank, Henderson, Nevada 

1601 Bryan Si, Suite 1700 

Dallas, Texas 75201 

Attention: Regional Counsel (Litigation Branch) 

Re: September 25, 2008 Purchase and Assumption Agreement Among Federal Deposit 

Insurance Corporation, Receiver of Washington Mutual Bank, Henderson Nevada, 

Federal Deposit Insurance Corporation, and JPMorgan Chase Bank, National 

Association 

Dear Regional Counsel (Litigation Branch): 

I write on behalf of JPMorgan Chase Bank, National Association ("JPMC") pursuant to Article 

Xli 0f the referenced Purchase and Assumption Agreement to seek the Receiver’s 

acknowledgment of its obligation to "indemnify and hold harmless [JPMC]’ against JPMCs 

costs of defending and resolving certain claims that have been brought against JPMC as the 

ostensible successor to Washington Mutual Bank ("Washington Mutual"). JPMCs claim for 

indemnity arises from the lawsuits filed by landlords who entered into lease agreements with 

Washington Mutual relating to Bank Premises. 

Specitically, as identified earlier, JPMC seeks indemnity relating to the following lawsuits: 

(I) 290 at 71. LLC v JPMorgan Chase Bank, NA and Dana Fowikes (Case 

No. 1:09-CV-00576-SS), now pending United States District Cowl for the 

Western District of Texas, Austin Division; 

(ii) I’airn Springs Mile Associates. LTD Y. .JPMorgan Chase Bank, NA and 

Washington Mutual Bank FA (No. 09-CV-20997-PAS). formeily pending 

United States District Court for the Southern District o Florid& 

(iii) CE? Emery Tech Investors LLC v. JP Morgan Chase, N.,t and Does 

Ito 10 (Case No. 4:09-CV-04409-SBA), now pending United States 

District Court for the Northern District of California; 

RMaeaaa (Mie I Co. - Nfl -*131. One Chan M.nhan.n I!tam FL 21, New Yost. NY )000S 

ietuphciw. 252 552 F.ciinIe 252552 120 

&nhur.korruchas.oq, 
I-’age 2 ot j 

(iv) Weichsel Farm limited Partnership v. JPMorgan Chase Bank, MA. 

Successor-in-Interest to Washington Mutual Bank (Case No. 3-

09CV0672-L), pending United States District Court for the Northern 

District of Texas, Dallas Division; 

(v) 1500 Range Way Partners, LLC v. JPMorgan Chase Bank, NA as 

Successor in Interest to Washington Mutual Bank (Case 4:09-CV-01467-

TLW), now pending United States District Court for the District of 

Southern Carolina, Florence Division; 

(vi) Excel Little York LTD v. iF Morgan Chase Bank. NA, (Case No. 

4:09-CV-2993), now pending in the United States District Court for the 

Southern District of Texas, Houston Division; 

(vii) Excel Willowbrook LLC v JP Morgan Chase Bank NA, (Case No. 

4:09-CV-02988), now pending in the United Stales District Court for the 

Southern District of Texas, Houston Division; 

(viii) 3300 Sage. Lid v. JPMorgan Chase Bank, National Association 

(Case No. 4:09-CV-03018), now pending in United States District Court 

for the Southern District of Texas, Houston Division; 

(ix) Skillman-Easiridge LTD v. JPMorgan Chase Bank, National 

Association (Case No. DC 09-1003), now pending in the United Stales 

District Court for the Northern District of Texas. Dallas Division; 

(x) Phase III Ra)ford-Richard Property. LP. v. JPMorgan Chase Bank. 

National Association and the Federal Deposit Insurance Corporation, as 

Receiver of Washington Mutual Bank (Case No. 4:09-CV-03538). pending 

in United States District Court for the Southern District of Texas, Houston 

Division; and 

(xi) Central Southwest Texus Development. LLC v JPMorgan Chase 

Bank, National Association, (Case No. A 09 CA 81 9SS), pending United 

States District Court for the Western District of Texas, Austin Division. 

The foregoing suits all allege that JPMC is liable on Washington Mutual’s obligations under 

leases that JPMC and the FDIC agree arc Bank Premises as that term is defined in the Purchase 

and Assumption Agreement. Section 4.6 to the Purchase and Assumption Agreement outlines 

the panics’ "Agreement with Respect to Bank Premises" and provides that: 

Option to Lease. The Receiver hereby grants to the Assuming 

Bank an exclusive option for the period of ninety (90) days 

commencing the day after Bank Closing to cause The Receiver to 

assign to the Assuming Bank any or all leases for leased Bank 
tage 3 01 3 

Premises. .. the Assuming Bank shall give notice to The Receiver 

within the option period of its election to accept or not to accept an 

assignment of any or all leases (or entered into subleases or new 

leases in lieu thereof). 

JPMC provided timely notice to the Receiver of its election not to assume the leases that are at 

issue in the referenced litigation. It is our understanding that the Receiver subsequently provided 

notice to the pertinent leaseholders of its decision to disaffirm the leases in question. 

The Receiver agreed, under Section 12.1(a) (6) of the Purchase and Assumption Agreement, to 

indemnify and hold harmless JPMC against: 

claims based on any failure or alleged failure (not in violation of 

law) by [JPMCI to continue to perform any service or activity 

previously performed by IWashinglon Mutual], which EJPMCI is 

not required to perform pursuant to this Agreement or which arise 

under any contract to which (Washington MulualJ was a party 

which JJPMC/ elected not to assume in accordance with this 

Agreement and which neither [JPMC) nor any Subsidiary or 

Affiliate of[JPMC] has assumed subsequent to execution hcreof[.1 

(Emphasis added). The underlying "unassurned lease" claims in issue fall squarely within the 

scope of Section 12.1 (a) (6) and plainly trigger the Receiver’s indemnity obligations under 

Article XII. 

Accordingly, we ask that the Receiver confirm that it will indemnify and hold JPMC harmless 

against the referenced lawsuits and similar litigation that may arise in the future. In addition, we 

hereby submit for payment the fees and costs incurred by JPMC to date in these matters. Copies 

of the invoices from our outside counsel, with billing detail, arc attached. 

Please do not hesitate to call should you have any question. 

Sincerely. 

/ 

/ f.//. -J,: 

Arthur Korzec ! - 

Enclosures 

cc: Stephen Pruss (wI end) 

V/ Robert Schoppe (wI end) 
Page 1 of 3 

JPMO PC, AN C H A.S E & Co. 

Tr.v,s F. Epm 

&g Oedo 

Legsd a.d Cws’c. UVAMMeld 

April 29. 2010 

FCLICTaI Deposit Insurance Corporation 

Receiver of Washington Mutual Bank. llcndcrson. Nevada 

1601 Bryan SI. Suite 1701 

Dallas. Texas 75201 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Notice oIMdit.nnal Claims 

Dear Sirs: 

We rcrcr to the Purchase wW Assumption Agreement Whoic Rank, dated as of 

Scptcntbcr 25. 200* (the ’A*w’mcnr) by irxl aninnr the lcderal I)eposii Insurance Corporation 

in its corporate capacity ( FDIC Corporate") and as receiver (..l:l)IC Receiver" and, together 

with FDIC Corporate, ..I:I)IC..) and )%Moigan Chase Hank. N.A.(together with its subsidiaries 

and afliliatcs. "JPMC) relating to the resohiiinn olWashinijnn Mutual flank. llcndct-son. 

Nevada ("WMI3"). This letter supplements our prior indemnification notices and provides you 

with written notice of additional matters for which JPMC is entitled to indemnification under 

Section 12.1 of the Agreement. 

We understand that the FDIC Receiver has communicated to the Noith Cainhina 

Department of Revenue ("NCDR") and the Washinclon Department of Revenue (’WDR) that 

certain tax liabilities or WMB were tianskrrcd to IPMC taidcr the Mrccmcnt, as were claims 

relating to those tax liabilities. We Further UI vrMrnd that NCDI( Itax cnnuncnccd an action in 

the United States District Cowl (of the District of Columbia atainst the FDIC and Jl’MC. 

rntiticd ;Vrjh Corolinig Depurimem of Rev ernie v. Federal Depoxil Insurance Corp.. claiming it 

right against JPMC to recover certain allc1p.’d tax liabilities. We also understand that thc Oregon 

Department of Revenue (’ODR") is similarly asscriiing that JPMC is liable for ccnain WMTI tax 

liabilities that ODR claims JPMC assumed under the Agreement. 

jPM.., cas. £ Co  210 Pat AmmiL Fbi’ 3, View Vat WY. 117.7C4 

U92 C.ar NYl .07fl 

7I?.flO.S. r, 112704 
Page 2 of 3 

Fcdcr.P Dcpusit Insurance Corporation 

Pagel 

April 2L 2010 

The alleged NCDR, WDR. and ODR liabilities were retained by the FD IC. and 

are not liabilities assumed by JFMC pursuant to Section 2.1 of the Agreement. but are matters lr 

which JPMC is entitled to indemnification pursuant to Section 12.1 nithe Agrccmcm.’ Pursuant 

to Section 2.1 cube Agreement. JPMC only assumes ’at Book Value" those liabilities of WMII 

reflected on the Rooks and Records of the Failed Rank as of Hank Closing’ Bcvausc rame of 

the alleged North Carolina, Washington. or Oregon tax liabilities wits reflected on the hooks and 

records of WMD on the date of its closing, such liabilities were not assumed by JPMC but rc 

instead retained by the FDIC under the Agrecmcnt. The FDIC has already confirmed the 

operation of Section 2.1 of the Agreement in communications with, for example, the slate tax 

authorities in Washington and California, to whom it explained that taxes owed by WMII that 

were not rcliected on WMB’s books and records as of its closing were "nut ussunicd by ii’ 

Morgan Chase flank, NA.’ and that such ’unpaid tax Iiabilil[ics] - constitute "a claim auainsl the 

eceivership." The same holds true with respect to the alleged North Carolina, Washington. and 

Oregon tax liabilities, all of which constitute claims against the WMI3 .vvirsiuip. We will 

in 1mm NCDR. WDR. and ODR of this and ask that they each pursue thcir respective claims 

against the proper party, the PD IC. 

in addition, pursuant in Section 12.2 nrLhc Agreement, .IPMC is advising you that 

ills entitled lobe indemnified fcc and against any such liabilities. We arc also advising you that 

JPMC rimy iiicur costs and cxpcnscs in connection with defending the NCDR, WDR, nnd ODIt’s 

claims (and similar claims that other taxing authortlics might bring) and that JPMC may decide 

to settle such claims, all of which would be subject to indemnification. We understand the FDIC 

Receiver consents to our defending and, if we deem it In be prudcnt, settling such claims. 

?Jothing in this letter is intended to suggest that any tax claims that hae been or 

may be assc,tcd, including those asserted by the tax authorities idiiliciJ herein. have merit or 

that liability for such claims was assumed by JPMC. In addition, the mnaucrs idcmilicd in this 

Although JPMC did not acquire these liabilities, it did acquire substantially all or the 

assets of WMB. whether or not on the books and records, including all tax assets, tax 

refunds, and similar assets. 
Page 3 of 3 

Ecdei.l Deposit Jniurane Coqoahon 

Page 3 

April 2$. 2010 

kncr arc not intended to be exhaustive or to constitute a statement that no other lads have or 

may come to out attention that could result in claims rw which IndCIIlIIIIICJtIIm IS IflUbidLil. iiu,d 

we receive the right to supplcmcnt this notice as additional facts or circumstances may arise. 

iliank you for your kind unention to this Idler. 

Verjpily yours.. 

Travis F. Epes 

cc: Daniel P. Cooney 

Lawrcnce N. Chancn 

(Jl’Morgin Chase Bank. NA.) 

James Wigand 

David Cicirin 

Tom Reeves 

(l:dcal Deposit tnsurancc Corporation) 

Ihomnas R. Califano 

John J. Clarke 

(DI.A Piper LLP) 

Robert A. Sacks 

Slacry K. Friedman 

Sullivan & Cmmwctl 1.1.12) 
Page 1 of 2 

JPMORGAN CHASE, & Co. 

Tnrvk F. Epas 

fibseving Dk.dw 

Uga nd - Wl 

May 6, 2010 

Federal Deposit Insurance Corporation 

Receiver of Washington Mutual Bank, Henderson, Nevada 

1601 Bryan SL Suite 1701 

Dallas. Texas 75201 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Opcmtinns Branch) 

Re: Notice of Additional Claims 

Dcar Sirs: 

We rcfcr to the Purchase and Assumption Agreement Whole Rank, dated as of 

September 25. 2008 (the "Agrccmcnt") by and arriong the Federal Deposit Insurance Corporation 

in its corporate capacity ("FDIC Corporate’) and as receiver ("FDIC Receiver" and, together 

with FDIC Corporate,"FDIC") and JPMorgan Chase Bank, N.A. (together with its subsidiaries 

and affiliates, "WMC") relating to the resolution of Washington Mutual Bank, Henderson, 

Nevada ("WMB"). This letter supplements our prior indemnification notices and provides you 

with written notice of additional matters for which IPMC is entitled to indemnification under 

Section 12.1 of the Agreement. 

The additional manors thai give rise to JPMC’s indemnity rights are the following 

two class actions pending in the United States flistrici Cowl for the Northern District of 

California: (I) Benson v. JPMorgan Chase Bank !v4., Civ. Action No. CV-09-5212 and (2) 

Lowell v. JPMor-gan Chase Honk NA., Civ. Action No. CV.09-5560. 

In both class actions. Plaintiffs allege that, prior to the Agreement, Washington 

Mutual, Inc. had knowledge of. and pruvWcd ausishaux to, fraudulent and unlawful activities of 

a financial institution referred to as Millennium Bank. It appears from the language in the class 

action complaints that Plaintiffs intended to asserl these allegations against Washington Mutual 

Bank, Henderson, Nevada and mistakenly refcnncr Washington Mutual, Inc. (see caption, 

preamble and allegations throughout complaints in which Plaintiffs incorrectly refer to JFMC as 

the successor in interest to Washington Mutual, Inc.) Enclosed for your COflVCfliCflCC are the two 

class action complaints 

JPNoIIas Chne & Co.’ ZTh P.ói AI%*. raM 31. Pw Yt. My. 10017-2D14 

MM caft 11fl40fl 

I.pIiia ZIZ-flO1221- F,$.k 12.270.mSS 
Page 2 of 2 

Federni Deposit Insurance Corporation 

May 6, 2010 

Page 2 

JPMC is advising you that the imposition of any liabilities on JPMC would be 

subject to indcnuiificatiom by the FDIC pursuald to Section 12.1 of the Agreement. Wc are also 

advising you that JPMC may incur costs and expenses in connection with defending these class 

actions (and similar claims that other plaintiffs may bring) and that JPMC may decide to settle 

such claims, all of which would be subject to indemnification. We understand the FDIC 

Receiver consents to our defending and, if we deem it to be prudent, settling such claims. 

As you are aware from previous correspondence notifying you of the FDIC’s 

indemnification obligations in other matters, the mailers identified in this letter are not intcndcd 

to be exhaustive or to constitute a statement that no other facts have or may come to our attention 

that could result in claims for which indemnification is provided, and we reserve the right to 

supplement this notice as additional facts or circumstances may arise. 

Thank you for your kind attention to this letter. 

Travis F. 

(Enclosures) 

tx: Daxiid P. Cocincy 

Lawrence N. Chanen 

(JPMorgan Chase Bank. NA) 

James Wigand 

David Gearin 

Tom Reeves 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

John J. Clarke 

(DLA Piper LLP) 

Robert A. Sacks 

Stacey II Friedman 

(Sullivan & Cmmwcll LLP) 
Page 1 of 2 

SULLIVAN & CROMWELL LU’ 

TErIt I-2I0-712-100 

,*c$INILL I-2I0-7I*-oO ItiS 1fSNiliy £’ 

. J1d soci-ms 

. . p..Æ .1.1  "AmMoNdmen. or_ 

- .- 

., 

 

August 26, 20 10 

Via Federal LW, c 

Federal Deposit Insurance Corporation 

Receiver of Washington Mutual Bank, Henderson, Nevada 

1601 Bryan SL Suite 1701 

Dallas, Texas 75201 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR  Filed Operations Branch) 

Rc: Notice of Additional Claims 

Dear Sirs: 

We refer to the Purchase and Assumption Agrceuent Whole Bask, dated 

as of September 25,2008 (the "Aecnt") by and among the Federal Deposit 

insurance Corporation in its corporate capacity FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, NA. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington MUtUII Bank, Henderson, Nevada (’WMB"). This letter 

supplements our prior indemnification notices and provides you with written notice of an 

additional matter for which JPMC is entitled to indemnification wider Section ILl of the 

Agreement. 

By this letter. JPMC is notifying you that the Iowa Department of 

Revenue, New York City Department of Finance, the Louisiana Department of Revenue, 

the Alabama Deparimad of Revenue and the Delaware Division of Revenue are asserting 

that JPMC is liable for certain WMB tax liabilities as successor in interest to Washington 

Mutual Bank, FA & Subsidiaries. Enclosed are trite and correct copies of the tax 

assessment notices JPMC has received from these entities. 

IPMC is advising you that the imposition of any of these tax liabilities on 

JPMC is subject to indemnification by the FDIC pursuant to Section 12.1 of the 

Agreement. We are also advising you that JPMC may incur costs and expenses in 
Page 2 of 2 

Federal Deposit Insurance Corporation -2- 

connection with defending the as’s’t of these liabilities against JPMC. all of which 

would be subject to indemnification. We understand the FDIC Receiver consents to our 

defending and, if we deem it to be prude!it, settling such claims. 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other matters, the matters identified in this letter 

are not intended to be e’chrnntivc or to COIIS*ItUIC a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the might to supplement this notice as additional facts or 

circumstances may arise.. 

Thank you for your kind attention to this letter. 

Sincerely. 

I?oo(A: k&d Ioi 

Robert A. Sacks 

(Enclosures) 

cc Daniel P. Cooney 

Lawrence N. Chancn 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

. David Gcazin 

"iCitinyn Nostross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

John J. Clarke 

(DLA Piper LLP) 

Stacey 11 Friedman 

(Sullivan & Cromwell LLP) 
Page 1 of 2 

SULLIVAN & CROMWELL LLP 

T1LN0WtI 1310-71 Z-U 

mcanauu 1-510-71 5-500 /SWn&,y OW £t 

r’ £4....i.9oo6717zs 

NUW NU  PS&N US  *JL 

-INLONVOK  

October 8, 2010 

Fcdcnl Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701. 

Dallas, Tcxu 75201. 

Attcntion Regional Counsel (Litigation Branch) & 

Deputy Director (DRX - Filed Operations Branch) 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, datum 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

(’FDIC Receiver" and, together with FDIC Corporal, "FDIC") and JPMorgan Chase 

Bank, NA. (together with its subsidiaries and affiliates, ’JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices and provides you with written notice of 

additional gnatei -s for which JPMC is entitled to indemnification under Section 12.1 of 

the Agreement. 

The additional matter that gives rise to JPMC’s indemnity rights is the 

following action entitled McCroy. at aL, Y. JPiLron. et at, Civ. Action No. S-CV-2691 7, 

filed on September 10, 2010 California Superior Court, County of Placer. In this action, 

plaintiff, allege that, poor to the Agreement, Washington Mutual Bank had knowledge 

of and provided assistance to, the fraudulent and unlawful activities of an investment 

fund operated b) -i’clo,ed for your convenience is a copy of 

the complaint, which was also shared with your counsel so you may consider intervening 

in the proceeding. 

JPMC is advising you that the imposition of any liabilities on JPMC 

would be subject to indemnification by the FDIC pursuant to Section 12.1 of the 

Agreement. We are also advising you that JPMC may incur costs and expenses in 
Page 2 of 2 

Federal Deposit Insurance Coqxnation -2- 

connection with defending this action (and similar claims that other plaintiffs may bring) 

and that JPMC may decide to settle such claims, all of which would be subject to 

indcnmiflcatum. We understand the FDIC Receiver consents to our defending and, if we 

dean it to be prudent, settling such claims. 

As you we aware from previous cuucspondencc notifying you of the 

FDIC’s indemnification obligations in other mattas, the matters identified in this Letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may caine to our attention that could result in claims for which indaintificatiout is 

pmvided. and we reserve the right to sulemeiit this notice as additional facts or 

circumstances may arise. 

Thank you for your kind attention to this letter. 

A. Sacks 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Jason Klein 

(JPMorgin Chase Bank, NA) 

James Wiped 

David Gann 

Kathryn Norcross 

(Federal Deposit insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 1 of 2 

SULLIVAN & CROMWELL LLP 

TLgps4oNc 1310-71 2-..00 

pAcluwiLt 1-310-712-8000 /888 &NAWY 91us Llt 

WW.DUL*XQN.COD Ia41o.irsia .90067-1725 

NrW ,Os. P,.O ALTO  WAa,NI.,yDD. D.C. 

1001.0  - won ., 

January 21, 2011 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washrngton Mutual Bank, Henderson, Nevada, 

1601 Bryan St, Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receive!" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitled to indemnification under Section 12.1 of 

the AecrnenL 

The additional matter that may give rise to JPMC’s indemnity rights are 

potential claims arising from activities at WMB, relating to the commercial mortgage 

portfolio. Specifically, an ongoing review of the portfolio indicates that differences exist 

between the terms of the note and servicing information in W!vlB’s loan system that was 

used to calculate (and schedule) various payments and reports. While our inquiry into 

this matter is preliminary, JPMC is advising you that claims may be brought that would 

result in losses for which JPMC would be indemnified by the FDIC pursuant to Section 

12.1 of the Agreement. We are also advising you that JPMC may incur costs and 

expenses in connection with investigating and defending these claims and that JPMC may 

decide to settle such claims, all of which would be subject to indemnification. We 

understand the FDIC Receiver consents to our defending and, if we deem it to be prudent, 

settling such claims. 
Page 2 of 2 

-2- 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other matters, the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

Thank you for your kind attention to this letter. 

Sincerely, 

cc: Daniel P. Cooney 

Lawrence N. Chancn 

Jason Klein 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
SULLIVAN & CROMWELL LU’ 

TELEPHONE: 1-3I0’7I26600 

FACSIMILE: 1-310-712-8800 

WWW.SULLCROM.COM 

an &IN&PY 4144 £t 

27ehL. &#~ 4.90067-1725 

NEW YORK  PALO ALTO  WASHINGTON, D.C. 

FRANKFURT -LONDON -FARIG 

BEIJING  I4D KONG -TOKYO 

MELBOURNE  SYDNEY 

February 16, 2011 

Via Federal Express 

Page 1 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitled to indemnification under Section 12.1 of 

the Agreement. 

The additional matter that gives rise to JPMC’s indemnity rights is a 

notice from the California State Controller to Washington Mutual Bank dated January 21, 

2011, for $8,213.08 in interest assessed on properties not reported on Washington Mutual 

Bank’s Notice Report within the time prescribed by the law. Enclosed for your 

convenience is a copy of the notice. 

While we believe that this should be the FDIC Receiver’s liability in the 

first instance, it has been sent to JPMC. JPMC is therefore advising you that the 

imposition of any liabilities on JPMC would be subject to indemnification by the FDIC 

pursuant to Section 12.1 of the Agreement. We are also advising you that JPMC may 

incur costs and expenses in connection with defending the assessment of these liabilities 

against JPMC, all of which would be subject to indemnification. We understand the 
Page 2 

Federal Deposit Insurance Corporation -2- 

FDIC Receiver consents to our defending and, if we deem it to be prudent, settling such 

claims. 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other matters, the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

Thank you for your kind attention to this letter. 

Sincerely, 

(b)(6) 

Robert A. Sacks 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Jason Klein 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 3 

SULLIVAN & CROMWELL LLP 

TELEPHONE: 1-310-712-6600 

FACSIMILE: 1-310712-8800 1888 (gait 

WWW.5ULLCROM.COM 

tSteho, 90067-175 

NEW YORE  PALO ALTO  WASHINGTON D.C. 

FRANKFURT  LONDON  PARIS 

SKUING  140MG KONG  TOKYO 

MELBOURNE  SYDNEY 

September 30, 2011 

Via Federal Express 

Richard J. Osterman Jr., 

Federal Deposit Insurance Corporation, 

550 17th StreetN.W., 

Washington, D.C. 20429. 

Re: Outstanding Connecticut Tax Liability 

Dear Rick: 

I write in connection with a dispute that exists between JPMorgan Chase 

Bank, N.A. ("JPMC") and the FDIC with respect to a tax liability owed by Washington 

Mutual Bank ("WMB") to the State of Connecticut, as reflected in part in the enclosed 

letter from Robert Schoppe to Brian Bessey of JPMC. 

In 2009, long after the September 25, 2008 purchase and assumption 

transaction between the FDIC and JPMC, the State of Connecticut issued tax audit 

deficiencies of $26 million against WMB relating to tax years before WMB failed. 

Connecticut has agreed to fully settle all of WMB’s tax liabilities through 2008 in 

exchange for a payment of $2.65 million. When Tom McEvoy of JPMC’s tax group 

relayed this settlement offer to Jim Thormahien of the FDIC, Mr. Schoppe responded, 

"Pursuant to Section 2.1 of the P&A, subject to limited and inapplicable exceptions, 

JPMC expressly assumed all liabilities that were reflected on WMB’s books and records 

when WMB was closed by the Office of Thrift Supervision on September 25, 2008. The 

FDIC-Receiver believes that the tax obligations due the State of Connecticut were 

reflected on JPMC’s [sic] books and records when it was closed. As a result, JPMC 

assumed such liability." 

Mr. Schoppe is mistaken. When WMB failed, its general ledger reflected 

an anticipated refund of Connecticut taxes as an account receivable of $6.2 million. As 

far as JPMC is aware, there was no tax liability to Connecticut reflected anywhere on 

WMB ’ s books and records. If you still maintain that Connecticut’s audit deficiencies

which did not exist until months after WMB failedwere reflected on WMB’s books 

and records when WMB failed, please identify with specificity what book or record you 
Page 4 

Federal Deposit Insurance Corporation -2- 

are referring to, and at what value the audit deficiencies were listed in that book or 

record. 

JPMC unequivocally believes that any tax liability WMB may have had to 

Connecticut for the pre-failure period is a liability, if at all, of the FDIC. Unless the 

FDIC is able identify a specific book or record, any other interpretation would render 

meaningless the provision in the P&A Agreement limiting the liabilities that JPMC 

assumed to those on the books and records at book value and would make JPMC the 

guarantor of all liabilities incurred by WMB pre-receivership in the ordinary course of 

business. That was obviously not the deal, and if it were the P&A Agreement would 

have been worded very differently. Notwithstanding the P&A disputes that exist between 

the FDIC and JPMC on other matters, we strongly urge that continuing to dispute the 

Receivership’s responsibility for any tax liability to Connecticut is without basis and 

contrary to the parties’ mutual interest in minimizing WMB’s pre-receivership liabilities. 

As Mr. Schoppe acknowledges in his letter, Connecticut did not file a 

claim against the FDIC. Accordingly, if, as is proper, the FDIC acknowledges that any 

purported liability arising from Connecticut’s audit deficiencies remained with the 

Receiver, then the FDIC should be in a position to disallow this liability for failure to 

timely file a proof of claim under 12 U.S.C. § 1821. Alternatively, Connecticut has 

offered to settle its claimed $26 million liability for $2.65 million. JPMC believes that 

$2.65 million is a reasonable resolution of the claim and were this JPMC’s liability, 

JPMC would accept that offer. Therefore, if the FDIC-Receiver does not want to take the 

position with Connecticut that its claim is barred because no proof of claim was timely 

filed with the Receivership, JPMC would be prepared to settle with Connecticut for $2.65 

million upon the Receiver’s agreement to indemnify JPMC for that payment. On the 

other hand, if the FDIC does not accept that it retained this liability, JPMC will seek 

indemnification for its legal expenses and any amount paid to Connecticut, which would 

put the Receivership at risk of losing $26 million or more, plus the ongoing costs of 

defending against this claim. 

Connecticut is becoming impatient with the lack of a resolution and could 

issue a final assessment at any time, which would complicate the possibility of 

settlement. We have asked Connecticut to give us 30 days to try to resolve this with the 

Receiver. Please let me know as soon as possible how you would like to proceed. I am 

available to discuss this issue further. 

Sincerely, 

(b)(6) 

Robert A. Sacks 

(Enclosure) 
Page 5 

Federal Deposit Insurance Corporation -3- 

cc: Lawrence N. Chanen 

Jason C. Klein 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 
Page 6 

SULLIVAN & CROMWELL LLP 

TELEPHONE: 1-310-712-6600 

FACSIMILE: 1-310-712-8800 ?888&ntEs,ØePav 

c,& i’a4tna900674725 

NEW YORK  PALO ALTO  WASHINGTON, D.C. 

FRANKFURT  LONDON -FARIG 

DEIJINC  HONG IWNG TOKYO 

MELOUDNE  SYDNEY 

February 16, 2011 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitled to indemnification under Section 12.1 of 

the Agreement. 

The additional matter that gives rise to JPMC’s indemnity rights is a 

notice from the California State Controller to Washington Mutual Bank dated January 21, 

2011, for $8,213.08 in interest assessed on properties not reported on Washington Mutual 

Bank’s Notice Report within the time prescribed by the law. Enclosed for your 

convenience is a copy of the notice. 

While we believe that this should be the FDIC Receiver’s liability in the 

first instance, it has been sent to JPMC. JPMC is therefore advising you that the 

imposition of any liabilities on JPMC would be subject to indemnification by the FDIC 

pursuant to Section 12.1 of the Agreement. We are also advising you that JPMC may 

incur costs and expenses in connection with defending the assessment of these liabilities 

against JPMC, all of which would be subject to indemnification. We understand the 
Page 7 

Federal Deposit Insurance Corporation 

FDIC Receiver consents to our defending and, if we deem it to be prudent, settling such 

claims. 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other matters, the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

Thank you for your kind attention to this letter. 

Sincerely, 

(b)(6) 

Robert A. Sacks 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Jason Klein 

(JPMorgan Chase Bank, NA.) 

James Wigand 

David Gearin 

-- Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 8 

SULLIVAN & CROMWELL LLP 

TELEPHONE: 1-310-7126600 

FACSIMIII: 1-310-712-6800 1888 tn4ły 9a04 &Ut 

WWW.IULLCOM.COM 

c, ,sfjet. ia4i4a 90067-1725 

NCW vo.ii  PALO ALTO  WASHINGTON. D.C. 

FRANKFURT  LONDON -PARIS 

UCIJING . HONG HONG  TOKYO 

MEIOURNE  SYONCY 

March 14, 2011 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitled to indemnification under Section 12.1 of 

the Agreement. 

The additional matter that gives rise to JPMC’s indemnity rights is the 

action entitled, Allstate Bank et al., v. iF Morgan Chase Bank, N.A. et al., Index No. 

650398/2011, filed on February 16, 2011 in the Supreme Court of the State of New York, 

in the County of New York. In this action, plaintiffs allege that, prior to the Agreement, 

WMB misrepresented the riskiness and credit quality of certain mortgage-backed 

securities WMB sold to plaintiffs. As the complaint explains, JPMC Bank is being sued 

"solely as the successor in interest to Washington Mutual Bank, and no claims are 

brought against JPMC Bank in its own right." (Compl. 116.) Plaintiffs base their claim 

of successor liability on the Agreement. (Id. ¶ 23.) We previously advised you of this 

lawsuit in connection with our request that the FDIC intervene in this action so that it 

could answer directly for WMB’s liabilities, as it did in the prior-filed Boilermakers and 
Page 9 

Federal Deposit Insurance Corporation -2- 

New Orleans Employees ’Retirement System matters. Nonetheless, enclosed for your 

convenience is another copy of the complaint. 

JPMC is advising you that the liability JPMC incurs in settling this claim, 

as well as the costs it incurs in defending against the claim, are subject to indemnification 

by the FDIC pursuant to Section 12.1 of the Agreement. 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other matters, the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

Thank you for your kind attention to this letter. 

(Enclosure) 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Jason C. Klein 

Annette C. Rizzi 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

" Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 10 

SULLIVAN & CROMWELL LLP 

TELEPHONE: 1-310-712-6600 

FACSIMILE: 1-310-712-8800 

WWW.IULLCRONCOM 

1888 &ft&0Y A4 £dt 

0Z S.4e 90067-1725 

NEW TORN  PALO ALTO  WASHINGTON, D.C. 

FRANKFURT. LONDON -PARIS 

EUING  HS Nom  TOKYO 

MELOURNE . RYDNEY 

March 22, 2011 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitled to indemnification under Section 12.1 of 

the Agreement. 

The additional matters that gives rise to JPMC’s indemnity rights relate to 

the actions and inactions of WaMu Capital Corp., WaMu Asset Acceptance Corp and 

Washington Mutual Mortgage Securities Corp. Inquiries have recently been made 

suggesting that parties may seek to hold JPMC liable for the actions and inactions of 

these entities prior to WMB’s failure, including for the repurchase of loans WMB sold to 

these entities and in connection with the action entitled In re Washington Mutual 

Mortgage Backed Securities Litigation, Index No. 09-0037, pending in the Western 

District of Washington. (We previously advised you of this lawsuit in connection the 

FDIC’s intervention in one of the consolidated actions.) 
Page 11 

Federal Deposit Insurance Corporation -2- 

JPMC is advising you that the liability JPMC incurs in settling this claim, 

as well as the costs it incurs in defending against the claim, are subject to indemnification 

by the FDIC pursuant to Section 12.1 of the Agreement. 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other matters, the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

Thank you for your kind attention to this letter. 

_.-incerely, (__\ 

(b)(6) 

(Enclosure) 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Jason C. Klein 

Annette C. Rizzi 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 12 

SULLIVAN & CROMWELL LLP 

TELEPHONE: 1-310-712-8600 

1888 6ntay &zdt FACSIMILE: I-310-7128800 

WWW.IULLCROM.COM 

c,ic Wftye1e&, 4xua ,9006’7-1725 

NEW TORN  PALO ALTO  WASHINGTON. D.C. 

FRANKFURT’ LONDON. PARIS 

BEIJING  HONG KONG TOKYO 

MELBOURNE  BYDNRT 

June 9, 2011 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitled to indemnification under Section 12.1 of 

the Agreement. 

The additional matter that gives rise to JPMC’s indemnity rights is the 

action entitled, Massachusetts Mutual Life Insurance Co. v. JP Morgan Chase Bank, N.A. 

et al., Case No. 3:11-cv-30094, filed on April 8, 2011 in the United States District Court 

for the District of Massachusetts. In this action, plaintiffs allege that, prior to the 

Agreement, WMB (collectively with certain WMB subsidiaries now owned by JPMC, 

the "WaMu Defendants") structured certain residential mortgage-backed securities that 

were then sold "pursuant to public filings and offering materials that contained untrue 

statements and omissions of material facts, in violation of the Massachusetts Uniform 

Securities Act, Mass. Gen. Laws ch. 1IOA, § 410." (Compl. ¶ 1.) As the complaint 

explains, JPMC Bank is being sued "as the successor-in-interest to Washington Mutual 

Bank" for the five secuntizations allegedly structured by the WaMu Defendants. (Id. IN 
Page 13 

Federal Deposit Insurance Corporation -2- 

19, 41-44.) Plaintiffs base their claim of successor liability on the Agreement. (Id. ¶ 41.) 

Enclosed for your convenience is a copy of the complaint. 

JPMC is advising you that the liability JPMC incurs in settling this claim, 

as well as the costs it incurs in defending against the claim, are subject to indemnification 

by the FDIC pursuant to Section 12.1 of the Agreement. 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other matters, the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

Thank you for your kind attention to this letter. 

iT1(orh, 

(b)(6) 

iwowrt Ii. acs 

(Enclosure) 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Jason C. Klein 

Annette C. Rizzi 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 14 

SULLIVAN & CROMWELL LLP 

TELEPHONE: 1-212-558-4000 

FACSIMILE: I-2125583588 

WWW.8ULLCROM.COM 

125 ?&cozI cf/ixeet 

W, Aq/10004-2498 

LOS ANGELES  PALO ALTO WASHINGTON, D.C. 

FRANKFURT  LONDON  PARIS 

BEIJING HONG KONG  TOKYO 

MELBOURNE  SYDNEY 

July 18, 2011 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitled to indemnification under Section 12.1 of 

the Agreement. 

The additional matter that gives rise to JPMC’s indemnity rights is the 

action entitled, The Western & Southern Life Insurance Company et al. v. JPMorgan 

Chase Bank, N.A. et al., Case No. Al 104817, filed on June 22, 2011 in the Court of 

Common Pleas, Hamilton County, Ohio. In this action, plaintiffs allege that, prior to the 

Agreement, WMB made misrepresentations concerning the underwriting standards 

applied to certain mortgage-backed securities that WMB sold to plaintiffs and the transfer 

of title to those mortgage-backed securities to the securitization trusts. The complaint 

explains that JPMorgan Chase Bank, N.A. is being sued, in part, "as the successor-ininterest to Washington Mutual Bank." (Compi. ¶j 23, 28.) Plaintiffs base their claim of 

successor liability on the Agreement. (Id. 128.) Enclosed for your convenience is a 

copy of the complaint. 
Page 15 

Federal Deposit Insurance Corporation -2- 

JPMC is advising you that the liability JPMC incurs in settling this claim, 

as well as the costs it incurs in defending against the claim, are subject to indemnification 

by the FDIC pursuant to Section 12.1 of the Agreement. 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other matters, the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

Thank you for your kind attention to this letter. 

Sincerely. 

(b)(6) 

Robert A. Sacks 

(Enclosure) 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Jason C. Klein 

Annette C. Rizzi 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

w Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 16 

SULLIVAN & CROMWELL LLP 

TELEPHONE: 1-310- 712-6600 

1888 a4 aot FACSIMILE: 1-310-712-8800 

WWW.SULLCROM.COM 

c,L tSheh, lz4ncz 9006’7-1725 

NEW YORK  PALO ALTO  WASHINGTON D.C. 

FRANKFURT  LONDON  PARIS 

MELBOURNE  SYDNEY 

December 19, 2011 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated as of 

September 25, 2008 (the "Agreement") by and among the Federal Deposit Insurance 

Corporation in its corporate capacity ("FDIC Corporate") and as receiver ("FDIC Receiver" 

and, together with FDIC Corporate, "FDIC") and JPMorgan Chase Bank, N.A. (together with 

its subsidiaries and affiliates, "JPMC") relating to the resolution of Washington Mutual Bank, 

Henderson, Nevada ("WMB"). This letter supplements our prior indemnification notices and 

provides you with written notice of additional matters for which JPMC is entitled to 

indemnification under Section 12.1 of the Agreement. 

The additional matter that gives rise to JPMC’s indemnity rights is the action 

entitled, Izzo v. JPMorgan Chase & Co., No. 1:11 -cv-06009-PGG (S.D.N.Y.). A copy of the 

complaint in the Izzo suit is enclosed. In this action, plaintiff alleges that, on September 9, 

2008, she slipped and fell at a Washington Mutual branch, located at 2650 Sunrise Highway, 

East Islip, New York. (Compi. f 13 & 19.) Plaintiff filed suit on July 18, 2011 against JP 

Morgan Chase & Co. 

On October 24, 2011, the plaintiff filed a proof of claim with the FDIC. On 

November 15, 2011, the FDIC responded, disallowing plaintiff’s claim as untimely filed. 

Copies of plaintiff’s proof of claim and the FDIC’s response are also enclosed. 

JPMC is advising you that any liability JPMC incurs in connection with this 

claim, including settling this claim, as well as the costs it incurs in defending against the 

claim, are subject to indemnification by the FDIC pursuant to Section 12.1 of the Agreement. 
Page 17 

Federal Deposit Insurance Corporation -2- 

While we take no position on whether plaintiff’s proof of claim was untimely, 

the type of claim at issuei.e., a personal-injury claim arising two weeks pre-receivership----

is clearly one retained by the FDIC under the Agreement. Accordingly, JPMC requests that 

the FDIC promptly inform the plaintiff that it acknowledges that this was not a claim assumed 

by JPMC, and take responsibility for defending or resolving this dispute with plaintiff. 

As you are aware from previous correspondence notifying you of the FDIC’s 

indemnification obligations in other matters, the matters identified in this letter are not 

intended to be exhaustive or to constitute a statement that no other facts have or may come to 

our attention that could result in claims for which indemnification is provided, and we reserve 

the right to supplement this notice as additional facts or circumstances may arise. In 

particular, there may be other "slip and fall" type actions, or other small claims, that have 

been brought against JPMC based upon events at WMB branches prior to September 25, 2008 

for which the FDIC is obligated to indemnify JPMC under the terms of the Agreement that, 

based upon the modest size of such matters, have not been brought to our attention for 

purposes of providing notice. 

Thank you for your kind attention to this letter. 

Sincerely, 

(b)(6) 

Robert A. Sacks 

(Enclosure) 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Jason C. Klein 

Annette C. Rizzi 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 18 

SULLIVAN & CROMWELL LLP 

TELEPHONE: I-3107126600 

FACSIMILE: 1-310-712-8800 2,888 zot 

WWW.SULLCROM.COM 

duz .9006’7-2’725 

NEW YORKPALO ALTO  WASHINGTON, D.C. 

FRANKFURT  LONDON -PARIS 

SEIJING HONG KONG  TOKYO 

MELBOURNE  SYDNEY 

October 18, 2011 

Via Email and Federal Express 

Richard J. Osterman Jr., 

Federal Deposit Insurance Corporation, 

550 17th StreetN.W., 

Washington, D.C. 20429. 

Re: Outstanding Connecticut Tax Liability 

Dear Rick; 

On September 30 and October 10, I wrote you regarding a tax liability 

owed by Washington Mutual Bank ("WMB") to the State of Connecticut and proposed 

two alternatives to address it given that there was no tax liability to Connecticut on 

WMB’s books and records as of September 25, 2008. To enable this matter to be 

resolved short of litigation, JPMC obtained a 30-day extension from Connecticut to 

accept the State’s settlement proposal, which will expire on November 2. Because time 

is running out, I ask that you respond to my letters or call me as soon as possible. 

For your convenience, I am enclosing copies of my previous letters. 

Sincerely, 

(b)(6) 

Robert A. Sacks 

(Enclosures) 

cc: Lawrence N. Chanen 

Jason C. Klein 

(JPMorgan Chase Bank, N.A.) 
Page 19 

SULLIVAN & CROMWELL LLP 

TELEPHONE; 1310712-6600 

FACSIMILE: 1-310-712-8800 1888 em&xy aot 

WWW.SULLCROM.COM 

LStp4, 

NEW YORK  PALO ALTO  WASHINGTON. D.C. 

FRANKFURT  LONDON  PARIS 

BEIJING  HONG KONG  TOKYO 

MELURNK  SYDNEY 

October 26, 2011 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, TX 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

(Outstanding Connecticut Tax Liability) 

Dear Sirs: 

I am in receipt of Mr. Robert C. Schoppe’s letter, dated October 26, 2011. 

In my letter, dated September 30, 2011, JPMorgan Chase Bank, N.A. ("JPMC") 

requested that the Federal Deposit Insurance Corporation ("FDIC") identify with 

specificity where the tax liability to Connecticut was reflected on the books and records 

of Washington Mutual Bank, Henderson, Nevada ("WMB") because, as we explained to 

the FDIC, to the best of JPMC’s knowledge, when WMB failed, its books reflected an 

anticipated refund of Connecticut taxes as an account receivable in the amount of 

$6.2 millioni.e., an asset, not a liability. Your response ignores that request, which was 

intended to enable JPMC to reevaluate its position if it is mistaken. Putting aside whether 

the covenant of good faith obligates the FDIC to respond to our request, if the FDIC will 

not identify where this liability may be found on WMB ’s books and records at the time of 

its failure, we are left with no choice but to assume that the FDIC has no basis for its 

continuing refusal to acknowledge this liability. 

We would appreciate a response that provides the requested information. 

Sincerely, 

(b)(6) 

Robert A. Sacks 
Page 20 

Federal Deposit Insurance Corporation -2- 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Jason C. Klein 

Annette C. Rizzi 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 21 

SULLIVAN & CROMWELL LLP 

TELEPHONE: 1-310-712-6600 

FACSIMILE: I-310.7128800 

WWW.SULLCROM.COM 

1888 &wkwy ApVc £4t 

tS4eleo, 90067-1725 

NEW YORK  PALO ALTO  WASHINGTON. D.C. 

FRANKFURT -LONDON .PARIS 

BEIJING  KONG KONG -TOKYO 

MELBOURNE  SYDNEY 

November 7, 2011 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitled to indemnification under Section 12.1 of 

the Agreement. 

By this letter, JPMC is notifying you that the New York City Department 

of Finance ("New York City") is asserting that JPMC is liable for certain WMB tax 

liabilities as successor in interest to WMB. Enclosed is a true and correct copy of the tax 

assessment notice JPMC has received from New York City. The assessment from New 

York City is in addition to the assessment of which I notified you on August 26, 2010. 

When WMB failed, there was no tax liability to New York City reflected on its books 

and records. If you maintain otherwise, please identify with specificity what book or 

record you are referring to, and at what value New York City’s assessment was listed in 

that book or record. 

JPMC is advising you that the imposition of this tax liability on JPMC is 

subject to indemnification by the FDIC pursuant to Section 12.1 of the Agreement. 
Page 22 

Federal Deposit Insurance Corporation -2- 

We are also advising you that JPMC may incur costs and expenses in connection with 

defending the assessment of these liabilities against JPMC, all of which would be 

subject to indemnification. We understand the FDIC Receiver consents to our 

defending and, if we deem it to be prudent, settling such claims. 

New York City has indicated that it expects a final resolution of these 

matters by the end of the year, so please let me know how you would like to proceed as 

soon as possible. 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other matters, the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

Thank you for your kind attention to this letter. 

Sincerely, 

(b)(6) 

Rbert A. Sacks 

(Enclosure) 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Jason C. Klein 

Annette C. Rizzi 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 23 

SULLIVAN & CROMWELL LLP 

TELEPHONE: t-310-7126600 

FACSIMILE: 1-310-712-8800 

WWW,SULLCROM CON 

, 1c?h,h, &4&m a.90067-i725 

NEW YORK  PALO ALTO  WASHINGTON. D.C. 

FRANKFURT  LONDON  PARIS 

BEIJING  HONG KONG  TOKYO 

MELBOURNE  SYDNEY 

December 7, 2011 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, TX 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitled to indemnification under Section 12.1 of 

the Agreement. 

The additional matter that gives rise to JPMC’s indemnity rights is the 

action entitled, United States ex rel. Bibby v. Wells Fargo Bank, N. A., Case No. 1 :06-cv00547, originally filed on March 8, 2006 in the U.S. District Court for the Northern 

District of Georgia. (The case was only recently unsealed, on October 3, 2011, and 

Relators/Plaintiffs only recently attempted service on JPMC, on October 10, 2011.) In 

the action, Relators/Plaintiffs allege that, prior to the Agreement, V/MB applied for and 

obtained loan guarantees from the Department of Veterans Affairs ("VA") based on false 

certifications of compliance with the VA’s lending requirements. (Compl. ¶T 1-5, 101.) 

As the complaint explains, JPMC is being sued as alleged acquirer of and "successor by 

merger" with WMB. (Compi. 11 9 n. 1, 13.) Enclosed for your convenience is a copy 

of the complaint. 
Page 24 

Federal Deposit Insurance Corporation -2- 

JPMC is advising you that the liability it incurs in connection with this 

claim, including the costs it incurs in defending against the claim as well as the amount 

of any settlement or adverse judgment, are subject to indemnification by the FDIC 

pursuant to Section 12.1 of the Agreement. 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other matters, the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

Thank you for your kind attention to this letter. 

(Enclosure) 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Jason C. Klein 

Annette C. Rizzi 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 25 

SULLIVAN & CROMWELL LLP 

T!HONE 11O-712660Q 

C$MI1E 1-310-712-13800 I&S8 

WWW ULLCROM CO ,Z 4ek OO67-175 

+W YORK  PALO AM I WA541 TCN. 0,C, 

 E,ONPO’, ’JpAmrs 

EIVULNGI  TC4 

 

December 13,2011 

Federal J.xpre 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, TX 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25. 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, FDIC’) and JPMorgan Chase 

Bank. N.A. (together With its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB") This letter 

supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitled to Indemnification under Section 12.1 of 

the Agreement. 

The additional matter that gives rise to JPMC’s indemnity rights relates to 

repurchase. requests from the Federal Home Loan Bank of Seattle ("FHLB Seattle"). 

JPvIC has recently learned that FHLB Seattle intends to offset funds in lender risk 

accounts due to disputed repurchase requests that are properly the FDIC’s obligation. 

The loans at issue were all sold to F’HLB Seattle by WMB prior to the Agreement, but 

FHLB Seattle’s repurchase requests were first issued after the Agreement. Therefore any 

repurchase obligation for the loans in question was retained by the FDIC, not 

transferred to JPMC, pursuant to Section 2. 1 of the Agreement. Further, as specified 

in Article I of the P&A Agreement, "Book Value" is the value of an asset or liability 

stated on WMBs "Accounting Records," which, in turn, are WMB’s general ledger 

and subsidiary ledgers and supporting schedules. We are aware of no evidence that a 

repurchase obligation for the loans in question was recorded on WMB’s Books and 
Page 26 

Federal Deposit Insurance Corporation 

Records at a particular book value as of September .5, 2008. Enclosed for your 

convenience is a list of the loans for which FF-1LB Seattle is requesting repurchase and 

I:1eaLniflZ set-O!. 

JPMC is advising you that any liability it incurs in connection with these 

claims, including the costs it incurs in defending against the claims as well as the 

amount of any settlement or adverse judgment is subject to indemnification by the 

FDIC pursuant to Section 12. 1 of the Agreement. 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other matters, the matters identified in this letter 

are not intended to he exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could rcsult in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional faits or 

circumstances may, arise 

Think you for your kind attention to this letter. 

Sincen1y 

(b)(6) 

/ 0 

(Enclosure) 

CC. Daniel P Uooncy 

Lawrence N. Chanen 

Jason C. Klein 

Annette C Rizzi 

(JPMoran Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(FederalDeposit Insurance Corporation) 

Thomas R Caiifano 

(DLA Piper LLP) 
Page 27 

SULLIVAN & CROMWELL LLP 

TELEPHONE: 1-310’712-6600 

1888 en4łey Lt FACSIMILE: 1-310-712-8800 

WWW.SULLCROM.COM 

S4e4o., (z4s,uz .90067-1725 

NEW YORK  PALO ALTO  WASHINGTON, D.C. 

FRANKFURT  LONDON  PARIS 

MELBOURNE-SYDNEY 

December 19, 2011 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated as of 

September 25, 2008 (the "Agreement") by and among the Federal Deposit Insurance 

Corporation in its corporate capacity ("FDIC Corporate") and as receiver ("FDIC Receiver" 

and, together with FDIC Corporate, "FDIC") and JPMorgan Chase Bank, N.A. (together with 

its subsidiaries and affiliates, "JIPMC") relating to the resolution of Washington Mutual Bank, 

Henderson, Nevada ("WMB"). This letter supplements our prior indemnification notices and 

provides you with written notice of additional matters for which JPMC is entitled to 

indemnification under Section 12.1 of the Agreement. 

The additional matter that gives rise to JPMC’s indemnity rights is the action 

entitled, Izzo v. JPMorgan Chase & Co., No. 1: 11 -cv-06009-PGG (S.D.N.Y.). A copy of the 

complaint in the Izzo suit is enclosed. In this action, plaintiff alleges that, on September 9, 

2008, she slipped and fell at a Washington Mutual branch, located at 2650 Sunrise Highway, 

East Islip, New York. (Compi. ¶J 13 & 19.) Plaintiff filed suit on July 18, 2011 against JP 

Morgan Chase & Co. 

On October 24, 2011, the plaintiff filed a proof of claim with the FDIC. On 

November 15, 2011, the FDIC responded, disallowing plaintiff’s claim as untimely filed. 

Copies of plaintiff’s proof of claim and the FDIC’s response are also enclosed. 

JPMC is advising you that any liability JPMC incurs in connection with this 

claim, including settling this claim, as well as the costs it incurs in defending against the 

claim, are subject to indemnification by the FDIC pursuant to Section 12.1 of the Agreement. 
Page 28 

Federal Deposit Insurance Corporation -2- 

While we take no position on whether plaintiff’s proof of claim was untimely, 

the type of claim at issuei.e., a personal-injury claim arising two weeks pre-receivership--

is clearly one retained by the FDIC under the Agreement. Accordingly, JPMC requests that 

the FDIC promptly inform the plaintiff that it acknowledges that this was not a claim assumed 

by JPMC, and take responsibility for defending or resolving this dispute with plaintiff. 

As you are aware from previous correspondence notifying you of the FDIC’s 

indemnification obligations in other matters, the matters identified in this letter are not 

intended to be exhaustive or to constitute a statement that no other facts have or may come to 

our attention that could result in claims for which indemnification is provided, and we reserve 

the right to supplement this notice as additional facts or circumstances may arise. In 

particular, there may be other "slip and fall" type actions, or other small claims, that have 

been brought against JPMC based upon events at WMB branches prior to September 25, 2008 

for which the FDIC is obligated to indemnify JPMC under the terms of the Agreement that, 

based upon the modest size of such matters, have not been brought to our attention for 

purposes of providing notice. 

Thank you for your kind attention to this letter. 

Sincerely, 

(b)(6) 

1’.UUII i. 

(Enclosure) 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Jason C. Klein 

Annette C. Rizzi 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 29 

SULLIVAN & CROMWELL LLP 

TELEPHONE: 1-310-712-6600 

FACSIMILE: 1-310-712-8800 1888 - ułcy Yav &tt 

WWW.SULLCROM.COM 

.90067-1725 

NEW YORK  PALO ALTO  WASHINOTOR O.C. 

FRANKFURT  LONDON  PARIS 

December 27, 2011 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, TX 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitled to indemnification under Section 12.1 of 

the Agreement. 

There are two additional class action lawsuits that give rise to JPMC’s 

indemnity rights: (I) Timothy R. Peel, et al., v. Brooksamerica Mortgage Corporation, 

etal., No. 30-2010-00348134, located in Superior Court of California in Orange County 

("Peel"); and (2) Eneida Amparan, et. al. v. Plaza Home Mortgage, Inc., et al., 

No. 5:07-cv-04498, located in the United States District Court for the Northern District of 

California, San Jose Division ("Amparan"). Peel and Amparan both allege that 

defendants failed to "clearly, unambiguously and conspicuously disclose" to plaintiffs 

(and the defined class) certain required disclosure statements in the loan documents for 

defendants’ Option Adjustable Rate Mortgage. (Peel Compi. ¶ 1, Amparan Compi. ¶ 1.) 

Both lawsuits name Washington Mutual Mortgage Securities Corporation ("WMMSC") 

and WaMu Asset Acceptance Corp. ("WAAC") based on their participation in these 
Page 30 

Federal Deposit Insurance Corporation -2- 

loans or to th 11%,LVQAqwU 1U1 

your convenience is a copy of the complaints. 

JPMC is advising you that the liability it incurs in connection with this 

claim, including the costs it incurs in defending against the claim as well as the amount 

of any settlement or adverse judgment, are subject to indemnification by the FDIC 

pursuant to Section 12.1 of the Agreement. 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other matters, the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. Additionally, we reserve the right to add further notices if 

apparently insignificant matters become more significant such as individual 

employment or tort cases. 

Thank you for your kind attention to this letter. 

Sincerely, 

(b)(6) 

£\.UL7ILPt. 4c1c.s 

(Enclosures) 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Jason C. Klein 

Annette C. Rizzi 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 31 

SULLIVAN & CROMWELL LLP 

TELEPHONE: 1-310-712-6600 

. 1888 6et47 1Yai’c4 Øz4t FACSIMILE: 1-310-712-8800 

WWW.SULLCROM.COM 

, 90067- -1726- 

NEW YORK  PALO ALTO  WASHINGTON, D.C. 

FRANKFURT  LONDON -PARIS 

BEIJING  HONG KONG  TOKYO 

MELBOURNE-SYDNEY 

January 6, 2012 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, TX 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated as of 

September 25, 2008 (the "Agreement") by and among the Federal Deposit Insurance 

Corporation in its corporate capacity ("FDIC Corporate") and as receiver ("FDIC Receiver" 

and, together with FDIC Corporate, "FDIC") and JPMorgan Chase Bank, N.A. (together with 

its subsidiaries and affiliates, "JPMC") relating to the resolution of Washington Mutual Bank, 

Henderson, Nevada ("WMB"). This letter supplements our prior indemnification notices and 

provides you with written notice of additional matters for which JPMC is entitled to 

indemnification under Section 12.1 of the Agreement. 

JPMC’s counsel recently was provided a copy of a letter from Deutsche Bank 

Securities Inc., DB Structured Products Inc., and their affiliates (collectively, "Deutsche Bank") 

to Long Beach Mortgage Company ("LBMC") seeking indemnification from LBMC with 

regard to an action titled Cambridge Place Investment Management Inc. v. Morgan Stanley & 

Co., Inc., et al., No. 10-2741, in the Superior Court of Massachusetts. A copy of Deutsche 

Bank’s letter is enclosed for your convenience. Deutsche Bank is the issuer of certain 

mortgage-backed securities and seeks indemnity from LBMC, alleged to be originator of 

certain mortgage loans backing these securities, for "any and all losses, claims, damages, 

expenses (as incurred), and liabilities associated with the Action, including the costs and 

expenses of defense counsel." Deutsche Bank’s indemnity demand is apparently based on 

certain provisions of a Mortgage Loan Purchase And Sale Agreement that was entered into by 

LBMC prior to September 25, 2008, but to our knowledge Deutsche Bank’s indemnification 

demand was first asserted more than three years after that date. Because LBMC merged into 
Page 32 

Federal Deposit Insurance Corporation -2- 

WMB prior to WMB’s receivership, the liability Deutsche Bank asserts in its letter is properly 

the obligation of the FDIC. 

JPMC is advising you that any liability JPMC incurs in connection with this 

claim, including settling this claim, as well as the costs it incurs in defending against the 

claim, are subject to indemnification by the FDIC pursuant to Section 12.1 of the 

Agreement. 

As you are aware from previous correspondence notifying you of the FDIC’s 

indemnification obligations in other matters, the matters identified in this letter are not 

intended to be exhaustive or to constitute a statement that no other facts have or may come 

to our attention that could result in claims for which indemnification is provided, and we 

reserve the right to supplement this notice as additional facts or circumstances may arise. In 

particular, we anticipate that there may be additional demands for indemnification by 

underwriters or issuers against WMB or its former subsidiaries (as issuers or originators, 

respectively) that are properly the FDIC’s obligation. 

Thank you for your kind attention to this letter. 

Sincerely. 

(b)(6) 

iwDerL A. bacKs J 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Jason C. Klein 

Annette C. Rizzi 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 33 

SULLIVAN & CROMWELL LLP 

TELEPHONE: 1-310-712-6600 

FACSIMILE: 1-310-712-8800 88-67 AWIC &t 

WWW.SULLCROM.COM 

RECEIVED FEB 07 2011 

NEW YORK  PALO ALTO  WASHINGTON, D.C. 

FRANKFURT  LONDON  PARIS 

BEIJING  HONG KONG  TOKYO 

MELBOURNE-SYDNEY 

February 6, 2012 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan Street, Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated as of 

September 25, 2008 (the "Agreement") by and among the Federal Deposit Insurance 

Corporation in its corporate capacity ("FDIC Corporate") and as receiver ("FDIC Receiver" 

and, together with FDIC Corporate, "FDIC") and JPMorgan Chase Bank, N.A. (together with 

its subsidiaries and affiliates, "JPMC") relating to the resolution of Washington Mutual Bank, 

Henderson, Nevada ("WMB"). This letter supplements our prior indemnification notices and 

provides you with written notice of additional matters for which JPMC is entitled to 

indemnification under Section 12.1 of the Agreement. 

The following additional matters give rise to JPMC’s indemnity: 

1. Stichting Pensioenfonds ABP v. JPMorgan Chase & Co., No. 653383/2011 

("Stichting"), filed in the Supreme Court of New York, Manhattan; 

Dexia SA v. Bear Stearns & Co. Inc., No. 650180- 2012 ("Dexia"), filed in 

the Supreme Court of New York, Manhattan; 

3. John Hancock Life Insurance Co. v. JPMorgan Chase & Co., 

No. 650195/2012 ("Hancock"), filed in the Supreme Court of New York, 

Manhattan; and 

4. Bayerische Landes bank v. Bear Stearns & Co et al., No. 653239/20 11 

("Bayerische"), filed in the Supreme Court of New York, Manhattan. 
Page 34 

Federal Deposit Insurance Corporation -2- 

In each of these matters, Defendants include JPMC in its capacity as 

"successor-in-interest" to WMB. (Stichting Compi. IT 16, 43-45; Dexia Compi. IT 24, 29; 

Hancock Compi. IT 20, 55-59, 579-599; Bayerische Compl. IT 13, 26, 31-33). These 

complaints further allege successor and vicarious liability for the other causes of action 

based on the allegation that JPMC succeeded to WMB’s liabilities pursuant to the 

Agreement. (Stichting Compi. 1660; Dexia Compi. 11327-337; Hancock Compi. 1697; 

Bayerische Compi. 1207). Enclosed for your convenience are copies of the complaints. 

JPMC is advising you that the liability it incurs in connection with these claims, 

including the costs it incurs in defending against the claims as well as the amount of any 

settlement or adverse judgment, are subject to indemnification by the FDIC pursuant to Section 

12.1 of the Agreement. 

As you are aware from previous correspondence notifying you of the FDIC’s 

indemnification obligations in other matters, the matters identified in this letter are not 

intended to be exhaustive or to constitute a statement that no other facts have or may come 

to our attention that could result in claims for which indemnification is provided, and we 

reserve the right to supplement this notice as additional facts or circumstances may arise. 

Thank you for your kind attention to this letter. 

.Sincerely, 

(b)(6) 

Kobert A. Sacks 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Annette C. Rizzi 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 35 

SULLIVAN & CROMWELL LLP 

TELEPHONE: 1-310-712-6600 

FACSIMILE: 1-310-712-6000 

WWW.SULLCROM.COM 

.z i4Ł rncà .90067-?725 

NEW YORK  PALO ALTO  WASHINGTON. D.C. 

FRANKFURT LONDON  PARIS 

SKUING  HONG KONG. TOKYO 

MELBOURNE  SYDNEY 

April 2, 2012 

Via Federal Exi,ress 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated as of 

September 25, 2008 (the "Agreement") by and among the Federal Deposit Insurance 

Corporation in its corporate capacity ("FDIC Corporate") and as receiver ("FDIC Receiver" 

and, together with FDIC Corporate, "FDIC") and JPMorgan Chase Bank, N.A. (together with 

its subsidiaries and affiliates, "JPMC") relating to the resolution of Washington Mutual Bank, 

Henderson, Nevada ("WMB"). This letter supplements our prior indemnification notices and 

provides you with written notice of additional matters for which JPMC is entitled to 

indemnification under Section 12.1 of the Agreement. 

The additional matter that gives rise to JPMC’s indemnity is the class action 

lawsuit entitled Geoffrey A. Ho/us et al. v. JPMorgan Chase Bank, NA., No. 1: 12-cv-10544, 

located in the United States District Court for the District of Massachusetts ("Hollis"). In 

Hollis, Plaintiffs allege that, prior to the Agreement, WMB had knowledge of, and provided 

assistance to, fraudulent and unlawful activities of two individuals and a financial institution 

referred to as Millennium Bank. (Compl. ¶11 16-18.) Plaintiffs seek damages plus interest and 

costs based largely on WMB’s pre-receivership conduct. A copy of the Hollis complaint is 

enclosed for your convenience. The Hollis complaint in many respects echoes the allegations 

of the complaints in Kimberly Benson, et al. and Jon Lowell, et al. v. JPMorgan Chase Bank, 

N.A., which was resolved in JPMC’s favor last week by the United States Court of Appeals 

for the Ninth Circuit. 
Page 36 

Federal Deposit Insurance Corporation -2- 

JPMC is advising you that the imposition of any liabilities on JPMC would be 

subject to indemnification by the FDIC pursuant to Section 12.1 of the Agreement, as are the 

costs that JPMC incurs in defending the action. We are also advising you that JPMC may 

decide to settle such claims, which would also be subject to indemnification. We understand 

the FDIC Receiver consents to our defending and, if we deem it to be prudent, settling such 

claims. 

As you are aware from previous correspondence notifying you of the FDIC’s 

indemnification obligations in other matters, the matters identified in this letter are not 

intended to be exhaustive or to constitute a statement that no other facts have or may come to 

our attention that could result in claims for which indemnification is provided, and we reserve 

the right to supplement this notice as additional facts or circumstances may arise. 

incerelv. A 

(b)(6) 

.rs..uuciu. ti. 

(Enclosure) 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Annette C. Rizzi 

Meredith Turner 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
Page 37 

SULLIVAN a CROMWELL LLP 

TELEPHONE: 1-310-712-6600 

FACSIMILE: 1-3107128800 1888 a4 east 

WWW.SIJLLCROM.COM 

c,t~ó S2Izeh4, gagwia,,9OO6’7-f725 

NEW YORK  PALO ALTO  WASHINGTON, DC 

FRANKFURT  LONDON  PARIS 

BEIJING  HONG KONG  TOKYO 

MELBOURNE  SYDNEY 

April 27, 2012 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan Street, Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitled to indemnification under Section 12.1 of 

the Agreement. 

The additional matter that gives rise to JPMC’s indemnity rights is a 

subpoena issued by the Securities and Exchange Commission ("SEC") to JPMC as 

"custodian of records" for WMB in connection with In the Matter of Certain Credit 

Suisse RMBS Offerings, HO-1 1468. Among other things, the SEC subpoena seeks emails 

and communications between WMB and First NLC Financial Services LLC ("First 

NLC") during April and May 2007 concerning First NLC’s repurchase facilities and 

warehouse lines. Enclosed for your convenience is a copy of the subpoena. 

The subpoena seeks documents relating to pre-receivership events at 

WMB. JPMC intends to comply with the subpoena, which may include producing 

responsive documents WMB held on behalf of the FDIC as receiver. If you object to the 

production of such documents, please advise us and the SEC immediately. 
Page 38 

Federal Deposit Insurance Corporation -2- 

To the extent JPMC incurs costs and expenses in connection with 

responding to this subpoena, investigating these issues, or otherwise defending itself 

against any claims, JPMC is subject to indemnification by the FDIC pursuant to Section 

12.1 of the Agreement. In addition, should JPMC decide to settle any claims associated 

with the subpoena, the costs and expenses incurred by any such settlement would also be 

subject to indemnification. We understand the FDIC Receiver consents to our defending 

and, if we deem it to be prudent, settling such claims. 

As you are aware from previous correspondence notifying you of the 

FDIC’s indemnification obligations in other matters, the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

Sincerely, 

(b)(6) 

kJU...LI ix. _Jp...4% p , 

cc: Daniel P. Cooney 

Lawrence N. Chanen 

Annette C. Rizzi 

Meredith Turner 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 
(b)(4) 

(b)(4),,, 

(b)(6) 

Arthur Korzec 

Executive Director and 

Assistant General Counsel 

legal and Compliance Department 

VIA FEDERAL EXPRESS 

May3, 2012 

JPMo ... ganChase 0 

Federal Deposit Insurance Corporation 

Receiver of Washington Mutual Bank, Henderson, Nevada 

1601 Bryan St., Suite 1700 

Dallas, Texas 75201 

Attention: Regional Counsel (Litigation Branch) 

Stephen Pruss, Esq. 

Federal Deposit Insurance Corporation 

ReceiverofWashington Mutual Bank, Henderson, Nevada 

1601 Bryan St., Suite 1700 

Dallas, Texas 75201 

Re: Request for Indemnification: 290 at 71, LLC v. JPMorgan Chase Bank, N.A. 

Dear Steve: 

Enclosed, in accordance with your previous instructions, are the legal invoices and a certification 

of the audit and payment of those invoices for the above-referenced matter. 

Please accept the enclosed as JPMC's submission for indemnification as per the PAA, Article XII 

in the amount of$820,492.66. 

For your convenience, we will submit separate requests for legal invoice reimbursement for 

each individual FDtC/WAMU "put'' lease litigation matter. 

Also, pursuant to the letter dated March 23, 2011 from Mr. Robert Schoppe to Brian A. Bessey, 

please accept this as JPMC's formal request for reimbursement for the settlement payment in the 

a mount of $3,300,000 made by JPMC to 290 at 71, LLC. 

for your further convenience, here are JPMC's wire instructions: 

JPMorganChase;ABA-IH· HH I Account Name -1 ____ .,,, . ....CO.de:-l::,,·,::::::::::::::::: ....................... JAc<:ount···NoJ··· ·················· I ····································································I;SWlFI ........... (P)(4.) 

JPMorg•n Chase • eo. • NY1-A436, One Chase Manhattan Plaza, Fl. 26, New York, NY 10005 

lelephone: 212 552 0919 • Facsimile: 212 552 1201 

J. I 
Please feel free to contact me if there are other submissions you require or if you have any 

question regarding the enclosed. 

Thank you for your anticipated cooperation. 

Ends. 

r·ry truly yours, 

Arthur Korzec 0 

!······························· (~)(13) 
SULLIVAN & CROMWELL LLP HLEP.HONE: 1·310·712-6600 

I'ACSIMILE: 1·31 0·712·8800 

WWW, SULLCROM.I:OM 

Via Federal Express 

Robert C. Schoppe, Receiver-in-Charge, 

Federal Deposit Insurance Corporation 

1888 -€~ f!Pr»k @a.st 

~~J ~.90067-1725 ------ NEW YO"K • PALO A1.TO • WASiiiNCITON, D.C. 

f'RANKPURT• I.OHDOH •PAftl8 

MELBOVI'N~ • tYDN!.Y 

May 24,2012 

Receiver of Washington Mutua) Bank, Henderson, Nevada, 

160 I Bryan Street, Suite 1701, 

Dallas, Texas 75201. 

Re: Outstanding New York City Tax Liability 

Dear Mr. Schoppe: 

I write in connection with a tax liability owed by Washington Mutual 

Bank ("WMB") to the New York City Department of Finance ("New York City"). 

As we have previously notified you, beginning in 20 10, New York City 

issued a series of tax audit deficiencies totaling approximately $8 million against WMB 

relating to tax years before WMB failed. As far as JPMC is aware, when WMB failed, 

there was no tax liability to New York City reflected anywhere on WMB's books and 

records. 

Notwithstanding the disputes that exist between the FDIC and JPMC on 

other matters under the September 25, 2008 purchase and asswnption agreement 

between JMPC and the FDIC (the .. P&A Agreement"), we believe that the FDIC's 

acknowledgment of the Receivership's responsibility for any tax liability to New York 

City would advance the parties' mutual interest in minimizing WMB's pre-receivership 

liabilities. New York City did not file a claim with the FDIC in the WMB receivership. 

Accordingly, if, as we believe is proper, the FDIC acknowledges that any purported 

liability arising from New York City's post-failure audit deficiencies was not assumed by 

JPMC under the P&A Agreement, then the FDIC should be in a position to disallow this 

liability for failure to timely file a proof of claim under 12 U.S.C. § 1821. If the FDIC is 

prepared to acknowledge that any liability to New York City on this claim was not 

assumed by JPMC under the P&A Agreement and instead was retained by the 

Receivership, JPMC would be prepared to agree not to use the FDIC's acknowledgment 

as to the New York City tax liability in connection with other disputes between the FDIC 

and JPMC under the P&A Agreement. 
Federal Deposit Insurance Corporation -2-

Alternatively, New York City has offered to settle all of its claimed 

pre-receivership liability ofWMB for $3 million. JPMC believes that $3 million is a 

reasonable resolution ofWMB's claimed liabilities. Even though this is not JPMC's 

liability, because New York City is pursuing its claims against JPMC in light of the 

FDIC's failure to acknowledge that JPMC did not assume this liability, JPMC is left with 

no choice but to resolve the claim and seek indemnification from the FDIC under Article 

XII of the P&A Agreement. Because this is notJPMC's preferred course, and because 

we believe the FDIC's continued failure to acknowledge that JPMC did not assume any 

such liability under the P&A Agreement is unnecessarily creating liability that would not 

otherwise exist, we want to give the FDIC a final chance to avoid this result and 

minimize the financial consequences to both the Receivership and JPMC. 

Please let me know by June 4 if the FDIC will acknowledge that this 

claimed liability stayed with the Receiver and was not assumed by JPMC under the P&A 

Agreement. Ifl do not hear from you within that time, JPMC plans to settle the claim 

with New York City and seek indemnification as described above. Please do not hesitate 

to contact me if you would like to discuss this issue further. 

cc: Lawrence N. Chanen 

Meredith L. Turner 

(JPMorgan Chase Bank, N.A.) 

Rick Osterman 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Sincere:, 

....._~-:-~----------~r)(i?l Robert• SackS 
-- ··----·-----· ----- ---

SULLIVAN 8t CROMWELL LLP 

T£L'EPHDNE: 1·310· 71:Z•II600 

14CSIM1LII:: 1·3 1 0·7 I :Z-8800 

WWW.&ULL ~OM ,C: OM 

Via FedEx 

Federal Deposit Insurance Corporation, 

1888 -{if'~ g>~ Gad 

k ~~ ~90067-17ZS 

NI.W YOfUII ~ I'ALQ AL.TO t WAitUtrrtaroN:, D.e. 

ntllpt«,.-UJlT • LDNDON I PA1UI 

M&\.80U ftHI f 8YOfef 

June 15, 2012 

RECEIVED JUN 21101Z 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dear Sirs: 

Dallas, TX 7520 I. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the .. Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices. lt provides you written notice of 

repurchase demands that, if factually and legally correct, arc WMB 's responsibility, as 

wel1 as of additional matters for which JPMC is entitled to indemnification under 

Section 12.1 of the Agreement. 

JPMC has become aware, through repurchase demands and its course of 

business, of purported material breaches of representations and warranties on certain 

loans originated by WMB. 1 As you know, JPMC believes that WMB's repurchase 

liabilities were not transferred to JPMC under the Agreement but instead remain with the 

FDIC Receiver. Accordingly, enclosed for your convenience is a list of the 692 loans ' 

Certain of the mortgages were originated by Long Beach Mortgage Company 

("LBMC"), which WMB purchased prior to the Agreement. 
·-------- --· -----------. - -···· -··-·· 

Federal Deposit Insurance Corporation, -2-

(Exhibit A) for which the FDIC Receiver, on behalf ofWMB, is subject to potential 

repurchase liability. In providing you notice of these purported material breaches, JPMC 

is taking no position on whether allegations made by third parties regarding the loans in 

question are accurate or, assuming they arc, whether they require repurchase of the 

subject loans. 

Additionally, following the execution of the Agreement, JPMC 

erroneously repurchased eight loans totaling $4,098,709.90 for which the repurchase 

responsibility fell on WMB. JPMC is advising you that the expense it has incurred in 

buying out these 8 loans is subject to indemnification by the FDIC pursuant to Section 

12.1 ofthe Agreement. Enclosed for your convenience is a list ofthe eight loans 

(Exhibit B) that JPMC repurchased in error. 

As you are aware from previous correspondence notifying you of the 

FDIC's indemnification obligations in other matters, the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

(Enclosures) 

cc: 

Lawrence N. Chanen 

Annette C. Rizzi 

Meredith Turner 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. CaJifano 

(DLA Piper LLP) 

Sincerely, 

Robert A. Sacks 
SULLIVAN & CROMWELL LLP 

T£~1:PHON': !·:Z! 2·!558·4000 

rACSIMII.I(: 1·212·!1~8-3588 

WWW.SUI.LCilOM.C:OM 

Via Email and FedEx 

Federal Deposit Insurance Corporation, 

12Sf18~~ 

~ o/~ ... .Ao/1000IJ-JU!J8 

\..OS ANGSLU • PALO ALTO • WA3HING.TON. O.C. 

aCIJING • WQtG KONG • TOK'tO 

MI&..IOUitME • 8YDND' 

July 20, 2012 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dear Sirs: 

Dallas, TX 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (ORR -Filed Operations Branch) 

Re: Indemnification Obligations 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices. It provides you with written notice of 

repurchase demands that, if factually and legally correct, are WMB's responsibility. 

JPMC has become aware, tluough third-party repurchase demands and its 

own course of business, of purported material breaches of representations and warranties 

on certain loans originated by Long Beach Mortgage Company ("Long Beach"). It is our 

understanding that Long Beach was merged into WMB prior to the Agreement, and thus 

Long Beach's repurchase obligations were, as of the date of the Agreement, WMB's 

liabilities. As you know, JPMC believes that WMB's repurchase liabilities were not 

transferred to JPMC under the Agreement but instead remain with the FDIC Receiver. 

Accordingly, enclosed for your convenience is a list of the 263 loans (Exhibit A) for 

which the FDIC Receiver, on behalf of WMB, is subject to potential repurchase liability. 

In providing you notice of these purported material breaches, JPMC is taking no position 
Federal Deposit Insmance Corporation -2-

on whether allegations made by third parties regarding the loans in question are accurate 

or, assuming they are, whether they require repurchase of the subject loans. 

As you are aware from previous correspondence notifying you of the 

FDIC's indemnification obligations in other matters, the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to om attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

(Enclosure) 

cc: Lawrence N. Chanen 

Annette C. Rizzi 

Meredith Turner 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin / 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 

Jb)(i?ll 
.t tcr- _, '-:3~ 

SULLIVAN & CROMWELL LLP 

.. ···,. 

•. ·.· '· -~~ ~ 

T£LEPHONI!:: HII0-712-6600 

FACSIMILE: 1-310-712-8800 

WWW.8UL\.COIOM.COM 

RECEIVED AUG 2 8 ZOfl 

1888 ~~ q.>~ &.d 

k ~ .. C~.9006'7-17Z5 

NI.W YOitK • PALO ALTO • W4SHING1"0M. D.C. 

M!I..BOURNI. • 8YDM&Y 

August 27, 2012 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan Street, Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Rc: Indemnification Obligations 

Dear Sirs: .,.~ 

;;~. .: -' ~ We refer to the Purchase and Assumption Agreement Whole ~. dated as of 

September 25, 2008 (the "Agreement") by and among the Federal Deposit Insuraoce 

Corporation in its corporate capacity ("FDIC Corporate") and as receiver (''FDI~"'Receiver" 

and, together with FDIC Corporate, "FDIC") and JPMorgan Chase Bank, N.A. (together with 

its subsidiaries and affiliates, "JPMC") relating to the resolution of Washington Mutual Bank, 

Henderson, Nevada ("WMB .. ). This letter supplements our prior indemnification notices and 

provides you with written notice of additional matters for which JPMC is en\tled to 

indemnification under Section 12.1 of the Agreement. ·' 

During our meeting in April2012, we notified you of potential indemnity claims 

arising from transactions between WMB and either Deutsche Zentralgenossenscbaftsbank AG 

("DZ Bank") or Asset Management Fund ("AMF"). At the time of our meeting, no fonnal 

complaints had been filed or served on JPMC. DZ Bank and AMF both recently filed the 

following complaints which give rise to JPMC's indemnity: 

1. Deutsche Zentralgenossenschaftsbank AG v. JPMorgan Chase & Co. et al., 

Nos. 650293/2012,650616/2012,651021/2012 ("DZ Bani<'}, filed in the 

Supreme Court ofNew York. Manhattan; and 

2. Asset Management Fund v. JPMorgan Chase & Co. et al .• No. 650320/2012 

("AMF'), filed in the Supreme Court of New York, Manhattan. 
Federal Deposit Insurance Corporation -2-

In each ofthese matters, Plaintiffs name JPMC in its capacity as ·•successor-in-interest .. to 

WMB. (DZ Bank Compl. ~1! 43-46, 61, 66-71; AMF Compl. ft 45, 59, 64-67.) Enclosed for 

your convenience are copies of the complaints. 

JPMC is advising you that the liability it incurs in cormection with these claims, 

including the costs it incurs in defending against the claims as well as the amount of any 

settlement or adverse judgment, are subject to indemnification by the FDIC pursuant to Section 

12.1 of the Agreement. 

As you are aware from previous correspondence notifying you of the FDIC's 

indemnification obligations in other matters, the matters identified in this letter are not 

intended to be exhaustive or to constitute a statement that no other facts have or may come 

to our attention that could result in claims for which indemnification is provided, and we 

reserve the right to supplement this notice as additional facts or circumstances may arise. 

(Enclosures) 

Cc: Lawrence N. Chanen 

Annette C. Rizzi 

Joanna Jagoda 

(JPMorgan Chase Bank, N.A.) 

(without enclosures) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

(with enclosures) 

Thomas R. Califano 

(DLA Piper LLP) 

(with enclosures) 

:~: . 

Robert . acks <a Q 
SULLIVAN & CROMWELL LLP 

TI:LEP'HOIIIIE: 1·31 0·7 12·6800 

FACSIMILii: 1·31 0·712·8800 

WWW .til ULI.CROM.COI'I 

Via Federal Express 

Federal Deposit Insurance Corporatio14 

1888 {/~ £?}'~ Cad 

k ~-~.90067-17ZS 

flii~W YOfUl • PALD ALtO • WA·H·PIGTON, D.C. 

PMNKPVfll'I•I..OfiiOON: • PAI!tt8 

September 28, 2012 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan Street, Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated as of 

September 25, 2008 (the "Agreement") by and among the Fedeml Deposit Insurance 

Cmporation in its corporate capacity ("'FDIC Corporate") and as receiver ("FDIC Receiver" 

and, together with FDIC Corporate, "FDIC") and JPMorgan Chase Bank, N.A. (together with 

its subsidiaries and affiliates, "JPMC") relating to the resolution of Washington Mutual Bank, 

Henderson, Nevada ("WMB")- This letter supplements our prior indenmification notices and 

provides you with written notice of additional matters for which JPMC is entitled to 

indemnification under Section 12.1 of the Agreement. 

The additional matter that gives rise to JPMC's indemnity is Principal Life Ins. 

Co. et al. v. JP Morgan Chase & Co. eta/., Index No. 650615/2012, which was filed on 

September 14,2012, in the Supreme Court of the State ofNew York, Manhattan. The 

complaint alleges causes of action based on alleged "misstatements and omissions of material 

fact" by WMB concerning several residential mortgage-backed securities purchased by 

Plaintiffs. (See, e.g., Compl. 1 l, 65.) Defendants include JPMC in its capacity as 

"successor-in-interest" to non-party WMB. (See, e.g., id 11 59-71.) Enclosed for your 

convenience is a copy of the complaint. 

JPMC is advising you that the liability it incurs in connection with these claims, 

including the costs it incurs in defending against the claims as well as the amowrt of any 

settlement or adverse judgment, are subject to indemnification by the FDIC pursuant to Section 

12.1 of the Agreement. 
Federal Deposit Insurance Corporation -2-

As you are aware from previous correspondence notifying you of the FDIC's 

indemnification obligations in other matters, the matters identified in this letter are not 

intended to be exhaustive or to constitute a statement that no other facts have or may come 

to our attention that could result in claims for which indemnification is provided, and we 

reserve the right to supplement this notice as additional facts or circumstances may arise. 

(Enclosure) 

Cc: Lawrence N. Chanen 

Annette C. Rizzi 

Joanna Jagoda 

(JPMorgan Chase Bank, N.A.) 

(via e-mail without enclosure) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

(with enclosure) 

Thomas R. Califano 

(DLA Piper LLP) 

(with enclosure) 

Sjncerely 

Robert A. Sacks e 
--------·-

SULLIVAN & CROMWELL LLP 

TrLI!,.HON£; 1· 2 1 2· 55&4000 

FACSIMILE: 1·Z 1 Z-558·3589 

WWW.&UL,\.,C .. ON.COM 

Via Federal Express 

Federal Deposit lnsurWlce Corporation, 

125 ~~ cll'f1'd· 

... !Vew o/tWk, .APJ/ 1000/J-21;.98 

LOS AHG(U.& • PAl.O A~TO • WA.SNIMGlON. O.C. 

November 15, 2012 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan Street, Suite 170 l, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Field Operations Branch) 

Re: ...:.V~ir~g~in~ia~Te...!ax~A~c:::.c~oun=t..~.;N:..:::wn=b~cr'-I.! ____ ....... _ ....... ........ _ _ ....... _ ..........J .... ............................................................................................................ (P)(4.) 

Dear Sirs: 

I write on behalf of JPMorgan Chase Bank, N.A. ("JPMC") in connection 

with the above-referenced corporate tax account of Washington Mutual Bank (''WMB") 

with the Commonwealth of Virginia Department ofTaxation C'Virginia"). 

As you know, on September 25, 2008, WMB was closed, the Federal 

Deposit Insurance Corporation f'FDIC") was appointed WMB's receiver, and on that 

same day, pursuant to a Purchase and Assumption Agreement (the "P&A Agreement") 

with the FDIC, JPMC acquired essentially all of the assets and assumed certain specified 

liabilities of WMB. The liabilities assumed by JPMC were limited to those on WMB's 

''Books and Records," with a "Book Value," when WMB was closed. JPMC did not 

assume any WMB liabilities that did not have a book value on WMB's books and records 

at the time WMB was placed into receivership, nor did it assume, for those ]iabilities on 

WMB's books and records, liability for any amounts in excess of such book value. 

On September 26, 2012, JPMC received a check in the amount of 

$2,826,684.24 from Virginia representing a refund of WMB corporate taxes for tax year 

2003. I enclose a copy of the check for your reference. Pursuant to the terms of the P&A 

Agreement, this tax refund was an asset of WMB and is therefore now an asset of JPMC. 

JPMC has accordingly deposited the check. 

Jn correspondence accompanying the check, which I also enclose, 

however, Virginia informed JPMC that it ''held $42,326.36 of [the] 2003 tax refund[,]" 
Federal Deposit Insurance Corporation -2-

because Virginia's "records show an outstanding balance on [WMB's} account" forta.x 

year 2004. We are not aware whether Virginia filed a claim in the FDIC receivership for 

this alleged liability by December 30, 2008, as required by the Financial Institutions 

Reform, Recovery, and Enforcement Act of 1989, 12 U.S.C. § 182l(d)(3}-{13) 

('"FIRREA"). We note, however, that at the time of WMB's closure, its books and 

records showed no liability to Virginia tor corporate taxes for tax year 2004. (If you 

disagree, please identify where on WMB's books and records such a liability was 

reflected.) Thus, any tax liability that might be owed to Virginia for tax. year 200~r 

for any other tax periods preceding WMB's closure-remained with the FDIC. As such, 

the tax-refund asset JPMC acquired pursuant to the P&A Agreement has not been fully 

paid to JPMC. 

We have notified Virginia that the offset is a liability of the receivership, 

not of JPMC, and that they should pay this additional amount to JPMC and pursue their 

rights, if any, against the receivership. A copy of our letter to Virginia is enclosed. In the 

event Virginia does not pay the withheld amount to JPMC, JPMC is entitled to be 

indemnified by the FDIC. This letter accordingly supplements our prior indemnification 

notices and provides you with written notice that, pursuant to Section 12.1 of the P&A 

Agreement, JPMC is entitled to indemnification by the FDIC for the $42,326.36 withheld 

by Virginia. As you arc aware from previous correspondence notifying you of the 

FDIC's indemnification obligations in other matters, the matter identified in this letter is 

not intended to be exhaustive or to constitute a statement that no other facts have or may 

come to our attention that could result in claims for which indemnification is provided, 

and we reserve the right to supplement this notice as additional facts or circumstances 

may arise. 

Please do not hesitate to contact me if you would like to discuss further 

any of the above. 

(Enclosures) 

cc: Lawrence N. Chanco 

Joanna N. Jagoda 

(JPMorgan Chase Bank, N.A.) 

Robert C. Schoppe 

Rick Osterman 

Sincerely, 

Robert A. Sacks 

I (l:>J('?.) 
---------------------·-----------------------------------------------------------------------

Federal Deposit. Insurance Corporation 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 

-3-
..... ---------- ------------

SULLIVAN & CROMWELL LLP 

TELEPHONE: 1·21 Z.-558-4000 

FACSIMIL': 1-212·558-3588 

WWW, SULLCftOM.COM 

Via Email and FedEx 

Federal Deposit Insurance Corporation, 

12SP1J~~ 

J~ o/~ .. .APJ/100{}/J-211.98 

LOtl AfltGILtS • PALO AL.TO • WASMtH~fON, D.C. 

FIU.NKf'Uflt' • LOHDOH • P4Al3 

November 16, 2012 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dear Sirs: 

Dallas, TX 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR ~ Filed Operations Branch) 

Re: Indemnification Obligations 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices. It provides you with written notice of 

repurchase demands that, if factually and legally correct, are WMB's responsibility. 

JPMC has become aware, through third-party repurchase demands and its 

own course of business, of purported material breaches of representations and warranties 

on certain loans originated by Long Beach Mortgage Company ("Long Beach") and 

WMB. It is our understanding that Long Beach was merged into WMB prior to the 

Agreement, and thus Long Beach's repurchase obligations were, as of the date of the 

Agreement, WMB•s liabilities. As you know, JPMC believes that WMB's repurchase 

liabilities were not transferred to JPMC under the Agreement but instead remain with the 

FDIC Receiver. Accordingly. enclosed for your convenience is a list ofthe 102loans 

(Exhibit A) for which the FDIC Receiver, on behalf of WMB, is subject to potential 

repurchase liability. In providing you notice of these purported material breaches, JPMC 

is taking no position on whether allegations made by third parties regarding the loans in 
. ·- ·---··--··--------------

Federal Deposit Insurance Corporation 

question are accurate or, assuming they are, whether they require repurchase of the 

subject loans. 

-2-

As you are aware from previous correspondence notifying you of the 

FDIC's indemnification obligations in other matters. the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

(Enclosure) 

cc: Lawrence N. Chanen 

Annette C. Rizzi 

Joanna Jagoda. 

(JPMorgan Chase Bank, N.A.) 

James Wigand 

David Gearin / 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 

Sincerely. 

L...--------····.....Jl(~)li?l Robert A. Sacks 
. .J.VAN & CROMWELL LLP 

TELEI"HOIIIE: 1·310•712· 6600 

f'"CSIMII .. E: 1·310·712·8800 

www.suLLc•a-..coM 

Via Federal Express 

Federal Deposit Insurance Corporation, 

1&88 fl~ £?)>~ tffad" 

k~~ ~.90067-1715 

frriii.W l'QitiC • "ALO ALTO • WA.5HJNGTON, D.C. 

III' .... Nk~Uin' • LONDON • ftARf!l 

•OJ INC • HDNCI ~co •TOrtO 

December 5, 2012 

Receiver of Washington Mutual Bank. Henderson, Nevada, 

1601 Bryan Street, Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (ORR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Asswnption Agreement Whole Bank, dated as of 

September 25, 2008 (the "Agreement") by and among the Federal Deposit Insurance 

Corporation in its corporate capacity ("FDIC Corporate") and as receiver ("FDIC Receiver" 

and, together with FDIC Corporate, "FDIC") and JPMorgan Chase Bank, N.A. (together with 

its subsidiaries and affiliates, "JPMC") relating to the resolution of Washington Mutual Bank, 

Henderson, Nevada ("WMB''). This Jetter follows on our letter from March 10,2009, and 

subsequent conversations in which JPMC notified you that it is entitled to indemnification by 

the FDIC pursuant to Section 12.1 of the Agreement in connection with JPMC's defense in 

American NaJionallns. Co. v. JPMorgan Chase Bank, NA eta/., No. 1 :09-cv-01743, removed 

to U.S. District Court for the District of Columbia ("ANJCa). 

We presume that, as a party to this litigation, the FDIC is familiar with its 

allegations and history, including the allegations ofthe original complaint, the appeal to the 

Court of Appeals, the reversal of the dismissal by the Court of Appeals, and the filing by 

plaintiffs of an amended complaint alleging various causes of action that both JPMC and the 

FDIC moved to dismiss. Most recently, on September 28,2012, the Court dismissed Counts 

II and III of the First Amended Complaint. (Dkt. #142-143.) With respect to Count II, which 

alleged breaches of a confidentiality agreement between JPMC and WMB, the Court held that 

plaintiffs were neither parties to the confidentiality agreement nor its intended beneficiaries. 

(Dkt. #142 at 19-20.) With respect to Count III, which alleged that JPMC used duress and 

false pretenses to obtain WMB's assets without fairly compensating plaintiffs, Judge Collyer 

held that the cause of action was a wholly derivative claim because "[t]he alleged coercion, 

duress and advantage ran from JPMC to [WMB], not to the Bondholders.n (ld at 18-19 
Federal Deposit Insurance Corporation -2-

(internal quotations omitted).) While the parties continue to litigate over Count !-which is 

also subject to indemnification by the FDIC-JPMC hereby requests the FDIC promptly 

indenmify JPMC for "all costs, losses, liabilities, expenses (including attorneys' fees) 

incurred" to date in litigating ANICO, pursuant to Section 12.1 of the Agreement. A schedule 

identifying the legal fees and costs paid by JPMC in defending the ANJCO action from 

inception through October 31,2012, which fees and costs total $1,781,689.29, is enclosed 

with this letter. We would appreciate your prompt reimbursement of these amounts. 

As you are aware from previous correspondence notifying you of the FDIC's 

indemnification obligations in other matters, the matters identified in this letter are not 

intended to be exhaustive or to constitute a statement that no other facts have or may come to 

our attention that could result in claims for which indemnification is provided, and we reserve 

the right to supplement this notice as additional facts or circumstances may arise. 

(Enclosure) 

cc: Lawrence N. Chanen 

Joanna Jagoda 

(JPMorgan Chase Bank, N.A.} 

(via e-mail) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 

Sincerely, 

~-:----:--:::--:---····· ··········_··········_······· __ ·__, -ll!Jli!?l 

Robert A. Sacks 
SULLIVAN & CROMWELL LLP 

TELEPHONE: 1•2 I 2· 558·4000 

F'ACSIMILI.: 1·2 I 2·558·3588 

WWW.SULLCIIOM.COM 

125~~ 

~ o/~ .. ..AfVIU004-2698 

M~LIOUAN& • 6YDNCY 

December6, 2012 

Via Email and FedEx 

Federal Deposit Insurance Corporation, 

Receiver ofWashington Mutual Bank, Henderson, Nevada, 

1601 Bryan St., Suite 1701, 

Dear Sirs: 

Dallas, TX 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (ORR- Filed Operations Branch) 

Re: Indemnification Obligations 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices. It provides you with written notice of 

repurchase demands that, if factually and legally correct, are WMB's responsibility. 

JPMC has become aware, through third·party repurchase demands and its 

own course of business, of purported material breaches of representations and warranties 

on certain loans originated by Long Beach Mortgage Company ("Long Beach") and 

WMB. It is our understanding that Long Beach was merged into WMB prior to the 

Agreement, and thus Long Beach's repurchase obligations were, as of the date of the 

Agreement, WMB's liabilities. As you know, JPMC believes that WMB's repurchase 

liabilities were not transferred to JPMC under the Agreement but instead remain with the 

FDIC Receiver. Accordingly, enclosed for your convenience is a list of the 120 loans 

(Exhibit A) for which the FDIC Receiver, on behalf ofWMB, is subject to potential 

repurchase liability. In providing you notice of these purported material breaches, JPMC 

is taking no position on whether allegations made by third parties regarding the loans in 
Federal Deposit Insurance Corporation 

question are accurate or, assuming they are, whether they require repurchase of the 

subject loans. 

-2-

_ As you are aware from previous correspondence notifying you of the 

FDIC's indemnification obligations in other matters, the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

(Enclosure) 

cc: Lawrence N. Chanen 

Annette C. Rizzi, 

Joanna Jagoda 

(JPMorgan Chase Bank, N.A.) 

(via email) 

James Wigand 

David Gearin / 

Kathryn Norcros~ 

(Federal Deposit Insurance Corporation) 

Thomas R. Califano 

(DLA Piper LLP) 

Sincerely, 

Robert A. Sacks 

··············l (~)(§) 
SULLIVAN & CROMWELL LLP 

(b )(6 ) ........................................ 

(b)(6) ... ... ....................... ... . 

T£LE;PHON.(: 1·310· '712•6600 

P.t.CSI/IIILl: 1·310· 7 12·8600 

WWW.SUU.CilO M.COM 

Via Federal Express 

Federal Deposit Insurance Corporation, 

td:W '\"O.K • P,-LO ALTO • WA8HUiG'fON. D.C. 

P'UJifR'VIIT • .LONDON • 1-A•te 

May 3, 2013 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

160 I Bryan Street, Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Asswnption Agreement Whole Bank, dated 

as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("FDIC Receiver ' and, together with FDIC Corporate, .. FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB''). This Jetter 

supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitJed to indemnification under Section 12.1 of 

the Agreement 

The two additional matters that give rise to JPMC's indemnity rights relate 

to two investigations into pre~failwe events at WMB. First. the Office of the 

Comptroller of the Currency's Enforcement & Compliance Division ("OCC'') recently 

requested testimony and/or issued subpoenas seeking testimony of four fanner employees 

in cormection with what we understand to be its investigation of former individuals 

involved in WMB' s residential lending practices. 1 Second, the United States Attorney for 

the Eastern District of Pennsylvania (Civil Division) ("EDPA'') is conducting a civil 

To date, we are aware that the OCC has asked for the testimony of I -:-;;J _____ (bl(§l 

l ·u- .ou ••••••••"'"-·"·:···-""'... ..... d · - · • I A copy of the subpoena to ... · ··························· s enclosed for your converuence. 
Federal Deposit Insurance Corporation -2-

investigation into pre-failure events at WMB. The EDPA issued a subpoena seeking 

· documents from JPMC as .. successor in interest" to "Washington Mutual, Inc. and 

[WMB)" and "WaMu Capita) Corporation" for "96 securitizations or pooling of 

mortgage loans" that were "sponsored and sold by Washington Mutual Inc., [WMB], and 

its subsidiaries, WaMu Asset Acceptance Corporation, Washington Mutual Mortgage 

Securities Corporation, Long Beach Mortgage Company, and Long Beach Securities 

Corporation, during the period 2006 to 2007'' (copy of subpoena enclosed). The EDPA 

also recently requested testimony of former WMB employees. 

We are not aware whether the ace or the EDP A filed claims in the FDIC 

receivership by December 30,2008, as required by the Financial Institutions Reform, 

Recovery, and Enforcement Act of 1989, 12 U.S.C. § 1821(dX3) (13} ("FIRREA "). As 

you know, if the ace or the EDPA did not file a claim in the FDIC receivership by the 

December 30, 2008 claims bar date, then any claim they may seek to assert against either 

the FDIC or JPMC based on the acts or omissions of Washington Mutual Bank is 

statutorily barred for failure to exhaust the administrative claims process mandated by 

FIRREA. FIRREA's statutory bar would apply equally to any unexhausted claims that 

the OCC or the EDPA might assert against either the FDIC or JPMC. If your records 

show that the OCC or the EDP A did not file a timely proof of claim, please inform them 

that any claims against either the FDIC or JPMC are barred, just as you informed the 

New York City Department of Finance of the same in your March 26,2013 letter and 

other taxing authorities in letters dated May 2, 20 13. 

To the extent JPMC incurs costs and expenses in connection with 

responding to these subpoenas or inquiries, investigating these issues, or otherwise 

defending itself against any claims, JPMC is subject to indemnification by the FDIC 

pursuant to Section 12.1 ofthe Agreement. In addition, should JPMC decide to settle any 

claims associated with the subpoenas, the costs and expenses incurred by any such 

settlement would also be subject to indemnification. We understand the FDIC Receiver 

consents to our defending and, if we deem it to be pruden4 settling such claims. 

As you are aware from previous correspondence notifying you of the 

FDIC's indemnification obligations in other matters, the matters identified in this letter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could resuJt in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

Sincerely, 

Robert A. Sacks I I 
Federal Deposit Insurance Corporation 

cc: Lawrence N. Chanen 

Alia Lerner 

Annette C. Rizzi 

LindaJens 

Joanna Jagoda 

(JPMorgan Chase Bank, N.A.) 

(via e-mail without enclosure) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

(with enclosure) 

Thomas R. Califano 

(DLA Piper LLP) 

(with enclosure) 

-3-
SULLIVAN 8t CROMWELL LLP 

1888~t?JJ~~ TELEPHONE: 1·310·712·6600 

FACSIMILE: 1·31 0·712·8800 

WWW.SULLCROM.CO .. 

· k~ .. -tiJ'~.90067-172S 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan Street, Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

NEWYOftK • ~AI..OA&.TO • WAaHING10N,D.C:. 

MS:L.OUIItNE. • eVDNCV 

May 8, 2013 

Deputy Director (DRR- Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Asswnption Agreement Whole Bank, dated as of 

September 25, 2008 (the "Agreementu) by and among the Federal Deposit Insurance Corporation in 

its corporate capacity ("FDIC Corporate") and as receiver ("FDIC Receiver" and, together with FDIC 

Corporate, "FDIC") and JPMorgan Chase Bank, N.A. (together with its subsidiaries and affiliates, 

"JPMC") relating to the resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). 

This letter supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitled to indemnification under Section 12.1 of the 

Agreement 

We previously notified you on October 19, 2010 of potential claims by the National 

Credit Union Administration ("NCUA"), as conservator for two failed credit unions, relating to 

certain mortgage·back securities the failed credit unions had acquired. On January 4, 2013, NCUA 

filed a formal complaint in the case captioned National Credit Union Administration v. JPMorgan 

Chase Bank, N.A. et al., No. 13-cv-2012 (D. Kansas). The complaint alleges that JPMC is "jointly 

and severally liable under Section 15 [of the Securities Act of 1933] for the primary violations" 

asserted in the complaint because JPMC is "successor-in-interest to 'control person' [WMB]" 

based on the allegation that JPMC succeeded to WMB 's liabilities pursuant to the Agreement. 

(See Compl. mJ 24, 309, 418-421.) Enclosed for your convenience is a copy ofthe complaint. 

In addition, it has come to om attention that we may have inadvertently omitted to 

provide you with formal written notice of a complaint filed by Royal Park Investments SA/NV 

("RPf'), which is captioned Royal Park Investments SA/NV v. Me"ill Lynch, Pierce, Fenner & Smith 

Inc. et al., Index No. 652607/2012, and is pending before Judge Ramos in the Supreme Court of the 

State of New York, Manhattan. The complaint alleges causes of action based on alleged 

misstatements and omissions of material fact by various entities in connection with several residential 
Federal Deposit Insurance C01poration · 

mortgage-backed secwities purchased by RPI. (See, e.g., Comp1. ~ 2-22.) Defendants include 

JPMC in its capacity as "successor" to non-party WMB. (/d , 36.) Defendants, including JPMC, 

filed a motion to dismiss on March 15, 2013, and plaintiff's opposition to the motion is due May 

14, 2013. Enclosed for yom convenience is a copy of the complaint. 

JPMC is advising you that the liability it incurs in connection with these claims, 

including the costs it incurs in defending against the claims as well as the amount of any settlement or 

adverse judgment, are subject to indenmification by the FDIC pursuant to Section 12.1 of the 

Agreement. In addition, should JPMC decide to settle any of claims, the costs and expenses incurred 

by any such settlement would also be subject to indemnification. We understand the FDIC Receiver 

consents to our defending and, if we deem it to be prudent, settling such claims. 

As you are aware from previous correspondence notifying you of the FDIC's 

indemnification obligations in other matters, the matters identified in this letter are not intended to 

be exhaustive or to constitute a statement that no other facts have or may come to our attention 

that could result in claims for which indemnification is provided, and we reserve the right to 

supplement this notice as additional facts or circumstances may arise. 

(Enclosures) 

Cc: Lawrence N. Cbanen 

AllaLemer 

Annette Rizzi 

Joanna Jagoda 

(JPMorgan Chase Bank, N.A.) 

(via e-mail without enclosure) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

(with enclosure) 

Thomas R. Califano 

(DLA Piper LLP) 

{with enclosure) 

Sincerely, 

Robert A. Sacks 

I , . 
SULLIVAN & CROMWELL LLP 

TELEPHONE: t-31 0·7 I 2·6600 

f"AC&IMIU:: 1·310·712·8800 

WWW.BULLCIIIOM.C:DM 

Via Federal Express 

Federal Deposit Insurance Corporation, 

1888 -€~ {ij>~ &J 

~ ~, t6'~90067-172S 

N•w Y'DRK • PAL.CI AL'TO • WASMINtaTOH. et.C. 

FRANK,.UitT• LONDON • ~A-le 

May 9, 2013 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan Street, Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional CoWlsel (Litigation Branch) & 

Deputy Director (DRR ~ Field Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25,2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

(''FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB"). This letter 

supplements our prior indemnification notices and provides you with written notice of 

additional matters for which JPMC is entitled to indemnification under Section 12.1 of 

the Agreement. 

The additional matter that gives rise to JPMC' s indemnity rights is the 

action entitled Integer Program, LLC v. JPMorgan Chase Bank, NA, et al., Index 

No. 651518/2013, filed on April26, 2013 in the New York State Supreme Court, New 

York County. In this action, plaintiff Integer Program, LLC ("Integer") alleges that. prior 

to the Agreement, WMB made and breached certain representations and warranties in 

connection with the WaMu Series 2007-HEJ securitization, and that JPMC is the 

successor to WMB and is therefore responsible for the alleged breaches. Enclosed for 

your convenience is a copy of the summons with notice. 

Putting aside the question of whether Integer (which is not the trustee of 

the WaMu Series 2007~HE3 securitization) even has standing to bring the claims raised 

in the action, we are not aware whether Integer or the trustee filed a claim in the FDIC 
Federal Deposit Insurance Corporation -2-

receivership for its repurchase claims by December 30, 2008, as required by the Financial 

Institutions Refonn. Recovery, and Enforcement Act of 1989, 12 U.S. C.§ 1821(d)(3) 

(13) ("FIRREA"). As you know, iflnteger or the trustee did not file a claim in the FDIC 

receivership by the December 30, 2008 claims bar date, then any claims it may seek to 

assert based on the acts or omissions of Washington Mutual Bank are statutorily barred 

for failure to exhaust the administrative claims process mandated by FIRREA. 

FIRREA's statutory bar would apply equally to any unexhausted claim that Integer might 

assert against either the FDIC or JPMC. If your records show that neither Integer nor the 

trustee filed a timely proof of claim, we ask that you please infonn Integer that its claims 

are barred, just as you have infonned various taxing authorities since March 26, 2013. 

To the extent JPMC incurs costs and expenses in connection with 

responding to these allegations, investigating these issues, or otherwise defending itself 

against any claims. JPMC is subject to indemnification by the FDIC pursuant to Section 

12.1 of the Agreement. In addition, should JPMC decide to settle any claims associated 

with the subpoenas, the costs and expenses incurred by any such settlement would also be 

subject to indemnification. We understand the FDIC Receiver consents to our defending 

and, if we deem it to be prudent, settling such claims. 

As you are aware from previous correspondence notifying you of the 

FDIC's indemnification obligations in other matters, the matters identified in this Jetter 

are not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

cc: Lawrence N. Chanen 

Alia Lerner 

Annette C. Rizzi 

Joanna Jagoda 

{JPMorgan Chase Bank, N.A.) 

(via email without enclosure) 

~lv. 

Robert A. Sacks 

. ...... J~)(~J 
Federal Deposit Insurance Corporation 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insmance Cotporation) 

(with enclosure) 

Thomas R. Califano 

(DLA Piper LLP) 

(with enclosure) 

-3-
SULLIVAN & CROMWELL LLP 

TELEPHONE: t-310-712-6600 

FACSIMILE: 1·31 0·712-8800 

WWW, SU Lt.CROM.CDNI 

Via Federal Express · 

Federal Deposit Insurance Corporation, 

1888 (i~ g')~ Ga&t 

b~ .. C~9006'7-17ZS 

H~W YOJtK • PALO AL'fO • WASHINGTON, D.C. 

-~IJINQ • HONG lGNG • YOK'Y'O 

June 12, 2013 

Receiver of Washington Mutual Bank, Henderso~ Nevada, 

1601 Bryan Street, Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR- Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated 

as of September 25,2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate'') and as receiver 

("FDIC Receiver" and, together with FDIC Corporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC') relating to the 

resolution of Washington Mutual Bank, Henderson, Nevada ("WMB''). 

This letter supplements our prior indemnification notices and provides you with written 

notice of additional matters for which JPMC is entitled to indemnification under 

Section 12.1 ofthe Agreement. 

The additional matter that gives rise to JPMC's indemnity is a lawsuit 

entitled Evangeline Acedillo et al. v. JPMorgan Chase Bank, N.A. et al., Case No. 

CV -13-03955 ("Acedillo"), which was recently removed and is now pending before 

the Honorable Manuel Real in the United States District Court for the District of 

California. In Acedillo, Plaintiffs allege that, prior to the Agreement, WMB 

perpetrated a "Securitization Scheme, whereby it engaged in predatory lending 

practices, which included "consistently, intentionally, and fraudulently over-appraised 

Plaintiffs' real properties, misstated Plaintiffs income on loan applications, [and] 

fraudulently violated recording statutes." (See, e.g., Compl. TJ 3-13.) Plaintiffs seek 

declaratory relief, damages, principal reductions, new loans, and costs based largely on 

WMB's pre-receivership conduct and specifically names JPMC as "successorO in 

liability" to WMB "for all actions by Defendant [WMB] and their agents in servicing, 

selling, modifYing, and foreclosing on the loans of Plaintiffs, including failed · 

securitizations and :fraudulent recordings by and through the County Recorders • 
Federal Deposit Insurance Corporation .-2-

offices .... " (Com pl. ,, 2, 14.) A copy of the Acedillo complaint is enclosed for your 

convenience. The Acedillo complaint in many respects echoes the allegations of the 

complaints in Kimberly Benson, et al. and Jon Lowell, et al. v. JPMorgan Chase Bank, 

N.A., which was resolved in JPMC's favor by the United States Court of Appeals for 

the Ninth Circuit. See Benson, et al. v. JPMorgan Chase Bank, N.A., et al., 673 F.3d 

1207 (9th Cir. 2012). 

. JPMC is advising you that the liability it incurs in connection with these 

claims, including the costs it incurs in defending against the claims as well as the amount 

of any settlement or adverse judgment, are subject to indemnification by the FDIC 

pursuant to Section 12.1 of the Agreement In addition, should JPMC decide to settle any 

of the claims, the costs and expenses incurred by any such settlement would also be 

subject to indemnification. While we are aware of the limitations imposed by Section 

12.1(b )(15), it appears that the allegations in Acedillo have the potential to go beyond the 

claims covered by that provision. We understand the FDIC Receiver consents to our 

defending and, if we deem it to be" prudent, settling such claims. 

Additionally, we are not aware whether the plaintiffs in Acedillo filed 

claims in the FDIC receivership by December 30, 2008, as required by the Financial 

Institutions Reform, Recovery, and Enforcement Act of 1989, 12 U.S.C. § l82l(d)(3)-

(13) ("FIRREA"). As you know, if Plaintiffs did not file claims in the FDIC 

receivership by the December 30, 2008 claims bar date, then their claims are statutorily 

barred for failure to exhaust the administrative claims process mandated by FIRREA. 

FIRREA' s statutory bar would apply equally to any unexhausted claims that Plaintiffs 

might assert against either the FDIC or JPMC. If your records show that Plaintiffs did 

not file timely proofs of claim, please inform them that any claims based on prereceivership conduct are barred, just as you have informed others in recent 

correspondence. · · 

In the event Plaintiffs did submit a timely claim in the WMB 

receivership, we note that at the time of WMB' s closure, its books and records showed 

no such liability. (If you disagree, please identify where on WMB's books and records 

such a liability was reflected.) As you are aware, pursuant to the Agreement with the 

FDIC, JPMC acquired essentially all of the assets and assumed certain specified 

liabilities ofWMB. The liabilities assumed by JPMC were limited to those on WMB's 

"Books and Records," with a ~'Book Value," when WMB ·was closed. JPMC did not 

assume any WMB liabilities that did not bave a book value on WMB • s books and 

records at the time WMB was placed into receivership, nor did it assume, for those 

liabilities on WMB' s books and records, liability for any amounts in excess of such 

book value. Thus, any liability for conduct that precedes WMB 's closure remains with 

the FDIC. 
Federal Deposit Insurance Cmporation -3-

As you are aware from previous correspondence notifying you of the 

FDIC's indemnification obligations in other matters, the matters identified in this letter 

arc not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could resuli in claims for which indemnification is 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

(Enclosme) 

Cc: Lawrence N. Chanen 

Alia Lerner 

Annette Rizzi 

Joanna Jagoda 

(JPMorgan Chase Bank, N.A.) 

(via e-mail without enclosure) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

(with enclosure) 

Thomas R. Califano 

(DLA Piper LLP) 

(with enclosure) 

Sincere I 
SULLIVAN & CROMWELL LLP 

TEI..I:P!iONE; 1·3 !0·712.·6600 

FAC.!IIIIIILE; 1·31 0·7!2· 8800 

WWW.SULLCROM.COM 

PfJ:W YOJU( • f'ALO ALTO • W,o\8HlN~10Ht D.C. 

fJU,NKAIIIfl' • LOHDON • rA.RIS 

al.UJNG • HONQ: llONG • TOKYO 

M~LIOURNIE • liYDHD" 

July 3, 2013 

Via Federal Express 

Federal Deposit Insurance Corporation, 

Receiver of Washington Mutual Bank; Henderson, Nevada, 

1601 Bryan Street, Suite 1701, 

Dallas, TeXas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR- Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assumption Agreement Whole Bank, dated as of 

September 25, 2008 (the "Agreement") by and among the Federal Deposit Insurance 

Corporation in its corporate capacity ("FDIC Corporate") and as receiver (''FDIC Receiver" 

and, together with FDIC Corporate, "FDIC") and JPMorgan Chase Bank, N.A. (together with 

its subsidiaries and affiliates, "JPMC'~ relating to the resolution of Washington Mutual Bank, 

Henderson, Nevada ("WMB"). This letter supplements our prior indemnification notices and 

provides you with written notice of two additional matters for which JPMC is entitled to 

indemnification under Section .12.1 of the Agreement. · 

First, we previously notified you on May 3, 2013 of an investigation of 

former individuals involved in W:MB 's residential le.nding practices by the Office of · 

Comptroller of the Currency's Enforcement & Compliance Division ("OCC"). JPMC 

(b )(6) ecentl¥-f.ecei.:ved-a-lette·r-fri't f Wilson Sonsini Goodrich & Rosati, notifying 

(b)(6t................................ atthe . .OCChas .. s.ub .Ge:naedhisclient ............................ - .... the former I ... ... ... .. .(. .. ............ (b.).(§) 

(b)(6)............ , to testify in connection with that investigation. In his letter, 

(1:>)(8),,,,:;::::::::::::::::::::::::::: ....... ..emands .. thaUPMC..'~indemnify .. 1.................. lfor all ofbis defense fees and 

costs in connection with-this deposition and any further proceedings by the OCC, inCluding 

any enforcement actions commenced by it," based on the understanding that JPMC 

"assumed the indemnification obligations owed by WMB to its officers and directors when 

[JPMC] acquired certain assets and liabilities of WMB following its seizure by the FDIC in 

September 2008." Enclosed for your convenience is a copy of the letter and subpoena to 

(b )(6 ) ___ J. --- I JPMC has received similar verbal requests for indemnity in connection with 

the sam_e investirtion by the OCC from _counsel on behalf ofl ····-........ _l·and , .. .. ...... : .... (.!?.)(§..) 

(b)(6).. ........................... ( .... H •• HHH _both former officers, duectors and employees ofWMB. 
(b)(6) __ ..... 

Federal Deposit Insurance Corporation -2-

,....--------, JPMC is not aware of any claim filed b~ --------- ---- lor---- -- .. ... .(!?)(§.). 

..( ............ -................ lin the FDIC rec_eivership by the December 30, 2008 claims bar date, as required 

by the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, 12 U.S. C. 

§ 182l(d)(3) (13) ("FIRREA"). As you know, i~ ....................................... Iori ·········· J ............. (\:?)(§) 

did not file a claim in the FDIC receivership by the claims bar date, then any claim they may 

seek to assert against either the FDIC or JPMC based on their conduct or rights as officers, 

directors or employees of WMB prior to the receivership is statutorily barred for failure to 

exhaust the administrative claims process mandated by FIRJWA FJ:RRE~'s stah1t~rv bar ·· 

· :~~~ :'!:;:;:; :th":! =~~~ ;~~ :;:jur rcco::.;:ow~·~ i~;;~~i~;;;) (tJ)(QJ 

not file timely proofs of claim, we request that you immediately inform them that any claims 

against either the FDIC or JPMC are barred, just as you have informed certain taxing 

authorities that their claims are barred in recent correspondence. 

(b )(6 ) _______ u, the-ev.entl I od ldichubm-it-a-timely _ __(Ql@l 

(b)(6) 

claim in 'the WMB receivership (we would appreciate receiving copies if any were filed), we 

note that at the time ofWMB's closure, its books and records sh<?wed no such liability. (If 

you disagree, please identify where on WMB's books and records such a liability was 

reflected.) As you know, the liabilities assumed by JPMC were limited to those on W:MB's 

"Books and Records," with a ••Book Value," when WMB was. closed. JPMC did not assume 

any WMB liabilities that did not have a book value on WMB's books and records at the time 

WMB was placed into receivership, nor did it assume, for those liabilities on WMB 's books 

and records, liability for any amounts in excess of such book value. Thus, any liability for 

conduct that precedes WMB's closme remains with the FDIC . 

............................................ ........... Jnaddition,l ···· !(and preswnabl~ · · · · · · ~ .............. HH(!?)(§.) 

bases his indemnity claim on Article V, Section 1 ofWMB's Restated Bylaws. Since JPMC 

did not acquire WMB, but only its assets and certain specified liabilities of WMB, any 

indemnification obligations owed by WMB to its former officers and directors did not 

transfer to JPMC but instead remain with the FDIC as Receiver to WMB. 

To the extent iPMC incms liability, costs, and/or expenses in connection with 

(b )(6) ___ the demand f_or.inde.mnicy..eyb ----- IJPMC is entitled to 

indemnification by the FDIC pursuant to Section 12.1 of the Agreement In particular, Section 

l2_l(a)(4) provides an unequivocal right of indemnity in this situation. 

Second, we also previously informed you on May 3, 2013 of an investigation 

into WMB's pre-receivership conduct being conducted by the United States Attorney's office 

in the Eastern District of Pennsylvania. That investigation has continued, and while we remain 

uncertain who the investigation is targeting, JPMC is incwring substantial expense in 

responding to investigatory demands and it further appears that the investigation may seek to 

impose liability directly on JPMC for alleged malfeasance by WMB's officers, directors and 

employees prior to receivership. Again, we are not aware that any claim for such a liability 
Federal Deposit Insurance Corporation -3-

was made with the Receiver prior to the receivership bar date nor was any liability recorded on . . 

WMB's books and records at the time ofWMB's Closure. And in any event, JPMC would be 

unequivocally entitled to indenmity under Section 12.l(a)(4) ofthe Agreement for all of this· 

liability based upon alleged misconduct by WMB's former executives. In light of this, and· 

before this liability continues to accrue to the detriment of not only JPMC, but of the 

receivership and potentially the FDIC in its corporate capacity, we request that the FDIC reach 

out to the United States Attorney's office and explain the situation. I will follow up directly 

with Kathy Norcross on this request. 

As you are aware from previous correspondence notifying you of the FDIC's 

indemnification obligations in other matters, the matters identified in this letter are not 

intended to be exhaustive .or to constitute a statement that no other facts. have or may come 

. to our attention that could result in claims for which indemnification is provided, and we 

reserve the right to supplement this notice as additional facts or circumstances may arise. 

(Enclosure) 

Cc: Lawrence N. Chanen 

AllaLeiner 

Joanna Jagoda 

(JPMorgan Chase Bank, N.A) 

(via e-mail without enclosure) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

(with enclosure) 

Thomas R. Califano 

(DLA Piper LLP) 

(with enclosure) 

CJ 

!· 
SULLIVAN & CROMWELL LLP 

TELEPHONE: 1-310·712-6600 

rAC:SIMILE: I-3I0-71Z-8BOO 

WWW. S ULLCADM.COM 

Via Federal Express 

Federal Deposit Insurance Corporation, 

1888 {#'~ q.>~ $aat 

. ~4-~J rffaltjlw?Ua.90067-1726 

N'EW YOIU~ • f>At.O Al.TO • WA~HlNVYON 1 D.C. 

Bl:IJJNQ • HONGl<ONG •TOXYO 

August 23, 2013 

Receiver of Washington Mutual Bank, Henderson, Nevada, 

1601 Bryan Street, Suite 1701, 

Dallas, Texas 75201. 

Attention: Regional Counsel (Litigation Branch) & 

Deputy Director (DRR - Filed Operations Branch) 

Re: Indemnification Obligations 

Dear Sirs: 

We refer to the Purchase and Assu,mption Agreement Whole Bank, 

dated as of September 25, 2008 (the "Agreement") by and among the Federal Deposit 

Insurance Corporation in its corporate capacity ("FDIC Corporate") and as receiver 

("r'DIC Receiver" and, together with FDIC <;:orporate, "FDIC") and JPMorgan Chase 

Bank, N.A. (together with its subsidiaries and affiliates, "JPMC") relating to the 

resolution of Washington Mutual Bailk, Henderson, Nevada ("W~"). This letter 

supplements our prior indemnification notices and provides you with written notice of an 

additional matter for which JPMC is entitled to indcnmification under Section 12.1 of the 

Agreement. 

JPMC was recently made aware of a lawsuit entitled CMFG Life lnsur. 

Co. eta/. v. J.P. Morgan Securities, LLC eta/., Case No. 13-cv-580, located in the 

...... lJnjJ~4 ~!~~~-~-.Q!~tri~t ~9.~ ~or. ~e .W c.st~!.~ J?.!s.tri~tgfW.iscq!J:~il1,_~U:P.-:~~tly p~()ding 

before the Honorable William M. Conley. lbe lawsuit seeks rescission or rescissory 

damages, prejudgment interest, and compensatory damages based on a theory of unjust 

enrichment for actions or inactions by WMB and its subsidiary WaMu Capital Corp. in 

connection with the sale of eleven certificates in ten separate residential mortgagebacked securities offerings, all of which Plaintiffs purchased prior to the Agreement 

(Compl. ~,11, 140.) The complaint names JPMC as "successor-in-interest" to WMB, 

and states that "[WMB] directly participated in and exercised dominion and control 

over the business operations of[defendant} WaMu Capital.'' (Id ~~ 138, 597; see also 

~ 585-86_) Enclosed for your convenience is a copy ofthe complaint. 
Federal Deposit Insurance Corporation -2-

JPMC is not aware of any claim filed by Plaintiffs in the FDIC 

receivership by the December 30, 2008 claims bar date, as required by the :Financial 

Institutions Reform, Recovery, and Enforcement Act of 1989, 12 U.S.C. § 182l(d)(3) 

(13) ("FIRREA"). As you know, if Plaintiffs did not file a claim in the FDIC 

receivership by the claims bar date, then any claims they may seek to assert against 

either the FDIC or JPMC based on conduct by WMB or its subsidiaries prior to the 

receivership is statutorily barred for failure to exhaust the administrative claims 

process mandated by FIRREA. FIRREA's statutory bar would apply equally to any 

unexhausted claims that Plaintiffs might assert against either the FDIC or JPMC. If 

your records show that Plaintiffs did not file timely proofs of claim, we request that 

you immediately inform them that any claims against either the FDIC or JPMC are 

barred, just as you have informed certain taxing authorities that their claims are barred 

in recent correspondence. 

In the event Plaintiffs did submit a timely claim in the WMB 

receivership (we would appreciate receiving copies if any were filed), we note that at 

the time ofWMB's closure, its books and records showed no such liability. (If you 

disagree, please identify where on WMB's books and records such a liability was 

reflected.) As you know, the liabilities assumed by JPMC were limited to those on 

WMB's "Books and Records," with a "Book Value," when WMB was closed. JPMC 

did not assume any WMB liabilities that did not have a book value on WMB's books 

and records at the time WMB was placed into receivership, nor did it asswne, for those 

liabilities on WMB 's books and records, liability for any amounts in excess of such 

book value. Thus, any liability for conduct that precedes WMB' s closure remains with 

the FDIC. 

JPMC is advising you that the liability it incurs in connection with these 

claims, including the costs it incurs in defending against the claims as well as the amount 

of any settlement or adverse judgment, arc subject to indemnification by the FDIC 

pursuant to Section 12.1 of the Agreement. In addition, should JPMC decide to sett~e any 

of claims, the costs and expenses incurred by any such settlement would also be subject 

. ·- __ .... ______ _t_o_indemnification ... We understand the.FDIC.Re.ceiv.er.conscnts.toourdefending.and, if 

we deem it to be prudent, settling such claims. As you know, and as the FDIC has 

acknowledged in court, if the FDIC disclaims responsibility for any liabilities that may 

arise in connection with this action and instead asserts that Section 12 of the Agreement 

does not apply to any such liabilities, then the FDIC may not purport to exercise its rights 

to direct the defense of this action or determine whether to settle it. 

As you are aware from previous correspondence notifying you of the 

.FDIC's indemnification obligations in other matters, the matters identified in this letter 

arc not intended to be exhaustive or to constitute a statement that no other facts have or 

may come to our attention that could result in claims for which indemnification is 
Federal Deposit Insurance Corporation 

provided, and we reserve the right to supplement this notice as additional facts or 

circumstances may arise. 

(Enclosure) 

Cc: Lawrence N. Chanen 

Alia Lerner 

Annette Rizzi 

Joanna Jagoda 

(JPMorgan Chase Bank, N.A.) 

(via e-mail without enclosure) 

James Wigand 

David Gearin 

Kathryn Norcross 

(Federal Deposit Insurance Corporation) 

(with enclosure) 

Thomas R. Califano 

(DLA Piper LLP) 

(with enclosure) 

-3-

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