RE: WAMU | HERE IS THE CONFIDENTIAL 112 PAGE PURCHASE & ASSUMPTION AGREEMENT BETWEEN FDIC, CHASE

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Division of Resolutions and Receiverships Institution Numer: 10015 Insti tution Location: Henderson, NV Washington Mutual Bank Closing Book Date of Closing: September 25, 2008 Confidential Information Confidential Information Transaction Recap Washington Mutual Bank Henderson, NV In all the transactions offered by the FDIC, the Whole Bank Purchase and Assumption Agreement will be tailored to the winning bid. In all transactions, all assets are purchased by the acquirer and the preferred stock is excluded from the transaction. The legal documents will be the governing documents for this transaction. The FDIC is offering five alternative transaction structures: 1. All liabilities are assumed except the preferred stock. 2. All liabilities are assumed, except the preferred stock and the subordinated debt. 3. All liabilities are assumed except the preferred stock, the subordinated debt and the senior debt. 4. All deposits and secured liabilities are assumed by the acquirer. 5. All insured deposits and secured…

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