Mr Cooper Group Inc (COOP)

[bkshadow]

GSA IS CASE LAW - BOLI/COLI

xoom

BK, since you seem to be on the "other" side, please answer this: Whaat happened to the BOLI COLI?

I'd like to answer that for you, even though you start out with an inference of some "other side." If that means the side that relies on information supported by documentation, versus speculation without basis, then thank you.

BOLI/COLI RESOLUTION

FIRST:

GLOBAL SETTLEMENT AGREEMENT

Page 34/79

Section 2.9. Non-Qualified Benefit Plans and Assets/Employee Issues.

(a) On and effective as of the Effective Date, and pursuant to
the 363 Sale and Settlement, (i) all assets in the Rabbi Trusts set forth on Exhibit “M”
hereto (the “JPMC Rabbi Trusts”), all BOLI/COLI policies and the proceeds thereof set
forth on Exhibit “N” hereto and all CCBI split dollar policies set forth on Exhibit “O”
hereto (the policies identified on Exhibits “N” and “O” hereto are sometimes hereinafter
collectively referred to as the “JPMC Policies”) and all rights thereunder shall be deemed
to be and forever determined to be the property of JPMC.

SECOND

EXAMINERS REPORT

Page 13/369

4. BOLl/COLI

The Settlement Agreement provides JPMC with BOLI/COLI, the value of which may
amount to as much as $5 billion. The BOLI/COLI were obtained to fund certain employee
benefit plans. Atypically, the value of the BOLI/COLI exceeds the corresponding liabilities by
as much as $5 billion. The Examiner concludes that the vast majority of the bank and corporate
owned life insurance belonged to WMB and was conveyed to JPMC when it bought the assets of
WMB from the FDIC Receiver. The Examiner is not aware of any pending claim asserting that
JPMC is not entitled to most of the value of BOLI/COLI.

Page 24/369

16 JPMC will also assume certain liabilities associated with these plans, but these liabilities are likely substantially
less than $1 billion.

THIRD

7TH PLAN OF REORGANIZATION - CONFIRMED
Page 16/1061

On September 13, 2011, the Bankruptcy Court entered an Opinion [D.I. 8612] (the
“September Opinion”)7 and related order [D.I. 8613] (the “September Order”) that, among other things:
(i) found that the Bankruptcy Court has jurisdiction to approve the Global Settlement Agreement8
(September Opinion at 16, 22-23); (ii) reaffirmed its conclusion that the Global Settlement Agreement
and all the transactions contemplated therein, including the settlement with holders of WMB Senior Notes
discussed in Section V.B.5.g(i) hereof, are fair and reasonable (id. at 26, 35, 101); (iii) ordered that its
ruling with respect to the Global Settlement Agreement constitutes the “law of the case” (id. at 27); (iv)
overruled objections that the Modified Sixth Amended Plan was not proposed in good faith (id. at 73); (v)
denied confirmation of the Modified Sixth Amended Plan, but identified certain modifications that, if
incorporated, would permit confirmation thereof, as set forth in more detail in Section I.H.1 hereof; and
(vi) directed certain parties to mediation (id. at 138), as discussed in more detail in Section I.E below.9

7TH PLAN OF REORGANIZATION - CONFIRMED
Page 107/1061

(iii) Transfer of Assets to JPMC

Pursuant to the Global Settlement Agreement, WMI, WMI Investment, Ahmanson
Obligation Company, H.S. Loan Corporation, WAMU 1031 Exchange, WMMRC, WM Citation
Holdings, LLC, WMI Rainier LLC and Washington Mutual Capital Trust 2001 (collectively, the “WMI
Entities”), the FDIC Receiver and the Receivership, will sell, transfer, and assign (or cause to be sold,
transferred or assigned) to the JPMC Entities, and the JPMC Entities will acquire, pursuant to the Seventh
Amended Plan and sections 363 and 365 of the Bankruptcy Code, free and clear of all liens, Claims and
encumbrances, or otherwise waive and relinquish any and all right, title and interest any of the WMI
Entities, the FDIC Receiver and the Receivership may have in the following assets, each of which is
described in detail herein: (i) the Trust Preferred Securities, (ii) the Washington Mutual, Inc. Flexible
Benefits Plan (the “Medical Plan”) and any checks made out to or received by WMI or otherwise for the
benefit of the Medical Plan including pharmacy rebates in connection with contracts associated with the
Medical Plan which includes uncashed checks in an amount equal to the pharmacy rebates received by the
WMI Entities from and after the Petition Date currently estimated to be approximately $776,000, (iii)
those certain JPMC Rabbi Trusts, set forth in the Global Settlement Agreement and the Seventh Amended
Plan, and certain JPMC Policies (i.e., BOLI/COLI policies and the proceeds thereof), as identified in the
Global Settlement Agreement and as defined in the Seventh Amended Plan, (iv) the two defined benefit
plans sponsored by WMI, the WaMu Pension Plan (the “WaMu Pension Plan”) and the Retirement
Income Plan for the Salaried Employees of Lakeview Savings Bank (the “Lakeview Pension Plan” and,
together, the “Pension Plans”) and all of WMI’s interest in the assets contained in any Pension Planrelated
trusts or assets that are otherwise associated with such plans (subject to the correction and
satisfaction of certain potential defects and remediation obligations, as set forth in the Global Settlement
Agreement), (v) the proceeds of litigation commenced by Anchor Savings Bank FSB, described herein,
(vi) the Visa Shares and the VISA Strategic Agreement (as defined in the Global Settlement Agreement),
(vii) certain intellectual property identified in the Global Settlement Agreement and as described below,
(viii) WMI Investment’s indirect membership interest in a portfolio holding company, JPMC Wind
Investment Portfolio LLC, which owns an Equity Interest in certain wind investment projects, discussed
below, (ix) certain bonds issued by certain insurance or bonding companies on behalf of WMB and FSB,
pursuant to that certain general agreement of indemnity, dated as of June 14, 1999, executed and
delivered by WMI, and (x) certain Tax Refunds (as discussed herein and as set forth in Section 2.4 of the
Global Settlement Agreement), in each case, free and clear of all liens, Claims, interests and
encumbrances, except for any Claim that is an Allowed JPMC Assumed Liability.