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Re: BigBang post# 367376

Monday, 03/26/2012 10:10:07 AM

Monday, March 26, 2012 10:10:07 AM

Post# of 730034
Big and others, here you go.

As of the time the Plan became effective on the Effective Date, Alan Fishman, Stephen Frank, Phillip Matthews, Michael K. Murphy, Regina T. Montoya, Margaret Osmer McQuade, William G. Reed, Jr., Orin Smith and James H. Stever resigned as directors of the Company pursuant to the Plan. At the time of their resignations, Alan Fishman, Stephen Frank, Margaret Osmer McQuade and James Stever ceased to be members of the Company’s Operations Committee, which was dissolved as of the time the Plan became effective on the Effective Date.

(b) As of the time the Plan became effective on the Effective Date, Alan Fishman, the Company’s chief executive officer, Robert Williams, the Company’s president, William Kosturos, the Company’s chief restructuring officer and John Maciel, the Company’s chief financial officer, each resigned from any and all positions they held with the Company.

(c) On the Effective Date, the Company appointed Charles Edward Smith as the Company’s Interim Chief Executive Officer. In addition, Mr. Smith currently holds the titles of President, Interim Chief Legal Officer, Secretary and Executive Vice President. On the Effective Date, Mr. Smith, age 42, also became an employee and officer of WMI Liquidating Trust (described above). Prior to the Effective Date and since November 2008, Mr. Smith served as an officer of the company, and since February 2009, as the general counsel, executive vice president and secretary of the Company. From November 2002 to September 2008, Mr. Smith was employed by WMB, a savings and loan association that was a wholly-owned subsidiary of the Company until March 16, 2012, serving as assistant general counsel and team lead-corporate finance for part of that time. In September 2008, following the Office of Thrift Supervision’s closure of WMB, the receivership of WMB by the Federal Deposit Insurance Company, and the eventual sale of substantially all of the assets of WMB to JPMorgan Chase Bank, N.A. (“JPMC”), a banking and financial services company, Mr. Smith became an employee of JPMC from September 2008 to November 2008. Pursuant to the currently contemplated terms of the Transition Services Agreement, as disclosed in Item 1.01 of this Current Report on Form 8-K, the Company will reimburse WMI Liquidating Trust for a portion of Mr. Smith’s compensation from WMI Liquidating Trust in return for up to 40 hours per month of Mr. Smith’s services as an executive with the Company.

(d) As of the effective time of the Plan on the Effective Date, Eugene Davis, Timothy R. Graham, Diane B. Glossman, Mark Holliday, Michael Renoff, Steven D. Scheiwe and Michael Willingham became directors of the Company pursuant to the terms of the Plan (the “New Board of Directors”). On the Effective Date, the New Board of Directors elected Mr. Willingham as Chairman of the New Board of Directors. Also on the Effective Date, the New Board of Directors established an audit committee comprised of Mark Holliday, Steven D. Scheiwe and Michael Willingham, a compensation committee comprised of Eugene Davis, Steven D. Scheiwe and Timothy R. Graham, and a corporate strategy and development committee comprised of Diane Glossman, Eugene Davis, Timothy R. Graham and Michael Renoff. Pursuant to the Plan, the lenders party to the Financing Agreement selected Mr. Davis to the New
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