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t1215s

07/29/14 7:55 AM

#402438 RE: MikeJones8 #402422

MikeJones

Since U mentioned it

Insider Holders*
Most Recent Trans. Shares Owned
DAVIS EUGENE I
Director Acquisition (Non Open Market) Feb 10, 2014 ------------------------363,193 X 2.5 3.0 avg.pps =

GLOSSMAN DIANE BETH
Director Acquisition (Non Open Market) Feb 10, 2014 ------------------------313,193 "

GRAHAM TIMOTHY R
Director Acquisition (Non Open Market) Aug 13, 2013 ------------------------263,193 "

HOLLIDAY MARK E
Director Acquisition (Non Open Market) Aug 13, 2013 ---"

RENOFF MICHAEL J
Director Acquisition (Non Open Market) Feb 10, 2014 ------------------------313,193 "

SCHEIWE STEVEN D
Director Acquisition (Non Open Market) Aug 13, 2013 ------------------------263,193"

WILLINGHAM MICHAEL
Director Acquisition (Non Open Market) Feb 10, 2014 ----------- 347,696 "

And let us not forget !

Fees Earned or PAID IN CASH ////


Michael Willingham $163,125

Eugene I. Davis $130,000

Diane B. Glossman $111,250

Timothy R. Graham $108,750

Mark E. Holliday $126,250

Michael Renoff $110,000

Steve D. Scheiwe $118,750

P-20 of the last 10K

On October 18, 2012, WMIHC issued a total of 1,156,078 restricted shares of WMIHC’s common stock under the 2012 Plan to outside directors. On August 13, 2013, 686,273 restricted shares of WMIHC’s common stock were issued under the 2012 Plan to outside directors. The restricted shares vest in three equal installments commencing on the date of grant over a three year period (subject to continued service as a director through each vesting date and subject to certain stock ownership guidelines in which the director must at all times during service on the board hold shares of WMIHC’s stock equal to 50 percent of the aggregate number of shares awarded to the director as director compensation and that have vested, and such shares may not be sold without the prior approval of the Compensation Committee). Effective February 10, 2014, we increased the number of shares reserved and available for awards under our 2012 Plan from 2 million to 3 million shares of WMIHC’s common stock and issued 250,000 restricted shares to members of our Corporate Strategy and Development Committee and our Chairman, Michael Willingham. We issued these shares relying on Section 4(2) of the Securities Act, and Rule 506 of Regulation D thereunder

Director compensation has three components:

(1) annual cash retainer for board service;

(2) annual cash retainers based on committee chair positions and committee membership; and

(3) annual restricted stock grants. The annual cash retainer for board service was $100,000. Annual retainers for committee or chair service include:

(i) $10,000 for each non-Chair member of the Audit Committee;
(ii) $10,000 for each non-Chair member of the Corporate Strategy and Development Committee;
(iii) $5,000 for each non-Chair member of the Compensation Committee;
(iv) $5,000 for each non-Chair member of the Nominating and Corporate Governance Committee;
(v) $50,000 for being Chairman of the Board;
(vi) $25,000 for the Audit Committee Chair;
(vii) $25,000 for the Corporate Strategy and Development Committee Chair;
(viii)$12,500 for the Compensation Committee Chair and
(ix) $12,500 for the Nominating and Corporate Governance Committee Chair. All retainers were paid in quarterly installments, in advance, on the last day of the prior quarter. WMIHC also reimburses directors for their travel expenses for each meeting attended in person; however, reimbursement amounts are not included in the totals above.