IN UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

---------------------------------------------------------x : In re: :

: :

WASHINGTON MUTUAL, INC., et al.,1 : : : Debtors. : : ---------------------------------------------------------x

Chapter 11 Case No. 08-12229 (MFW) Jointly Administered Objection deadline: February 16, 2010 at 4:00 p.m. Hearing Date: February 22, 2010 at 3:00 p.m.

APPLICATION OF THE OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS FOR AN ORDER AUTHORIZING THE EMPLOYMENT AND

RETENTION OF VENABLE LLP AS ITS COUNSEL PURSUANT TO 11 U.S.C. § 1103, NUNC PRO TUNC TO JANUARY 11, 2010

The Official Committee of Equity Security Holders (the “Committee”) appointed

in the above-captioned chapter 11 case of Washington Mutual, Inc., et al. (the “Debtors”),

submits this application (the “Application”) for entry of an Order, pursuant to 11 U.S.C. § 1103,

Fed. R. Bankr. P. 2014 and Del. Bankr. L.R. 2014-1, authorizing the employment of the law firm

of Venable LLP (“Venable”) as counsel for the Committee. In support of the Application, the

Committee relies upon the Verified Statement of Gregory A. Cross (the “Verified Statement”)

attached hereto and incorporated herein by reference, and respectfully represents as follows:

JURISDICTION AND VENUE

1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C.

§ 1334. This is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). Venue of this

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are:

(i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp. (5395). The Debtors’ principal offices are located at 1301 Second Avenue, Seattle, Washington 98101.

2

chapter 11 case in this district is proper under 28 U.S.C. §§ 1408 and 1409.

2. The statutory predicates for the relief requested herein are 11 U.S.C.

§ 1103, and Fed. R. Bankr. P. 2014, and Del. Bankr. L.R. 2014-1.

BACKGROUND

3. On September 26, 2008 (the “Petition Date”), the Debtors filed voluntary

petitions under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The

Debtors are authorized to continue to operate their businesses and manage their properties as

debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. No trustee or

examiner has been appointed in this case.

4. On January 11, 2010, the United States Trustee appointed the following

members to the Committee: (1) Dorothea Barr; (2) Esopus Creek Value, LLC; (3) Kenneth I.

Feldman; (4) Tyson Matthews; (5) Joyce M. Presnall; (6) Saul Sutton; and (7) Michael

Willingham.

5. The Committee has selected Venable to serve as its counsel in this above-

captioned case.

RELIEF REQUESTED

6. Through this Application, the Committee seeks authority to employ

Venable as its counsel effective as of January 11, 2010, the date of the appointment of the

Committee.

VENABLE IS WELL QUALIFIED TO REPRESENT THE COMMITTEE

7. With offices in California, Maryland, New York, Virginia, and

Washington, D.C., Venable is a nationally recognized law firm with extensive experience and

expertise in bankruptcy and reorganization proceedings. The Committee has selected Venable to

3

represent it and perform services for the Committee in connection with carrying out its fiduciary

duties and responsibilities under the Bankruptcy Code consistent with section 1103(c) and other

provisions of the Bankruptcy Code.

8. Attorneys at Venable have extensive experience and a national reputation

in bankruptcy and reorganization proceedings. Through Venable, the Committee will have the

benefit of such knowledge and experience, as well as the ability to call upon other attorneys

within Venable with expertise in other specialized areas of law including corporate and securities

law, tax, banking, finance, real estate, government contracts, legislative affairs, technology,

telecommunications, energy, transportation, bioscience, pharmaceuticals, intellectual property,

and labor and employment law.

9. Venable’s bankruptcy and creditors’ rights attorneys have a wealth of

experience in complex national bankruptcy cases, corporate reorganizations, workouts and

related litigation. Attorneys at Venable have been involved in a wide range of matters including

the representation of debtors, creditors’ committees and trustees in significant Chapter 11 cases

in Maryland, New York, Virginia, the District of Columbia and Delaware. Venable has been

involved in noteworthy cases including representing the Official Committee of Unsecured

Creditors of Howard Delivery Services, Inc. in a successful petition for certiorari to the U.S.

Supreme Court in a case involving the priority status of unpaid workers’ compensation liability

insurance premiums.2 Venable attorneys have represented various creditors, creditors’

committees, and lenders in the Chapter 11 cases of, among others, Alamo National Rental Car,

General Growth Properties, Inc., Lehman Brothers Holdings, Inc., Magna Entertainment

Corporation, DBSI, Inc., Kmart, Inc., Glasstech Holdings, Inphomation Communications, Inc.,

2 Howard Delivery Service, Inc. v. Zurich American Ins. Co., 547 U.S. 651 (2006).

4

the operator of the Psychic Friends Network, Geonex Corporation, and the Driggs Corporation.

Venable has served as debtor’s counsel in the Chapter 11 cases of, among others, USA Floral

Products, Inc., CRIIMI MAE, Inc., Thornburg Mortgage, Inc., Iridium Operating LLC, and

US Office Products Company. Additionally, Venable served as special litigation counsel for

Enron Corp. (now known as Enron Creditors Recovery Corp.) in the Enron bankruptcy case.

10. Subject to this Court’s approval, Venable will charge the Committee for

its legal services on an hourly basis, recorded in tenths (1/10th) of an hour increments, plus

reimbursement of actual and necessary expenses incurred by Venable, at cost or based on

formulas that approximate the actual cost where the actual cost is not easily ascertainable. In the

normal course of business, Venable revises its hourly rates from time to time to reflect economic

and other conditions. Venable’s current customary hourly rates, subject to change from time to

time, for the persons currently anticipated to be involved in this engagement, range from $465.00

to $725.00 for partners, $295.00 to $425.00 for associates and $185.00 to $245.00 for paralegals.

Because the fees: (a) are based on hourly rates and will correspond to the degree of effort

expended on the Committee’s behalf; and (b) are Venable’s usual and customary rates for

services of this nature, Venable believes, and therefore avers, that the terms and conditions of

Venable’s employment are reasonable.

11. In addition to the hourly rates set forth above, Venable customarily

charges its clients for all costs incurred, including photocopying charges, long distance telephone

calls, outgoing facsimile transmissions, messengers, courier mail, computer assisted legal

research, overtime meals, transportation, travel, lodging, meal charges for travel and business

meetings, printing, transcripts, court fees, document retrieval and similar items. As such,

Venable will be seeking reimbursement of all such charges incurred with respect to or on behalf

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of the Committee, consistent with this Court’s Local Rules. The Committee has been advised

that Venable will use every effort to staff the engagement in a cost-effective manner, including

utilizing the firm’s paralegal assistants to handle those aspects of this case that can best be

managed by a paralegal.

12. Venable intends to apply to this Court for periodic allowances of

compensation and reimbursement of costs in accordance with the applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules and general orders of this Court.

VENABLE IS A “DISINTERESTED PERSON”

13. To the best of the Committee’s knowledge, information, and belief, and as

confirmed by Venable in the Verified Statement submitted herewith, Venable does not hold any

interest adverse to the Debtors’ estate and, while employed by the Committee, will not represent

any person having an adverse interest in connection with this case. Further, based upon the

Verified Statement, the Committee believes Venable is a “disinterested person” as such term is

defined in section 101(14) of the Bankruptcy Code.

14. As set forth in the Verified Statement, Venable may have in the past

represented, or may currently represent, in matters wholly unrelated to this case, certain entities

and other parties in interest who may have some connection to this chapter 11 case or to the

Debtors. To the best of the Committee’s knowledge, information and belief based upon the

Verified Statement, consistent with section 1103(b) of the Bankruptcy Code, Venable does not

represent any other entity having an adverse interest in connection with the case that would

preclude it from acting as counsel to the Committee.

15. The Committee believes that the employment of Venable is necessary and

in the best interests of the estate, enabling the Committee to carry out its fiduciary duties owed to

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: WASHINGTON MUTUAL, INC., et al.1,

Debtors.

) ) ) ) ) ) )

Chapter 11 Case No. 08-12229 (MFW) Jointly Administered Objection Deadline: February 16, 2010 at 4:00 p.m. Hearing Date: February 22, 2010 at 3:00 p.m.

NOTICE OF APPLICATION

The Official Committee of Equity Security Holders (the "Committee"), by and through its

undersigned proposed counsel, has filed its Application for an Order Authorizing the

Employment and Retention of Venable LLP as its Counsel Pursuant to 11 U.S.C. §§ 1103,

Nunc Pro Tunc to January 11, 2010 (the "Application").

You are required to file a response, if any, to the Application on or before February 16,

2010 at 4:00 pm. (ET).

At the same time, you must serve a copy of the response upon movant's attorneys:

Gregory A. Cross, Esquire VENABLE LLP

750 East Pratt Street, Suite 900 Baltimore, MD 21202

Jorian L. Rose, Esquire VENABLE LLP

Rockefeller Center 1270 Avenue of the Americas

Twenty-Fifth Floor New York, NY 10020

A HEARING ON THIS MATTER WILL BE HELD ON FEBRUARY 22, 2010 at 3:00

P.M. BEFORE THE HONORABLE MARY F. WALRATH AT THE UNITED STATES

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, are:

(i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp. (5395). The Debtors' principal offices are located at 1301 Second Avenue, Seattle, Washington 98101.

2

BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH

FLOOR, WILMINGTON, DELAWARE, COURTROOM NO. 4.

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT

MAY GRANT THE RELIEF REQUESTED WITHOUT FURTHER NOTICE OR HEARING.

Dated: January 27, 2010

BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP

By: /s/ Bradford J. Sandler

Bradford J. Sandler, Esquire (No. 4142) 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 (302) 442-7010 (telephone) (302) 442-7012 (facsimile) bsandler@beneschlaw.com

Proposed Counsel to the Official Committee of Equity Security Holders

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

-------- --- --- --- - --- ------- ---------- --- --- ------ ------- )(

In re:Chapter 11

WASHINGTON MUTUAL, INC., et al., i Case No. 08-12229 (MFW)

(Jointly Administered)Debtors.

---- -- -- - -- --- ---- -- - ------ ------ ---- - --- --- ---- -- - ------ )(

VERIFIED STATEMENT OF GREGORY A. CROSS IN SUPPORT OF THEAPPLICATION OF THE OFFICIAL COMMITTEE OF EQUITYSECURITY HOLDERS FOR AN ORDER AUTHORIZING THE

EMPLOYMENT AND RETENTION OF VENABLE LLP AS ITS COUNSELPURSUANT TO 11 U.S.c. § 1103, NUNC PRO TUNC TO JANUARY 11,2010

STATE OF MARYLAND )) SS:

CITY OF BALTIMORE )

Gregory A. Cross, Esquire, being first duly sworn, deposes and declares under penalty of

perjury:

1. I am a member of the law firm of Venable LLP ("Venable"), and I am authorized

to make this verified statement (the "Verified Statement") on its behalf. My firm maintains

offices for the practice of law at, among other places, 750 East Pratt Street, Suite 900, Baltimore,

Maryland 21202, and 1270 Avenue of the Americas, 25th Floor, New York, New York 10020. I

submit this Verified Statement in support of the Application of the Offcial Committee of

The Debtors in these chapter I I cases, along with the last four digits of each Debtor's federal tax identification number, are:(i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp. (5395). The Debtors' principal offces are located at130 I Second A venue, Seattle, Washington 9810 i.

Equity Security Holders of Washington Mutual Inc., et al. (the "Committee") for an Order

Authorizing the Committee to Employ Venable LLP as its Counsel Pursuant to 11 U.S.C.

§ 1103, Fed. R. Bank. P. 2014 and DeL. Banr. L.R. 2014-1, Nunc Pro Tunc to January 11,2010

(the "Application").

2. This Verified Statement is given in part on personal knowledge and in part on

information and belief based on discussions with attorneys and employees at Venable whom I

consider reliable for the purposes of the matters discussed, and in part on reviewing records

provided to me by Venable colleagues and employees.

3. With offices in California, Maryland, New York, Virginia, and Washington, D.C.,

Venable employs appro)(imately 550 attorneys and is a nationally recognized law firm with

e)(tensive e)(perience and e)(pertise in (a) bankptcy and reorganization proceedings, and (b) a

wide variety of other commercial and litigation matters. The firm is well qualified to represent

the Committee in this chapter 11 case.

4. To ascertain Venable's "connections," as that term is used in Bankruptcy

Rule 2014,2 with the Debtors and other parties-in-interest herein, Venable (a) reviewed a list of

parties in interest, including the Debtors, their 20 largest unsecured creditors, certain offcers and

directors for the Debtors for last 3 years, certain non-debtor subsidiaries and parties to pending

litigation involving the Debtors and the members of the Committee identified on E)(hibit 1 hereto

(the "Initial Conflicts Check"),3 and (b) distributed a memorandum to all Venable attorneys and

2 To the best of my knowledge, the term "connection" as used in Bankruptcy Rule 2014 and the proper scope of a

professional's search for a "connection" have not been defined and it is, therefore, uncertain what this Court may consider tobe a "connection" that requires disclosure. Out of an abundance of caution, this verified statement discloses many thingsthat I believe are not disqualifying under either section I I 03 of the Bankruptcy Code or applicable standards of professionalconduct.

3 As part of that review, Venable compared the Initial Conflicts Check list with the names of its current and former clients inits electronic database. This database generally includes the name of each client of Venable and the names of each partyknown to be adverse or potentially adverse.

2

other employees asking whether they were aware of any connections with the Debtors and/or the

Office of the United States Trustee. For purposes of that inquiry and this Verified Statement, an

entity is referred to herein as (i) a "Current Client" if Venable has any open matters for such

entity or a known affliate of such entity and attorney time charges have been recorded on any

such matters on or after September 26, 2006, and (ii) a "Former Client" if Venable represented

such entity or a known affiiate of such entity on or after September 26, 2006 based upon

recorded attorney time charges on a matter, but all matters for such entity or any known affiiate

of such entity have been formally closed.

5. Based upon the results of the above-described inquiry and conflct check, to the

best of my knowledge and information Venable (i) does not hold or represent any interest

adverse to the Debtor's estate, (ii) is a "disinterested person" as that term is defined in section

101(14) of the Bankptcy Code, and (iii) has no "connections" with the Debtors, their creditors

or other parties in interest, their respective attorneys and accountants, the United States Trustee,

or any person employed by the United States Trustee other than as set forth below:

(a) Washington Mutual, Inc. ("WMI") is a Former Client with respect tomatters unrelated to these cases. No attorney time was recorded afterOctober 6, 2006.

(b) Akin Gump Strauss Hauer & Feld LLP is a Former Client with respect tomatters unrelated to the Debtors.

(c) Cognizant Technology Solutions is a Former Client with respect to mattersunrelated to the Debtors.

(d) The Federal Deposit Insurance Corporation is a Former Client with respect

to matters unrelated to the Debtors.

(e) Ellott Associates LP is a Former Client with respect to regulatory advice

from November of2008 and February of2009 in connection with thereceivership for Washington Mutual Bank.

(f) Simpson Thacher & Bartlett LLP is a Former Client with respect tomatters unrelated to the Debtors.

3

(g) The Bank of New York is a Current Client with respect to mattersunrelated to the Debtors.

(h) EMC is a Current Client with respect to matters unrelated to the Debtors.

(i) Fidelity National Information Services, Inc. is a Current Client with

respect to matters unrelated to the Debtors.

(j) Grant Thornton LLP is a Current Client with respect to matters unrelatedto the Debtors.

(k) Kurtzman Carson Consultants LLC. is a Current Client with respect tomatters unrelated to the Debtors.

(1) Law Debentures is a Current Client with respect to matters unrelated to theDebtors.

(m) McKee Nelson LLP is a Current Client with respect to matters unrelated tothe Debtors.

(n) Pitney Bowes is a Current Client with respect to matters unrelated to theDebtors.

(0) Verizon is a Curent Client with respect to matters unrelated to the

Debtors.

(p) Wells Fargo Ban, National Association and affliates are Current Clientsof the Firm with respect to matters unrelated to the Debtors.

(q) A member of the Committee, Michael Wilingham, has served as ane)(pert witness for several clients of Venable with respect to mattersunrelated to the Debtors.

(r) Venable attorneys or other employees may have or have had an account,

mortgage loan, credit card or other relationships with Washington MutualBank.

(s) A Venable staff employee holds publicly-traded stock of WMI either

directly or through a 401(k) plan.

(t) Several Venable attorneys have served or are now serving as Chapter 7 or

Chapter 11 Trustees appointed by the United States Trustee in the Districtof Maryland and in the Southern District of New York.

(u) The Debtors and other parties have retained and may in the future retainvarious professionals during these cases. Venable has or may havepreviously worked and wil continue to work with these professionals on

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various representations, at times representing parties with similar interestsor parties with adverse interests.

(v) As part of its practice, Venable appears in cases, proceedings and

transactions involving many different creditors, shareholders, attorneys,accountants, financial advisors, investment baners and other entities,some of which may be or may represent claimants and paries in interest inthese cases. Venable does not represent any such entity in connectionwith the pending cases or have a relationship with any such entity orprofessional which would be adverse to the Debtors. Venable, however,may represent in the future parties in interest in these cases in matterswholly unrelated to these cases. Venable wil not represent any entityother than the Committee in these cases.

6. The annual fees for each of last two calendar years paid to Venable by each

of the entities identified in paragraph 5 as a Current Client or a Former Client did not

e)(ceed 1 % of the annual gross revenue of Venable.

7. It is possible that Venable, despite reasonable efforts to discover "connections" as

described above, does have "connections" with creditors, directors, offcers, equity security

holders or paries-in-interest not disclosed in this Verified Statement. I am not aware, however,

of any connections not disclosed. If I become aware of any additional connections, I wil

supplement this Verified Statement.

8. Subject to this Court's approval, Venable wil charge the Committee for its legal

services on an hourly basis, recorded in tenths (1/1 oth) of an hour increments, in accordance with

its ordinary and customary rates in effect on the date such services are rendered and submits that

such rates are reasonable. Venable wil seek reimbursement for all costs incurred, including

photocopying charges, long distance telephone calls, outgoing facsimile transmissions,

messengers, courier mail, computer assisted legal research, overtime meals, transportation,

travel, lodging, meal charges for business travel and meetings, printing, transcripts, court fees,

document retrieval and similar items. As such, Venable wil be seeking reimbursement of all

5

such charges incurred with respect to or on behalf of the Committee, consistent with this Court's

Local Rules.

9. No promises have been received by Venable, nor by any partner or any associate

of Venable, as to compensation in connection with this case other than in accordance with

section 504 of the Bankuptcy Code. Neither Venable, nor any partner or any associate of

Venable, has any agreement with any other entity to share with such entity any compensation

received by Venable in connection with this case

10. By reason of the foregoing, I believe that Venable is eligible for employment by

the Committee pursuant to section 1103 of the Bankuptcy Code and the applicable Bankptcy

Rules.

Dated: January;;, 2010.

SWORN TO AND SUBSCRIBED BEFORE ME, this :i 1 day of January, 2010.

d~~'4Notary Public 7

My commission e)(pires: f- ,2.s-~l) ii

6

EXHIBIT 1

Debtors

Washington Mutual, Inc.WMI Investments Corp.

Non-Debtor, Non-Banking Subsidiaries

WM Aircraft Holdings LLCHS Loan Parners LLCSutter Bay Associates LLCSutter Bay CorporationAhmanson GGC LLCAhmanson Residential 2Washington Mutual Finance Group LLCFlower Street CorporationACD3Riverpoint Associates

WMHF A Delaware Holdings LLCGreat Western Service Corporation TwoAhmanson Obligation CompanyACD2Ahmanson Residential DevelopmentB.S. Loan CorporationWM Citation Holdings, LLCAhmanson Developments, Inc.WMI Rainier LLCPCA Asset Holdings LLC

Non-Debtor, Banking Subsidiaries

110 East 42nd Operating Company, Inc.620-622 Pelhamdale A venue Owners CorporationAccord Realty Management CorporationAhmanson Land CompanyAhmanson Marketing, Inc.Bryant Financial CorporationCalifornia Reconveyance CompanyCCB Capital Trust IVCCB Capital Trust IXCCB Capital Trust VCCB Capital Trust VICCB Capital Trust VIICCB Capital Trust VIII

Commercial Loan Partners L.P.Cranbrook Real Estate Investment TrustCRP Properties, Inc.Development, Inc.Dime Capital Partners, Inc.Dime Mortgage of New Jersey, Inc.ECP Properties, Inc.F.C. LTD.FA California Aircraft Holding Corp.FA Out-of-State Holdings, Inc.Great Western FS Corporation, Inc.H.F. Ahmanson & CompanyHarmony Agency, Inc.HCP Properties Holdings, Inc.HCP Properties, Inc.HFC Capital Trust 1HHP Investment, LLCHMP Properties, Inc.Home Crest Insurance Services, Inc.Irvine Corporate Center, Inc.Ladue Service CorporationLong Beach Securities Corp.Marion Insurance Company, Inc.Mats Mats Bay BPS, LtdMid Country Inc.Murphey Favre Properties, Inc.NAMCO Securities Corp.Neah Bay BPS Holdco, Inc.Nickel Purchasing Company, Inc.Norstar Mortgage Corp.North Properties, Inc.Pacific Centre Associates LLCPacoima Investment Fund I, LLCPike Street Holdings, Inc.Plainview Inn, Inc.Providian Bancorp ServicesProvidian Services CorporationProvidian Services LLCProvidian Technology Services Private LimitedRivergrade Investment Corp.

Robena Feedstock LLCRobena LLCSavings of America, Inc.Seafair Securities Holding Corp.Second and Union LLCSeneca Funding (UK) Limited

2

Sivage Financial Services LLCSoundBay Leasing LLCStockton Plaza, IncorporatedThe E-F Battery Accord CorporationWaMu 1031 E)(changeWaMu Asset Acceptance Corp.WaMu Capital Corp.WaMu Insurance Services, Inc.WaMu Investments, Inc.Washington Mutual - Seattle Art Museum Project Owners AssociationWashington Mutual Asset Securities Corp.Washington Mutual Brokerage Holdings, Inc.Washington Mutual Capital Trust 2001Washington Mutual CommunityWashington Mutual Mortgage Securities Corp.Washington Mutual Preferred Funding LLCWashington Mutual Trade Service LimitedWashington Mutual, Inc.Western Service Co.WM Asset Holdings Corp.WM Enterprises & Holdings, Inc.WM Funds Disbursements, Inc.WM Marion Holdings, LLCWM Mortgage Reinsurance Company, Inc.WM Specialty Mortgage LLCWM Winslow Funding LLCWMB Baker LLCWMB St. Helens LLCWMBF A Insurance Agency, Inc.WMFS Insurance Services, Inc.WMGW Delaware Holdings LLCWMICC Delaware Holdings LLCWMRP Delaware Holdings LLCYellowstone Venture, Inc.Washington Mutual BankWashington Mutual Bank fsb

Current and Former DirectorslManagers (up to three years)

Stephen E. FrankAlan H. FishmanDavid BondermanMichael K. MurphyWiliam G. Reed

James H. SteverPhilip D. Matthews

3

Margaret Osmer-McQuade

Current and Former Officers (up to 3 years)

Alfred R. BrooksAlison WatsonAndrea RadosevichAngela D. VekslerAnna GriffelAnthony F. VuotoAnthony T. MeolaBil Murray

Bil Steinmetz

Brandon L. VarnadoreBrenda G. EckCarey M. BrennanCasey M. Nault

Catharine E. KilienCharles E. Smith IIIChristen L. ZZ-BluntChristopher J. BellaviaCinzia A. Keller

Colin Eccles

Craig E. TallCurt BrouwerDamir PekusicDana N. GreenDaniel P. LearyDaryl D. DavidDavid BeckDavid C. SchneiderDavid G. MurphyDavid M. CoultasDebora D. HorvathDeborah BrignacDeveri M. RayDon L. RigsbeeDoreen A. LoganDottie 1. JensenDouglas G. WisdorfElizabeth A. ProctorElizabeth PepperErik E. StromEunhee C. SumnerF ergal StackFernando Hemandez

4

Frank Vella, JrFran W. Baier

Glen D. SimecekGreg CamasGreg Sayegh

Gregory CornickGwendolyn Y. AustinHarold HolbrookHuey-Jen ChiuJake D. DomerJames B. CorcoranJames GorzalskiJan L. OwenJanquelin F. SchragJarrod M. BoneJason R. EakerJeffrey W. GideonJim Gorzalski

Joan 1. OldsJocelyn Tate

John C. BerensJohn E. RobinsonJohn F. RobinsonJohn F. WoodsJohn P. McMurayJoyce M. RaidleKaren CrandallKathleen E. BurtonKelly K. LivingstonKelly P. WilsonKenneth KidoKimberly A. CannonKimberly S. MathysKurt SchumacherLaurie K. HansonLinda O'Brien

Mark A. ReinhardtMartha V. BaggsMatthew "Scott" GaspardMelba A. BarteisMelissa 1. BallengerMichael A. ReynoldsonMichael S. SolenderMichelle McCarthyMiguel P. SuazoMonica 1. Berger

5

Nandita BakhshiNelda SozaNerminka HasanicNicole GonzalezOretha C. BrooksPatricia SchultePeter FreilingerPia JorgensenRandy MelbyRenee T. JohnsonReza AghamirzadehRichard BlunckRichard CareagaRobert "Rob" H. MooreRobert C. BjorklundRobert J. WiliamsShannon L. MacklinSophie H. HumeStephen FortunatoStephen J. RotellaSteve BrintonSteve K. Stearns

Steven AudinoStewart M. LandefeldSusan JacksoSusan R. TaylorSuzanne M. KrahlingSvetlana V. KhomutovaTandrea D. MatthewsThomas CaseyThomas E. MorganThomas M. SchiefferThomas W. CaseyTim M. ClearyTodd H. BakerVincent HuiVirginia DoolenWeijia WuWiliam L. LynchY olandra Johnson

Significant StockholderslInvestors

TPG Capital

6

Secured Creditors

Information Leasing CorporationGeneral Electric Capital CompanyKey Equipment Finance, a division of Key Corporate Capital Inc.General. Electric Capital CorporationFleet Business Credit, LLCEMC Corporation DDI Leasing, Inc.Pitney Bowes Credit CorporationCharlette SneedNancy Lloyd

CIC Works IncKimberly Henn

Top 30 Unsecured Creditors

Bank of New York MellonLaw Debenture Trust Company of New YorkWells Fargo Bank, N.A.Wilmington Trust CompanyVerizon Services Corp.KPMGLLPMcKinsey & Company Inc. USIBMCognizantCB Richard EllisPepoleSupport Inc.Tata American InternationalAT&TEMCSecuritas Security Services USACovansysFidelity National InformaAc)(iom Corp.Tajima CreativeWIPROOracle Corporation

Professionals

Akin GumpGoldman Sachs Group, Inc.Alvarez & MarsalKurtzman Carson ConsultantsJoele Fran, Wilkinson Brimmer KatcherRichards, Layton & Finger, P.A.

7

Simpson Thacher & Bartlett LLPDavis Wright Tremaine LLPPerkins Coie LLPMcKee Nelson LLPGibson Dunn & Crutcher LLPShearman & Sterling LLPMiler & Chevalier, CharteredGrant Thornton

Litigation

FDICJPMorgan Chase

Nadia Y oukelsone

Francisco WenceAmerican National Insurance CompanyAmerican National Property and Casualty CompanyAmerican National General Insurance CompanyFarm Family Life Insurance CompanyFarm Family Casualty Insurance CompanyPacific Property and Casualty CompanyAmerican National Lloyds Insurance CompanyNational Western Life Insurance CompanyGarden State Life Insurance Company

Equity Committee Members

Esopus Creek Value, LLCKenneth 1. FeldmanSaul SuttonDorothea BarJoyce M. PresnallTyson MathewsMichael Wilingham

Bank Bond Holders

Altma Fund Sicav P.L.c. In Respect Of Russell Sub-FundAnchorage Capital Master Offshore, Ltd.Ban of Scotland pIcFir Tree Capital Opportunity Master Fund, L.P.Fir Tree Mortgage Opportunity Master Fund, L.P.Fir Tree Value Master Fund, L.P.HFR ED Select Fund IV Master TrustLy)(or/Y ork Fund LimitedMarathon Credit Opportunity Master Fund, Ltd.

8

Marathon Special Opportunity Master Fund, Ltd.Permal York Ltd.Quintessence Fund L.P.QVT Fund LPThe Governor and Company of the Bank of IrelandThe Varde Fund, L.P.The Varde Fund VI-A, L.P.The Varde Fund VII-B, L.P.The Varde Fund VIII, L.P.The Varde Fund IX, L.P.The Varde Fund IX-A, L.P.Varde Investment Partners (Offshore), Ltd.Varde Investment Partners, L.P.York Capital Management, L.P.York Credit Opportunities Fund, L.P.York Credit Opportunities Master Fund, L.P.York Investment Master Fund, L.P.York Select, L.P.York Select Master Fund, L.P.

9

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

---------------------------------------------------------x : In re: :

: :

WASHINGTON MUTUAL, INC., et al.,1 : : : Debtors. : : ---------------------------------------------------------x

Chapter 11 Case No. 08-12229 (MFW) Jointly Administered Re: Docket No. _______

ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF VENABLE LLP AS COUNSEL TO THE OFFICIAL COMMITTEE

OF EQUITY SECURITY HOLDERS PURSUANT TO 11 U.S.C. § 1103, NUNC PRO TUNC TO JANUARY 11, 2010

Upon the application (“Application”)2 of the Official Committee of Equity Security

Holders (the “Committee”) of Washington Mutual, Inc., et al. (the “Debtors”) for an Order

authorizing the Committee to employ the law firm of Venable LLP (“Venable”) as its counsel in

the above-captioned chapter 11 case, effective as of the date of the appointment of the

Committee, and the Court having reviewed the Application and the Verified Statement of

Gregory A. Cross in Support of the Application (the “Verified Statement”), attached to the

Application; and the Court having determined that the legal and factual basis set forth in the

Application and the Verified Statement establish just cause for the relief granted herein;

THE COURT HEREBY FINDS THAT:

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are:

(i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp. (5395). The Debtors’ principal offices are located at 1301 Second Avenue, Seattle, Washington 98101.

2 Capitalized terms not defined herein have the meaning given to them in the Application.

2

A. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334.

B. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2).

C. Notice of the Application was sufficient under the circumstances.

D. The Application and the Verified Statement are in full compliance with applicable

provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the “Bankruptcy

Rules”), and the Local Rules of this Court (the “Local Rules”).

IT IS HEREBY ORDERED THAT:

1. The Application is GRANTED.

2. The Committee is authorized to employ Venable as its counsel in the above-

captioned chapter 11 case, effective as of January 11, 2010, in accordance with the Application

and the Verified Statement.

3. Venable is authorized to perform any and all legal services for the Committee that

are necessary or appropriate in connection with this chapter 11 case.

4. Venable shall be compensated for its services and reimbursed for any related

expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules and any other applicable orders of this Court.

Dated: February _______, 2010

BY THE COURT:

_______________________________________ HONORABLE MARY F. WALRATH, United States Bankruptcy Judge