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From: Citigroup Inc. - submitted 9/24/08
Indicative non-conforming bid summary for: Washington Mutual

Failed Bank Information for Washington Mutual Bank (Including its subsidiary Washington Mutual Bank FSB), Henderson, NV

Liabilities to be Assumed:

All insured deposit liabilities, FHLB advances, covered bonds and credit card liabilities.

Assets to be Purchased:

All loan assets net of reserves, at fair market value under loss-sharing arrangement (described below).

Investment securities portfolio, mortgage servicing rights and other assets, at fair market value.

Other non-loan assets to be determined within 150 days after closing (e.g., branch property and leases, commercial contracts, employee plans and liabilities).

No value to be ascribed to existing goodwill or other intangibles.

Deposit Premium:

To be reflected through Citigroup's portion of loss under loss-sharing arrangement.

Loss-Sharing:

�౦��Ϸ���� to provide loss-sharing on all acquired loans. Current reserves to be carried over and utilized for benefit of �౦��Ϸ���� against future losses. 
Thereafter:

First losses to be borne 80% by �౦��Ϸ���� and 20% by Citigroup, with aggregate cap on Citigroup liability equal to [8.7%] premium on insured, non-broker retail deposits (estimated $10 billion premium on $115 billion of deposits).

�౦��Ϸ���� to guarantee 100% of losses in excess of cap.