Case 1:11-cv-06198-DLC Document 275

Filed 02/25/13 Page 1 of 2

February 20, 2013

Hon. Denise L. Cote, United States District Judge, Daniel Patrick Moynihan United States Courthouse, 500 Pearl St., New York, New York 10007-1312 Re: FHFA v. JPMorgan Chase & Co. et al., 11 Civ. 6188 (S.D.N.Y.) (DLC)

Your Honor: I write on behalf of JPMorgan Chase & Co. and its affiliated entity defendants (collectively, JPMorgan) in the above-captioned case regarding FHFAs recent and belated requests for the production of additional documents from JPMorgan. FHFA has indicated to JPMorgan that it plans to complain to the Court about the scope of JPMorgans production of documents that may bear on FHFAs successor liability claims based on JPMorgans acquisition of Bear Stearns and the assets and certain liabilities of Washington Mutual Bank (WaMu), transactions which were in certain respects executed at the behest of the government during the 2008 financial crisis. To date, on behalf of heritage-JPMorgan entities as well as heritage-Bear Stearns and heritage-WaMu entities, JPMorgan has produced over 2.5 million non-loan file documents, totaling over 18.3 million pages, in addition to over 280 million pages of loan file documents. Of that number, over 1.5 million documents and nearly 9 million pages have been produced in response to Plaintiffs successor liability document requests. To produce so much in a matter of months, JPMorgan has used innovative tools such as technology-assisted review (predictive coding), in cooperation with Plaintiff, to identify and produce documents collected from 121 custodians and numerous centralized share drives and databases in response to Plaintiffs document requests relating to both primary and successor liability. In order to produce additional documents responsive to Plaintiffs successor liability document requests, JPMorgan also has conducted targeted searches of centralized records and is searching the email and records from the relevant time period of seven successor liability custodians who were involved in the management of RMBS and/or mortgage lines of business. JPMorgan has been producing such documents on a rolling basis beginning in October 2012. As we have informed FHFA, JPMorgans collection and production of such documents is continuing, and any assessment of the sufficiency of JPMorgans production is premature. On February 17, Plaintiff demanded that, regardless of what the current production pipeline yields, JPMorgan expand its search to include emails and other documents

Case 1:11-cv-06198-DLC Document 275

Filed 02/25/13 Page 2 of 2

Hon. Denise L. Cote

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from 39 new custodians, from January 1, 2008 through the presentover a four year period using broad search terms, all in further response to Plaintiffs successor liability document requests. JPMorgan has informed FHFA that it is assessing this request. JPMorgan believes that further discussions, in light of the further productions already in process, would narrow issues in dispute. However, Ms. Sheth advised us at 11 am today that FHFA has decided to raise its demands with the Court. If FHFA continues to seek successor liability discovery of the scope and duration Ms. Sheth has proposed, that pursuit will significantly delay proceedings in this action. The pursuit also will significantly and potentially needlessly increase costs, as successor liability would be determined, if at all, only if primary liability already had been found. In this way and others, FHFAs belated successor liability discovery initiative, and its joinder of claims against historically distinct entities, threatens to severely prejudice JPMorgan and to interfere with the Tranche 2 discovery and trial schedule the Court had ordered. To avoid or reduce those harms, JPMorgan respectfully requests an opportunity to brief the potential need for bifurcation of the primary liability claims against each heritage institution (i.e., JPMorgan, Bear Stearns and WaMu Mutual, together with their respective associated Individual Defendants) from the successor liability claims against JPMorgan, with successor liability to be the subject of discovery and determination at such time, if any, as primary liability has been established. JPMorgan also respectfully reserves the right to seek severance of claims against each heritage institution for purposes of trial, so as to avoid trial prejudice, and so as to permit trial of claims that do not involve successor liability issues to proceed sooner than those that do. Respectfully,

/s/ Penny Shane Penny Shane