Exhibit 99.2

ENGAGEMENT AGREEMENT

This Agreement is effective as of the date of execution, by and between WMI Holdings Corp., 1201 Third Avenue, Suite 3000, Seattle, WA 98101, USA (referred to as “Company”), and CXO Consulting Group, LLC, 1629 Andover Way, Petaluma, California 94954 (referred to as “CXOC”).

In this Agreement, the party who is contracting to receive services shall be referred to as “Company,” and the party who will be providing the services shall be referred to as “CXOC”.

Company desires to have financial reporting, accounting and other services identified by the Company from time to time provided by CXOC and, specifically, CXOC’s sole proprieter, Timothy F. Jaeger, as the Company’s Interim Chief Accounting Officer.

In consideration of the foregoing, the promises set forth herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

8.1        With respect to the operation of its business generally, CXOC has all necessary business licenses and permits, and maintains insurance coverage required by applicable law (including, if required, commercial and professional liability insurance). Until this Agreement is terminated in accordance with its terms, CXOC will maintain and preserve all necessary business licenses, permits and insurance coverages (if any) contemplated by this Section 8.1. CXOC shall provide documentation evidencing such licenses, permits and insurance coverages (if any) upon request by Company; and CXOC will perform the Services in a professional manner with high quality to Company’s reasonable satisfaction and according to the mutually agreed to schedule and specifications, if any, as set forth in Appendix A; and

8.2        CXOC has the necessary authority to enter into this Agreement and is not subject to any agreement or other constraint that would prohibit or restrict CXOC’s right or ability to enter into, or carry out, its obligations hereunder; and

8.3        CXOC shall comply with all applicable federal, state and local laws, ordinances and regulations in its performance of the Services.

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the one hand, and CXOC, on the other and (ii) their relative fault, in connection with the matters as to which such Damages relate, as well as any relevant equitable considerations; provided that in no event shall the amount to be contributed by CXOC exceed three (3) times the amount of fees actually received by CXOC hereunder (excluding any amounts received by CXOC as a reimbursement of expenses). The Company and CXOC agree to consult in advance with one another with respect to the terms of any proposed waiver, release or settlement of any claim, action or proceeding to which CXOC or an Indemnified Person may be subject as a result of the matters contemplated by this agreement and further agree not to enter into any such waiver, release or settlement without the prior written consent of one another (which consent shall not be unreasonably withheld), unless such waiver, release or settlement includes an unconditional release of CXOC or such Indemnified Person, as the case may be, from all liability arising out of such claim, action or proceeding. (c) The agreements of the Company under this Section shall be in addition to any liabilities the Company may otherwise have and shall apply whether or not CXOC or any other Indemnified Person is a formal party to any claim, action or legal proceedings. ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM FOR INDEMNIFICATION OR CONTRIBUTION HEREUNDER OR IN RESPECT OF ANY CLAIM, ACTION OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE SERVICES OF CXOC HEREUNDER OR IN ANY OTHER MANNER IS HEREBY WAIVED BY EACH INDEMNIFIED PARTY AND BY THE COMPANY.

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Such addresses may be changed from time to time by either party by providing written notice to the other in the manner set forth above.

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EXHIBIT A

ADVISORY SERVICES PROVIDED BY CXOC

Capitalized terms used and not otherwise defined in this Exhibit A shall have the meanings given to such terms in the Agreement to which this Exhibit is attached.

As a consultant and corporate advisor, CXOC will use its best efforts to assist Company in achieving its objectives as defined below. CXOC will perform such objectives as follows:

Timothy F. Jaeger, an officer/manager of CXOC, will act as Interim Chief Accounting Officer of the Company (and, upon appointment by the Company’s Board of Directors, Interim Chief Financial Officer (CFO)) in providing services to the Audit Committee and management of the Company. Services may include work product, project coordination, advice and counsel in the following areas:

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CXOC COMPENSATION

At signing of this engagement agreement, CXOC shall earn “Base Compensation” of $90,000 for the six-month initial term. Payments due to CXOC as follows: a $15,000 cash for the first month of the initial term will be due and payable no later than seven business days following execution of this Agreement, to be paid in accordance with the invoicing procedures described below. The balance of the Base Compensation (or $75,000 cash) is payable at the rate of $15,000 per month in advance for the remaining five months of such initial term. The Base Compensation shall constitute payment for on average 20 to 25 hours per week. The parties agree that, following the filing on or about August 15, 2012 of the Company’s Form 10-Q for the period ended June 30, 2012, they will review the projected hours required of CXOC under this Agreement and if CXOC and Company agree that the hours are significantly greater than, and likely to continue to be significantly greater than, the initial projection of 20-25 hours per week contemplated by this Agreement, then, subject to the other provisions of this Agreement, they will negotiate in good faith to adjust the fee for remaining months or any extension periods.

REFERENCE ONLY – Time Parameters

For reference purposes only and specifically not to in any manner to change the relationship from that of independent contractor to employee, the following time parameters are provided:

Time parameters may vary and some weeks will require additional time to assist on site, or to meet Company deadlines. The Company and CXOC will work together to develop a schedule of the relevant timelines and events as far in advance as possible.

EXPENSE REIMBURSEMENT

Additionally, CXOC shall be entitled to reimbursement from Company for the following pre-approved “out-of-pocket” expenses (to be incurred on a reasonable basis): travel expenses, coach-class airfare, hotel, meals, printing & binding or other expenses as shall be mutually agreed upon. Minor direct out of pocket costs limited to a maximum of $500 per month during the term of this agreement are approved as part of the signing of this agreement, subject to submission of appropriate expense reimbursement requests at the end of each month.

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INVOICING

CXOC will submit a reasonably detailed invoice (inclusive of expenses) which will be due within 30 days of receipt. Advisory services will be invoiced in advance for a monthly period. Expenses will be invoiced with the next monthly advisory services invoice after the travel or other expense has been incurred. A final expense invoice may be required post termination of the agreement for any expenses incurred through the termination date.

TERM

The initial term of the Agreement shall be for the six (6) month period following the Effective Date. The Agreement shall automatically renew for successive three (3) month terms, unless either party provides 30 days written notice to the other party prior to either the termination of the applicable initial term or any renewal terms. Renewal terms will be at the same rate and governed by the same guarantees unless modified in writing by mutual agreement of both parties. In addition, this Agreement may be terminated, in whole or in part, by either party for its convenience at any time before the end of the initial term or any renewal term, by the terminating party providing the non-terminating party with at least thirty (30) calendar days’ written notice. In the case of such termination for convenience by the Company, Company shall be responsible for any portion of the compensation owed to CXOC for any services rendered prior to the effective date of such termination.

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