UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~April 2923, 2010

W HOLDING COMPANY, INC.

(Exact name of registrant as specified in its charter)

Puerto Rico	~~001~~000-~~16799~~27377	66-0573197
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
19 West McKinley Street, Mayaguez, Puerto Rico		00680
(Address of principal executive offices)		(Zip code)

19 West McKinley Street, Mayaguez, Puerto Rico		00680
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (787) 834-8000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ~~Rule 425, Rule 14a-12 and Instruction 2 to Rule 14d-2(b)(2)~~

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnEffective ~~January~~April 2923, 2010, Mr. ~~Robert~~Frank ~~Allan~~C. ~~Stolberg Acosta~~Stipes, MEsq.D., ~~was~~resigned ~~appointed~~as toChief ~~the~~Executive ~~Boards~~Officer ofand ~~Directors~~President of W Holding Company, Inc.’s (the “Company”) ~~and~~wholly ~~the~~owned ~~Company’s~~ subsidiary ~~bank~~, Westernbank ~~Puerto~~ Puerto Rico (the “Bank”). Mr. Stipes has taken this step so he can devote his full time and effort to executing the Company’s capital plan to raise significant new equity capital for investment in the Bank. Mr. Stipes will continue to serve as Chairman of the Board of Directors of each of the Company and the Bank and as the President and Chief Executive Officer of the Company.

~~Mr. Stolberg,~~Subject ~~age~~to ~~65,~~receipt isof regulatory approval, the ~~president~~Board of ~~The~~Directors ~~Stolberg~~of ~~Group,~~the aCompany ~~family~~has ~~owned commercial &~~appointed ~~residential~~Andres ~~real~~Morgado, ~~estate~~age ~~conglomerate~~51, ~~based~~as inthe ~~San~~interim ~~Juan,~~President ~~Puerto~~and ~~Rico.~~Chief ~~Mr. Stolberg~~Executive ~~has~~Officer ~~been~~of ~~a psychiatrist~~the ~~(since~~Bank. ~~1973)~~Mr. Morgado, ~~and~~ a ~~full-time~~certified ~~professor~~public ofaccountant, ~~the~~has ~~University~~served Ofas ~~Puerto~~President ~~Rico~~of —Westernbank ~~School~~Trust ~~Of Medicine~~Division (since ~~1995)~~ August 2000.

There are no arrangements or understandings between Mr. ~~Stolberg~~Morgado ~~will~~and any other person pursuant to which Mr. Morgado would be promoted to serve onas ~~the~~interim ~~following~~President ~~standing~~and ~~committees~~Chief ofExecutive Officer of the ~~Board~~Bank. ofThere ~~Directors~~are no family relationships between Mr. Morgado and any director or executive officer of the Company. There has been no transaction nor are there any proposed transactions between the Company: and Mr. Morgado that would require disclosure pursuant to Item 404(a) of Regulation S-K.

•In ~~Audit;~~connection •with ~~Asset~~his &promotion, ~~Liability;~~subject •to ~~Senior~~regulatory ~~Lending;~~approval, •Mr. Morgado’s ~~Nominating~~proposed ~~and~~annual base ~~Corporate~~salary ~~Governance;~~has •been ~~Executive;~~established ~~and~~at ~~• Compensation~~$500,000.

The terms of Mr. Morgado’s Payment Agreement in the Event of Change in Control, filed as Exhibit As10.6 ato ~~non~~the Company’s Annual Report on Form 10-~~employee~~K ~~director~~for ~~who~~the ~~will~~period ~~serve~~ended onDecember 31, ~~three~~2002, orhave ~~more~~not been ~~Board~~amended. ~~committees~~However, the ability of the Company or Bank to make any payment to Mr. ~~Stolberg~~Morgado ~~will~~under ~~receive~~the anPayment ~~annual~~Agreement ~~retainer~~in the Event of Change in Control would be subject to regulatory approval. The ability of the Company or Bank to amend that Payment Agreement in the Event of Change in Control, or to enter into any new change in control or severance agreement with any party, would also be subject to regulatory approval. At Mr. Stipes’ request, his annual compensation has been reduced to $60382,000, as ~~payable~~it was when he held these same positions in ~~12 monthly~~2005, ~~installments~~adjusted by a cost of $living adjustment of 3.5% a year,~~000~~ from 2007 to this date.

~~There was no arrangement or understanding between Mr.~~Item ~~Stolberg~~8.01 ~~and~~Other ~~any other person pursuant to which he was selected as a director~~Events.

~~Mr. Stolberg~~We ishave adetermined ~~customer~~that we need significant additional sources of, ~~and~~capital ~~has~~in ~~had~~order ~~transactions~~to ~~with~~continue operations through 2010 and beyond. Additionally, ~~the~~our ~~Bank~~regulators inhave questioned the ~~ordinary~~ability ~~course~~ of the Bank’s ~~business~~to operate in a safe and sound manner, and ~~the~~we ~~Bank~~understand ~~expects~~that they are likely to ~~have~~direct significant ~~banking~~further ~~transactions~~reserves ~~with~~for ~~him~~losses, inand ~~the~~are ~~future~~exploring alternatives for resolution. We believe ~~These~~that ~~transactions~~if ~~include~~there is any chance to forestall such action, at a minimum, the ~~following~~Bank ~~commercial~~needs ~~loans:~~to raise significant equity capital on an immediate basis.

												Largest amount of
												principal
						Outstanding				Interest paid		outstanding at any
						principal balance		Principal amount paid		during the year		time during the
	Original		Interest			at January 31,		during the year ended		ended December		year ended
Date originated	amount		rate			2010		December 31, 2009		31, 2009		December 31, 2009
May 7, 2001	$	1,635,064		8.25	%	$	1,624,063	$	10,189	$	134,446	$	1,634,252
June 6, 2003		2,302,335		5.99	%		2,280,806		19,776		139,169		2,300,582
November 25, 2008		890,000		7.25	%		880,640		8,666		64,190		890,000
	$	4,827,399				$	4,785,509	$	38,631	$	337,805	$	4,824,834

The Board of Directors of the Company also has approved and appointed a special committee of independent directors (the “Special Committee”) consisting of Enrique Gonzalez, Robert Stolberg Acosta and Alberto Bacó to determine the terms by which the Company would be recapitalized through an exchange of all outstanding preferred stock for company common stock by way of statutory merger. The Special Committee will evaluate and recommend to the Board of Directors, in consultation with its financial and legal advisors, the terms for this recapitalization.

~~The~~Management ~~Company~~ has ~~determined~~engaged ~~that~~financial ~~these~~advisors ~~relationships~~to ~~would~~assist ~~not~~in ~~impair~~our ~~Mr. Stolberg’s independence~~efforts asto araise ~~director.~~additional ~~In the Company’s opinion~~capital, ~~all~~as well ~~loans~~as ~~and commitments~~ to ~~lend~~explore ~~pursuant~~other ~~to the~~strategic ~~aforementioned~~alternatives. ~~commercial~~There ~~loans~~can ~~were~~be ~~made~~no inassurance ~~the~~that ~~ordinary~~we ~~course~~will ofbe ~~business~~able ~~and on~~to ~~substantially~~successfully ~~the~~raise ~~same~~sufficient ~~terms,~~equity ~~including~~capital. ~~interest~~In ~~rates~~addition, ~~collateral~~any ~~and~~transaction ~~repayment~~involving ~~schedules, as~~equity ~~those prevailing for comparable transactions with other persons of similar~~financing ~~creditworthiness and did not involve more than a normal risk of collectability nor contain terms unfavorable to the Bank.~~

would result in substantial dilution to current stockholders and may adversely affect the price of the Company’s common stock.

The Bank’s regulators at any time may take other and further actions, including placing the Bank into conservatorship or receivership, to protect the interests of depositors insured by the FDIC. If a receivership were to occur, the Bank’s assets would likely be liquidated, including a sale of such assets to another institution, and it would be highly likely that the Company would be required to cease operations and liquidate or seek bankruptcy protection. If the Company were to liquidate or seek bankruptcy protection, we do not believe that there would be any assets available to the holders of common stock of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		W HOLDING COMPANY, INC. (Registrant)

		/s/ Lidio V. Soriano Name: Lidio V. Soriano
		Title: Chief Financial Officer

Date: ~~February~~April 425, 2010

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